8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported)    February 4, 2004                              

Vitesse Semiconductor Corporation
(Exact name of registrant as specified in its chapter)
Delaware	0-19654	77-0138960
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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)

ITEM 5: OTHER EVENTS

     On February 4, 2004, Vitesse Semiconductor Corporation announced that it had completed the acquisition of Cicada Semiconductor Corporation for approximately $65.5 million in cash.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

     99.1  Press Release, dated February 4, 2004

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 hereunto duly authorized.

Date: February 6, 2004

VITESSE SEMICONDUCTOR CORPORATION
By:	/s/ Eugene F. Hovanec
	Eugene F. Hovanec
	Chief Financial Officer

EX-99.1

Exhibit 99.1

     NEWS    FOR IMMEDIATE RELEASE
Contact: Eugene F. Hovanec
Vice President, Finance &
Chief Financial Officer
(805) 388-3700

     Vitesse Completes Acquisition of
Cicada Semiconductor Corporation

     Camarillo, CA (February 4, 2004) - Vitesse Semiconductor Corporation (NASDAQ:VTSS) ("Vitesse") today announced that it has completed the acquisition of Cicada Semiconductor Corporation for approximately $65.5 million in cash.

     Vitesse is a leading designer and manufacturer of innovative silicon solutions used in the networking, communications and storage industries worldwide. Vitesse works to specifically address the requirements of system designers and OEMs by providing high-performance, integrated products that are ideally suited for use in Enterprise, Access, Metro and Core applications. Additional company and product information is available at www.vitesse.com.

     Cicada is a supplier of DSP-based integrated circuit solutions to developers of high-speed communications systems used in LANs. Cicada’s advanced Digital Signal Processing and System-on-Chip design technologies are enabling affordable, gigabit-per-second digital communications throughout the Internet's infrastructure over ubiquitous copper cable installations and legacy fiber optic links. Cicada's LAN IC products include transceivers and advanced System-on-Chip solutions for gigabit ethernet networks and backplanes.