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 * Green Mark   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, Human Resources (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 95402 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   41,250 A $ 0 80,315 D   Common Stock 02/27/2009   M   13,750 A $ 0 94,065 D   Common Stock 02/27/2009   M   22,857 A $ 0 116,922 D   Common Stock 02/27/2009   M   91,429 A $ 0 208,351 D   Common Stock 03/02/2009   S   9,511 D $ 0.93 (8) 198,840 D   Common Stock 03/03/2009   S   18,827 D $ 0.78 (9) 180,013 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		M			41,250	(2)	(2)	Common Stock	41,250	$ 0	41,520	D
Restricted Stock Units	(1)	02/27/2009		M			13,750	(3)	(3)	Common Stock	13,750	$ 0	41,250	D
Restricted Stock Units	(1)	02/27/2009		M			22,857	(4)	(4)	Common Stock	22,857	$ 0	45,714	D
Restricted Stock Units	(1)	02/27/2009		M			91,429	(5)	(5)	Common Stock	91,429	$ 0	0	D
Restricted Stock Units	(1)	02/27/2009		A		60,899		(6)	(6)	Common Stock	60,899	$ 0	60,899	D
Restricted Stock Units	(1)	02/27/2009		A		121,778		(7)	(7)	Common Stock	121,778	$ 0	121,778	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Green Mark C/O UTSTARCOM, INC., 1275 HARBOR BAY PARKWAY ALAMEDA, CA 95402			SVP, Human Resources

Signatures

Mark Green		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 common stock.
(2)	At its meeting on February 18, 2009, the Compensation Committee determined that Mr. Green had earned 75% of the performance award granted him on February 29, 2008 based on achievement of management performance objectives for fiscal year 2008, and the remaining 25% of the award was cancelled. The earned portion of the award vests 50% on February 27, 2009 and February 26, 2010.
(3)	The restricted stock units will vest in installments beginning 25% on February 27, 2009; and 25% annually thereafter.
(4)	The restricted stock units vest as to 22857 shares on each of February 27, 2009; Feburary 26, 2010; and February 28, 2011.
(5)	The remaining restricted stock units vested on February 27, 2009.
(6)	The restricted stock units vest in installments beginning: 25% on February 26, 2010; and 25% annually thereafter, subject to Mr. Green's continued service to the Company through each applicable vesting date.
(7)	The restricted stock units vest as follows: 50% of the shares shall vest on February 26, 2010 and February 28, 2011, subject to Mr. Green's continued service to the Company through each applicable vesting date.
(8)	The 9,511 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 $0.9292. 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.
(9)	The 18,827 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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