8-K

                                  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): April 26, 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 4.02      Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review

               The Board of Directors (the "Board") of Vitesse Semiconductor
Corporation (the "Company") determined on April 26, 2006 that the Company's
previously reported financial statements for the three months ended December 31,
2005 and the three years ended September 30, 2005 and possibly earlier periods
should not be relied upon. The Board of Directors also determined that the
Management Report on Internal Control over Financial Reporting as of September
30, 2005 and the Report of KPMG, LLP, the Company's independent registered
public accounting firm, relating to the effectiveness of the Company's internal
controls over financial reporting and management's assessment thereof as of
September 30, 2005, both of which reports are included in the Company's Annual
Report on Form 10-K for the year ended September 30, 2005, should not be relied
upon.

               The Board has appointed a Special Committee of independent
directors to conduct an internal investigation relating to past stock option
grants, the timing of such grants and other related accounting and documentation
issues. In the course of its investigation, issues have arisen relating to the
integrity of documents concerning the Company's stock option grants. Also during
the internal investigation, issues have arisen concerning the Company's
practices in connection with credits issued to or requested by customers (for
returned products or otherwise) and the related accounting treatment, as well as
the application of payments received to the proper accounts receivable. The
Special Committee is reviewing these issues and, pending further investigation,
believes that the Company's accounts receivable and revenues may have been
misstated during certain periods. Whether the Company's accounts receivable and
revenues were misstated and, if so, the extent of such misstatements are still
under investigation.

               The Company's Audit Committee has discussed the matters disclosed
in this filing with the Company's independent registered public accounting firm.


Item 9.01      Financial Statements and Exhibits

The following exhibit is furnished herewith:

99.1   Press Release of Vitesse Semiconductor Corporation dated April 26, 2006





                                   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 April 26, 2006.

                              VITESSE SEMICONDUCTOR CORPORATION


                              By:   /s/ Christopher Gardner
                                    -------------------------------------
                                    Christopher Gardner
                                    Acting President and Chief Executive Officer




                                  EXHIBIT INDEX


Exhibit No.          Description
- -----------          -----------

99.1                 Press Release of Vitesse Semiconductor Corporation dated
                     April 26, 2006

EX-99.1

                                                                    Exhibit 99.1

Vitesse Announces That Its Reported Financial Statements Should Not Be Relied
    Upon And That It Has Engaged An Acting Chief Financial Officer

    CAMARILLO, Calif.--(BUSINESS WIRE)--April 26, 2006--Vitesse
Semiconductor Corporation (Nasdaq:VTSS) announced today that its Board
of Directors has determined that its previously reported financial
statements for the three months ended December 31, 2005 and the three
years ended September 30, 2005 and possibly earlier periods should not
be relied upon. The Board of Directors also determined that the
Management Report on Internal Control over Financial Reporting as of
September 30, 2005 and the Report of KPMG LLP, the Company's
independent registered public accounting firm, relating to the
effectiveness of the Company's internal controls over financial
reporting and management's assessment thereof as of September 30,
2005, both of which reports are included in the Company's Annual
Report on Form 10-K for the year ended September 30, 2005, should not
be relied upon.
    As previously disclosed, the Company's Board of Directors has
appointed a Special Committee of independent directors to conduct an
internal investigation relating to past stock option grants, the
timing of such grants and other related accounting and documentation
issues. The Special Committee is being assisted by independent legal
counsel. In the course of its investigation, issues have arisen
relating to the integrity of documents concerning the Company's stock
option grants.
    During the internal investigation, additional issues have arisen
concerning the Company's practices in connection with credits issued
to or requested by customers (for returned products or otherwise) and
the related accounting treatment, as well as the application of
payments received to the proper accounts receivable. The Special
Committee is reviewing these issues and, pending further
investigation, believes that the Company's accounts receivable and
revenues may have been misstated during certain periods. Whether the
Company's accounts receivable and revenues were misstated and, if so,
the extent of such misstatements are still under investigation.
    Although the Special Committee's investigation is in its
preliminary stages, based on findings to date, the Board of Directors
has determined that the Company's previously reported financial
statements for the three months ended December 31, 2005 and the three
years ended September 30, 2005 and possibly earlier periods should not
be relied upon. The Board of Directors also determined that the
Management Report on Internal Control over Financial Reporting as of
September 30, 2005 and the Report of KPMG LLP relating to the
effectiveness of the Company's internal controls over financial
reporting and management's assessment thereof as of September 30,
2005, both of which reports are included in the Company's Annual
Report on Form 10-K for the year ended September 30, 2005, should not
be relied upon.
    The Special Committee, with the assistance of independent legal
counsel, are working as expeditiously as possible to complete the
internal investigation.
    The Company also announced that it has engaged Alvarez & Marsal,
LLC, and specifically Shawn C.A. Hassel as acting Chief Financial
Officer of the Company. Mr. Hassel, a Managing Director with Alvarez &
Marsal, brings 12 years of experience as an interim manager and
financial advisor to under-valued or under-performing companies and
companies in transition.

    About Vitesse

    Vitesse designs, develops and markets a diverse portfolio of
high-performance, cost-competitive semiconductor solutions for
communications and storage networks worldwide. Engineering excellence
and dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet LAN, Ethernet-over-SONET, Advanced
Switching, Fibre Channel, Serial Attached SCSI, Optical Transport, and
other applications. Vitesse innovation empowers customers to deliver
superior products for Enterprise, Access, Metro, and Core
applications. Additional company and product information is available
at www.vitesse.com.

    About Alvarez & Marsal

    Founded in 1983 and headquartered in New York, Alvarez & Marsal
("A&M") is a global professional services firm specializing in
operational and financial services to companies in transition. A&M
helps businesses solve problems and create shareholder value. With
more than 650 professionals across the US, Europe, Asia, and Latin
America, A&M delivers a distinct blend of leadership, problem solving
and value creation. Drawing on its strong operational heritage and
hands-on approach, A&M works closely with organizations and their
stakeholders to help navigate complex business issues.

    FORWARD-LOOKING STATEMENTS

    This news announcement contains certain forward-looking statements
within the meaning of the U.S. securities laws. These statements are
based upon current expectations and involve certain risks and
uncertainties, including those related to the expected future
operating performance of the Company. Forward-looking statements
include but are not limited to information preceded by, or that
include the words, "believes," "expects," "prospects," "pacings,"
"anticipates," "could," "estimates," "forecasts" or similar
expressions. The reader should note that these statements may be
impacted by several factors, including economic changes, regulatory
changes, increased competition, changes in the semiconductor industry
generally, and changes in interest rates. Accordingly, the Company's
actual performance and results may differ from those anticipated in
the forward-looking statements. Please see the Company's recent public
filings for information about these and other risks that may affect
the Company. The Company undertakes no obligation to update or revise
the information contained herein because of new information, future
events or otherwise.

    CONTACT: Vitesse
             Chris Gardner, 805-388-3700