<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                    FORM 10-Q


(Mark One)

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

     For the quarterly period ended September 30, 2000.

                                       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 333-93069

                                 ---------------

                                 UTSTARCOM, INC.
             (Exact name of Registrant as specified in its charter)

                                 ---------------


              DELAWARE                                52-1782500
     (State of Incorporation)             (I.R.S. Employer Identification No.)



1275 HARBOR BAY PARKWAY, ALAMEDA, CALIFORNIA             94502
   (Address of principal executive offices)            (zip code)



       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 864-8800

                                 ---------------

         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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [_]

         As of October 26, 2000, there were 94,714,665 shares of the
Registrant's Common Stock outstanding, par value $0.00125.

         This quarterly report on Form 10-Q consists of 29 pages of which this
is page 1. The Exhibit Index appears on page 28.



<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I.           FINANCIAL INFORMATION                                                                    PAGE
<S>              <C>
   Item 1.        Condensed Consolidated Financial Statements                                                 3

                  Condensed Consolidated Balance Sheet as of September 30, 2000 (unaudited) and
                  December 31, 1999                                                                           3

                  Condensed Consolidated Statements of Operations for the three and nine
                  month periods ended September 30, 2000 and September 30, 1999 (unaudited)                   4

                  Condensed Consolidated Statements of Cash Flows for the nine month
                  periods ended September 30, 2000 and September 30, 1999 (unaudited)                         5

                  Notes to Condensed Consolidated Financial Statements (unaudited)                            6

   Item 2.        Management's Discussion and Analysis of Financial Condition and Results of
                  Operations                                                                                 10

   Item 3.        Quantitative and Qualitative Disclosure about Market Risk                                  27

PART II.          OTHER INFORMATION

   Item 2.        Changes in Securities and Use of Proceeds                                                  28

   Item 4.        Submission of Matters to a Vote of Security Holders                                        28

   Item 6.        Exhibits                                                                                   28


SIGNATURES                                                                                                   29
</TABLE>


                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 UTSTARCOM, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)



<TABLE>
<CAPTION>
                                                                                   September 30,       December 31,
                                                                                       2000                  1999
                                                                               ---------------------- --------------------
                                     ASSETS                                         (Unaudited)
<S>                                                                                       <C>                  <C>
Current assets:
  Cash and cash equivalents                                                                $ 189,928            $  87,364
  Short-term investment                                                                       72,021                    -
  Accounts receivable, net                                                                   120,572               77,823
  Receivable from related parties                                                                  -                  339
  Inventories, net                                                                            89,687               55,204
  Other assets                                                                                15,798                8,326
                                                                               ---------------------- --------------------
Total current assets                                                                         488,006              229,056
Property, plant and equipment, net                                                            11,717                8,168
Investment in affiliated companies                                                            12,102                4,460
Intangible assets, net                                                                        21,461               25,132
Deferred tax assets                                                                            9,081                4,352
Other long term assets                                                                         1,945                  620
                                                                               ---------------------- --------------------
  Total assets                                                                             $ 544,312            $ 271,788
                                                                               ====================== ====================


                       LIABILITIES, MINORITY INTEREST AND
                              STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                         $  35,106            $  21,745
  Debt                                                                                        39,768               34,593
  Debt to shareholder and related parties                                                          -                8,745
  Income taxes payable                                                                           936                2,985
  Customer deposits                                                                           26,971                5,249
  Other liabilities                                                                           26,967               29,102
                                                                               ---------------------- --------------------
Total current liabilities                                                                    129,748              102,419
                                                                               ---------------------- --------------------
Long-term debt                                                                                12,048                    -
Minority interest in consolidated subsidiaries                                                 5,012                3,649
Stockholders' equity:
Convertible preferred stock: $.00125 par value; authorized: 99,200,000
   shares; issued and outstanding: 70,377,322 at December 31, 1999; liquidation
   value of $259,608 at December 31, 1999                                                          -                   88
Common stock: $.00125 par value; authorized: 250,000,000
   shares; issued and outstanding: 94,677,001 at September 30, 2000 and 8,929,837
   at December 31, 1999                                                                          120                   13
Common stock warrant                                                                               -                  389
Additional paid-in capital                                                                   427,094              218,303
Deferred stock compensation                                                                   (8,306)             (17,792)
Accumulated deficit                                                                          (20,726)             (34,821)
Notes receivable from shareholders                                                              (723)                (555)
Unrealized losses on investments                                                                 (24)                   -
Cumulative translation adjustment                                                                 69                   95
                                                                               ---------------------- --------------------
Total stockholders' equity                                                                   397,504              165,720
                                                                               ---------------------- --------------------
   Total liabilities, minority interest, and stockholders' equity                          $ 544,312            $ 271,788
                                                                               ====================== ====================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       3
<PAGE>

                                 UTSTARCOM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                              -------------------------   ------------------------
                                                                                Three months ended           Nine months ended
                                                                                   September 30,               September 30,
                                                                              -------------------------   ------------------------
                                                                                2000            1999       2000             1999
                                                                              -------------------------   ------------------------
                                                                                   (Unaudited)                  (Unaudited)

<S>                                                                           <C>            <C>         <C>            <C>
Net sales                                                                     $ 103,812      $ 55,019    $ 242,579      $ 124,701
Cost of sales (excludes stock compensation expense of $19, $3, $75 and $9)       67,853        31,956      157,348         73,781
                                                                              ---------      --------    ---------      ---------
Gross profit                                                                     35,959        23,063       85,231         50,920

Operating expenses:
  Selling, general and administrative expenses (excludes amortization
    of deferred stock compensation of $1,034, $2,117, $4,085 and $2,885)         11,114         8,755       30,056         22,634
  Research and development expenses (excludes amortization of deferred stock
    compensation of $842, $364, $6,097 and $865)                                 10,356         4,307       24,896         12,490
  Amortization of deferred stock compensation                                     1,895         2,484       10,257          3,759
  Amortization of intangible assets                                               1,224            38        3,671            112
                                                                              ---------      --------    ---------      ---------
Total operating expenses                                                         24,589        15,584       68,880         38,995
                                                                              ---------      --------    ---------      ---------
Operating income                                                                 11,370         7,479       16,351         11,925

Interest income                                                                   3,685           402        8,724          1,384

Interest expenses                                                                  (795)         (711)      (2,501)        (2,269)

Other income                                                                      1,490           331        1,968            198

Equity in net income (loss) of affiliated companies                                (256)           92         (583)           984
                                                                              ---------      --------    ---------      ---------
Income before income taxes and minority interest                                 15,494         7,593       23,959         12,222

Income tax expense                                                                3,786           303        8,501            488
                                                                              ---------      --------    ---------      ---------
Income before minority interest                                                  11,708         7,290       15,458         11,734

Minority interest in (earnings) of consolidated subsidiaries                       (838)         (644)      (1,363)        (1,233)
                                                                              ---------      --------    ---------      ---------
Income from continuing operations                                                10,870         6,646       14,095         10,501

Loss from discontinued operations                                                     -             -            -         (1,656)
                                                                              ---------      --------    ---------      ---------
Net income                                                                     $ 10,870      $  6,646     $ 14,095        $ 8,845
                                                                              =========      ========    =========      =========
Basic earnings (loss) per share:
  Income from continuing operations                                            $   0.12      $   0.76     $   0.19        $  1.22
  Loss from discontinued operations                                            $      -      $      -     $      -        $ (0.20)
                                                                              ---------      --------    ---------      ---------
  Net income - basic earnings per share                                        $   0.12      $   0.76     $   0.19        $  1.02
                                                                              =========      ========    =========      =========
Diluted earnings (loss) per share:
  Income from continuing operations                                            $   0.11      $   0.09     $   0.14        $  0.14
  Loss from discontinued operations                                            $      -      $      -     $      -        $ (0.02)
                                                                              ---------      --------    ---------      ---------
  Net income - diluted earnings per share                                      $   0.11      $   0.09     $   0.14        $  0.12
                                                                              =========      ========    =========      =========
Weighted average shares used in per-share calculation:
  - Basic                                                                        94,153         8,701       74,587          8,639
                                                                              =========      ========    =========      =========
  - Diluted                                                                     103,517        73,859      100,959         73,880
                                                                              =========      ========    =========      =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>


                                 UTSTARCOM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                                  NINE MONTHS ENDED
                                                                                              SEPTEMBER 30,  SEPTEMBER 30,
                                                                                               2000                1999
                                                                                              ----------------------------
                                                                                                     (Unaudited)
<S>                                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                                  $  14,095           $  8,845
Adjustments to reconcile net income to net cash used in operating activities:
   Loss from discontinued operations                                                                -              1,656
   Depreciation and amortization                                                                6,809              1,977
   Net loss on sale and disposal of assets                                                        761                470
   Amortization of deferred stock compensation                                                 10,257              3,759
   Equity in net (income) loss of affiliated companies                                            583               (984)
   Minority interest                                                                            1,363              1,233
   Changes in operating assets and liabilities:
     Accounts receivable and receivable from related parties                                  (40,520)            (6,666)
     Inventories                                                                              (34,483)            (7,744)
     Other current and non-current assets                                                      (8,229)            (5,665)
     Deferred tax assets                                                                            -             (2,699)
     Accounts payable and payable to related parties                                            4,616             (4,323)
     Income taxes payable                                                                       2,114              1,160
     Other current liabilities                                                                 19,587             11,681
                                                                                            ---------          ---------
Net cash (used in) provided by continuing operations                                          (23,047)             2,700
Net cash used in discontinued operations                                                            -               (530)
                                                                                            ---------          ---------
Net cash (used in) provided by operating activities                                           (23,047)             2,170
                                                                                            ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment                                                     (7,585)            (2,483)
Investment in affiliates, net                                                                  (8,225)              (719)
Proceeds from disposal of property                                                                136                997
Purchase of short-term investments                                                            (72,021)                 -
                                                                                            ---------          ---------
Net cash provided by continuing operations                                                    (87,695)            (2,205)
Net cash used in discontinued operations                                                            -                179
                                                                                            ---------          ---------
Net cash used in investing activities                                                         (87,695)            (2,026)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock, net of expenses                                                            196,283                 50
Proceeds from borrowing, net                                                                   17,224             17,104
Payments on shareholder notes, net                                                               (150)                 -
Unrealized holding loss                                                                           (25)                 -
                                                                                            ---------          ---------
Net cash provided by financing activities                                                     213,332             17,154

Effects of exchange rates on cash                                                                 (26)                 -
                                                                                            ---------          ---------
Net increase in cash and cash equivalents                                                     102,564             17,298
Net cash provided by discontinued operations                                                        -               (351)
                                                                                            ---------          ---------
Net increase in cash and cash equivalents                                                     102,564             17,649
Cash and cash equivalents at beginning of period                                               87,364             17,626
                                                                                            ---------          ---------
Cash and cash equivalents at end of period                                                  $ 189,928           $ 35,275
                                                                                            =========          =========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>




                                 UTSTARCOM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     (Information for the three and nine months ended September 30, 2000 and
September 30, 1999 is unaudited)

1.        BASIS OF PRESENTATION:

          UTStarcom, Inc. (the Company), a Delaware corporation, provides
communications equipment including network access systems, optical transmission
products and subscriber terminal products for service providers that operate
wireless and wireline networks. The Company's operations are conducted primarily
by its foreign subsidiaries that manufacture, distribute, and support the
Company's products in international markets, principally the People's Republic
of China (China).

          The accompanying consolidated financial statements include the
accounts of the Company and its wholly and majority (more than 50 percent) owned
subsidiaries, except for the Guangdong manufacturing subsidiary (GUTS) which is
accounted for using the equity method as the Company does not have voting
control over all significant matters. All significant intercompany accounts and
transactions have been eliminated in preparation of the consolidated financial
statements. Minority interest in consolidated subsidiaries and equity in
affiliated companies are shown separately in the consolidated financial
statements. Investments in affiliated companies, of which none represent greater
than 20 percent ownership, are accounted for using the cost method.

          The accompanying financial data as of September 30, 2000 and for the
three and nine months ended September 30, 2000 and September 30, 1999, have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The December 31, 1999 balance sheet was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. However, the Company
believes that the disclosures are adequate to make the information presented not
misleading. These condensed consolidated financial statements should be read in
conjunction with the Company's audited December 31, 1999 financial statements
including the notes thereto, and the other information set forth therein
included in the Company's Registration Statement on Form S-1.

          In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments (consisting of only normal
recurring adjustments) considered necessary for a fair presentation of the
Company's financial condition, the results of its operations and its cash flows
for the periods indicated. The results of operations for the three and nine
months ended September 30, 2000 are not necessarily indicative of the operating
results for the full year.

2.        EARNINGS (LOSS) PER SHARE (IN THOUSANDS, EXCEPT IN PER SHARE DATA):

          Basic earnings per share is computed by dividing income available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share is computed giving
effect to all dilutive potential common shares that were outstanding during
the period. Dilutive potential common shares consist of the incremental
common shares issuable upon the conversion of convertible preferred stock
(using the "if converted" method) and exercise of stock options and warrants
for all periods. Dilutive potential common shares are not included during
periods in which the Company experienced a net loss, as the impact would be
anti-dilutive.

                                       6
<PAGE>





          The following table presents the calculation of basic and diluted
earnings (loss) per share:

<TABLE>
<CAPTION>
                                                                 Three months ended                        Nine months ended
                                                    ---------------------------------------  --------------------------------------
                                                     September 30, 2000   September 30,1999   September 30, 2000  September 30,1999
                                                    -------------------   -----------------  -------------------  -----------------
                                                                   (Unaudited)                                (Unaudited)
<S>                                                      <C>                   <C>                <C>                  <C>
Numerator:
   Income from continuing operations                       $ 10,870              $ 6,646            $ 14,095             $ 10,501
   Loss from discontinued operations                       $      -              $     -            $      -             $ (1,656)
                                                          ---------             --------           ---------            ---------
   Net income                                              $ 10,870              $ 6,646            $ 14,095             $  8,845
                                                          =========             ========           =========            =========

Denominator:
   Weighted-average shares outstanding - basic               94,153                8,701              74,587                8,639
   Weighted-average shares outstanding - diluted            103,517               73,859             100,959               73,880

Basic earnings (loss) per share:
   Income from continuing operations                       $   0.12              $  0.76            $   0.19             $   1.22
   (Loss) from discontinued operations                     $      -              $     -            $      -             $  (0.20)
                                                          ---------             --------           ---------            ---------
                                                           $   0.12              $  0.76            $   0.19             $   1.02
                                                          =========             ========           =========            =========

Diluted earnings (loss) per share:
   Income from continuing operations                       $   0.11              $  0.09            $   0.14             $   0.14
   (Loss) from discontinued operations                     $      -              $     -            $      -             $  (0.02)
                                                          ---------             --------           ---------            ---------
                                                           $   0.11              $  0.09            $   0.14             $   0.12
                                                          =========             ========           =========            =========
</TABLE>


3.       SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (IN THOUSANDS):

<TABLE>
<CAPTION>
                                                     Nine months period ended
                                                          September 30,
                                                          -------------
                                                        2000            1999
                                                        ----            ----
                                                             (Unaudited)

<S>                                                  <C>            <C>
Cash paid during the period for:
Interest                                              $   2,410      $  3,174
Income taxes                                          $   6,128      $  1,120
</TABLE>


         Noncash investing and financing activities were as follows:

<TABLE>
<CAPTION>
                                                     Nine months period ended
                                                           September 30,
                                                           -------------
                                                       2000           1999
                                                       ----           ----
                                                           (Unaudited)

<S>                                                    <C>            <C>
Distribution of net assets to shareholders             $      -       $ 4,956
Receivable from shareholders                           $     18       $     -
Non-qualified stock option exercise tax benefits       $  9,460       $     -
</TABLE>


4.       CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

         The Company considers all highly liquid debt and equity instruments
with an original maturity of three months or less at the date of purchase to
be cash equivalents. Short-term investments consist primarily of investments
with original maturities of less than twelve months.

                                       7
<PAGE>



          Pursuant to Statement of Financial Accounting Standards No. 115 ("SFAS
No. 115"), "Accounting for Certain Investments in Debt and Equity Securities"
debt securities that the Company does not have the positive intent and ability
to hold to maturity and all marketable equity securities are classified as
available-for-sale and are carried at fair value. Unrealized holding gains and
losses on securities classified as available-for-sale are carried as a separate
component of stockholders' equity. Unrealized holdings gains and losses on
securities classified as available-for-sale are reported as earnings. The fair
value of investments is determined based upon quoted market prices. The cost of
debt securities is adjusted for amortization of premiums and accretion of
discounts to maturity. Such amortization, interest income, realized gains and
losses and declines in value judged to be other than temporary are included in
interest and other income. The cost of securities is based on specific
identification.

          All of the Company's cash equivalents and short-term investments are
classified as available-for-sale. At September 30, 2000, $93.4 million of
available-for-sale securities were included in cash equivalents and $72.0
million of available-for-sale securities were included in short-term
investments. These available-for-sale securities consisted of government
sponsored entities notes, commercial paper, floating rate corporate bonds and
fixed income corporate bonds.

5.        DEBT TO SHAREHOLDERS (IN THOUSANDS):

          Payable to related parties and debt to shareholder as of September 30,
2000 and December 31, 1999 consist of the following:

<TABLE>
<CAPTION>
                                      September 30, 2000             December 31, 1999
                                    --------------------           --------------------
                                        (Unaudited)

<S>                                         <C>                          <C>
Debt to shareholder-SOFTBANK                $    --                      $   8,745
</TABLE>


6.        DEBT (IN THOUSANDS):

The following represents the outstanding borrowings at September 30, 2000 and
December 31, 1999:

<TABLE>
<CAPTION>
                                                                                        September 30,       December 31
Note                                            Rate                  Maturity               2000               1999
----                                            ----                  --------               ----               ----
                                                                                         (Unaudited)

<S>          <C>                           <C>                  <C>                        <C>                  <C>
Bank of China(1)                      From 5.56% to 5.85%        From 1/01 to 09/01        $ 19,278               $ 27,108
China Merchants Bank(2)               6.44%                      03/01                        3,614                      -
Commercial Bank of Hangzhou(3)        6.44%                      10/00                        6,024                  6,024
Commercial Bank of Hangzhou(4)        6.21%                      06/10                       12,048                      -
Industrial & Commercial Bank of       5.85%                      05/01                        6,024                  1,446
   China(5)
China Construction Bank (6)           6.44%                      06/01                        4,819                      -
Other                                 Various                    Various                          9                     15
                                      -------------------------------------------------------------------------------------
Total debt                                                                                 $ 51,816               $ 34,593
Long-term debt                                                                               12,048                     -
                                                                                          --------------------------------
Short-term debt                                                                            $ 39,768               $ 34,593
                                                                                          ================================
</TABLE>



(1)       Guaranteed by the Company and the minority shareholder of Zhejiang
          manufacturing subsidiary (HUTS). This represents drawings on the
          Company's line of credit with the bank. This line allows for
          borrowings of up to $84,337.

(2)       Collateralized by $1,500 deposited with the bank and guaranteed by
          HUTS. This line allows for borrowings of up to $3,614 and matures on
          March 1, 2001.

(3)       Guaranteed by HUTS. This line allows for borrowings of up to $6,024
          and matures in October 2000.

(4)       Guaranteed by UTStarcom-China. This line allows for borrowings of up
          to $24,096 and matures in June 2010.

(5)       Guaranteed by HUTS. This line allows for borrowings of up to $6,024
          and matures in May 2001.

(6)       Guaranteed by HUTS. This line allows for borrowings of up to $4,819
          and matures in June 2001.

                                       8
<PAGE>

7.        COMPREHENSIVE INCOME (LOSS):

          The Company's total comprehensive net income was as follows (in
thousands):

<TABLE>
<CAPTION>
                                               Three months ended September 30,             Nine months ended September 30,

                                                      2000          1999                       2000          1999
                                                      ----          ----                       ----          ----
<S>                                                 <C>          <C>                          <C>          <C>
Net income                                           $ 10,870     $ 6,646                      $ 14,095     $ 8,845

Change in cumulative translation adjustments              (16)          -                           (26)          -

Unrealized gain (loss) on investments                      42           -                           (24)          -

                                                   -----------------------                    ----------------------
Total comprehensive income                           $ 10,896     $ 6,646                      $ 14,045     $ 8,845
                                                   =======================                    ======================
</TABLE>




8.        INITIAL PUBLIC OFFERING:

          On March 3, 2000, the Company sold 11,500,000 shares of common stock
including the exercise of the underwriters' over-allotment option at $18.00 per
share. The sale of the shares of common stock generated aggregate gross proceeds
of approximately $207.0 million for the Company. The aggregate net proceeds were
approximately $189.4 million, after deducting underwriting discounts and
commissions and related expenses. As of the effective date of the offering, all
of the convertible preferred stock outstanding was converted into 70,377,322
shares of common stock. The net proceeds are expected to be used for general
corporate purposes, including working capital and capital expenditures. A
portion of the net proceeds may also be used to acquire or invest in
complementary businesses, technologies or product offerings; however, there are
no current material agreements or commitments with respect to any such
activities.


9.        RECENT ACCOUNTING PRONOUNCEMENTS:

          In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 provides guidance for revenue recognition under certain
circumstances. Implementation of SAB 101 has been delayed by the Securities and
Exchange Commission until the fourth quarter of the fiscal years beginning after
December 15, 1999. The Securities and Exhange Commission issued a "Frequently
Asked Questions and Answers" document (the "FAQ") in October 2000. Because the
Company has complied with generally accepted accounting principles for its
historical revenue recognition, a change, if any, in its revenue recognition
policy resulting from SAB 101 will be reported as a change in accounting
principle in the quarter ended December 31, 2000 and may require a cumulative
adjustment as of the beginning of the first quarter of 2000. The Company is
continuing to evaluate the impact of SAB 101 and the FAQ on its financial
statements and related disclosures.

          In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivatives and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133." SFAS No. 137 deferred the effective date of SFAS No.
133 until fiscal years beginning after June 15, 2000. UTStarcom will adopt SFAS
No. 133 during its year ending December 31, 2001. UTStarcom is unable to predict
the impact of adopting SFAS No. 133.


                                       9
<PAGE>

10.       COMMITMENTS AND CONTINGENCIES:

          We have entered into a purchase agreement totaling approximately
$10.7 million with Hainan Xinhuangpu Investment Co., Ltd., Hua You Starcom
Communication Co., Ltd and Stable Gain International Ltd. We agreed to
purchase software intellectual property from Hua You Starcom Communication
Co., Ltd and Stable Gain International Ltd, and the development employees and
certain related fixed assets from Hainan Xinhuangpu Investment Co. Ltd. The
transfer of the software intellectual property will be recorded upon the
completion of government approvals.

11.       COUNTRY RISKS:

          Almost 99% of our sales for the three and nine months ended September
30, 2000 were made in China. Accordingly, our business, financial condition and
results of operations may be influenced by the political, economic and legal
environment in China, and by the general state of China's economy. Our
operations in China are subject to special considerations and significant risks
not typically associated with companies in the United States. These include
risks associated with, among others, the political, economic and legal
environments and foreign currency exchange. Our results may be adversely
affected by, among other things, changes in the political, economic and social
conditions in China, and by changes in governmental policies with respect to
laws and regulations, changes in China's telecommunications industry and
regulatory rules and policies, anti-inflationary measures, currency conversion
and remittance abroad, and rates and methods of taxation.

          Beginning in January 1, 1999, China's government required that all
manufacturers of telecommunications equipment connected to public or private
telecommunications networks within China obtain a network access license for
each of its products. Sellers are prohibited from selling or advertising for
sale equipment for which its manufacturer has not obtained a network access
license and may be liable for penalties in an amount up to three times revenue
from the sale of any equipment sold beginning January 1, 1999 without a license.
Failure to obtain the required licenses could permit the authorities to force
the Company to remove previously installed equipment and could preclude the
Company from making further sales of the unlicensed products in China, which
would substantially harm the Company's business.

          In June, 2000 the Ministry of Information Industry issued an internal
notice concluding its review of PHS-based equipment. Our Airstar system will
continue to be allowed in China's county-level cities and counties, which are
our primary markets for our Airstar system. In large and medium-sized cities,
our Airstar system may be used on a limited basis where there is a high
concentration of population, such as campuses, commercial buildings and special
development zones. New city-wide Airstar system deployments will not be allowed
in large and medium-size cities. The evaluation group for access networks under
the Ministry of Information Industry has recommended that the Ministry of
Information Industry issue a license for our Airstar system. However, we do not
yet have this network access license and we cannot provide any assurance that
such a license will be issued for our Airstar system. In addition, there is no
assurance that the Ministry of Information Industry will not conduct any further
review/evaluation of PHS-based equipment or change its order regarding PHS-based
system in the future.

          Management has also applied for network access licenses for other
products which the Company is no longer manufacturing but had previously sold.
However, the Company has not yet received these access licenses and has no any
assurance that a license will be issued. Management believes that no penalties
or fines will be payable for non-compliance with the licensing requirements for
both Airstar system and other products and that there will be no adverse effect
on the Company's business or financial condition.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

          This report contains forward-looking statements, which reflect the
Company's current views with respect to future events, which may impact the
Company's results of operations and financial condition. In this report, the
words "anticipates," "believes," "expects," "intends," "future" and similar
expressions identify forward-looking statements. These forward-looking
statements are subject to risks and uncertainties and other factors, including
without limitation those set forth below under the caption "Factors Which May
Affect Future Results," which could cause actual future results to differ
materially from historical results or those described in the forward-looking
statements. The forward-looking statements contained in this report should be
considered in light of these and other factors. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof.

OVERVIEW

          We provide communications equipment for service providers that operate
wireless and wireline networks in rapidly growing



                                       10
<PAGE>

communications markets. Our integrated suite of network access systems, optical
transmission products and subscriber terminal products allows service providers
to offer efficient and scalable voice, data and Internet access services.
Service providers can easily integrate our standards-based systems into their
existing networks and deploy our systems in new broadband, IP-based and wireless
network rollouts. To date, substantially all of our sales have been to service
providers in China.

          We incorporated in Delaware as Unitech Industries Inc. in 1991. Since
our incorporation, we have focused our resources on developing products for
China's communications market. We shipped our first network access products in
1993. In 1994, we changed our name to Unitech Telecom, Inc. In 1995, we acquired
StarCom Network Systems, Inc. and changed our name to UTStarcom, Inc. During
1996, we introduced our advanced, V5.1 and V5.2 compliant, multi-service network
access product, the AN-2000. Late in 1996, we introduced our Airstar wireless
access system. In December 1999, we completed the acquisition of Wacos, Inc., a
research and development subsidiary that develops IP-based switching systems. As
part of our business operations in China, we have established a wholly owned
subsidiary and three joint ventures in that country.

          To date, we have derived substantially all of our revenues from sales
of communications equipment to service providers in China. Each of the Posts and
Telecommunication Bureaus (PTBs) to whom we sell our equipment in China is part
of the China Telecom system and subject to its ultimate control. However,
equipment purchasing decisions are generally made at the individual PTB level.
Our customers often make a large initial purchase of our equipment followed by
supplemental purchases of enhancements and upgrades. As a result, our largest
revenue-producing customers typically vary from period-to-period.

          Almost 99% of our sales for the three months ended September 30, 2000
were made in China. Accordingly, our business, financial condition and results
of operations may be influenced by the political, economic and legal environment
in China, and by the general state of China's economy. Our operations in China
are subject to special considerations and significant risks not typically
associated with companies in the United States. These include risks associated
with, among others, the political, economic and legal environments and foreign
currency exchange. Our results may be adversely affected by, among other things,
changes in the political, economic and social conditions in China, and by
changes in governmental policies with respect to laws and regulations, changes
in China's telecommunications industry and regulatory rules and policies,
anti-inflationary measures, currency conversion and remittance abroad, and rates
and methods of taxation.

          Specifically, remittances from China which are of a capital nature,
such as the repayment of bank loans denominated in foreign currencies, require
approval from appropriate governmental authorities before Renminbi can be used
to purchase foreign currency. Although the payment of cash dividends is
permitted so long as our subsidiaries have sufficient reserves and adequate
amounts of Renminbi to purchase foreign currency, regulations restrict the
ability of our subsidiaries to transfer funds to us through intercompany loans
and advances.

          We sell our products in China through a direct sales force. The
evaluation period for our products may span a year or more. Revenue from product
sales is recognized when title is passed and all significant contractual
obligations have been satisfied and collection of the resulting receivable is
reasonably assured. Title passes on customer acceptance.

          Cost of sales consists primarily of material costs, third party
commissions, costs associated with assembly and testing of products, costs
associated with installation and customer training and overhead and warranty
costs. Cost of sales also includes import taxes on components.

          Our gross profit has been affected by material costs, product mix,
average selling prices, and the type of distribution channel through which we
sell our products. Our gross profit, as a percentage of net sales, varies among
our product families. The gross profits, as a percentage of net sales, on our
mobile phone handsets are very low. We expect that our overall gross profit, as
a percentage of net sales, will fluctuate from period to period as a result of
shifts in product mix, anticipated decreases in average selling prices and our
ability to reduce product costs.

          Selling, general and administrative expenses include compensation and
benefits, professional fees, sales commissions, provision for uncollectible
accounts receivable and travel and entertainment costs. We intend to pursue
aggressive selling and marketing campaigns and to expand our direct sales
organization and, as a result, our sales and marketing expenses will increase in
future periods. We also expect that in support of our continued growth and our
operations as a public company general and administrative expenses will continue
to increase for the foreseeable future.

          Research and development expenses consist primarily of salaries and
related costs of employees engaged in research, design and development
activities, the cost of parts for prototypes, equipment depreciation and third
party development expenses. We believe that continued investment in research and
development is critical to our long-term success. Accordingly, we expect that
our research and development expenses will increase in future periods.

                                       11
<PAGE>

          In connection with the grant of stock options to some of our
employees, we recorded net deferred compensation of $15.9 million during 1999
and $2.9 million during the nine months ended September 30, 2000, representing
the difference between the deemed fair value of common stock for accounting
purposes and the option exercise price for these options at the date of grant.
In connection with grants to non-employees during 1999, we recorded deferred
compensation of $7.4 million. Deferred compensation is presented as a reduction
of stockholders' equity, with amortization recorded over the vesting period of
the option, which is generally four years. We recorded stock compensation
expense of approximately $5.6 million during 1999 and $10.3 million during the
nine months ended September 30, 2000. At September 30, 2000, approximately $8.3
million remained to be amortized.

          Amortization of intangible assets consists primarily of the
amortization of intangible assets associated with acquisitions in China and our
acquisition of the minority interest in our Wacos, Inc. subsidiary.

          Consolidated equity in net income (loss) of affiliated companies
comprises our share of the earnings from our Guangdong manufacturing subsidiary.

          Under current regulations in China, foreign investment enterprises
that have been accredited as technologically advanced enterprises are entitled
to additional tax incentives. These tax incentives vary in different locales and
could include preferential national enterprise income tax treatment at 50% of
the usual rates for different periods of time. All of our active subsidiaries in
China were accredited as technologically advanced enterprises.

          Minority interest in (earnings) loss of consolidated subsidiaries
represents the share of earnings in our Zhejiang manufacturing joint venture
that is owned by our subsidiary partner.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

          NET SALES. Our net sales increased 88.7% from $55.0 million for the
three months ended September 30, 1999 to $103.8 million for the corresponding
period in 2000. This increase was primarily due to an increase in sales volume
of our Airstar system. For the three months ended September 30, 2000, sales to
Jiangmen PTB and Xi An PTB accounted for 10.5% and 7.8% of our net sales,
respectively. For the three months ended September 30, 1999, sales to Xi An PTB
accounted for 48.8% of our net sales.

          GROSS PROFIT. Gross profit increased 55.9% from $23.1 million for the
three months ended September 30, 1999 to $36.0 million for the corresponding
period in 2000. Gross profit, as a percentage of net sales, decreased from 41.9%
for the three months ended September 30, 1999 to 34.6% for the three months
ended September 30, 2000. The decrease in gross profit, as a percentage of net
sales, was primarily due to increases in sales of lower margin handsets.

          SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses increased 26.9% from $8.8 million for the three months
ended September 30, 1999 to $11.1 million for the corresponding period in 2000.
The increase in selling, general and administrative expenses was primarily due
to increased sales and administrative personnel and related expenses associated
with the growth in net sales and the expansion of our overall level of business
activities. Selling, general and administrative expenses as a percentage of net
sales decreased from 15.9% for the three months ended September 30, 1999 to
10.7% for the corresponding period in 2000. The decrease in selling, general and
administrative expenses as a percentage of net sales was primarily due to
economies of scale associated with the significant increases in net sales. We
expect our selling, general and administrative expenses to increase in absolute
dollar amounts in future periods as sales and marketing activities increase and
we further invest in infrastructure and incur additional expenses related to
anticipated growth of our business and operation as a publicly held company.

          RESEARCH AND DEVELOPMENT Research and development expenses increased
140.4% from $4.3 million for the three months ended September 30, 1999 to $10.4
million for the corresponding period in 2000. The increase in research and
development expenses was primarily due to the hiring of additional technical
personnel and increased prototype expenses and licensing fees to support our
research and development efforts. As a percentage of net sales, research and
development expenses increased from 7.8% for the three months ended September
30, 1999 to 10.0% for the corresponding period in 2000. We expect our research
and development expenses to increase in absolute dollar amounts in future
periods as we expand our research and development organization to support new
product development.

          AMORTIZATION OF DEFERRED STOCK COMPENSATION Amortization of deferred
stock compensation decreased from $2.5 million for the three months ended
September 30, 1999 to $1.9 million for the corresponding period in 2000. The
expense is related to certain stock option grants to employees and non-employees
which we are amortizing over the vesting periods of the applicable options.

                                       12
<PAGE>

          AMORTIZATION OF INTANGIBLE ASSETS Amortization of intangible assets
increased from $38,000 for the three months ended September 30, 1999 to $1.2
million for the corresponding period in 2000. The increase in amortization of
intangible assets was due to the increase in amortization associated with our
December 1999 acquisition of the portion of our Wacos, Inc. subsidiary owned by
the minority shareholders.

          INTEREST INCOME (EXPENSES), NET Net interest expenses were $0.3
million for the three months ended September 30, 1999 and net interest income
was $2.9 million for the corresponding period in 2000. The increase in interest
income was primarily due to increased interest income from higher average cash
balances.

          OTHER INCOME (EXPENSES), NET Other income was $0.3 million for the
three months ended September 30, 1999 and other income was $1.5 million for the
corresponding period in 2000. The increase in other income was primarily due to
a one-time non-cash gain on non-trade receivables.

          EQUITY IN INCOME (LOSS) OF AFFILIATED COMPANIES Consolidated equity in
net income of affiliated companies was $92,000 for the three months ended
September 30, 1999 and consolidated equity in net loss of affiliated companies
was $0.3 million for the corresponding period in 2000. The change between the
two periods was primarily due to the decrease of net income at our Guangdong
manufacturing subsidiary.

          INCOME TAX EXPENSE Income tax expense was $0.3 million for the three
months ended September 30, 1999 and income tax expense was $3.8 million for the
corresponding period in 2000. The increase in the income tax expenses was due to
our increasing income.

          MINORITY INTEREST IN EARNINGS OF CONSOLIDATED SUBSIDIARIES Minority
interest in earnings of consolidated subsidiaries was $0.6 million for the three
months ended September 30, 1999 and $0.8 million for the corresponding period in
2000. The change between the two periods was primarily due to the increased
profitability at our Zhejiang subsidiary.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

          NET SALES. Our net sales increased 94.5% from $124.7 million for the
nine months ended September 30, 1999 to $242.6 million for the corresponding
period in 2000. This increase was primarily due to an increase in sales volume
of our Airstar system. For the nine months ended September 30, 2000, sales to
Hangzhou PTB accounted for 17.6% of our net sales. For the nine months ended
September 30, 1999, sales to Xi An PTB and Kun Ming PTB accounted for 21.5% and
15.9% of our net sales, respectively.

          GROSS PROFIT. Gross profit increased 67.4% from $50.9 million for the
nine months ended September 30, 1999 to $85.2 million for the corresponding
period in 2000. Gross profit, as a percentage of net sales, decreased from 40.8%
for the nine months ended September 30, 1999 to 35.1% for the nine months ended
September 30, 2000. The decrease in gross profit, as a percentage of net sales,
was primarily due to increases in sales of lower margin handsets.

          SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses increased 32.8% from $22.6 million for the nine months
ended September 30, 1999 to $30.1 million for the corresponding period in 2000.
The increase in selling, general and administrative expenses was primarily due
to increased sales and administrative personnel and related expenses associated
with the growth in net sales and the expansion of our overall level of business
activities. Selling, general and administrative expenses as a percentage of net
sales decreased from 18.2% for the nine months ended September 30, 1999 to 12.4%
for the corresponding period in 2000. The decrease in selling, general and
administrative expenses as a percentage of net sales was primarily due to
economies of scale associated with the significant increases in net sales. We
expect our selling, general and administrative expenses to increase in absolute
dollar amounts in future periods as sales and marketing activities increase and
we further invest in infrastructure and incur additional expenses related to
anticipated growth of our business and operation as a publicly held company.

          RESEARCH AND DEVELOPMENT Research and development expenses increased
99.3% from $12.5 million for the nine months ended September 30, 1999 to $24.9
million for the corresponding period in 2000. The increase in research and
development expenses was primarily due to the hiring of additional technical
personnel and increased prototype expenses and licensing fees to support our
research and development efforts. As a percentage of net sales, research and
development expenses increased from 10.0% for the nine months ended September
30, 1999 to 10.3% for the corresponding period in 2000. We expect our research
and development expenses to increase in absolute dollar amounts in future
periods as we expand our research and development organization to support new
product development.

          AMORTIZATION OF DEFERRED STOCK COMPENSATION Amortization of deferred
stock compensation increased from $3.8 million for the nine months ended
September 30, 1999 to $10.3 million for the corresponding period in 2000. The
expense

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<PAGE>
is related to certain stock option grants to employees and non-employees
which we are amortizing over the vesting periods of the applicable options.

          AMORTIZATION OF INTANGIBLE ASSETS Amortization of intangible assets
increased from $0.1 million for the nine months ended September 30, 1999 to $3.7
million for the corresponding period in 2000. The increase in amortization of
intangible assets was due to the increase in amortization associated with our
December 1999 acquisition of the portion of our Wacos, Inc. subsidiary owned by
the minority shareholders.

          INTEREST INCOME (EXPENSES), NET Net interest expenses were $0.9
million for the nine months ended September 30, 1999 and net interest income was
$6.2 million for the corresponding period in 2000. The increase in interest
income was primarily due to increased interest income from higher average cash
balances.

          OTHER INCOME (EXPENSES), NET Other income was $0.2 million for the
nine months ended September 30, 1999 and other income was $2.0 million for the
corresponding period in 2000. The increase in other income was primarily due to
gain on settlement of forward foreign exchange contract, dividend income from
our investment in affiliated companies, and a one-time non-cash gain on
non-trade receivables.

          EQUITY IN INCOME (LOSS) OF AFFILIATED COMPANIES Consolidated equity in
net income of affiliated companies was $1.0 million for the nine months ended
September 30, 1999 and consolidated equity in net loss of affiliated companies
was $0.6 million for the corresponding period in 2000. The change between the
two periods was primarily due to the decrease of net income at our Guangdong
manufacturing subsidiary.

          INCOME TAX EXPENSE Income tax expense was $0.5 million for the nine
months ended September 30, 1999 and income tax expense was $8.5 million for the
corresponding period in 2000. The increase in the income tax expenses was due to
our increasing income.

          MINORITY INTEREST IN EARNINGS OF CONSOLIDATED SUBSIDIARIES Minority
interest in earnings of consolidated subsidiaries was $1.2 million for the nine
months ended September 30, 1999 and $1.4 million for the corresponding period in
2000. The change between the two periods was primarily due to the increased
profitability at our Zhejiang subsidiary.

LIQUIDITY AND CAPITAL RESOURCES

          We have financed our operations through the sales of preferred stock,
bank lines of credit and our initial public offering in March 2000. In November
and December 1999, we secured private equity financing totaling $55.0 million.
In March, 2000, we raised $189.4 million in net proceeds from our initial public
offering. In April 2000, we have made a payment of $8.7M to SOFTBANK to repay
the shareholder loan. In July 2000, we established a line of credit with
Commercial Bank of Hangzhou to borrow up to $24.1 million. As of September 30,
2000, we have borrowed $12.0 million under this line of credit and classified
this $12.0 million borrowings as long-term debt. As of September 30, 2000, we
had working capital of $358.3 million, including $189.9 million in cash and cash
equivalents, $72.0 million of short term investments and $51.8 million of
Renminbi-denominated bank borrowings.

          We have invested $8.0 million and may invest up to an additional
$7.0 million in an investment fund established by SOFTBANK focused on
investments in Internet companies in China. Our investment will constitute
10% of the funding for the SOFTBANK investment fund, with SOFTBANK
contributing the remaining 90%. We will be a passive investor and have no
decision-making authority with respect to investments by the fund. The fund
will have a separate management team, and none of our employees will be
employed by the fund. One of our directors will serve as the Chief Executive
Officer of the fund, and our Chief Executive Officer will be chairman of the
board of the fund. We will not be obligated to pay, nor will we receive, any
fees in connection with services provided to the fund. We do not know what
material fees will be paid to or by SOFTBANK or any other parties in
connection with services provided to the fund.

          Net cash used in operations for the nine months ended September 30,
2000 of $23.0 million was primarily due to an increase in inventories, accounts
receivable and other current and non-current assets of $34.5 million, $40.5
million and $8.2 million. The uses of cash were partially offset by depreciation
and amortization expense of $6.8 million, amortization of deferred stock
compensation expense of $10.3 million, and an increase in other current
liabilities of $19.6 million.

          Net cash used in investing activities for the nine months ended
September 30, 2000 of $87.7 million was primarily due to acquisition of
property, plant and equipment of $7.6 million, our $8 million investment in
SOFTBANK investment fund, and the purchase of short-term investments of $72.0
million.

          Net cash provided by financing activities for the nine months ended
September 30, 2000 of $213.3 million was primarily due to net proceeds of $189.4
million from the issuance of common stock through our initial public offering,
and net proceeds of $17.2 million from borrowing under our lines of credit.

          Our international sales are generally denominated in local currencies.
Due to the limitations on converting Renminbi, we are limited in our ability to
engage in currency hedging activities in China. Although the impact of currency
fluctuations to date has been insignificant, we cannot guarantee that
fluctuations in currency exchange rates in the future will not have a material
adverse effect on revenues from international sales and, correspondingly, on our
business, financial condition and results of operations. We also have contracts
negotiated in Japanese Yen for purchasing portions of our inventories and
supplies. We have a multi-currency bank account in Japanese Yen for purchasing
portions of our inventories and supplies. The balance of this Japanese Yen
account as of September 30, 2000 is approximately $7.2 million.

          We believe that our existing cash and cash equivalents, short-term
investments and cash from operations will be sufficient to finance our
operations through at least the next 12 months. If additional financing is
needed, there can be no assurance that such financing will be available to us on
commercially reasonable terms, or at all.

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<PAGE>


FACTORS AFFECTING FUTURE OPERATING RESULTS


OUR FUTURE SALES ARE UNPREDICTABLE, OUR OPERATING RESULTS ARE LIKELY TO
FLUCTUATE FROM QUARTER TO QUARTER, AND IF WE FAIL TO MEET THE EXPECTATIONS OF
SECURITIES ANALYSTS OR INVESTORS, OUR STOCK PRICE COULD DECLINE SIGNIFICANTLY

          Our quarterly and annual operating results have fluctuated in the past
and are likely to fluctuate in the future due to a variety of factors, some of
which are outside of our control. As a result, period to period comparisons of
our operating results are not necessarily meaningful or indicative of future
performance. Furthermore, it is likely that in some future quarters our
operating results will fall below the expectations of securities analysts or
investors. If this occurs, the trading price of our common stock could decline.

          Factors that may affect our future operating results include:

          -         the timing, number and size of orders for our products, as
                    well as the relative mix of orders for each of our products,
                    particularly the volume of lower margin telephone handsets;

          -         the evolving and unpredictable nature of the economic,
                    regulatory and political environments in China and other
                    countries in which we market or plan to market our products;

          -         aggressive price reductions by our competitors;

          -         currency fluctuations;

          -         market acceptance of our products and product enhancements;

          -         the lengthy and unpredictable sales cycles associated with
                    sales of our products combined with the impact of this
                    variability on our suppliers' ability to provide us with
                    components on a timely basis; and

          -         longer collection periods of accounts receivable in China
                    and other countries.

          The limited performance history of some of our products, our limited
forecasting experience and processes and the emerging nature of our target
markets make forecasting our future sales and operating results difficult. Our
expense levels are based, in part, on our expectations regarding future sales,
and these expenses are largely fixed, particularly in the short term. In
addition, to enable us to promptly fill orders, we maintain inventories of
finished goods, components and raw materials. As a result, we commit to
considerable costs in advance of anticipated sales. In the past, a substantial
portion of our sales in each quarter resulted from orders received and shipped
in that quarter, and we have operated with a limited backlog of unfilled orders.
Accordingly, we may not be able to reduce our costs in a timely manner to
compensate for any unexpected shortfall between forecasted and actual sales. Any
significant shortfall of sales may require us to maintain higher levels of
inventories of finished goods, components and raw materials than we require,
thereby increasing our risk of inventory obsolescence and corresponding
inventory write-downs and write-offs. Although we have reserved against
inventory obsolescence, we cannot guarantee that these reserves will be adequate
to offset all write-downs or write-offs.

 WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT

          As of September 30, 2000, we had an accumulated deficit of
approximately $20.7 million. We anticipate continuing to incur significant sales
and marketing, research and development and general and administrative expenses
and, as a result, we will need to generate higher revenues to sustain
profitability. Numerous factors could negatively impact our results of
operations, including a decrease in sales, price pressures and a fixed cost
structure which could limit our ability to respond to declining revenues.
Although our sales have grown in recent quarters, our past results should not be
relied on as indications of our future performance. We cannot assure you that we
will be able to remain profitable in future periods.

COMPETITION IN OUR MARKETS MAY LEAD TO REDUCED PRICES, REVENUES AND MARKET SHARE

          We face intense competition in our target markets and expect
competition to increase. Increased competition in our target markets may result
in price reductions, reduced gross profit as a percentage of net sales and loss
of market share. Our principal competitors for our different product lines
include the following:



                                       15
<PAGE>

          -         AIRSTAR SYSTEM: Alcatel Alsthom CGE, S.A.; Ericsson LM
                    Telephone Co.; Huawei Technology Co., Ltd.; Lucent
                    Technologies, Inc.; Motorola, Inc.; NEC Corporation; Siemens
                    AG; and Zhongxing Telecommunications Equipment.


          -         AN-2000 AND OMUX: Advanced Fibre Communications, Inc.;
                    Alcatel; Bosch Telecom GmbH; ECI Telecom Ltd.; Ericsson;
                    Fujitsu Limited; Huawei; Lucent; NEC; Nokia Corporation;
                    Shanghai Bell Alcatel Mobile Communication; Siemens; and
                    Zhongxing.

          -         WACOS SYSTEM: Alcatel; Cisco Systems, Inc.; Clarent
                    Corporation; Ericsson; Huawei; Lucent; Motorola; Nokia;
                    Nortel Networks Corporation; Nuera Communications, Inc.;
                    Siemens; Tachion Networks, Inc.; and Vienna Systems Corp.

          We are increasingly facing competition from domestic companies in
China and believe that our strongest competition in the future may come from
these companies, many of which operate under lower cost structures and more
favorable governmental policies and with much larger sales forces than we do.
Furthermore, other companies not presently offering competing products may also
enter our target markets. Many of our competitors have significantly greater
financial, technical, product development, sales, marketing and other resources
than we do. Additionally, some competitors may be able to offer significant
financing arrangements to service providers, in some cases facilitated by
favorable government policies. Moreover, current and potential competitors have
established or may establish cooperative relationships among themselves or with
third parties, including our current customers, to increase their ability to
produce products that address the needs of service providers in our target
markets.

THE SUCCESS OF OUR BUSINESS DEPENDS ON A RELATIVELY SMALL NUMBER OF LARGE SYSTEM
DEPLOYMENTS, AND ANY CANCELLATION, REDUCTION OR DELAY IN THESE DEPLOYMENTS COULD
HARM OUR BUSINESS

          Our business is characterized by large system deployments for a
relatively small number of service providers. In the three months ended
September 30, 2000, one customer accounted for 10.5% of our net sales. Our
dependence on large system deployments makes our ability to provide systems in a
timely and cost-effective manner critically important to our business. We have
in the past experienced delays and encountered other difficulties in the
installation and implementation of our systems. Various factors could cause
future delays, including technical problems and the shortage of qualified
technicians. Any delays or difficulties in deploying our systems, or the
cancellation of any orders by service providers, could significantly harm our
business.

WE DO NOT HAVE SOME OF THE LICENSES WE REQUIRE TO SELL OUR NETWORK ACCESS
PRODUCTS IN CHINA

          Beginning January 1, 1999, China's government required that all
telecommunications equipment connected to public or private telecommunications
networks within China be approved by the Ministry of Information Industry and
the manufacturer of the equipment obtain a network access license for each of
its products. Sellers are prohibited from selling or advertising for sale
equipment for which its manufacturer has not obtained a network access license
and may be liable for penalties in an amount up to three times earnings from the
sale of any equipment sold beginning January 1, 1999 without a license. In
addition, any unlicensed equipment may be required to be removed from the
network. Failure to obtain the required licenses could require us to remove
previously installed equipment and would prohibit us from making further sales
of the unlicensed products in China, which would substantially harm our
business.

          The regulations implementing these requirements are not very detailed,
have not been applied by a court and may be interpreted and enforced by
regulatory authorities in a number of different ways. Accordingly, we have
obtained an opinion from our counsel in China as to which licenses we are
required to obtain. Based upon this counsel's advice, we believe that we have
obtained the required network access licenses for our AN-2000 system, bundled
OMUX product and standard OMUX product. We have applied for a network access
license for our Airstar system. In June, 2000 the Ministry of Information
Industry issued an internal notice concluding its review of PHS-based equipment.
Our Airstar system will continue to be allowed in China's county-level cities
and counties, which are our primary markets for our Airstar system. In large and
medium-sized cities, our Airstar system may be used on a limited basis where
there is a high concentration of population, such as communities, commercial
buildings and special development zones. New city-wide Airstar system
deployments will not be allowed in large and medium-size cities. The evaluation
group for access networks under the Ministry of Information Industry has
recommended that the Ministry of Information Industry issue a license for our
Airstar system. However, we do not yet have this network access license and we
cannot provide any assurance that such a license will be issued for our Airstar
system. In addition, there is no assurance that the Ministry of Information
Industry will not conduct any further review/evaluation of PHS-based equipment
or change its order regarding PHS-based system in the future. We have also
applied for network access licenses for other products which we are no longer
manufacturing but had previously sold to service providers in China. Network
access licenses will be required for any additional products that we may develop
for sale in China, including our WACOS system. Based upon verbal inquiries made
by our counsel in China to the Ministry of Information Industry, we believe that
for products which we sold before January 1, 1999, such as the Airstar system,
no penalties will be imposed by the Ministry of Information Industry for sales
we have made or will make



                                       16
<PAGE>

during the period in which an application for a network access license is
pending. However, our counsel in China has advised us that China's governmental
authorities may interpret or apply the regulations with respect to which
licenses are required and the ability to sell a product while an application for
a network access license is pending in a manner that is inconsistent with the
verbal representation received by our counsel in China, either of which could
have a material adverse effect on our business and financial condition.

OUR BUSINESS MAY SUFFER IF WE ARE UNABLE TO COLLECT PAYMENTS FROM OUR CUSTOMERS
ON A TIMELY BASIS

          Our customers often must make a significant commitment of capital to
purchase our products. As a result, any downturn in a customer's business that
affected the customer's ability to pay us could harm our financial condition.
Moreover, accounts receivable collection cycles historically tend to be much
longer in China than in other markets. The failure of any of our customers to
make timely payments could require us to write-off accounts receivable or
increase our accounts receivable reserves, either of which could adversely
affect our financial condition.

A DECLINE IN BUSINESS ACTIVITY DURING CHINA'S LUNAR NEW YEAR MAY RESULT IN
DECREASED SALES DURING OUR FIRST QUARTER

          Business activity in China declines considerably during the first
quarter of each year in observance of the Lunar New Year. As a result, sales
during the first quarter of our fiscal year have in the past typically been
lower than sales during the fourth quarter of the preceding year and we expect
this trend to continue in the future. We will continue to face this seasonality
in the future and do not have the ability to forecast with any degree of
certainty the impact of the decreased business activity during the Lunar New
Year on our sales and operating results.

OUR MARKET IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE, AND TO COMPETE EFFECTIVELY,
WE MUST CONTINUALLY INTRODUCE NEW PRODUCTS THAT ACHIEVE MARKET ACCEPTANCE

          The emerging market for communications equipment in developing
countries is characterized by rapid technological developments, frequent new
product introductions and evolving industry and regulatory standards. Our
success will depend in large part on our ability to enhance our network access
and switching technologies and develop and introduce new products and product
enhancements that anticipate changing service provider requirements and
technological developments. We may need to make substantial capital expenditures
and incur significant research and development costs to develop and introduce
new products and enhancements. If we fail to timely develop and introduce new
products or enhancements to existing products that effectively respond to
technological change, our business, financial condition and results of
operations could be materially adversely affected.

          From time to time, we or our competitors may announce new products or
product enhancements, services or technologies that have the potential to
replace or shorten the life cycles of our products and that may cause customers
to defer purchasing our existing products, resulting in inventory obsolescence.
Future technological advances in the communications industry may diminish or
inhibit market acceptance of our existing or future products or render our
products obsolete.

          Even if we are able to develop and introduce new products, we cannot
assure you that they will gain market acceptance. Market acceptance of our
products will depend on various factors including:

          -         our ability to obtain necessary approvals from regulatory
                    organizations;

          -         the perceived advantages of the new products over competing
                    products;

          -         our ability to attract customers who have existing
                    relationships with our competitors;

          -         product cost relative to performance; and

          -         the level of customer service available to support new
                    products.

          Specifically, sales of our AN-2000 system outside of China depend, in
part, on the adoption of the V5.2 standard in these markets. Additionally, sales
of our Personal Access System, or PAS, the mobile component of our Airstar
wireless system, will depend in part upon consumer acceptance of the mobility
limitations of this service. The introduction of inexpensive wireless telephone
service or other competitive services in China may have a material adverse
effect on sales of our Airstar systems in China. If our existing or new products
fail to achieve market acceptance for any reason, our business could be
seriously harmed.

                                       17
<PAGE>

OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO DELIVER QUALITY PRODUCTS ON A
TIMELY AND COST EFFECTIVE BASIS

          Our operating results depend on our ability to manufacture products on
a timely and cost effective basis. In the past, we have experienced reductions
in yields as a result of various factors, including defects in component parts
and human error in assembly. If we experience a deterioration in manufacturing
performance or a delay in production of any of our products, we could experience
delays in shipments and cancellations of orders. Moreover, networking products
frequently contain undetected software or hardware defects when first introduced
or as new versions are released. In addition, our products are often embedded in
or deployed in conjunction with service providers' products which incorporate a
variety of components produced by third parties. As a result, when a problem
occurs, it may be difficult to identify the source of the problem. These
problems may cause us to incur significant warranty and repair costs, divert the
attention of our engineering personnel from our product development efforts and
cause significant customer relation problems or loss of customers, any one of
which could harm our business.

          If future demand for our products requires additional manufacturing
capacity, we may invest in and build additional manufacturing facilities, most
likely in China. However, we cannot assure you that the new manufacturing
facilities will attain the same quality or level of efficiencies as our existing
facilities. Alternatively, or in addition, we may contract with third party
manufacturing facilities over which we may be unable to exercise the same degree
of quality control as we can over our own facilities. We currently have no
arrangements with any independent manufacturing facility, and we may not be able
to obtain independent manufacturing sources on commercially attractive terms if
and when needed.

WE DEPEND ON SOME SOLE SOURCE AND OTHER KEY SUPPLIERS FOR HANDSETS, COMPONENTS
AND MATERIALS USED IN OUR PRODUCTS, AND IF THESE SUPPLIERS FAIL TO PROVIDE US
WITH ADEQUATE SUPPLIES OF HIGH QUALITY PRODUCTS, OUR COMPETITIVE POSITION,
REPUTATION AND BUSINESS COULD BE HARMED

          Some components and materials used in our products are purchased from
a single supplier or a limited group of suppliers. If any supplier is unwilling
or unable to provide us with high quality components and materials in the
quantities required and at the costs specified by us, we may not be able to find
alternative sources on favorable terms, in a timely manner, or at all. Our
inability to obtain or to develop alternative sources if and as required could
result in delays or reductions in manufacturing or product shipments. Moreover,
these suppliers may delay product shipments or supply us with inferior quality
products. If any of these events occur, our competitive position, reputation and
business could suffer.

OUR ABILITY TO SOURCE A SUFFICIENT QUANTITY OF HIGH QUALITY HANDSETS AND OTHER
COMPONENTS USED IN OUR PRODUCTS MAY BE LIMITED BY CHINA'S IMPORT RESTRICTIONS
AND DUTIES AS WELL AS OUR ABILITY TO OBTAIN SUFFICIENT DOMESTIC MANUFACTURING
CAPACITY

          We require a significant number of imported components to manufacture
our products in China. Imported electronic components and other imported goods
used in the operation of our business are subject to a variety of permit
requirements, approval procedures and import duties. Failure to obtain necessary
permits or approvals, administrative actions by China's government to limit
imports of certain components, or non-payment of required import duties could
subject us to penalties and fines and could adversely affect our ability to
manufacture and sell our products in China. In addition, import duties increase
the cost of our products and may make them less competitive.

          In particular, an integral component of our Airstar PAS system is the
handset used by subscribers to make and receive mobile telephone calls. Our
inability to obtain a sufficient number of high quality handsets could severely
harm our business. Currently, a worldwide shortage of handsets exists. Although
we have contracted with Japanese vendors to manufacture handsets under the
UTStarcom label, we cannot assure you that they will be able to supply adequate
quantities of handsets. Moreover, we must pay an import duty on each handset
that we import into China, which may result in a competitive cost advantage for
our competitors who produce handsets in China. As a result, we are evaluating
various manufacturing alternatives within China. Currently, we are in the early
stages of negotiations with third parties to manufacture handsets for us in
China. We may be unable to enter into arrangements with third parties who are
capable of producing adequate quantities of high-quality handsets. We also
intend to develop the capacity to manufacture our own handsets. However, we may
be unsuccessful in our efforts to do so. Additionally, to comply with
manufacturing regulations in China we will need to obtain components for our
handsets from local sources. These sources may not be able to produce adequate
quantities of components that meet our quality standards.

IF WE ARE UNABLE TO EXPAND OUR DIRECT SALES OPERATION IN CHINA AND INDIRECT
DISTRIBUTION CHANNELS ELSEWHERE OR SUCCESSFULLY MANAGE OUR EXPANDED SALES
ORGANIZATION, OUR OPERATING RESULTS MAY SUFFER



                                       18
<PAGE>

          Our distribution strategy focuses primarily on developing and
expanding our direct sales organization in China and our indirect distribution
channels outside of China. We may not be able to successfully expand our direct
sales organization in China and the cost of any expansion may exceed the revenue
generated from these efforts. Even if we are successful in expanding our direct
sales organization in China, we may not be able to compete successfully against
the significantly larger and better-funded sales and marketing operations of
current or potential competitors. In addition, if we fail to develop
relationships with significant international resellers or manufacturers'
representatives, or if these resellers or representatives are not successful in
their sales or marketing efforts, we may be unsuccessful in our expansion
efforts outside China.

WE EXPECT AVERAGE SELLING PRICES OF OUR PRODUCTS TO DECREASE WHICH MAY REDUCE
OUR REVENUES, AND, AS A RESULT, WE MUST INTRODUCE NEW PRODUCTS AND REDUCE OUR
COSTS IN ORDER TO MAINTAIN PROFITABILITY

          The average selling prices for communications access and switching
systems and subscriber terminal products, such as handsets, in China have been
declining as a result of a number of factors, including:

          -         increased competition;

          -         aggressive price reductions by competitors;

          -         rapid technological change; and

          -         price and performance enhancements.

          We have in the past experienced and expect in the future to experience
substantial period-to-period fluctuations in operating results due to declining
average selling prices. We anticipate that average selling prices of our
products will decrease in the future in response to product introductions by us
or our competitors or other factors, including price pressures from customers.
Therefore, we must continue to develop and introduce new products and
enhancements to existing products that incorporate features that can be sold at
higher average selling prices. Failure to do so could cause our revenues and
gross profit, as a percentage of net sales, to decline.

          Our cost reduction efforts may not allow us to keep pace with
competitive pricing pressures or lead to improved gross profit, as a percentage
of net sales. In order to be competitive, we must continually reduce the cost of
manufacturing our products through design and engineering changes. We may not be
successful in redesigning our products or delivering our products to market in a
timely manner. We cannot assure you that any redesign will result in sufficient
cost reductions to allow us to reduce the prices of our products to remain
competitive or to improve or maintain our gross profit, as a percentage of net
sales.

SHIFTS IN OUR PRODUCT MIX MAY RESULT IN DECLINES IN GROSS MARGIN PERCENTAGE OF
NET SALES

          Our gross profit margin percentage of net sales varies among our
product groups. Our gross margin percentage of net sales is generally higher on
our access network system products and our gross margin percentage of net sales
is significantly lower on our handset products. We also anticipate that the
gross margin percentage of net sales may be lower for our newly developed
products due to start-up costs and may improve as unit volumes increase and
efficiency can be realized. Our overall gross margin percentage of net sales has
fluctuated from period to period as a result of shifts in product mix, the
introduction of new products, decreases in average selling prices for older
products and our ability to reduce product costs. As a result of a growth in
sales of handset products over the past few quarters, we have experienced a
sustained product shift toward a greater percentage of handset products
resulting in a decline in overall gross margin percentage of net sales. In
addition, we expect to introduce new products in the future periods. As a result
of these recent trends, a potential decrease in overall gross margin percentage
of net sales may be experienced over the next few quarters.

SERVICE PROVIDERS SOMETIMES EVALUATE OUR PRODUCTS FOR LONG AND UNPREDICTABLE
PERIODS WHICH CAUSES THE TIMING OF PURCHASES AND OUR RESULTS OF OPERATIONS TO BE
UNPREDICTABLE

          The period of time between our initial contact with a service provider
and the receipt of an actual purchase order may span a year or more. During this
time, service providers may subject our products to an extensive and lengthy
evaluation process before making a purchase. The length of these qualification
processes may vary substantially by product and service provider, making our
results of operations unpredictable. We may incur substantial sales and
marketing expenses and expend significant management effort during this process,
which ultimately may not result in a sale. These qualification processes often
make it difficult to obtain new customers, as service providers are reluctant to
expend the resources necessary to qualify a new supplier if they have one or
more existing qualified sources.

OUR INABILITY TO EXERCISE COMPLETE CONTROL OVER OUR SUBSIDIARIES MAY BE
DETRIMENTAL TO OUR BUSINESS

                                       19
<PAGE>

          A considerable portion of our operations is and will continue to be
conducted through direct and indirect subsidiaries. For example, we own an 88%
interest in a joint venture which operates the Zhejiang manufacturing facility
and a 51% interest in a joint venture which operates the Guangdong manufacturing
facility. Even though we may own a majority interest in these joint ventures, we
do not have sole power to control all of the policies and decisions of these
jointly-owned subsidiaries.

          Under the law of China governing Sino-foreign joint ventures, equity
holders exercise rights primarily through the board of directors, which
constitutes the highest authority of the joint venture. Although we own a
majority of the Guangdong joint venture, we are only entitled to appoint a
minority of the directors to the joint venture's board of directors, which
prevents us from controlling the actions of the board. Moreover, even though we
hold a majority of the board seats in the Zhejiang joint venture, China law
requires unanimous approval of the board of directors for some significant
corporate actions, including:

          -         amendment of the Articles of Association of the joint
                    venture;

          -         liquidation or dissolution of the joint venture;

          -         any increase, decrease or transfer of equity interests of
                    any party to the joint venture; and

          -         a merger of the joint venture with another economic entity.

          Our operating results and cash flow depend on the operating results
and cash flow of our subsidiaries and the payment of funds by those subsidiaries
to us. These subsidiaries are separate and distinct legal entities and have no
obligation, contingent or otherwise, to pay dividends or otherwise provide
financial benefits to us. Moreover, with respect to our Guangdong manufacturing
joint venture, any payment of dividends to us must be agreed to by our joint
venture partner, whose interests in receiving dividend distributions may not
coincide with ours. In addition, applicable law in some countries including
China limits the ability of a subsidiary to pay dividends for various reasons
including the absence of sufficient distributable reserves. In the event of any
insolvency, bankruptcy or similar proceedings, creditors of the subsidiaries
would generally be entitled to priority over us with respect to assets of the
affected subsidiary. In addition, because our joint venture partners in both
Zhejiang and Guangdong provinces are affiliated with the provincial Posts and
Telecommunications Administrations that operate the telecommunication networks
in these areas, if we fail to maintain these joint ventures, sales to our
customers located in these areas may decrease.

OUR MULTI-NATIONAL OPERATIONS SUBJECT US TO VARIOUS ECONOMIC, POLITICAL,
REGULATORY AND LEGAL RISKS

          We market and sell our products in China and other markets. The
expansion of our existing multi-national operations and entry into additional
international markets will require significant management attention and
financial resources. Multi-national operations are subject to inherent risks,
including:

          -         difficulties in designing products that are compatible with
                    varying international communications standards;

          -         longer accounts receivable collection periods and greater
                    difficulty in accounts receivable collection;

          -         unexpected changes in regulatory requirements;

          -         changes to import and export regulations, including quotas,
                    tariffs and other trade barriers;

          -         delays or difficulties in obtaining export and import
                    licenses;

          -         potential foreign exchange controls and repatriation
                    controls on foreign earnings;

          -         exchange rate fluctuations and currency conversion
                    restrictions;

          -         the burdens of complying with a variety of foreign laws and
                    regulations;

          -         difficulties and costs of staffing and managing
                    multi-national operations;

          -         reduced protection for intellectual property rights in some
                    countries;

                                       20
<PAGE>


          -         potentially adverse tax consequences; and

          -         political and economic instability.



          Multinational companies are required to establish intercompany pricing
for transactions between their separate legal entities operating in different
taxing jurisdictions. These intercompany transactions are subject to audit by
taxing authorities in the jurisdictions in which multinational companies
operate. An additional tax liability may be incurred if it is determined that
intercompany pricing was not done at arm's length. We believe we have adequately
estimated and recorded our liability arising from intercompany pricing, but we
cannot assure you that an additional tax liability will not result from audits
of our intercompany pricing policies.

          In markets outside of China, we rely on a number of original equipment
manufacturers, or OEMs, and third-party distributors and agents to market and
sell our network access products. If these OEMs, distributors or agents fail to
provide the support and effort necessary to service developing markets
effectively, our ability to maintain or expand our operations outside of China
will be negatively impacted. We cannot assure you that we will successfully
compete in these markets, that our products will be accepted or that we will
successfully overcome the risks associated with international operations.

          Our international sales are generally denominated in local currencies.
Due to the limitations on converting Renminbi, we are limited in our ability to
engage in currency hedging activities in China. Although the impact of currency
fluctuations to date has been insignificant, fluctuations in currency exchange
rates in the future may have a material adverse effect on our results of
operations. We have a multi-cash bank account in Japanese Yen for purchasing
portions of our inventories and supplies. As of September 30, 2000, this
Japanese Yen bank account is valued at $7.2 million.

OUR FAILURE TO MEET INTERNATIONAL AND GOVERNMENTAL PRODUCT STANDARDS COULD BE
DETRIMENTAL TO OUR BUSINESS

          Many of our products are required to comply with numerous government
regulations and standards, which vary by market. As standards for products
continue to evolve, we will need to modify our products or develop and support
new versions of our products to meet emerging industry standards, comply with
government regulations and satisfy the requirements necessary to obtain
approvals. Our inability to obtain regulatory approval and meet established
standards could delay or prevent our entrance into or force our departure from
markets.

OUR RECENT GROWTH HAS STRAINED OUR RESOURCES, AND IF WE ARE UNABLE TO MANAGE AND
SUSTAIN OUR GROWTH, OUR OPERATING RESULTS WILL BE NEGATIVELY AFFECTED

          We have recently experienced a period of rapid growth and anticipate
that we must continue to expand our operations to address potential market
opportunities. If we fail to implement or improve systems or controls or to
manage any future growth and expansion effectively, our business could suffer.

          Our expansion has placed and will continue to place a significant
strain on our management, operational, financial and other resources. Many of
the members of our management team have limited experience in the management of
rapidly growing companies. To manage our growth effectively, we will need to
take various actions, including:

          -         enhancing management information systems and forecasting
                    procedures;

          -         further developing our operating, administrative, financial
                    and accounting systems and controls;

          -         maintaining close coordination among our engineering,
                    accounting, finance, marketing, sales and operations
                    organizations;

          -         expanding, training and managing our employee base; and

          -         expanding our finance, administrative and operations staff.

OUR SUCCESS IS DEPENDENT ON CONTINUING TO HIRE AND RETAIN QUALIFIED PERSONNEL,
AND IF WE ARE NOT SUCCESSFUL IN ATTRACTING AND RETAINING THESE PERSONNEL, OUR
BUSINESS WOULD BE HARMED

          The success of our business depends in significant part upon the
continued contributions of key technical and senior management personnel, many
of whom would be difficult to replace. In particular, our success depends in
large part on the knowledge, expertise and



                                       21
<PAGE>

services of Hong Liang Lu, our President and Chief Executive Officer, and Ying
Wu, our Executive Vice President and Chief Executive Officer of China
Operations. The loss of any key employee, the failure of any key employee to
perform satisfactorily in his or her current position or our failure to attract
and retain other key technical and senior management employees could have a
significant negative impact on our operations.

          To effectively manage our recent growth as well as any future growth,
we will need to recruit, train, assimilate, motivate and retain qualified
employees. Competition for qualified employees is intense, and the process of
recruiting personnel with the combination of skills and attributes required to
execute our business strategy can be difficult, time-consuming and expensive. We
are actively searching for research and development engineers and sales and
marketing personnel, who are in short supply. Additionally, we have a need for
and have experienced difficulty in finding qualified accounting personnel
knowledgeable in U.S. and China accounting standards. If we fail to attract,
hire, assimilate or retain qualified personnel, our business would be harmed.

          Competitors and others have in the past and may in the future attempt
to recruit our employees. In addition, companies in the communications industry
whose employees accept positions with competitors frequently claim that the
competitors have engaged in unfair hiring practices. We may be the subject of
these types of claims in the future as we seek to hire qualified personnel. Some
of these claims may result in material litigation and disruption to our
operations. We could incur substantial costs in defending ourselves against
these claims, regardless of their merits.

ANY ACQUISITIONS THAT WE UNDERTAKE COULD BE DIFFICULT TO INTEGRATE, DISRUPT OUR
BUSINESS, DILUTE OUR STOCKHOLDERS AND HARM OUR OPERATING RESULTS

          We recently acquired Wacos, Inc., a research and development
subsidiary, through a merger. We continually evaluate additional acquisition
prospects that would complement our existing product offerings, augment our
market coverage, enhance our technological capabilities, or that may otherwise
offer growth opportunities. Acquisitions of other companies may result in
dilutive issuances of equity securities, the incurrence of debt and the
amortization of expenses related to goodwill and other intangible assets. In
addition, acquisitions involve numerous risks, including difficulties in the
assimilation of operations, technologies, products and personnel of the acquired
company, diversion of management's attention from other business concerns, risks
of entering markets in which we have no direct or limited prior experience, and
the potential loss of key employees of ours and the acquired company.

WE MAY EXPERIENCE DIFFICULTY IN IDENTIFYING, FORMING AND MAINTAINING NEW
BUSINESS VENTURES THAT ARE IMPORTANT TO THE DEVELOPMENT OF OUR BUSINESS

          We have invested, and expect to continue to invest, significant
capital in new business ventures. We cannot assure you that we will be able to
continue to identify suitable parties for new ventures in the future. The
failure to form or maintain new ventures could significantly limit our ability
to expand our operations. Moreover, these new ventures or investments require
significant management time, involve a high degree of risk and will present
significant challenges. We cannot assure you that these activities will be
successful or that we will realize appropriate returns on these activities.
Additionally, if any venture or investment fails, our business could be
negatively impacted.

WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY AND MAY BE
SUBJECT TO CLAIMS THAT WE INFRINGE THE INTELLECTUAL PROPERTY OF OTHERS, EITHER
OF WHICH COULD SUBSTANTIALLY HARM OUR BUSINESS

          We rely on a combination of patents, copyrights, trade secret laws and
contractual obligations to protect our technology. Although we have applied for
several patents in the United States, one of which has been issued, as well as
in other countries, we cannot assure you that any additional patents will be
issued as a result of pending patent applications or that our issued patents
will be upheld. Moreover, we have not yet obtained patents in China. We can give
no assurance that we will be able to obtain patents in China on our products or
the technology that we use to manufacture our products. Our subsidiaries and
joint ventures in China rely upon our trademarks, technology and know-how to
manufacture and sell our products. We cannot guarantee that these and other
intellectual property protection measures will be sufficient to prevent
misappropriation of our technology or that our competitors will not
independently develop technologies that are substantially equivalent or superior
to ours. In addition, the legal systems of many foreign countries, including
China, do not protect intellectual property rights to the same extent as the
legal system of the United States. If we are unable to adequately protect our
proprietary information, our business, financial condition and results of
operations could be materially adversely affected.

          The increasing dependence of the communications industry on
proprietary technology has resulted in frequent litigation based on allegations
of the infringement of patents and other intellectual property. In the future we
may be subject to litigation to defend against



                                       22
<PAGE>

claimed infringements of the rights of others or to determine the scope and
validity of the proprietary rights of others. Future litigation also may be
necessary to enforce and protect our trade secrets and other intellectual
property rights. Any intellectual property litigation could be costly and could
cause diversion of management's attention from the operation of our business.
Adverse determinations in any litigation could result in the loss of our
proprietary rights, subject us to significant liabilities or require us to seek
licenses from third parties which may not be available on commercially
reasonable terms, if at all. We could also be subject to court orders preventing
us from manufacturing or selling our products.

RISKS RELATING TO CHINA

          Sales in China account for substantially all of our sales.
Approximately $102.9 million, or 97.9%, of our sales in 1998, $186.1 million, or
99.3% of our sales in 1999, and $240.1 million, or 99.0% of our sales for the
nine months ended in September 30, 2000 occurred in China. Additionally, a
substantial portion of our fixed assets are located in China. Of our total fixed
assets, approximately 46.4% as of December 31, 1998, 53.7% as of December 31,
1999 and 50.6% as of September 30, 2000 were in China. We expect to make further
investments in China in the future. Therefore, our business, financial condition
and results of operations are to a significant degree subject to economic,
political and social events in China.

DEVALUATION IN THE VALUE OF THE RENMINBI AND FLUCTUATIONS IN EXCHANGE RATES
COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS

          Exchange rate fluctuations could have a substantial negative impact on
our financial condition and results of operations. We purchase substantially all
of our materials in the United States and Japan and a significant portion of our
cost of goods sold is incurred in U.S. dollars and Japanese yen. A significant
portion of our operating expenses are incurred in U.S. dollars. At the same
time, most of our sales are denominated in Renminbi. The value of the Renminbi
is subject to changes in China's governmental policies and to international
economic and political developments. Although the official exchange rate for the
conversion of Renminbi to U.S. dollars has remained stable, with the Renminbi
appreciating slightly against the U.S. dollar since 1994, the exchange rate
experienced significant volatility prior to 1994 including periods of sharp
devaluation. There can be no assurance that exchange rates will not become
volatile or that the Renminbi will not devalue again against the U.S. dollar.

          In the past, financial markets in many Asian countries have
experienced severe volatility and, as a result, some Asian currencies have
experienced significant devaluation from time to time. The devaluation of some
Asian currencies may have the effect of rendering exports from China more
expensive and less competitive and therefore place pressure on China's
government to devalue the Renminbi. Any devaluation of the Renminbi could result
in an increase in volatility of Asian currency and capital markets. Future
volatility of Asian financial markets could have an adverse impact on our
ability to expand our product sales into Asian markets outside of China.
Moreover, due to the limitations on the convertibility of Renminbi, we are
limited in our ability to engage in currency hedging activities in China and do
not currently engage in currency hedging activities with respect to
international sales outside of China.

CURRENCY RESTRICTIONS IN CHINA MAY LIMIT THE ABILITY OF OUR SUBSIDIARIES AND
JOINT VENTURES IN CHINA TO OBTAIN AND REMIT FOREIGN CURRENCY NECESSARY FOR THE
PURCHASE OF IMPORTED COMPONENTS AND MAY LIMIT OUR ABILITY TO OBTAIN AND REMIT
FOREIGN CURRENCY IN EXCHANGE FOR RENMINBI EARNINGS

          China's government imposes controls on the convertibility of Renminbi
into foreign currencies and, in certain cases, the remittance of currency out of
China. Under the current foreign exchange control system, sufficient foreign
currency may not be available to satisfy our currency needs. Shortages in the
availability of foreign currency may restrict the ability of our Chinese
subsidiaries to obtain and remit sufficient foreign currency to pay dividends to
us, or otherwise satisfy their foreign currency denominated obligations such as
payments to us for components which we export to them and for technology
licensing fees. We may also experience difficulties in completing the
administrative procedures necessary to obtain and remit needed foreign currency.
Moreover, we cannot assure you that China's government will continue the policy
of making the Renminbi convertible under current accounts. Our inability to
convert and remit our sales received in Renminbi into U.S. dollars and make
necessary remittances could have a material adverse effect on our business,
financial condition and results of operations.

          Our business could be substantially harmed if we are unable to convert
our sales received in Renminbi into U.S. dollars. Under existing foreign
exchange laws, Renminbi held by our China subsidiaries can be converted into
foreign currencies and remitted out of China to pay current account items such
as payments to suppliers for imports, labor services, payment of interest on
foreign exchange loans and distributions of dividends so long as the
subsidiaries have adequate amounts of Renminbi to purchase the foreign currency.
Expenses of a capital nature such as the repayment of bank loans denominated in
foreign currencies, however, require approval from appropriate governmental
authorities before Renminbi can be used to purchase foreign currency and then
remitted out of China. This system could be changed at any time by executive
decision of the State Council to impose limits on current account convertibility
of the



                                       23
<PAGE>

Renminbi or other similar restrictions. Moreover, even though the Renminbi is
intended to be freely convertible under the current account, the State
Administration of Foreign Exchange, which is responsible for administering
China's foreign currency market, has a significant degree of administrative
discretion in implementing the laws. From time to time, the State Administration
of Foreign Exchange has used this discretion in ways which effectively limit the
convertibility of current account payments and restrict remittances out of
China. Furthermore, in many circumstances the State Administration of Foreign
Exchange must approve foreign currency conversions and remittances. Under the
current foreign exchange control system, sufficient foreign currency may not be
available at a given exchange rate to satisfy our currency demands.


CHANGES WITHIN CHINA'S COMMUNICATIONS MARKET COULD HARM OUR BUSINESS

          We derive substantially all of our sales from local telecommunications
service providers in China which utilize network access equipment in the
continued expansion and upgrading of China's communications infrastructure. The
continued development of the communications infrastructure in China
correspondingly depends, in part, on the demand for voice and data services in
China and China's governmental policy. Although this industry has grown rapidly
in the past, we cannot assure you that it will continue to grow in the future.

          Any reduced demand for voice and data services, any other downturn or
other adverse changes in the China communications industry or the adoption or
enforcement of government policies that limit or prohibit our ability to
manufacture, market or sell our products could severely harm our business.

CHINA'S TELECOMMUNICATIONS INDUSTRY IS SUBJECT TO EXTENSIVE GOVERNMENT
REGULATION AND HAS RECENTLY BEEN RESTRUCTURED, WHICH HAS LED TO UNCERTAINTY

          China's telecommunications industry is heavily regulated by the
Ministry of Information Industry. The Ministry of Information Industry controls
the 33 provincial Posts and Telecommunications Administrations that exercise
regulatory responsibility over the telecommunications industries in their
respective provinces. The Ministry of Information Industry has broad discretion
and authority to regulate all aspects of the telecommunications and information
technology industry in China including managing spectrum bandwidths, setting
network equipment specifications and standards and drafting laws and regulations
related to the electronics and telecommunications industries.

          As part of the Chinese government's industry restructuring
initiatives, the regulatory functions of the Ministry of Information Industry
and the Posts and Telecommunications Administrations wereseparated from the
operational functions of the state-owned companies under their control.
Following this separation, the Ministry of Information Industry acts exclusively
as the industry regulator and will no longer manage the day-to-day operations of
telecommunications service providers in China.

          China does not yet have a national telecommunications law. The
Ministry of Information Industry, under the direction of the State Council, is
currently preparing a draft of the Telecommunications Law of the People's
Republic of China for ultimate submission to the National People's Congress for
review and adoption. It is unclear if and when the Telecommunications Law will
be adopted. If the Telecommunications Law is adopted, we expect it to become the
basic telecommunications statute and the source of telecommunications
regulations in China. Although we expect that a Telecommunications Law would
have a positive effect on the overall development of the telecommunications
industry in China, we do not know the nature and scope of regulation that it
would create. Accordingly, we cannot predict whether it will have a positive or
negative effect on us or on some or all aspects of our business.

          The Ministry of Information Industry has broad discretion to apply
standards in deciding what types of equipment may be connected to the national
telecommunications networks, the forms and types of services that may be offered
to the public and the content of material available in China over the Internet.
If the Ministry of Information Industry sets standards with which we are unable
to comply, our ability to sell product in China may be limited, resulting in
substantial harm to our operations. For example, at the end of May 2000, we
became aware of an internal notice, circulated within the Ministry of
Information Industry, announcing a review of PHS-based telecommunications
equipment for future installation into China's telecommunications infrastructure
in which the Ministry of Information Industry requested service providers to
temporarily halt new deployments of PHS-based telecommunications equipment,
including our Airstar system, pending conclusion of the Ministry of Information
Industry review. Subsequently, at the end of June 2000, we learned that the
Ministry of Information Industry had issued an internal notice concluding its
review of PHS-based equipment and allowing the continued deployment of our
Airstar system in China's county-level cities and counties, the primary markets
for our Airstar system. In addition, deployments in large and medium-sized
cities will be allowed on a limited basis where there is a high concentration of
population, such as campuses, commercial buildings and special development
zones, however, new city-wide deployments of our Airstar system will not be
allowed in such large and medium-sized cities. Failure of the Ministry of
Information Industry to allow the deployment of our Airstar system in the future
could have a material adverse effect on our business and financial
condition.

CHINA CLOSELY RESTRICTS ACTIVITIES OF FOREIGN INVESTORS IN THE
TELECOMMUNICATIONS INDUSTRY

                                       24
<PAGE>

          China's government and its agencies, including the Ministry of
Information Industry and the State Council, regulate foreign investment in the
telecommunications industry through the promulgation of various laws and
regulations and the issuance of various administrative orders and decisions.
Foreign investment enterprises, companies and individuals are prohibited from
investing and participating in the operation and management of
telecommunications networks without special approval by the State Council. In
addition, they are restricted from manufacturing analog mobile communications
systems, including wireless telephones. We cannot assure you that China will not
promulgate new laws or regulations, or issue administrative or judicial
decisions or interpretations, which would further restrict or bar foreigners
from engaging in telecommunications-related activities. The promulgation of laws
or regulations or the issuance of administrative orders or judicial decisions or
interpretations restricting or prohibiting telecommunications activities by
foreigners could have a substantial impact on our ongoing operations.

OUR CUSTOMERS IN CHINA ARE PART OF THE CHINA TELECOM SYSTEM AND ARE SUBJECT TO
ITS ULTIMATE CONTROL. WE UNDERSTAND THAT CHINA TELECOM RECENTLY PROHIBITED ALL
POSTS AND TELECOMMUNICATIONS BUREAUS IN CHINA FROM PURCHASING LOW-MOBILITY
WIRELESS ACCESS SYSTEMS, SUCH AS OUR PAS SYSTEM, FOR IMPLEMENTATION IN LARGE
CITIES

          Each of the local Posts and Telecommunications Bureaus in China which
comprise our existing or potential customers is part of the China Telecom system
and subject to its ultimate control. Accordingly, China Telecom may issue policy
statements or make other decisions which govern the equipment purchasing
decisions of all of our customers in China. For example, we understand that
China Telecom recently prohibited all Posts and Telecommunications Bureaus from
purchasing PHS systems, such as our PAS systems, which are classified as
low-mobility wireless access systems for implementation in large cities. In
June, 2000 the Ministry of Information Industry issued an internal notice
concluding its review of PHS-based equipment. Our Airstar system will continue
to be allowed in China's county-level cities and counties, which are our primary
markets for our Airstar system. In large and medium-sized cities, our Airstar
system may be used on a limited basis where there is a high concentration of
population. New city-wide Airstar system deployments will not be allowed in
large and medium-size cities. As the majority of our sales are generated from
our operations in China, a change of this decision of China Telecom and the
Ministry of Information Industry or other decisions by China Telecom and the
Minstry of Information Industry could cause substantial harm to our business.

CHINA'S GOVERNMENT POLICIES COULD IMPACT OUR BUSINESS

          Since 1978, China's government has been and is expected to continue
reforming its economic and political systems. These reforms have resulted in and
are expected to continue to result in significant economic and social
development in China. Many of the reforms are unprecedented or experimental and
may be subject to change or readjustment due to a number of political, economic
and social factors. We believe that the basic principles underlying the
political and economic reforms will continue to be implemented and provide the
framework for China's political and economic system. New reforms or the
readjustment of previously implemented reforms could have a significant negative
effect on our operations. Changes in China's political, economic and social
conditions and governmental policies which could have a substantial impact on
our business include:

          -         new laws and regulations or the interpretation of those laws
                    and regulations;

          -         the introduction of measures to control inflation or
                    stimulate growth;

          -         changes in the rate or method of taxation;

          -         the imposition of additional restrictions on currency
                    conversion and remittances abroad; and

          -         any actions which limit our ability to develop, manufacture,
                    import or sell our products in China, or to finance and
                    operate our business in China.

CHINA'S ECONOMIC POLICIES COULD IMPACT OUR BUSINESS

          The economy of China differs from the economies of most countries
belonging to the Organization for Economic Cooperation and Development in
various respects such as structure, government involvement, level of
development, growth rate, capital reinvestment, allocation of resources,
self-sufficiency, rate of inflation and balance of payments position. In the
past, the economy of China has been primarily a planned economy subject to one-
and five-year state plans adopted by central government authorities and largely
implemented by provincial and local authorities which set production and
development targets.

          Since 1978, increasing emphasis had been placed on decentralization
and the utilization of market forces in the development of China's economy.
Economic reform measures adopted by China's government may be inconsistent or
ineffectual, and we may not in all cases be able to capitalize on any reforms.
Further, these measures may be adjusted or modified in ways which could result
in economic

                                       25
<PAGE>




liberalization measures that are inconsistent from time to time or from industry
to industry or across different regions of the country. China's economy has
experienced significant growth in the past decade. This growth, however, has
been accompanied by imbalances in China's economy and has resulted in
significant fluctuations in general price levels, including periods of
inflation. China's government has implemented policies from time to time to
increase or restrain the rate of economic growth, control periods of inflation
or otherwise regulate economic expansion. While we may be able to benefit from
the effects of some of these policies, these policies and other measures taken
by China's government to regulate the economy could also have a significant
overall impact on economic conditions in China with a resulting negative impact
on our business.

CHINA'S EXPECTED ENTRY INTO THE WTO CREATES UNCERTAINTY AS TO THE FUTURE
ECONOMIC AND BUSINESS ENVIRONMENTS IN CHINA

          China has been attempting to join the World Trade Organization and
recently signed bilateral trade agreements with the United States and European
Union which have enabled China to gain the support of the United States and
European Union in China's attempt to enter the WTO. With these agreements
concluded, China is expected to enter into the WTO as early as some time in
2000. Although China has been reducing tariff levels over the past several
years, entry into the WTO will require China to further reduce tariffs and
eliminate other trade restrictions. While China's entry into the WTO and related
relaxation of trade restrictions may lead to increased foreign investment, it
may also lead to increased competition in China's markets from international
companies. Whether or not China is accepted into the WTO, the impact on China's
economy and our business is uncertain.

IF TAX BENEFITS AVAILABLE TO OUR SUBSIDIARIES LOCATED IN CHINA ARE REDUCED OR
REPEALED, OUR BUSINESS COULD SUFFER

          Our subsidiaries and joint ventures located in China enjoy tax
benefits in China which are generally available to foreign investment
enterprises, including full exemption from national enterprise income tax for
two years starting from the first profit-making year and/or a 50% reduction in
national income tax rate for the following three years. In addition, local
enterprise income tax is often waived or reduced during this tax
holiday/incentive period. Under current regulations in China, foreign investment
enterprises that have been accredited as technologically advanced enterprises
are entitled to additional tax incentives. These tax incentives vary in
different locales and could include preferential national enterprise income tax
treatment at 50% of the usual rates for different periods of time. All of our
active subsidiaries in China were accredited as technologically advanced
enterprises. These tax incentives may be repealed or reduced in the future. If
these tax incentives are abolished before our subsidiaries in China can take
full advantage of them, the tax liability of these subsidiaries will increase,
which will negatively impact our financial condition and results of operations.

CHINA'S LEGAL SYSTEM EMBODIES UNCERTAINTIES THAT COULD NEGATIVELY IMPACT OUR
BUSINESS

          China has a civil law legal system. Although often used by judges for
guidance, decided court cases do not have binding legal effect on future
decisions. Since 1979, many new laws and regulations covering general economic
matters have been promulgated in China. Despite this activity to develop the
legal system, China's system of laws is not yet complete. Even where adequate
law exists in China, enforcement of existing laws or contracts based on existing
law may be uncertain and sporadic and it may be difficult to obtain swift and
equitable enforcement, or to obtain enforcement of a judgment by a court of
another jurisdiction. The relative inexperience of China's judiciary in many
cases creates additional uncertainty as to the outcome of any litigation.
Further, interpretation of statutes and regulations may be subject to government
policies reflecting domestic political changes.

          China has adopted a broad range of related laws, administrative rules
and regulations that govern the conduct and operations of foreign investment
enterprises and restrict the ability of foreign companies to conduct business in
China. These laws, rules and regulations provide some incentives to encourage
the flow of investment into China, but also subject foreign companies, and
foreign investment enterprises including our subsidiaries in China, to a set of
restrictions which may not always apply to domestic companies in China. Although
China is increasingly according foreign companies and foreign investment
enterprises established in China the same rights and privileges as Chinese
domestic companies in anticipation of China's entry into the WTO, these special
laws, administrative rules and regulations governing foreign companies and
foreign investment enterprises may still place us and our subsidiaries at a
disadvantage in relation to Chinese domestic companies and may adversely affect
our competitive position. Moreover, as China's legal system develops, the
promulgation of new laws, changes to existing laws and the pre-emption of local
regulations by national laws may adversely affect foreign investors and
companies.

          Many of our activities and products in China are subject to
administrative review and approval by various national and local agencies of
China's government. Because of the changes occurring in China's legal and
regulatory structure, there can be no assurance that we will be able to secure
the requisite governmental approval for our activities and products. Failure to
obtain the requisite government approval for any of our activities or products
could substantially harm our business.


                                       26
<PAGE>

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

          UTStarcom is exposed to the impact of interest rate changes and
changes in foreign currency exchange rates.

          Interest Rate Risk. Our exposure to market risk for changes in
interest rates relates primarily to our investment portfolio. The fair value of
our investment portfolio or related income would not be significantly affected
by either a 10% increase or decrease in interest rates due mainly to the short
term nature of our investment portfolio. Our interest income is sensitive to
changes in the general level of U.S. interest rates, particularly since the
majority of our funds are invested instruments with maturities less than one
year. UTStarcom's policy is to limit the risk of principal loss and ensure the
safety of invested funds by limiting market risk. Funds in excess of current
operating requirements are invested in government sponsored entities notes,
commercial paper, floating rate corporate bonds and fixed income corporate
bonds.

          The table below represents carrying amounts and related
weighted-average interest rates of maturity of UTStarcom's investment portfolio
at September 30, 2000:


<TABLE>
<CAPTION>
         (In thousands, except interest rates)

<S>                                                                                          <C>
         Cash and cash equivalents                                                           189,928

         Average interest rate                                                                   4.8%

         Short-term investments                                                               72,021

         Average interest rate                                                                   6.7%

         Total investment securities                                                         261,949

                Average interest rate                                                            5.3%
</TABLE>


          Foreign Exchange Rate Risk. We are exposed to foreign exchange rate
risk because our sales to China are denominated in Renminbi and portions of our
accounts payable are denominated in Japanese Yen. Due to the limitations on
converting Renminbi, we are limited in our ability to engage in currency hedging
activities in China. Although the impact of currency fluctuations of Renminbi to
date has been insignificant, fluctuations in currency exchange rates in the
future may have a material adverse effect on our results of operations. We have
a multi-currency bank account in Japanese Yen for purchasing portions of our
inventories and supplies. The balance of this Japanese Yen account as of
September 30, 2000 is approximately $7.2 million.




                                       27
<PAGE>


PART II - OTHER INFORMATION

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

          The Company commenced its initial public offering ("IPO") on March 3,
2000 pursuant to a Registration Statement on Form S-1 (File No. 333-93069). In
the IPO, the Company sold an aggregate of 11,500,000 shares of common stock
(including an over-allotment option of 1,500,000 shares) at $18.00 per share,
after which the IPO terminated.

          The managing underwriters of the offering were Merrill Lynch & Co.,
Banc of America Securities LLC, U.S. Bancorp Piper Jaffray, Merrill Lynch Japan
Inc., and E-TRADE Securities Co., Ltd. The sale of the shares of common stock
generated aggregate gross proceeds of approximately $207.0 million for the
Company. The aggregate net proceeds were approximately $189.4 million, after
deducting underwriting discounts and commissions of approximately $14.5 million
and expenses of the offering of approximately $3.1 million. None of such amounts
were direct or indirect payments to directors or officers of the Company or
their associates, to persons owning 10 percent or more of any class of equity
securities of the Company or to affiliates of the Company.

          As of the effective date of the offering, all of the convertible
preferred stock outstanding was converted into 70,377,322 shares of common
stock. The net proceeds are expected to be used for general corporate purposes,
including working capital and capital expenditures. The amounts actually
expended for such purposes may vary significantly and will depend on a number of
factors, including the Company's future revenues and cash generated by
operations and the other factors described under "Factors Affecting Future
Operating Results". Accordingly, the Company retains broad discretion in the
allocation of the net proceeds of the offering. A portion of the net proceeds
may also be used to acquire or invest in complementary businesses, technologies
or product offerings. As of September 30, 2000, the Company has not used any of
the net proceeds and the entire amounts of net proceeds remains in our cash and
cash equivalents and short-term investments accounts. In addition, at September
30, 2000, there are no material agreements or commitments with respect to any
acquisition or investment activities.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

<TABLE>
<CAPTION>
         NUMBER    EXHIBIT DESCRIPTION
         ------    -------------------
<S>               <C>
         10.1 (1)  OEM Agreement between UTStarcom, Inc. and Zaffire, Inc.,
                   dated August 10, 2000.
         10.2 (2)  Development Agreement between UTStarcom, Inc. and Matsushita
                   Communication Industrial Co., Ltd., dated September 26,
                   2000.
         10.3 (3)  OEM Agreement between UTStarcom, Inc. and Interweave
                   Communications International, Ltd., dated July 14, 2000.
         10.4 (4)  OEM Agreement between UTStarcom, Inc. and Foundry
                   Networks, Inc., dated August 24, 2000.
         10.5 (5)  Loan Contract between UTSC Co., Ltd. and Bank of China
                   Beijing Branch, dated August 29, 2000.
         27.1      Financial Data Schedule.
</TABLE>

(b)       Reports on Form 8-K:

          No reports on Form 8-K were filed during the quarter.


-----------------------

          (1) Certain information in this Exhibit has been omitted and filed
separately with the Commission. Confidential treatment has been requested with
respect to the omitted portions.

          (2) See Footnote 1.

                                       28
<PAGE>

          (3) See Footnote 1.

          (4) See Footnote 1.

          (5) See Footnote 1.

                                   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.

Date: November 14, 2000

                         UTSTARCOM, INC.
                          (Registrant)

                         BY

                         /s/ Hong Liang Lu
                         --------------------------------
                         Hong Liang Lu
                         President, Chief Executive Officer and Director



                         /s/ Michael J. Sophie
                         --------------------------------
                         Michael J. Sophie
                         Vice President of Finance, Chief Financial Officer
                         and Assistant Secretary




                                       29