As filed with the Securities and Exchange Commission on May 24, 2001
                                                       Registration No. 333-____
================================================================================

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        VITESSE SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)



               Delaware                                      77-0138960
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                      Identification No.)

                                 741 Calle Plano
                           Camarillo, California 93012
               (Address of Principal Executive Offices) (Zip code)

                     Offers to Acquire Fractional Shares of
                             ht-Mikroelektronik GmbH
                            (Full title of the plan)

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

                                Eugene F. Hovanec
                             Chief Financial Officer
                        Vitesse Semiconductor Corporation
                                 741 Calle Plano
                           Camarillo, California 93012
                     (Name and address of agent for service)

                                 (805) 388-3700
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                             Francis S. Currie, Esq.
                              Davis Polk & Wardwell
                               1600 El Camino Real
                          Menlo Park, California 94025
                                 (650) 752-2000


                         CALCULATION OF REGISTRATION FEE

<TABLE>

                                                                Proposed maximum  Proposed maximum   Amount of
              Title of securities                 Amount to be   offering price       aggregate     registration
                to be registered                   registered       per share      offering price       fee

<S>                                               <C>              <C>              <C>            <C>
Common Stock, par value $0.01 per share.........     56,981        $32.49 (2)        $ 1,851,313    $  465

============================================================== ================= =================  ============
</TABLE>

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

(1)  All options outstanding under the Offers to Acquire Fractional Shares of
     ht-Mikroelektronik GmbH were assumed by the Registrant in connection with
     its acquisition of ht-Mikroelektronik GmbH, and such options are now
     exercisable for the Registrant's common stock.

(2)  Represents weighted average exercise price per share of the Registrant's
     common stock underlying outstanding options, pursuant to Rule 457(h) under
     the Securities Act of 1933.


================================================================================

                                        1

<PAGE>



                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference

     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by the Registrant:

     1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended
          September 30, 2000, filed pursuant to Section 13 of the Securities and
          Exchange Act of 1934 (the "Exchange Act").

     2.   The Registrant's Quarterly Reports on Form 10-Q for the periods ended
          December 31, 2000 and March 31, 2001, filed pursuant to Section 13 of
          the Exchange Act.

     3.   The description of the Registrant's common stock, par value $.01 per
          share, contained in its registration statement on Form 8-A filed with
          the Securities and Exchange Commission on November 8, 1991, including
          any amendment or report filed for the purpose of updating such
          description.

     All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents
(such documents, and the documents enumerated above, being hereinafter referred
to collectively as the "Incorporated Documents").

     Item 4.  Description of Securities.

          Not applicable.

     Item 5.  Interest of Named Experts and Counsel.

          Not applicable.

     Item 6.  Indemnification of Directors and Officers.

          The Registrant has adopted provisions in its Amended and Restated
Certificate of Incorporation which (i) eliminate the personal liability of its
directors to the Registrant and its shareholders for monetary damages arising
from a breach of their fiduciary duties in certain circumstances, and (ii)
authorize the Registrant to indemnify its directors and officers to the fullest
extent permitted by law. The limitation of liability does not affect the
availability of equitable remedies, such as injunctive relief or rescission. In
addition, the Registrant's bylaws provide that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by applicable law.

          The Registrant has entered into separate indemnification agreements
with each of its officers and directors that contain provisions which are in
some respects broader than the specific indemnification provisions contained in
the Delaware General Corporation Law. The indemnification agreements may require
the Registrant, among other things, to indemnify such officers and directors
against certain liabilities that may arise by reason of their status or service
as directors or officers (other than liabilities arising from willful misconduct
of a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
director's and officer's insurance, if available on reasonable terms.

     Item 7.  Exemption for Registration Claimed.

               Not applicable.

                                        2

<PAGE>





     Item 8.   Exhibits.

     The following are filed as part of this Registration Statement:


Exhibit No.                       Description
-----------                       -----------

     4.1  Form of Offer to Acquire a Fractional Share of ht-Mikroelektronik GmbH
          (English Translation)

     5.1  Opinion of Davis Polk & Wardwell as to the legality of securities
          being registered

     23.1 Consent of KPMG LLP

     23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)

     24   Power of Attorney (Included on signature pages of this Registration
          Statement)


     Item 9.   Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (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.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report, pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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.


                                        3

<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Camarillo, State of California, on the 21st day of
May 2001.


                                           VITESSE SEMICONDUCTOR CORPORATION


                                           By:  /s/ Eugene F. Hovanec
                                             -----------------------------------

                                                Eugene F. Hovanec
                                                Vice President, Finance and
                                                  Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Louis R. Tomasetta and Eugene F. Hovanec, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
        Signature                               Title                                   Date
        ---------                               -----                                   ----
<S>                              <C>                                                   <C>
/s/ Louis R. Tomasetta
-----------------------------    President, Chief Executive Officer and Director       May 21, 2001
Louis R. Tomasetta               (Principal Executive Officer)

/s/ Eugene F. Hovanec
-----------------------------    Vice President of Finance and Chief Financial         May 21, 2001
Eugene F. Hovanec                Officer (Principal Financial and Accounting
                                 Officer)

/s/ James A. Cole
-----------------------------    Director                                              May 21, 2001
James A. Cole

/s/ Pierre R. Lamond
-----------------------------    Chairman of the Board of Directors                    May 21, 2001
Pierre R. Lamond

/s/ John C. Lewis
-----------------------------    Director                                              May 21, 2001
John C. Lewis

/s/ Alex Daly
-----------------------------    Director                                              May 21, 2001
Alex Daly

/s/ Vincent Chan
-----------------------------    Director                                              May 21, 2001
Vincent Chan


</TABLE>




                                       S-1

<PAGE>



                                  EXHIBIT INDEX


Exhibit No.                       Description
-----------                       -----------

     4.1  Form of Offer to Acquire a Fractional Share of ht-Mikroelektronik GmbH
          (English Translation)

     5.1  Opinion of Davis Polk & Wardwell as to the legality of securities
          being registered

     23.1 Consent of KPMG LLP

     23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)

     24   Power of Attorney (Included on signature pages of this Registration
          Statement)
[{"type": "S-8", "sequence": "1", "filename": "may2401_s8.txt", "secsgml_size_bytes": 14103}]
{"company-data": {"conformed-name": "VITESSE SEMICONDUCTOR CORP", "cik": "0000880446", "assigned-sic": "3674", "irs-number": "770138960", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61576", "film-number": "1647450"}, "business-address": {"street1": "741 CALLE PLANO", "city": "CAMARILLO", "state": "CA", "zip": "93012", "phone": "8053883700"}, "mail-address": {"street1": "741 CALLE PLANO", "city": "CAMARILLO", "state": "CA", "zip": "93012"}}
As filed with the Securities and Exchange Commission on May 24, 2001
                                                       Registration No. 333-____
================================================================================

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        VITESSE SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                                      77-0138960
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                      Identification No.)

                                 741 Calle Plano
                           Camarillo, California 93012
               (Address of Principal Executive Offices) (Zip code)

                     Offers to Acquire Fractional Shares of
                             ht-Mikroelektronik GmbH
                            (Full title of the plan)

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

                                Eugene F. Hovanec
                             Chief Financial Officer
                        Vitesse Semiconductor Corporation
                                 741 Calle Plano
                           Camarillo, California 93012
                     (Name and address of agent for service)

                                 (805) 388-3700
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                             Francis S. Currie, Esq.
                              Davis Polk & Wardwell
                               1600 El Camino Real
                          Menlo Park, California 94025
                                 (650) 752-2000

                         CALCULATION OF REGISTRATION FEE

                                                                Proposed maximum  Proposed maximum   Amount of
              Title of securities                 Amount to be   offering price       aggregate     registration
                to be registered                   registered       per share      offering price       fee
Common Stock, par value $0.01 per share.........     56,981        $32.49 (2)        $ 1,851,313    $  465

============================================================== ================= =================  ============
-------------------

(1)  All options outstanding under the Offers to Acquire Fractional Shares of
     ht-Mikroelektronik GmbH were assumed by the Registrant in connection with
     its acquisition of ht-Mikroelektronik GmbH, and such options are now
     exercisable for the Registrant's common stock.

(2)  Represents weighted average exercise price per share of the Registrant's
     common stock underlying outstanding options, pursuant to Rule 457(h) under
     the Securities Act of 1933.

================================================================================

                                        1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference

     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by the Registrant:

     1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended
          September 30, 2000, filed pursuant to Section 13 of the Securities and
          Exchange Act of 1934 (the "Exchange Act").

     2.   The Registrant's Quarterly Reports on Form 10-Q for the periods ended
          December 31, 2000 and March 31, 2001, filed pursuant to Section 13 of
          the Exchange Act.

     3.   The description of the Registrant's common stock, par value $.01 per
          share, contained in its registration statement on Form 8-A filed with
          the Securities and Exchange Commission on November 8, 1991, including
          any amendment or report filed for the purpose of updating such
          description.

     All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents
(such documents, and the documents enumerated above, being hereinafter referred
to collectively as the "Incorporated Documents").

     Item 4.  Description of Securities.

          Not applicable.

     Item 5.  Interest of Named Experts and Counsel.

          Not applicable.

     Item 6.  Indemnification of Directors and Officers.

          The Registrant has adopted provisions in its Amended and Restated
Certificate of Incorporation which (i) eliminate the personal liability of its
directors to the Registrant and its shareholders for monetary damages arising
from a breach of their fiduciary duties in certain circumstances, and (ii)
authorize the Registrant to indemnify its directors and officers to the fullest
extent permitted by law. The limitation of liability does not affect the
availability of equitable remedies, such as injunctive relief or rescission. In
addition, the Registrant's bylaws provide that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by applicable law.

          The Registrant has entered into separate indemnification agreements
with each of its officers and directors that contain provisions which are in
some respects broader than the specific indemnification provisions contained in
the Delaware General Corporation Law. The indemnification agreements may require
the Registrant, among other things, to indemnify such officers and directors
against certain liabilities that may arise by reason of their status or service
as directors or officers (other than liabilities arising from willful misconduct
of a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
director's and officer's insurance, if available on reasonable terms.

     Item 7.  Exemption for Registration Claimed.

               Not applicable.

                                        2
Item 8.   Exhibits.

     The following are filed as part of this Registration Statement:

Exhibit No.                       Description
-----------                       -----------

     4.1  Form of Offer to Acquire a Fractional Share of ht-Mikroelektronik GmbH
          (English Translation)

     5.1  Opinion of Davis Polk & Wardwell as to the legality of securities
          being registered

     23.1 Consent of KPMG LLP

     23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)

     24   Power of Attorney (Included on signature pages of this Registration
          Statement)

     Item 9.   Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (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.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report, pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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.

                                        3
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Camarillo, State of California, on the 21st day of
May 2001.

                                           VITESSE SEMICONDUCTOR CORPORATION

                                           By:  /s/ Eugene F. Hovanec
                                             -----------------------------------

                                                Eugene F. Hovanec
                                                Vice President, Finance and
                                                  Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Louis R. Tomasetta and Eugene F. Hovanec, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

        Signature                               Title                                   Date
        ---------                               -----                                   ----
/s/ Louis R. Tomasetta
-----------------------------    President, Chief Executive Officer and Director       May 21, 2001
Louis R. Tomasetta               (Principal Executive Officer)

/s/ Eugene F. Hovanec
-----------------------------    Vice President of Finance and Chief Financial         May 21, 2001
Eugene F. Hovanec                Officer (Principal Financial and Accounting
                                 Officer)

/s/ James A. Cole
-----------------------------    Director                                              May 21, 2001
James A. Cole

/s/ Pierre R. Lamond
-----------------------------    Chairman of the Board of Directors                    May 21, 2001
Pierre R. Lamond

/s/ John C. Lewis
-----------------------------    Director                                              May 21, 2001
John C. Lewis

/s/ Alex Daly
-----------------------------    Director                                              May 21, 2001
Alex Daly

/s/ Vincent Chan
-----------------------------    Director                                              May 21, 2001
Vincent Chan
S-1
EXHIBIT INDEX

Exhibit No.                       Description
-----------                       -----------

     4.1  Form of Offer to Acquire a Fractional Share of ht-Mikroelektronik GmbH
          (English Translation)

     5.1  Opinion of Davis Polk & Wardwell as to the legality of securities
          being registered

     23.1 Consent of KPMG LLP

     23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)

     24   Power of Attorney (Included on signature pages of this Registration
          Statement)