UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                                       SEC File Number:  1-31614
                                                        CUSIP Number:  928497106


(Check one):  [ ] Form 10-K  [ ] Form 20-F   [ ] Form 11-K    [x] Form 10-Q
              [ ] Form 10-D  [ ] Form N-SAR  [ ] Form N-CSR


      For Period Ended:     June 30, 2006
                            ----------------------------------

      [   ] Transition Report on Form 10-K
      [   ] Transition Report on Form 20-F
      [   ] Transition Report on Form 11-K
      [   ] Transition Report on Form 10-Q
      [   ] Transition Report on Form N-SAR
      For the Transition Period Ended: ________________________________


  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.


If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

 PART I -- REGISTRANT INFORMATION

VITESSE SEMICONDUCTOR CORPORATION
-------------------------------------------------------------
Full Name of Registrant


-------------------------------------------------------------
Former Name if Applicable


741 CALLE PLANO
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Address of Principal Executive Office (Street and Number)


CAMARILLO, CALIFORNIA 93012
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City, State and Zip Code


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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.  (Check box if appropriate)

          (a)  The reason  described  in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or
               expense;

          (b)  The subject annual report,  semi-annual report, transition report
               on Form 10-K,  Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
               portion  thereof,  will  be  filed  on or  before  the  fifteenth
[  ]           calendar day  following the  prescribed  due date; or the subject
               quarterly  report or  transition  report on Form 10-Q or  subject
               distribution  report on Form 10-D,  or portion  thereof,  will be
               filed  on  or  before  the  fifth   calendar  day  following  the
               prescribed due date; and

          (c)  The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.

PART III --  NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
10-D,  N-SAR,  N-CSR or the transition  report or portion thereof,  could not be
filed within the prescribed time period.

(Attach extra Sheets if Needed)

The Company has delayed the filing of its Form 10-Q for the three  months  ended
June  30,  2006  pending   completion  of  the  previously   disclosed  internal
investigation of certain  elements of the Company's  financial  statements.  The
Company previously  reported that the financial  statements for the three months
ended December 31, 2005,  the three years ended  September 30, 2005 and possibly
earlier  periods should not be relied upon. As the Company's  investigation  has
not yet been  concluded,  the Company will delay the filing of its Form 10-Q for
the three months ended June 30, 2006.  The Form 10-Q is not expected to be filed
by the extended deadline.

PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

     CHRISTOPHER  GARDNER             (805)           388 - 3700
---------------------------------  ------------    ------------------
         (Name)                    (Area  Code)    (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).
                                                        [ ] Yes    [x] No

   Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
-------------------------------------------------------------------------

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?
                                                        [x] Yes    [ ] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

     Due to the  investigation  described  in Part III, the Company is currently
unable to provide a  reasonable  estimate of the  results for the quarter  ended
June 30, 2006.


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                        VITESSE SEMICONDUCTOR CORPORATION
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date  August 9, 2006             By  /s/ CHRISTOPHER GARDNER
                                     -------------------------
                                        CHRISTOPHER GARDNER,
                                      CHIEF EXECUTIVE OFFICER


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

           Intentional misstatements or omissions of fact constitute
                Federal Criminal Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on Form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers:  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  reports  within  the  time  period  prescribed  due  to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of Regulation  S-T  (ss.232.201  or ss.232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (ss.232.13(b) of this chapter).