Exhibit (a)(1)(C)

VITESSE SEMICONDUCTOR CORPORATION

OFFER TO AMEND THE EXERCISE PRICE OF CERTAIN OPTIONS
ELECTION FORM

Before signing this election form, please make sure you received, read and understand the documents that make up this offer, including: (1) the Offer to Amend the Exercise Price of Certain Options (the “Offer to Amend”); (2) the General Email to All Eligible Option Holders; (3) this Election Form; and (4) the Withdrawal Form. The offer is subject to the terms of these documents as they may be amended.

The offer provides eligible option holders who hold eligible options the opportunity to (1) amend certain outstanding and unexercised options as described in Section 2 of the Offer to Amend and (2) receive a restricted stock unit award if actively employed by Vitesse on the date of the Compensation Committee’s meeting to be held in January 2009. Any such restricted stock unit award will be subject to the vesting requirements described in Section 6 of the Offer to Amend. This offer expires at 5:00 p.m., Pacific Time, on December 30, 2008. PLEASE FOLLOW THE ELECTION FORM INSTRUCTIONS INCLUDED AS PART OF THIS ELECTION FORM.

If you participate in this offer, you will be required to accept the offer for the entire eligible portion of each eligible option you elect to amend. In other words, you must accept the offer for all the shares subject to a particular eligible option, but not necessarily for all your eligible options, if you hold more than one eligible option.

BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE
OFFER AS SET FORTH IN THE OFFER DOCUMENTS.

If you would like to participate in this offer, please indicate your election by checking the box below and completing and signing this election form. Please be sure to follow the Election Form Instructions included as part of this Election Form.

You may withdraw this election as to some or all of your options by submitting a properly completed and signed withdrawal form prior to the expiration of the offer, which will be 5:00 p.m., Pacific Time, December 30, 2008.

Please check the appropriate box:

o Yes, I wish to participate in the offer as to ALL of my eligible option grants listed on the Addendum issued to me.

o Yes, I wish to participate in the offer as to my eligible option grants listed below (please list):

Option Number		Grant Date

If you elect Yes, all of the applicable options will be irrevocably amended to increase the exercise price on the last date on which this offer remains open for acceptance, which will be December 30, 2008, following expiration of the offer and, if you are actively employed by Vitesse on the date of the Compensation Committee’s meeting to be held in January 2009, you will receive a restricted stock unit award, which will be subject to the vesting requirements described in Section 6 of the Offer to Amend.


Option Holder Signature


Option Holder Name (Please print)	Corporate Email Address or Current Valid Email Address	Date and Time

RETURN VIA FAX TO (866) 666-3293 NO LATER THAN
5:00 P.M., PACIFIC TIME, ON DECEMBER 30, 2008

VITESSE SEMICONDUCTOR CORPORATION

OFFER TO AMEND THE EXERCISE PRICE OF CERTAIN OPTIONS
ELECTION FORM INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Delivery of Election Form.

A properly completed and signed election form must be received by Vitesse Semiconductor Corporation (the “Company” or “Vitesse”) via facsimile at (866) 666-3293 on or before 5:00 p.m., Pacific Time, on December 30, 2008 (referred to as the expiration of the offer).

The delivery of all required documents, including election forms, is at your risk. Delivery will be deemed made only when actually received via fax by the Company. You should allow sufficient time to ensure timely delivery. If you would like to confirm receipt of your election form, you can contact Helen Tran at tran@vitesse.com or (805) 389-7191. Only responses that are complete, signed and actually received by the Company by the deadline will be accepted. Responses may only be submitted via fax. Responses submitted by any other means, including hand delivery, email, United States mail (or other post) and Federal Express (or similar delivery service), are not permitted.

Vitesse’s receipt of your election form is not by itself an acceptance of your options for amendment. For purposes of the offer, we will be deemed to have accepted options for amendment for which valid elections have been made and not properly withdrawn as of the time we give oral or written notice to the option holders generally of our acceptance of such options. We may issue this notice of acceptance by press release, email or other methods of communication.

Vitesse will not accept any alternative, conditional or contingent elections. Vitesse does not intend to confirm receipt of this election form. By signing this election form, you waive any right to receive any notice of the receipt of the election to amend your options, except as provided for in the Offer to Amend. Your options that are accepted will be amended on the same day as, but at a later time than, the expiration of the offer. The expiration of the offer will be 5:00 p.m., Pacific Time, on December 30, 2008.

2. Withdrawal.

If you have previously elected to accept this offer to amend your eligible options, you may withdraw that election for some or all of these options at any time before the expiration of the offer, which will be 5:00 p.m., Pacific Time, on December 30, 2008.

In addition, although we intend to accept, promptly after the expiration of this offer, all valid elections, if we have not accepted your election by 5:00 p.m., Pacific Time on January 29, 2009, you may withdraw your election at any time thereafter.

To validly withdraw an earlier election, you must fax to (866) 666-3293, in accordance with the procedures listed in Section 4 below, a signed and dated withdrawal form with the required information, while you still have the right to withdraw the election for those options. Any election you do not withdraw will remain effective pursuant to your prior election form. You may change your mind as many times as you wish, but you will be bound by the last properly submitted election or withdrawal form we receive before the expiration of the offer. Vitesse must receive the properly completed and signed withdrawal form before the expiration date. The expiration of the offer will be 5:00 p.m., Pacific Time, on December 30, 2008.

3. Elections.

eligible option, but not necessarily for all your eligible options, if you hold more than one eligible option. If you have exercised a portion of an eligible option grant, your election will apply to the portion that remains outstanding and unexercised.

If you have an eligible option grant that is subject to a domestic relations order (or comparable legal document as the result of the end of a marriage) and a person who is not an eligible option holder beneficially owns a portion of that option grant, you may accept this offer for the entire remaining outstanding portion of the option if so directed by the beneficial owner as to his or her portion in accordance with the applicable domestic relations order or comparable legal documents. As legal owner of the eligible option, Vitesse will respect an election properly made by you and accepted by Vitesse and will not be responsible to you or the beneficial owner of the eligible option for any errors made by you in such an election.

4. Signatures on This Election Form.

If this election form is signed by the holder of the options, the signature must correspond with the name as written on the face of the option agreement or agreements to which the options are subject without alteration, enlargement or any change whatsoever. If your name has been legally changed since your option agreement was signed, please submit proof of the legal name change.

If this election form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to Vitesse of the authority of that person to act in that capacity must be submitted with this election form.

5. Other Information on This Election Form.

In addition to signing this election form, you must indicate the date and time at which you signed. You must also include your current corporate email address, or, if no current corporate email address is applicable, then a current email address at which you can be contacted.

6. Requests for Assistance or Additional Copies.

You should direct general questions about the terms of this offer or any requests for additional copies of this Offer to Amend to Helen Tran at tran@vitesse.com or (805) 389-7191. Copies will be furnished promptly at Vitesse’s expense.

7. Irregularities.

We will determine, in our discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any options. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any election form or any options for which elections have been made that we determine are not in good order or that we determine are unlawful to accept. We will accept all options for which proper elections are made that are not validly withdrawn. We also reserve the right to waive any of the conditions of the offer or any defect or irregularity in any election of any particular options or for any particular option holder, provided that if we grant any such waiver, it will be granted for all option holders and options for which elections have been made. No elections will be deemed to have been properly made until all defects or irregularities have been cured by the option holder or waived by us in writing. Neither we nor any other person is obligated to give notice of any defects or irregularities in elections, nor will anyone incur any liability for failure to give any notice. This is a one-time offer. We will strictly enforce the election period.

Important: The election form together with all other required documents must be received by Vitesse via fax at (866) 666-3293, on or before 5:00 p.m., Pacific Time, on December 30, 2008.

8. Additional Documents to Read.

You should be sure to read the Offer to Amend and all documents referenced therein before deciding to participate in the offer.

9. Important Tax Information.

You should refer to Section 14 of the Offer to Amend, if applicable, which contains important U.S. federal and non-U.S. income tax information. We also recommend that you consult with a financial, legal and/or tax planner regarding the personal tax consequences of this offer to you before deciding whether or not to participate in this offer. You should direct general questions about the terms of this offer to Helen Tran at tran@vitesse.com or (805) 389-7191.