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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(Print or Type Responses)

1. Name and Address of Reporting Person * Marsch Susan   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 __X__ Officer (give title below) _____ Other (specify below) SVP and General Counsel (Last) (First) (Middle) C/O UTSTARCOM, INC., 1275 HARBOR BAY PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 02/27/2009 (Street) ALAMEDA, CA 64502 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 02/27/2009   M   10,000 A $ 0 19,235 D   Common Stock 02/27/2009   M   30,000 A $ 0 49,235 D   Common Stock 03/02/2009   S   2,565 D $ 0.93 (6) 46,670 D   Common Stock 03/03/2009   S   5,077 D $ 0.78 (7) 41,593 D

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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	(1)	02/27/2009		A		33,333		(2)	(2)	Common Stock	33,333	$ 0	33,333	D
Restricted Stock Units	(1)	02/27/2009		A		66,667		(3)	(3)	Common Stock	66,667	$ 0	66,667	D
Restricted Stock Units	(1)	02/27/2009		M			10,000	(4)	(4)	Common Stock	10,000	$ 0	20,000	D
Restricted Stock Units	(1)	02/27/2009		M			30,000	(5)	(5)	Common Stock	30,000	$ 0	90,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Marsch Susan C/O UTSTARCOM, INC. 1275 HARBOR BAY PARKWAY ALAMEDA, CA 64502			SVP and General Counsel

Signatures

Susan Marsch		03/03/2009
**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)	Each restricted stock unit represents a contingent right to receive one share of UTStarcom stock.
(2)	The restricted stock units vest in installments beginning: 25% on February 26, 2010; and annually thereafter.
(3)	The restricted stock units vest as follows: 50% of the shares shall vest on February 26, 2010 and February 28, 2011, subject to Ms. Marsch's continued service to the Company through each applicable vesting date.
(4)	The restricted stock units vest as to 10,000 shares on each of February 27, 2009, February 26, 2010 and February 28, 2011.
(5)	The restricted stock units vest as to 25% of the shares on each of February 27, 2009, February 26, 2010, February 28, 2011 and February 29, 2012.
(6)	The 2,565 shares were sold through separate trades, with the sale prices ranging from $0.860 to $1.00, and at a weighted average sale price of $.9292. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate purchase price.
(7)	The 5,077 shares were sold through separate trades, with the sale prices ranging from $0.750 to $0.862, and at a weighted average sale price of $0.7773. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate purchase price.

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