Statement of Changes of Beneficial Ownership


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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RYAN BRUCE J
2. Issuer Name and Ticker or Trading Symbol

UTSTARCOM INC [ UTSI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1275 HARBOR BAY PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

9/30/2009
(Street)

ALAMEDA, CA 94502
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/30/2009     A    33732   A $0   46424   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Option (right to buy)   $2.09   9/30/2009     A      67464         (1) 9/30/2016   Common Stock   67464   $0   67464   D    

Explanation of Responses:
( 1)  1/12th monthly with the first vest date occurring on October 31, 2009.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RYAN BRUCE J
1275 HARBOR BAY PARKWAY
ALAMEDA, CA 94502
X



Signatures
/s/ Susan Marsch, as Attorney-in-Fact on behalf of Bruce J. Ryan 10/1/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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UTStarcom, Inc.

Limited Power of Attorney Securities Law Compliance

The undersigned, as an officer or director of UTStarcom, Inc. (the Corporation), hereby constitutes and appoints Carmen Chang, Thomas Savage, Valerie Barnett, Scott McCall, Susan Marsch, Mark Green, Devang Shah and Viraj Patel, and each of them (each, an Attorney and collectively, the Attorneys), as the undersigneds true and lawful attorney in fact and agent to complete and execute such Forms 144, 3, 4 and 5 and other forms (including any amendments thereto) as such Attorney shall in his or her discretion determine to be required or advisable pursuant to Rule 144 promulgated under the Securities Act of 1933 (as amended, the Act), Section 16 of the Securities Act of 1934 (as amended, the Exchange Act) and the respective rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigneds ownership, acquisition or disposition of or transactions in securities of the Corporation, and to do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Corporation and such other person or agency as the Attorney shall deem appropriate. The undersigned hereby approves, ratifies and confirms all that said attorneys in fact and agents shall do or cause to be done by virtue hereof.

The authority of the Attorneys under this Limited Power of Attorney shall continue until the undersigned is no longer required to file such Forms 144, 3, 4 and 5 and other forms (including any amendments thereto) as may be required pursuant to the laws and regulations described above with regard to his or her ownership, acquisition or disposition of or transactions in securities of the Corporation, unless earlier revoked in writing. The undersigned acknowledges that the Attorneys are not assuming any of the undersigneds responsibilities to comply with Rule 144 promulgated under the Act or Section 16 of the Exchange Act.

This Limited Power of Attorney is executed at Alameda, CA, this 18 day of February, 2009.

Signature

Print name
Bruce J. Ryan

Witness:

Signature

Type or print name
Devang Shah