As filed with the Securities and Exchange Commission on June 25, 2003.

                                          Registration Statement No. 333-

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

--------------------------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
                          Mindspeed Technologies, Inc.
             (Exact name of registrant as specified in its charter)

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

           Delaware                                     01-0616769
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

4000 MacArthur Boulevard, Newport Beach, California                 92660-3095
  (Address of Principal Executive Offices)                          (Zip Code)

--------------------------------------------------------------------------------
           Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan
                Mindspeed Technologies, Inc. Directors Stock Plan
                           (Full titles of the plans)

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

                                 RAOUF Y. HALIM
                             CHIEF EXECUTIVE OFFICER
                          Mindspeed Technologies, Inc.
                            4000 MacArthur Boulevard
                      Newport Beach, California 92660-3095
                     (Name and address of agent for service)

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

                                 (949) 579-3000
          (Telephone number, including area code, of agent for service)

--------------------------------------------------------------------------------
                                    Copy to:
                              PETER R. KOLYER, ESQ.
                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         Calculation of Registration Fee
====================================================================================================================================
                                          Amount to be     Proposed maximum offering   Proposed maximum aggregate     Amount of
Title of securities to be registered     registered (1)       price per share (2)          offering price (2)      registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                         <C>                         <C>
Common Stock, par value $.01 per
share (including the associated
Preferred Share Purchase Rights)....  10,400,000 shares (3)         $2.03                    $21,112,000               $1,708
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The shares of Common Stock set forth in the Calculation of Registration Fee
     table and which may be offered pursuant to this Registration Statement
     include, pursuant to Rule 416 under the Securities Act of 1933, as amended
     (the "Securities Act"), such additional number of shares of the
     Registrant's Common Stock as may be offered or issued as a result of any
     stock splits, stock dividends or similar transactions.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act, based upon the average of the high
     and low "when-issued" trading prices of the Common Stock on June 23, 2003,
     as reported on the American Stock Exchange.

(3)  Of the total amount to be registered, 10,000,000 shares are reserved for
     issuance under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives
     Plan and 400,000 shares are reserved for issuance under the Mindspeed
     Technologies, Inc. Directors Stock Plan.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following document, which has been filed with the Securities and
Exchange Commission (the "Commission"), is incorporated herein by reference and
made a part hereof:

         Registration Statement on Form 10, as amended, filed pursuant to
         Section 12(b) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), by Mindspeed Technologies, Inc. (the "Company") in
         File No. 1-31650 (the "Form 10"). The description of the Company's
         Common Stock is contained in Item 11 of the Form 10.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this registration statement, except as so modified or
superseded.

         The Form 10 also contains a copy of the audit report of Arthur Andersen
LLP dated January 18, 2000, previously issued by Arthur Andersen in connection
with the audit of the consolidated financial statements of Maker Communications,
Inc. The audit report has not been re-issued by Arthur Andersen as they have
ceased operations. Because Arthur Andersen has not consented to the inclusion of
their report in this registration statement or the related prospectuses, Arthur
Andersen will not have any liability under Section 11(a) of the Securities Act
for any untrue statement of a material fact contained in the financial
statements audited by Arthur Andersen and incorporated by reference herein or
any omission of a material fact required to be stated therein. Accordingly,
investors will not be able to assert a claim against Arthur Andersen under
Section 11(a) of the Securities Act for any purchases of securities under this
registration statement or the related prospectuses.

Item 4.  Description of Securities.

         This Item is not applicable.

Item 5.  Interests of Named Experts and Counsel.

         This Item is not applicable.


                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to limitations. The Company's restated
certificate of incorporation provides that the Company's directors are not
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent violation of the laws governing
the payment of dividends or the purchase or redemption of stock or (iv) for any
transaction from which a director derived an improper personal benefit.

         The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to limitations. The Company's
amended bylaws and the appendix thereto provide for the indemnification of
directors, officers, employees and agents to the extent permitted by Delaware
law. It is expected that the Company's directors and officers will be insured
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

4.1      Restated Certificate of Incorporation of the Company, filed as Exhibit
         4.1 to the Company's Registration Statement on Form S-3 (Registration
         Statement No. 333-106146) (the "2003 Stock Option Plan S-3"), is
         incorporated herein by reference.

4.2      Bylaws of the Company, filed as Exhibit 4.2 to the 2003 Stock Option
         Plan S-3, are incorporated herein by reference.

4.3      Specimen certificate for the Company's Common Stock, par value $.01 per
         share, filed as Exhibit 4.1 to the Form 10, is incorporated herein by
         reference.

4.4      Form of Rights Agreement by and between the Company and the rights
         agent named therein, filed as Exhibit 4.2 to the Form 10, is
         incorporated herein by reference.

4.5      Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan.

4.6      Mindspeed Technologies, Inc. Directors Stock Plan.

5        Opinion of Chadbourne & Parke LLP as to the legality of any newly
         issued shares of Common Stock of the Company covered by this
         registration statement.

23.1     Consent of Deloitte & Touche LLP, independent auditors.

23.2     Consent of Deloitte & Touche, chartered accountants and registered
         auditors.


                                      II-2
<PAGE>


23.3     Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the
         Securities Act).

23.4     Consent of Chadbourne & Parke LLP, contained in its opinion filed as
         Exhibit 5 to this registration statement.

24       Powers of Attorney authorizing certain persons to sign this
         registration statement on behalf of certain directors and officers of
         the Company, filed as Exhibit 24 to the 2003 Stock Option Plan Form
         S-3, are incorporated herein by reference.

Item 9.  Undertakings.

A.       The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                          (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                          (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  registration statement; and

                          (iii) To include any material information with respect
                  to the plan of distribution not previously disclosed in this
                  registration statement or any material change to such
                  information in this registration statement;

         provided, however, that clauses (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those clauses is contained in periodic reports filed with or furnished
         to the Commission by the Company pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in this registration
         statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for purposes of determining any liability under the
         Securities Act, each filing of the Company's annual report pursuant to
         Section 13(a) or 15(d) of the Exchange Act that is incorporated by
         reference in this registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.


                                      II-3
<PAGE>

B.   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
























                                      II-4
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 25th day
of June, 2003.

                          MINDSPEED TECHNOLOGIES, INC.

                          By:    /s/  SIMON BIDDISCOMBE
                             ----------------------------------------------
                             Name:     Simon Biddiscombe
                             Title:    Senior Vice President, Chief
                                       Financial Officer and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 25th day of June, 2003 by the
following persons in the capacities indicated:


      Signature                                    Title
      ---------                                    -----
   DWIGHT W. DECKER*                        Chairman of the Board

    RAOUF Y. HALIM*        Chief Executive Officer (principal executive officer)
                                               and Director

    DONALD R. BEALL*                             Director

  HOSSEIN ESLAMBOLCHI*                           Director

     MING LOUIE*                                 Director

   JERRE L. STEAD*                               Director

 /s/  SIMON BIDDISCOMBE      Senior Vice President, Chief Financial Officer and
 ----------------------   Treasurer (principal financial and accounting officer)

*By  /s/  SIMON BIDDISCOMBE
   -----------------------------------
   (Simon Biddiscombe, Attorney-in-fact)**


** By authority of the powers of attorney filed as Exhibit 24 to this
   Registration Statement.


                                      II-5
<PAGE>
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                                         Page
Number                                                                          ----
------
<S>      <C>
4.1      Restated Certificate of Incorporation of the Company, filed as Exhibit
         4.1 to the Company's Registration Statement on Form S-3 (Registration
         Statement No. 333-106146) (the "2003 Stock Option Plan S-3"), is
         incorporated herein by reference.

4.2      Bylaws of the Company, filed as Exhibit 4.2 to the 2003 Stock Option
         Plan S-3, are incorporated herein by reference.

4.3      Specimen certificate for the Company's Common Stock, par value $.01 per
         share, filed as Exhibit 4.1 to the Form 10, is incorporated herein by
         reference.

4.4      Form of Rights Agreement by and between the Company and the rights
         agent named therein, filed as Exhibit 4.2 to the Form 10, is
         incorporated herein by reference.

4.5      Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan.

4.6      Mindspeed Technologies, Inc. Directors Stock Plan.

5        Opinion of Chadbourne & Parke LLP as to the legality of any newly
         issued shares of Common Stock of the Company covered by this
         registration statement.

23.1     Consent of Deloitte & Touche LLP, independent auditors.

23.2     Consent of Deloitte & Touche, chartered accountants and registered
         auditors.

23.3     Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the
         Securities Act).

23.4     Consent of Chadbourne & Parke LLP, contained in its opinion filed as
         Exhibit 5 to this registration statement.

24       Powers of Attorney authorizing certain persons to sign this
         registration statement on behalf of certain directors and officers of
         the Company, filed as Exhibit 24 to the 2003 Stock Option Plan Form
         S-3, are incorporated herein by reference.
</TABLE>


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "minds8ltipdsp062503.txt", "description": "MINDSPEED S-8 LTIP & DSP", "secsgml_size_bytes": 18758}]
{"company-data": {"conformed-name": "MINDSPEED TECHNOLOGIES INC", "cik": "0001224370", "assigned-sic": "3674", "irs-number": "010616769", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106479", "film-number": "03756877"}, "business-address": {"street1": "4000 MACARTHUR BOULEVARD", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9495793000"}}
As filed with the Securities and Exchange Commission on June 25, 2003.

                                          Registration Statement No. 333-

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

--------------------------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
                          Mindspeed Technologies, Inc.
             (Exact name of registrant as specified in its charter)

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

           Delaware                                     01-0616769
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

4000 MacArthur Boulevard, Newport Beach, California                 92660-3095
  (Address of Principal Executive Offices)                          (Zip Code)

--------------------------------------------------------------------------------
           Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan
                Mindspeed Technologies, Inc. Directors Stock Plan
                           (Full titles of the plans)

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

                                 RAOUF Y. HALIM
                             CHIEF EXECUTIVE OFFICER
                          Mindspeed Technologies, Inc.
                            4000 MacArthur Boulevard
                      Newport Beach, California 92660-3095
                     (Name and address of agent for service)

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

                                 (949) 579-3000
          (Telephone number, including area code, of agent for service)

--------------------------------------------------------------------------------
                                    Copy to:
                              PETER R. KOLYER, ESQ.
                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100

--------------------------------------------------------------------------------
Calculation of Registration Fee
====================================================================================================================================
                                          Amount to be     Proposed maximum offering   Proposed maximum aggregate     Amount of
Title of securities to be registered     registered (1)       price per share (2)          offering price (2)      registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share (including the associated
Preferred Share Purchase Rights)....  10,400,000 shares (3)         $2.03                    $21,112,000               $1,708
------------------------------------------------------------------------------------------------------------------------------------
(1)  The shares of Common Stock set forth in the Calculation of Registration Fee
     table and which may be offered pursuant to this Registration Statement
     include, pursuant to Rule 416 under the Securities Act of 1933, as amended
     (the "Securities Act"), such additional number of shares of the
     Registrant's Common Stock as may be offered or issued as a result of any
     stock splits, stock dividends or similar transactions.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act, based upon the average of the high
     and low "when-issued" trading prices of the Common Stock on June 23, 2003,
     as reported on the American Stock Exchange.

(3)  Of the total amount to be registered, 10,000,000 shares are reserved for
     issuance under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives
     Plan and 400,000 shares are reserved for issuance under the Mindspeed
     Technologies, Inc. Directors Stock Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following document, which has been filed with the Securities and
Exchange Commission (the "Commission"), is incorporated herein by reference and
made a part hereof:

         Registration Statement on Form 10, as amended, filed pursuant to
         Section 12(b) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), by Mindspeed Technologies, Inc. (the "Company") in
         File No. 1-31650 (the "Form 10"). The description of the Company's
         Common Stock is contained in Item 11 of the Form 10.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this registration statement, except as so modified or
superseded.

         The Form 10 also contains a copy of the audit report of Arthur Andersen
LLP dated January 18, 2000, previously issued by Arthur Andersen in connection
with the audit of the consolidated financial statements of Maker Communications,
Inc. The audit report has not been re-issued by Arthur Andersen as they have
ceased operations. Because Arthur Andersen has not consented to the inclusion of
their report in this registration statement or the related prospectuses, Arthur
Andersen will not have any liability under Section 11(a) of the Securities Act
for any untrue statement of a material fact contained in the financial
statements audited by Arthur Andersen and incorporated by reference herein or
any omission of a material fact required to be stated therein. Accordingly,
investors will not be able to assert a claim against Arthur Andersen under
Section 11(a) of the Securities Act for any purchases of securities under this
registration statement or the related prospectuses.

Item 4.  Description of Securities.

         This Item is not applicable.

Item 5.  Interests of Named Experts and Counsel.

         This Item is not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to limitations. The Company's restated
certificate of incorporation provides that the Company's directors are not
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent violation of the laws governing
the payment of dividends or the purchase or redemption of stock or (iv) for any
transaction from which a director derived an improper personal benefit.

         The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to limitations. The Company's
amended bylaws and the appendix thereto provide for the indemnification of
directors, officers, employees and agents to the extent permitted by Delaware
law. It is expected that the Company's directors and officers will be insured
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

4.1      Restated Certificate of Incorporation of the Company, filed as Exhibit
         4.1 to the Company's Registration Statement on Form S-3 (Registration
         Statement No. 333-106146) (the "2003 Stock Option Plan S-3"), is
         incorporated herein by reference.

4.2      Bylaws of the Company, filed as Exhibit 4.2 to the 2003 Stock Option
         Plan S-3, are incorporated herein by reference.

4.3      Specimen certificate for the Company's Common Stock, par value $.01 per
         share, filed as Exhibit 4.1 to the Form 10, is incorporated herein by
         reference.

4.4      Form of Rights Agreement by and between the Company and the rights
         agent named therein, filed as Exhibit 4.2 to the Form 10, is
         incorporated herein by reference.

4.5      Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan.

4.6      Mindspeed Technologies, Inc. Directors Stock Plan.

5        Opinion of Chadbourne & Parke LLP as to the legality of any newly
         issued shares of Common Stock of the Company covered by this
         registration statement.

23.1     Consent of Deloitte & Touche LLP, independent auditors.

23.2     Consent of Deloitte & Touche, chartered accountants and registered
         auditors.

                                      II-2
23.3     Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the
         Securities Act).

23.4     Consent of Chadbourne & Parke LLP, contained in its opinion filed as
         Exhibit 5 to this registration statement.

24       Powers of Attorney authorizing certain persons to sign this
         registration statement on behalf of certain directors and officers of
         the Company, filed as Exhibit 24 to the 2003 Stock Option Plan Form
         S-3, are incorporated herein by reference.

Item 9.  Undertakings.

A.       The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                          (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                          (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  registration statement; and

                          (iii) To include any material information with respect
                  to the plan of distribution not previously disclosed in this
                  registration statement or any material change to such
                  information in this registration statement;

         provided, however, that clauses (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those clauses is contained in periodic reports filed with or furnished
         to the Commission by the Company pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in this registration
         statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for purposes of determining any liability under the
         Securities Act, each filing of the Company's annual report pursuant to
         Section 13(a) or 15(d) of the Exchange Act that is incorporated by
         reference in this registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

                                      II-3
B.   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 25th day
of June, 2003.

                          MINDSPEED TECHNOLOGIES, INC.

                          By:    /s/  SIMON BIDDISCOMBE
                             ----------------------------------------------
                             Name:     Simon Biddiscombe
                             Title:    Senior Vice President, Chief
                                       Financial Officer and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 25th day of June, 2003 by the
following persons in the capacities indicated:

      Signature                                    Title
      ---------                                    -----
   DWIGHT W. DECKER*                        Chairman of the Board

    RAOUF Y. HALIM*        Chief Executive Officer (principal executive officer)
                                               and Director

    DONALD R. BEALL*                             Director

  HOSSEIN ESLAMBOLCHI*                           Director

     MING LOUIE*                                 Director

   JERRE L. STEAD*                               Director

 /s/  SIMON BIDDISCOMBE      Senior Vice President, Chief Financial Officer and
 ----------------------   Treasurer (principal financial and accounting officer)

*By  /s/  SIMON BIDDISCOMBE
   -----------------------------------
   (Simon Biddiscombe, Attorney-in-fact)**

** By authority of the powers of attorney filed as Exhibit 24 to this
   Registration Statement.

                                      II-5
EXHIBIT INDEX
Exhibit                                                                         Page
Number                                                                          ----
------
4.1      Restated Certificate of Incorporation of the Company, filed as Exhibit
         4.1 to the Company's Registration Statement on Form S-3 (Registration
         Statement No. 333-106146) (the "2003 Stock Option Plan S-3"), is
         incorporated herein by reference.

4.2      Bylaws of the Company, filed as Exhibit 4.2 to the 2003 Stock Option
         Plan S-3, are incorporated herein by reference.

4.3      Specimen certificate for the Company's Common Stock, par value $.01 per
         share, filed as Exhibit 4.1 to the Form 10, is incorporated herein by
         reference.

4.4      Form of Rights Agreement by and between the Company and the rights
         agent named therein, filed as Exhibit 4.2 to the Form 10, is
         incorporated herein by reference.

4.5      Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan.

4.6      Mindspeed Technologies, Inc. Directors Stock Plan.

5        Opinion of Chadbourne & Parke LLP as to the legality of any newly
         issued shares of Common Stock of the Company covered by this
         registration statement.

23.1     Consent of Deloitte & Touche LLP, independent auditors.

23.2     Consent of Deloitte & Touche, chartered accountants and registered
         auditors.

23.3     Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the
         Securities Act).

23.4     Consent of Chadbourne & Parke LLP, contained in its opinion filed as
         Exhibit 5 to this registration statement.

24       Powers of Attorney authorizing certain persons to sign this
         registration statement on behalf of certain directors and officers of
         the Company, filed as Exhibit 24 to the 2003 Stock Option Plan Form
         S-3, are incorporated herein by reference.
II-6