FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BARTON FRANCIS P   2. Issuer Name and Ticker or Trading Symbol UTSTARCOM INC [UTSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former EVP, CFO and Director (Last) (First) (Middle) 14720 MONTALVO ROAD 3. Date of Earliest Transaction (Month/Day/Year) 08/31/2008 (Street) SARATOGA, CA 95070 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 08/31/2008   M   165,657 A $ 0 1,335,520 D   Common stock 08/31/2008   M   329,601 A $ 0 1,665,121 D   Common stock 08/31/2008   D   625,000 (3) D $ 0 1,040,121 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted stock units

(4)

08/31/2008

M

165,657

(1)

(1)

Common stock

165,657

$ 0

0

D

Restricted stock units

(4)

08/31/2008

M

329,601

(2)

(2)

Common stock

329,601

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARTON FRANCIS P 14720 MONTALVO ROAD SARATOGA, CA 95070				Former EVP, CFO and Director

Signatures

By Susan Marsch as Attorney-in-Fact on behalf of Francis P. Barton		09/03/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Vesting accelerated in full effective August 31, 2008 by agreement between reporting person and the Company dated August 26, 2008.
(2)	Vesting of 329,601 shares accelerated effective August 31, 2008, by agreement dated August 26, 2008. Remaining unvested portion of grant cancelled in connection with termination of employment effective August 31, 2008.
(3)	Unvested shares of restricted stock cancelled in connection with termination of employment effective August 31, 2008.
(4)	Each restricted stock unit represents a contingent right to receive one share of UTStarcom common stock.

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