As filed with the Securities and Exchange Commission on April 25, 2005.

Registration Statement No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM S-8

Mindspeed Technologies, Inc.

Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan
Mindspeed Technologies, Inc. Directors Stock Plan

SIMON BIDDISCOMBE
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
Mindspeed Technologies, Inc.
4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095

(949) 579-3000

Copy to:
ROBERT M. MATTSON, JR.
CRAIG S. MORDOCK
Morrison & Foerster LLP
19900 MacArthur Boulevard, Twelfth Floor
Irvine, California 92612-2445
(949) 251-7500

Calculation of Registration Fee

Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act, the prospectus that is part of this Registration Statement will be used in connection with the offer and sale of Common Stock of the Registrant previously registered under the Registrant’s Registration Statement on Form S-8 (Registration No. 333-106479).

Table of Contents

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this registration statement hereby incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-106479) filed by Mindspeed Technologies, Inc. (the “Company”) on June 25, 2003, including any amendments thereto or filings incorporated therein, relating to the Mindspeed Technologies, Inc. Directors Stock Plan (the “Directors Plan”) and the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (the “2003 LTIP”), except as expressly modified herein.

The number of shares of Common Stock of the Company available for delivery under the Directors Plan is subject to an automatic annual increase on the first day of each fiscal year of the Company commencing with the fiscal year beginning on or about October 1, 2004 by an amount equal to the greater of (i) 160,000 shares or (ii) 0.18% of the shares of Common Stock outstanding on such date, subject to the Board of Directors selecting a lesser amount. This Registration Statement registers the 181,114 additional shares of Common Stock resulting from the automatic annual increase for fiscal year 2005.

On February 24, 2005, the stockholders and Board of Directors of the Company approved an increase in the number of shares of Common Stock of the Company available for delivery under the 2003 LTIP in the amount of 8,000,000 shares of Common Stock. This Registration Statement also registers the 8,000,000 additional shares of Common Stock available under the 2003 LTIP.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and Exchange Commission, are incorporated herein by reference and made a part hereof:

     All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent

that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded.

Item 8. Exhibits.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on the 25th day of April, 2005.

POWER OF ATTORNEY

     Each director and officer of the registrant whose signature appears below hereby appoints Raouf Y. Halim and Simon Biddiscombe, and each of them individually, as his or her true and lawful attorney-in-fact and agent to sign in his name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, exhibits thereto, and other documents in connection therewith, to this registration statement, and the registrant hereby also appoints each such person as its attorney-in-fact and agent with like authority to sign and file any such amendments in its name and behalf.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

EXHIBIT INDEX