UTSTARCOM HOLDINGS CORP. — Director's Dealing 2008

Feb 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UTSTARCOM INC (UTSI)
CIK: 0001030471
Period of Report: 2008-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-31	Common stock	A	300000	—	Acquired	1152492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-31	Restricted stock units	$	A	115000	Acquired		Common stock (115000)	Direct

Footnotes

F1: Restricted stock issued to Mr. Barton pursuant to the terms of his Retention Agreement with the Company dated November 30, 2007, as previously filed as Exhibit 10.2 to Form 8-K filed with the SEC on November 30, 2007. The Company's right of repurchase lapses with respect to 210,106 shares on November 30, 2009 and with respect to 89,894 shares on November 30, 2010. The Company's right of repurchase lapses as to 100% of the shares upon Mr. Barton's death or disability if he is a service provider to the Company at the time of such death or disability.

F2: Each restricted stock unit represents a contingent right to receive one share of UTStarcom common stock.

F3: The restricted stock units were issued to Mr. Barton pursuant to the terms of his Retention Agreement with the Company dated November 30, 2007, as previously filed as Exhibit 10.2 to Form 8-K filed with the SEC on November 30, 2007. The restricted stock units vest in full on November 30, 2010. The restricted stock units will vest in full upon Mr. Barton's death or disability if he is a service provider to the Company at the time of such death or disability.