SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

      INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b),
            (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d

                                (Amendment No.)*
         Mindspeed Technologies, Inc.
-------------------------------------
(Name of Issuer)

         Common Stock
-------------------------------------
(Title of Class of Securities

         602682106
-------------------------------------
(CUSIP Number)

         October 27, 2005           
------------------------------------
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]      Rule 13d-1(b)
[x]      Rule 13d-1(c)
[ ]      Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                      







1. NAMES OF REPORTING PERSONS
   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

          Amaranth LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a) [ ] 
         (b) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

          Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

           0

6. SHARED VOTING POWER

           6,060,606
           ----------

7. SOLE DISPOSITIVE POWER

           0

8. SHARED DISPOSITIVE POWER

           6,060,606
           ---------

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           See 6 and 8 above.

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
    EXCLUDES CERTAIN SHARES* []

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           5.5%
           ---

12. TYPE OF REPORTING PERSON*

           CO






1. NAMES OF REPORTING PERSONS
   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         Amaranth Advisors L.L.C.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a) [ ] 
         (b) [x]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

         0

6. SHARED VOTING POWER

         6,060,606
         ---------

7. SOLE DISPOSITIVE POWER

         0

8. SHARED DISPOSITIVE POWER

         6,060,606
         ---------

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         See 6 and 8 above.

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
    EXCLUDES CERTAIN SHARES* []

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          5.5%
          ----

12. TYPE OF REPORTING PERSON*

          IA







1. NAMES OF REPORTING PERSONS
   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         Nicholas M. Maounis

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a) [ ] 
         (b) [x]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

         United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

         0

6. SHARED VOTING POWER

         6,060,606
         ---------

7. SOLE DISPOSITIVE POWER

         0

8. SHARED DISPOSITIVE POWER

         6,060,606
         ---------

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

        See 6 and 8 above.

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
    EXCLUDES CERTAIN SHARES* []

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         5.5%
         ----

12. TYPE OF REPORTING PERSON*

         IN, HC


ITEM 1(a).        Name of Issuer:

         Mindspeed Technologies, Inc.
        -----------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

4000 MacArthur Boulevard
------------------------
East Tower
----------
Newport Beach, CA 92660
-----------------------

Item 2(a).        Name of Persons Filing:
Item 2(b).        Address of Principal Business Office or, if None, Residence:
Item 2(c).        Citizenship:

         Amaranth LLC
         c/o Amaranth Advisors L.L.C.
         One American Lane
         Greenwich, Connecticut 06831
         Cayman Islands company

         Amaranth Advisors L.L.C.
         One American Lane
         Greenwich, Connecticut 06831
         Delaware limited liability company

         Nicholas M. Maounis
         c/o Amaranth Advisors L.L.C.
         One American Lane
         Greenwich, Connecticut 06831
         U.S. Citizen

Amaranth  Advisors L.L.C.  is the trading advisor for Amaranth LLC  ("Amaranth")
and has been granted investment discretion over portfolio investments, including
the  Common  Stock (as  defined  below),  held by each of them.  Maounis  is the
managing member of Amaranth  Advisors L.L.C.  and may, by virtue of his position
as managing  member,  be deemed to have power to direct the vote and disposition
of the Common Stock held for Amaranth.

Item 2(d).        Title of Class of Securities

         Common Stock, $.01 Par Value ("Common Stock")
         ---------------------------------------------

Item 2(e).        CUSIP Number:     602682106                 
                                   ----------









Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:

          (a)   [ ] Broker or dealer registered under Section 15 of the
                    Exchange Act.

          (b)   [ ] Bank as defined in Section 3(a)(6) of the Exchange
                    Act.

          (c)   [ ] Insurance company defined in Section 3(a)(19) of the
                     Exchange Act. (d) [ ] Investment company registered
                   under Section 8 of the Investment Company Act.

          (e)   [ ] An investment adviser in accordance with Rule
                    13d-1(b)(1)(ii)(E).

          (f)   [ ] An employee benefit plan or endowment fund in
                    accordance with Rule 13d-1(b)(1)(ii)(F).

          (g)   [ ] A parent holding company or control person in
                    accordance with Rule 13d-1(b)(1)(ii)(G).

          (h)   [ ] A savings association as defined in Section 3(b) of
                    the Federal Deposit Insurance Act.

          (i)   [ ] A church plan that is excluded from the definition
                    of an investment company under Section 3(c)(14) of the
                    Investment Company Act;

          (j)   [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

Item 4.   Ownership.

          Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

          (a) Amount beneficially owned:

               The Reporting  Persons  beneficially  own 6,060,606 shares of the
               Issuer's Common Stock comprised of the Issuer's 3.75%  debentures
               which are  convertible  into an aggregate of 6,060,606  shares of
               Common Stock.

          (b) Percent of class:

                          5.5%
                         -----





(c) Number of shares as to which such person has:

          (i) Sole power to vote or direct the vote

                  0

         (ii) Shared power to vote or to direct the vote

                  See Item 4(a).

         (iii) Sole power to dispose or to direct the disposition of

                  0

         (iv) Shared power to dispose or to direct the disposition of

                  See Item 4(a).


Item 5.   Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
     hereof the Reporting Persons have ceased to be the beneficial owner of more
     than five percent of the class of securities,  check the following [ ]. Not
     applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

     Shareholders of Amaranth indirectly participate in the receipt of dividends
     from,  and proceeds from the sale of, the Common Stock held for the account
     of Amaranth.

Item 7.   Identification  and  Classification  of the  Subsidiary  Which  
     Acquired the Security Being Reported on by the Parent Holding Company.

     Not applicable.

Item 8.   Identification and Classification of Members of the Group.

     See Item 2 in lieu of an Exhibit.

Item 9.   Notice of Dissolution of Group.

     Not applicable.




Item 10.  Certification.

     By  signing  below  the  undersigned  certifies  that,  to the  best of its
     knowledge and belief,  the  securities  referred to above were not acquired
     and are not held for the  purpose  of or with the  effect  of  changing  or
     influencing  the  control  of the  issuer  of the  securities  and were not
     acquired and are not held in  connection  with or as a  participant  in any
     transaction having that purpose or effect.








                                   SIGNATURES

     After reasonable inquiry and to the best of its knowledge and belief,  each
of the undersigned  certifies that the information  with respect to it set forth
in this statement is true, complete, and correct.


Dated:   November 4, 2005
         ----------------

          AMARANTH LLC
                   by Amaranth Advisors L.L.C., as Trading Advisor

                   By:  /s/ Nicholas M. Maounis
                        -----------------------
                        Nicholas M. Maounis, Managing Member


          AMARANTH ADVISORS L.L.C.

                   By:  /s/ Nicholas M. Maounis
                        -----------------------
                        Nicholas M. Maounis, Managing Member


          NICHOLAS M. MAOUNIS

                        /s/ Nicholas M. Maounis
                        ----------------------- 
                        Nicholas M. Maounis








                                    EXHIBIT A
                             JOINT FILING AGREEMENT

     The  undersigned  hereby agree that the statement on Schedule 13G signed by
each of the  undersigned  shall be,  filed on behalf of each of the  undersigned
pursuant to and in accordance  with the  provisions  of Rule 13d-1(k)  under the
Securities Exchange Act of 1934, as amended.

Dated:   November 4, 2005
         ----------------

          AMARANTH LLC
                   by Amaranth Advisors L.L.C., as Trading Advisor

                   By:  /s/ Nicholas M. Maounis
                        -----------------------
                        Nicholas M. Maounis, Managing Member


          AMARANTH ADVISORS L.L.C.

                   By:  /s/ Nicholas M. Maounis
                        -----------------------
                        Nicholas M. Maounis, Managing Member


          NICHOLAS M. MAOUNIS

                        /s/ Nicholas M. Maounis
                        ----------------------- 
                        Nicholas M. Maounis