03-31111. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the American Stock Exchange LLC (Mindspeed Technologies, Inc., Common Stock, $.01 Par Value and the Associated Preferred Share Purchase Rights)

December 11, 2003.

Mindspeed Technologies, Inc., a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”)^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.01 par value, and the associated Preferred Share Purchase Rights (“Securities”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer intends to withdraw its Securities from listing on the Amex and to list its Securities on The Nasdaq Stock Market, Inc. National Market System (“Nasdaq NMS”). The Issuer believes that listing and trading of the Securities on Nasdaq NMS would provide, among other things, increased visibility to technology investors, increased liquidity for the Securities and increased volume of trading in the Securities; and that as a technology company, the Issuer would benefit from trading in a market where many of the Issuer's peer companies are traded. The Issuer states that it expects to commence trading on the Nasdaq NMS on December 15, 2003.

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in the State of Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the Amex and from registration under section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before January 5, 2004, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).