SEC FORM 3

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^*

AALAEI FARAJ

(Last)

(First)

(Middle)

3 ENTERPRISE DRIVE

(Street)

SHELTON

06484

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2008

3. Issuer Name and Ticker or Trading Symbol
TRANSWITCH CORP /DE [ TXCC ]

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

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

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

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 .001 par value	424,584	D

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)
Restricted Stock Unit	08/06/2009	⁽¹⁾	Common Stock .001 Par Value	76,501	$0.00	D
Employee Stock Option (Right to Buy)	10/24/2008	08/06/2017	Common Stock .001 par value	138,066	$1.02	D
Employee Stock Option (Right to Buy)	10/24/2008	08/06/2017	Common Stock .001 par value	69,031	$1.02	D
Employee Stock Option (Right to Buy)	10/24/2008	01/18/2015	Common Stock .001 par value	77,187	$1.64	D
Employee Stock Option (Right to Buy)	10/24/2008	01/18/2015	Common Stock .001 par value	695,563	$1.64	D
Employee Stock Option (Right to Buy)	10/24/2008	11/19/2012	Common Stock .001 par value	6	$1.66	D
Employee Stock Option (Right to Buy)	10/24/2008	11/19/2012	Common Stock .001 par value	386,369	$1.66	D
Employee Stock Option (Right to Buy)	10/24/2008	07/20/2016	Common Stock .001 par value	162,278	$1.7	D
Employee Stock Option (Right to Buy)	10/24/2008	02/16/2014	Common Stock .001 par value	32,264	$3.1	D
Employee Stock Option (Right to Buy)	10/24/2008	02/16/2014	Common Stock .001 par value	709,577	$3.1	D

Explanation of Responses:

1. This instrument has no expiration date.

	Faraj Aalaei	10/28/2008
	** 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.