May 20, 2011
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Larry Spirgel, Assistant Director
Celeste M. Murphy, Legal Branch Chief
John Harrington, Staff Attorney
Robert Littlepage, Accountant Branch Chief
Kenya Gumbs, Staff Accountant
RE: UTStarcom Holdings Corp.
Registration Statement on Form F-4
File Number 333-173828
Acceleration Request
Requested Date: May 24, 2011
Requested Time: 4:30 P.M. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, UTStarcom Holdings Corp. (the “Company”) hereby requests that the above-referenced Registration Statement on Form F-4 (File No. 333-173828) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
In connection with the acceleration request, the Company hereby acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We respectfully request that we be notified of the effectiveness of the Registration Statement by telephone call to Scott Anthony at 650-849-3455.
Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Carmen Chang and Scott Anthony via facsimile at 650-493-6811.
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| Sincerely, | |
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| UTStarcom Holdings Corp. | |
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| By: | /s/ JACK LU |
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| Jack Lu |
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| President and Chief Executive Officer |