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

FORM 10-Q/A

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF
1934

For the quarterly period ended December 31, 2002

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
      to

Commission file number 0-19654

VITESSE SEMICONDUCTOR
CORPORATION (Exact name of registrant as specified in its charter)

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|Delaware                                                       |  | 77-0138960                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|741 Calle Plano  Camarillo, CA 93012                          
|(Address of principal executive offices)                      
|                                                              
|(805) 388-3700                                                
|(Registrants telephone number, including area code)          

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months and (2) has been subject to such filing requirements for the past 90 days:

|Yes x | No o
|----- | ----

Indicate by check
mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):

|Yes x | No o
|----- | ----



As of January 31, 2003, there were 204,485,672 shares of $0.01 par value common stock outstanding.

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Item 1 of the December 31, 2002 10-Q has been amended to correct the subtotal of
Total current liabilities in the Unaudited Condensed Consolidated Balance Sheet as of December 31, 2002.



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PART IFINANCIAL INFORMATION

VITESSE SEMICONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share data)

|                                                                          |                                                                                                                                                                          | Dec. 31, 2002 |         | Sept. 30, 2002 |  
|------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------- | ------- | -------------- | -
|                                                                          |                                                                                                                                                                          |               |         |                |  
|ASSETS                                                                    |                                                                                                                                                                          |               |         |                |  
|Current assets:                                                           |                                                                                                                                                                          |               |         |                |  
|                                                                          | Cash and cash equivalents                                                                                                                                                |               | $       | 35,140         |  
|                                                                          | Short-term investments (principally marketable securities)                                                                                                               |               |         | 212,138        |  
|                                                                          | Accounts receivable, net                                                                                                                                                 |               |         | 34,995         |  
|                                                                          | Inventories, net                                                                                                                                                         |               |         | 29,129         |  
|                                                                          | Prepaid expenses and other current assets                                                                                                                                |               |         | 8,434          |  
|                                                                          |                                                                                                                                                                          |               |         |                |  
|                                                                          | Total current assets                                                                                                                                                     |               |         | 319,836        |  
|                                                                          |                                                                                                                                                                          |               |         |                |  
|Property and equipment, net                                               |                                                                                                                                                                          |               | 147,523 |                |  
|Restricted long-term deposits                                             |                                                                                                                                                                          |               | 62,236  |                |  
|Goodwill, net                                                             |                                                                                                                                                                          |               | 156,005 |                |  
|Other intangible assets, net                                              |                                                                                                                                                                          |               | 21,427  |                |  
|Other assets                                                              |                                                                                                                                                                          |               | 42,521  |                |  
|                                                                          |                                                                                                                                                                          |               |         |                |  
|                                                                          |                                                                                                                                                                          | $             | 749,548 |                | $
|                                                                          |                                                                                                                                                                          |               |         |                |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                      |                                                                                                                                                                          |               |         |                |  
|Current liabilities:                                                      |                                                                                                                                                                          |               |         |                |  
|                                                                          | Current portion of long-term debt                                                                                                                                        |               | $       | 960            |  
|                                                                          | Current portion of convertible subordinated debt                                                                                                                         |               |         |               |  
|                                                                          | Current portion of accrued restructuring                                                                                                                                 |               |         | 14,799         |  
|                                                                          | Current portion of deferred gain                                                                                                                                         |               |         | 3,617          |  
|                                                                          | Accounts payable                                                                                                                                                         |               |         | 5,717          |  
|                                                                          | Accrued expenses and other current liabilities                                                                                                                           |               |         | 20,043         |  
|                                                                          | Income taxes payable                                                                                                                                                     |               |         | 1,123          |  
|                                                                          |                                                                                                                                                                          |               |         |                |  
|                                                                          | Total current liabilities                                                                                                                                                |               |         | 46,259         |  
|                                                                          |                                                                                                                                                                          |               |         |                |  
|Long-term debt                                                            |                                                                                                                                                                          |               | 521     |                |  
|Long-term accrued restructuring                                           |                                                                                                                                                                          |               | 19,312  |                |  
|Deferred gain on derivative instrument                                    |                                                                                                                                                                          |               | 4,370   |                |  
|Convertible subordinated debt, net of $1,218 premium at December 31, 2002 |                                                                                                                                                                          |               | 196,363 |                |  
|Minority interest                                                         |                                                                                                                                                                          |               | 4,654   |                |  
|Shareholders equity:                                                     |                                                                                                                                                                          |               |         |                |  
|                                                                          | Common stock, $.01 par value. Authorized 500,000,000 shares; issued and outstanding 200,424,554 and
200,158,511 shares on Dec. 31, 2002 and Sept. 30, 2002, respectively |               |         | 2,013          |  
|                                                                          | Additional paid-in capital                                                                                                                                               |               |         | 1,400,279      |  
|                                                                          | Deferred compensation                                                                                                                                                    |               |         | (41,944        | )
|                                                                          | Accumulated other comprehensive income                                                                                                                                   |               |         | 149            |  
|                                                                          | Accumulated deficit                                                                                                                                                      |               |         | (882,428       | )
|                                                                          | Total shareholders equity                                                                                                                                               |               |         | 478,069        |  
|                                                                          |                                                                                                                                                                          |               |         |                |  
|                                                                          |                                                                                                                                                                          | $             | 749,548 |                | $
|                                                                          |                                                                                                                                                                          |               |         |                |  
|                                                                          |                                                                                                                                                                          |               |         |                |  

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | VITESSE SEMICONDUCTOR CORPORATION
| | ---------------------------------
| |                                  
| |                                  
| | By:                              
| |                                  
| |                                  

February 18, 2003

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