FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Polar Securities Inc. 2. Date of Event Requiring Statement (Month/Day/Year) 10/08/2008 3. Issuer Name and Ticker or Trading Symbol MINDSPEED TECHNOLOGIES, INC [MSPD] (Last) (First) (Middle) 372 BAY STREET, 21ST FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) TORONTO, A6 M5H 2S6 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 2,393,600 I See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Polar Securities Inc. 372 BAY STREET 21ST FLOOR TORONTO, A6 M5H 2S6	Â	  X	Â	Â
Sabourin John Paul 2170 PINEEDLE ROW MISSISSAUGA, A6 L5C 1V3	Â	  X	Â	Â
Polar Capital CORP 372 BAY STREET 21ST FLOOR TORONTO, A6 M5H 2W9	Â	  X	Â	Â

Signatures

/s/ John Paul Sabourin, Chief Investment Officer		10/14/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Polar Securities Inc. ("PSI") serves as investment manager to two Cayman Islands exempted companies (the "Funds") and has investment discretion with respect to securities held by the Funds. PSI is a wholly owned subsidiary of Polar Financial Corporation which is controlled by Polar Capital Corporation ("PCC"). John Paul Sabourin ("Mr. Sabourin" , and together with PSI and PCC, the "Reporting Persons") is the chairman of PSI. The Reporting Persons disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities for the purpose of Section 16 or for any other purpose, except to the extent of the Reporting Persons' pecuniary interest therein.

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