UTSTARCOM HOLDINGS CORP. — Director's Dealing 2006

Mar 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2006-02-28

Reporting Person: HUANG BILL X (Sr. VP and CTO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-28	Share Purchase Rights (right to buy)	$0	A	33333	Acquired	2006-03-30	Common Stock (33333)	Direct

Footnotes

F1: Price: $0.00125

F2: The Common Stock issuable upon exercise of the Share Purchase Rights will be restricted stock subject to UTSI's repurchase option. UTSI's repurchase option will lapse, and the shares will vest, based on satisfaction of certain performance objectives established by the Compensation Committee for UTSI's 2006 fiscal year. A determination of the extent to which the performance objectives are achieved, and the shares are vested, will be made by the Compensation Committee as soon as administratively practicable after December 31, 2006.