SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Virk Preetinder S.

(Last)

(First)

(Middle)

4000 MACARTHUR BLVD. EAST TOWER

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2007

3. Issuer Name and Ticker or Trading Symbol
MINDSPEED TECHNOLOGIES, INC [ MSPD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/05/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	118,429⁽¹⁾	D
Common Stock	1,484⁽²⁾	I	By IRA
Common Stock	9,153	I	By Savings Plan - MSPD⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	10/01/2002⁽⁴⁾	04/03/2010	Common Stock	3,933	$2.36	D
Stock Option (Right to Buy)	08/01/2007⁽⁴⁾	03/10/2014	Common Stock	50,000	$3.54	D
Stock Option (Right to Buy)	10/27/2001⁽⁵⁾	10/27/2008	Common Stock	893	$4.41	D
Stock Option (Right to Buy)	01/19/2000⁽⁶⁾	01/18/2009	Common Stock	4,410	$1.34	D
Stock Option (Right to Buy)	03/30/2002⁽⁷⁾	03/30/2009	Common Stock	19,782	$1.8	D
Stock Option (Right to Buy)	03/13/2001⁽⁴⁾	04/03/2010	Common Stock	3,576	$2.36	D
Stock Option (Right to Buy)	07/24/2001⁽⁴⁾	04/03/2010	Common Stock	3,576	$2.36	D
Stock Option (Right to Buy)	11/05/2003⁽⁴⁾	11/05/2010	Common Stock	4,289	$1	D
Stock Option (Right to Buy)	07/30/2005⁽⁸⁾	07/30/2012	Common Stock	7,500	$3.23	D
Stock Option (Right to Buy)	07/28/2005⁽⁹⁾	01/28/2013	Common Stock	12,500	$2.28	D
Stock Option (Right to Buy)	01/03/2006⁽⁴⁾	03/23/2013	Common Stock	25,000	$2.39	D
Stock Option (Right to Buy)	05/02/2008⁽¹⁰⁾	02/02/2015	Common Stock	30,000	$2.19	D

Explanation of Responses:

1. Includes 105,000 shares of restricted common stock subject to vesting based upon achievement of individual and Company-wide performance goals or length of employment.

2. These shares were inadvertently omitted from the reporting person's original Form 3.

3. Shares represented by Company stock fund units under the Mindspeed Technologies, Inc. Savings Plan which were acquired on a periodic basis pursuant to the Plan, based on the latest information furnished by the Plan Administrator. The shares represented by Company stock fund units under the Plan are held in the employee benefit plan trust established thereunder.

4. Options became exercisable as to 1/4 of the option shares on this date and as to an additional 1/4 of the option shares on the first, second and third anniversaries thereof.

5. Options became exercisable as to 1/2 of the option shares on this date and as to the remaining 1/2 of the option shares on the first anniversary thereof.

6. Options became exercisable as to 28.6% of the option shares on this date and as to an additional 4.5% of the option shares each three months for 45 months and as to the remaining 3.9% of the option shares on January 19, 2004.

7. Options became exercisable as to 1/2 of the option shares on this date and as to an additional 1/4 of the option shares on the first and second anniversaries thereof.

8. Options became exercisable as to 1/4 of the option shares on this date and as to an additional 1/48 of the option shares each month for 36 months thereafter.

9. Options became exercisable as to 1/2 of the option shares on this date and as to the remaining 1/2 of the option shares on the 6 month anniversary thereof.

10. Options become exercisable as to 1/8 of the option shares on this date and as to an additional 1/8 of the option shares each three months for 21 months thereafter.

Remarks:

	By: Brandi R. Steege, Attorney-in-fact for	03/13/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.