UTSTARCOM HOLDINGS CORP. — Director's Dealing 2004

Mar 22, 2004

SEC Form 4/A — Form 4/A

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2003-12-05

Reporting Person: WU YING (Director, Executive VP & Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-05	Common Stock	G	600	—	Disposed	4057601	Direct
2003-12-05	Common Stock	G	600	—	Disposed	4057001	Direct
2003-12-05	Common Stock	G	600	—	Disposed	4056401	Direct
2003-12-05	Common Stock	G	600	—	Disposed	4055801	Direct
2003-12-05	Common Stock	G	600	—	Disposed	4055201	Direct
2003-12-05	Common Stock	G	600	—	Disposed	4054601	Direct
2003-12-05	Common Stock	G	100000	—	Disposed	3954601	Direct
2004-01-05	Common Stock	S	85000	$39.8579	Disposed	3869601	Direct

Footnotes

F1: Transfer of shares to May Wang Chen. The reporting person disclaims beneficial ownership of the issuer's common stock held by May Wang Chen.

F2: This amount represents the following shares directly and indirectly owned by the reporting person: (i) 1,372,487 shares held directly; (ii) 4,868 shares registered in the name of Wu Living Trust; (iii) 4,873 shares registered in the name of Ashley Wu Trust-1998; (iv) 4,873 shares registered in the name of Richard Wu Trust-1998; (v) 1,505,500 shares registered in the name of Wu Partners; and (vi) 1,165,000 shares registered in the name of Stonybrook Investors L.P.

F3: Transfer of shares to Michael Chen. The reporting person disclaims beneficial ownership of the issuer's common stock held by Michael Chen.

F4: This amount represents the following shares directly and indirectly owned by the reporting person: (i) 1,371,887 shares held directly; (ii) 4,868 shares registered in the name of Wu Living Trust; (iii) 4,873 shares registered in the name of Ashley Wu Trust-1998; (iv) 4,873 shares registered in the name of Richard Wu Trust-1998; (v) 1,505,500 shares registered in the name of Wu Partners; and (vi) 1,165,000 shares registered in the name of Stonybrook Investors L.P.

F5: Transfer of shares to Doris Zhang. The reporting person disclaims beneficial ownership of the issuer's common stock held by Doris Zhang.

F6: This amount represents the following shares directly and indirectly owned by the reporting person: (i) 1,371,287 shares held directly; (ii) 4,868 shares registered in the name of Wu Living Trust; (iii) 4,873 shares registered in the name of Ashley Wu Trust-1998; (iv) 4,873 shares registered in the name of Richard Wu Trust-1998; (v) 1,505,500 shares registered in the name of Wu Partners; and (vi) 1,165,000 shares registered in the name of Stonybrook Investors L.P.

F7: Transfer of shares to Melody Zhang. The reporting person disclaims beneficial ownership of the issuer's common stock held by Melody Zhang.

F8: This amount represents the following shares directly and indirectly owned by the reporting person: (i) 1,370,687 shares held directly; (ii) 4,868 shares registered in the name of Wu Living Trust; (iii) 4,873 shares registered in the name of Ashley Wu Trust-1998; (iv) 4,873 shares registered in the name of Richard Wu Trust-1998; (v) 1,505,500 shares registered in the name of Wu Partners; and (vi) 1,165,000 shares registered in the name of Stonybrook Investors L.P.

F9: Transfer of shares to Yadan Wang Chen. The reporting person disclaims beneficial ownership of the issuer's common stock held by Yadan Wang Chen.

F10: This amount represents the following shares directly and indirectly owned by the reporting person: (i) 1,370,087 shares held directly; (ii) 4,868 shares registered in the name of Wu Living Trust; (iii) 4,873 shares registered in the name of Ashley Wu Trust-1998; (iv) 4,873 shares registered in the name of Richard Wu Trust-1998; (v) 1,505,500 shares registered in the name of Wu Partners; and (vi) 1,165,000 shares registered in the name of Stonybrook Investors L.P.

F11: Transfer of shares to Hua Shi. The reporting person disclaims beneficial ownership of the issuer's common stock held by Hua Shi.

F12: This amount represents the following shares directly and indirectly owned by the reporting person: (i) 1,369,487 shares held directly; (ii) 4,868 shares registered in the name of Wu Living Trust; (iii) 4,873 shares registered in the name of Ashley Wu Trust-1998; (iv) 4,873 shares registered in the name of Richard Wu Trust-1998; (v) 1,505,500 shares registered in the name of Wu Partners; and (vi) 1,165,000 shares registered in the name of Stonybrook Investors L.P.

F13: Transfer of shares to The Rainbow Private Foundation Inc. ("Rainbow") a newly formed private charitable foundation of which the reporting person and his spouse are the sole officers. The foundation has no shareholders. The reporting person disclaims beneficial ownership of the issuer's common stock held by Rainbow.

F14: This amount represents the following shares directly and indirectly owned by the reporting person: (i) 1,269,487 shares held directly; (ii) 4,868 shares registered in the name of Wu Living Trust; (iii) 4,873 shares registered in the name of Ashley Wu Trust-1998; (iv) 4,873 shares registered in the name of Richard Wu Trust-1998; (v) 1,505,500 shares registered in the name of Wu Partners; and (vi) 1,165,000 shares registered in the name of Stonybrook Investors L.P.

F15: This trade was made pursuant to Rule 10b5-1 trading plan that was adopted on May 31, 2003.

F16: This amount represents the following shares indirectly owned by the reporting person: (i) 1,269,487 shares held directly; (ii) 4,868 shares registered in the name of Wu Living Trust; (iii) 4,873 shares registered in the name of Ashley Wu Trust-1998; (iv) 4,873 shares registered in the name of Richard Wu Trust-1998; (v) 1,505,500 shares registered in the name of Wu Partners; and (vi) 1,080,000 shares registered in the name of Stonybrook Investors L.P.