UTSTARCOM HOLDINGS CORP. — Director's Dealing 2007

Feb 5, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2007-02-01

Reporting Person: BARTON FRANCIS P (Director, Executive V.P. and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-01	Stock Option (right to buy)	$6.25	A	92000	Acquired	2016-02-28	Common Stock (92000)	Direct
2007-02-01	Performance Stock (right to receive)	$	A	46000	Acquired		Common Stock (46000)	Direct

Footnotes

F1: On February 28, 2006, the reporting person was granted a performance-based option to purchase up to 92,000 shares of Common Stock. The vesting of the option is based on the reporting person's level of satisfaction of certain performance criteria for UTSI's fiscal year ending December 31, 2006. On February 1, 2007, UTSI's Compensation Committee of the Board determined that the reporting person's performance criteria were substantially met, resulting in vesting of the option as to 92,000 shares, effective February 28, 2007.

F2: On February 1, 2007, UTSI's Compensation Committee of the Board determined that, based on the reporting person's level of satisfaction of certain performance criteria for UTSI's fiscal year ending December 31, 2006, the reporting person will be eligible to receive 46,000 shares of UTSI's Common Stock at a later date to be determined by the Compensation Committee, subject to compliance with applicable law.