UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): August 15, 2006

                        VITESSE SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

           1-31614                                  77-0138960
      (Commission File Number)               (IRS Employer Identification No.)

                  741 Calle Plano, Camarillo, California        93012
                 (Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code: (805) 388-3700

                                 Not applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [  ]  Written communications pursuant to Rule 425 under the Securities Act
           (17 CFR 230.425)

     [  ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
           (17 CFR 240.14a-12)

     [  ]  Pre-commencement  communications pursuant to Rule 14d-2(b) under the
           Exchange Act (17 CFR 240.14d-2(b))

     [  ]  Pre-commencement  communications pursuant to Rule 13e-4(c) under the
           Exchange Act (17 CFR 240.13e-4(c))


Item 2.02  Triggering  Events That  Accelerate  or  Increase a Direct  Financial
           Obligation or an Obligation under an Off-Balance Sheet Arrangement.

     As previously disclosed,  Vitesse Semiconductor Corporation (the "Company")
received  a  letter  from  U.S.  Bank  National  Association,  as  Trustee  (the
"Trustee")   under  the   Indenture,   dated  as  of  September  22,  2004  (the
"Indenture"),   relating  to  the  Company's  1.50%   Convertible   Subordinated
Debentures  due 2024 (the  "Debentures").  In the letter,  the  Trustee  alleged
compliance deficiencies under the Indenture relating to the Company's failure to
file with the Securities  and Exchange  Commission and the Trustee the Company's
Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006.  The letter
stated that if the alleged compliance deficiencies were not cured within 60 days
after May 26, 2006,  there would be an Event of Default  under the Indenture and
the Trustee  would seek the  remedies  allowed in the  Indenture  to protect the
interests of the bondholders.

     On August 15, 2006, the Company received a letter from the Trustee in which
the Trustee  purported to declare the entire principal amount of the Debentures,
plus  accrued and unpaid  interest to the date of payment,  immediately  due and
payable.

     The Company continues to believe that there are no compliance  deficiencies
under the  Indenture  and that an Event of Default  has not  occurred  under the
Indenture.  Accordingly,  the Company  believes  that the  Trustee's  attempt to
accelerate  payment of the  Debentures is invalid.  The Company will contest the
Trustee's  assertion  that an Event of Default has occurred  under the Indenture
and its attempt to accelerate  payment of the  Debentures,  and will  vigorously
defend  against any attempt by the Trustee or the holders of the  Debentures  to
seek any remedies under the Indenture based on the asserted Event of Default and
acceleration.

     Notwithstanding the Company's position, the Company is in negotiations with
the holders of a majority of the Debentures to determine if a resolution of this
dispute can be reached.  In that  connection,  the Company  understands that the
holders of a majority of the  Debentures  have agreed to instruct the Trustee to
forebear  from taking any further  action with respect to the  Debentures  for a
period of 14 days to determine if a resolution of this dispute can be reached.

     Approximately  $96.7 million  aggregate  principal amount of the Debentures
are outstanding.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned,  hereunto  duly  authorized,  in the  City of  Camarillo,  State of
California, on August 21, 2006.


                        VITESSE SEMICONDUCTOR CORPORATION


                        By: /s/ Christopher  Gardner
                           -------------------------------
                           Christopher Gardner
                           Chief Executive Officer