SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    FORM 8K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) February 7, 2003

                       Vitesse Semiconductor Corporation
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               (Exact name of Registrant as Specified in Charter)

          Delaware                                              77-0138960
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(State or Other Jurisdiction       (Commission File           (IRS Employer
      of Incorporation)                Number)             Identification No.)

741 Calle Plano, Camarillo, California                                93012
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(Address of Principal Executive Offices)                           (Zip Code)

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


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         (Former Name or Former Address, if Changed Since Last Report)





Item 5.  Other Events.

On February 7, 2003, Vitesse Semiconductor Corporation (the "Company")
announced that its Board of Directors adopted a Stockholder Rights Plan (the
"Plan"). The Plan, while not adopted in response to any specific effort to
acquire control of the Company, is designed to enhance the ability of the board
to maximize shareholder value in the event of an acquisition attempt. Under the
Plan, each common stockholder of record at the close of business on March 7,
2003, will receive a dividend of one right for each share of Common Stock held.
Each right entitles the holder to purchase from the Company one one-thousandth
of a share of a new series of participating Preferred Stock at an initial
purchase price of $20.00. If a person or group acquires 15.0% or more of the
Company's outstanding Common Stock, holders of the rights (other than the
person or group triggering their exercise) will be able to purchase, in
exchange for the $20.00 exercise price, shares of the Company's Common Stock
having twice the value of the exercise price. If, following an acquisition of
15.0% or more of the Company's Common Stock by a stockholder, the Company is
involved in certain mergers or other business combinations, each right will
entitle the holder to purchase, in exchange for the exercise price, common
stock of the other party to such transaction having twice the value of the
exercise price. The rights expire on February 7, 2013 unless extended by the
Company's Board of Directors.



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                                   SIGNATURE

     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 thereunto duly authorized.

                                      Vitesse Semiconductor Corporation



                                      By:  /s/ Eugene F. Hovanec
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                                           Name:  Eugene F. Hovanec
                                           Title: Vice President, Finance and
                                                  Chief Financial Officer

February 7, 2003



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