PROSPECTUS SUPPLEMENT                           FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED SEPTEMBER 8, 2000                 REGISTRATION NO. 333-38782


                                  $720,000,000

                       VITESSE SEMICONDUCTOR CORPORATION
               4.00% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2005
                       AND THE COMMON STOCK ISSUABLE UPON
                          CONVERSION OF THE DEBENTURES

     This prospectus supplement relates to the resale by the selling
securityholders of 4.00% convertible subordinated debentures due 2005 of
Vitesse Semiconductor Corporation and the common stock issuable upon conversion
of the debentures.

     This prospectus supplement should be read in conjunction with the
prospectus dated September 8, 2000, which is to be delivered with this
prospectus supplement. All capitalized terms used but not defined in the
prospectus supplement shall have the meanings given them in the prospectus.

     The table below sets forth information as of the date hereof concerning
beneficial ownership of the debentures of the selling securityholders as listed
below. All information concerning beneficial ownership has been furnished by
the selling securityholders.


                                Principal amount of
                                debentures                                    Number of shares
                                beneficially owned       Percentage of        of common stock         Percentage of
                                that may be sold         debentures           that may be sold        common stock
Name                            hereby ($)               outstanding          hereby (1)              outstanding (2)
                                                                                          

Credit Suisse First Boston
Corporation...............            900,000                  **                   8,022                    **
------------------------
**Less than 1%


(1)  Assumes conversion of all of the holders's debentures at a conversion
     price of $112.1875 per share of common stock. However, this conversion
     price will be subject to adjustment as described under "Description of
     Debentures-Conversion." As a result, the amount of common stock issuable
     upon conversion of the debentures may increase or decrease in the future.

(2)  Calculated based on Rule 13d-3 under the Exchange Act using 190,498,739
     shares of common stock outstanding as of July 31, 2001. In calculating
     this amount, we treated as outstanding the number of shares of common
     stock issuable upon conversion of all of that particular holder's
     debentures. However, we did not assume the conversion of any other
     holder's debentures.


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     THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
                FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
                AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                        ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

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

          The date of this Prospectus Supplement is December 12, 2001.


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