SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Torre David D

(Last)

(First)

(Middle)

C/O ATHEROS COMMUNICATIONS, INC.

5480 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2006

3. Issuer Name and Ticker or Trading Symbol
ATHEROS COMMUNICATIONS INC [ ATHR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	46,250	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	03/13/2002⁽¹⁾	03/12/2012	Common Stock	33,750	$1.72	D
Employee Stock Options (right to buy)	03/12/2003⁽²⁾	03/11/2013	Common Stock	30,000	$1.72	D
Employee Stock Options (right to buy)	⁽³⁾	01/13/2014	Common Stock	30,000	$9.333	D
Employee Stock Options (right to buy)	⁽⁴⁾	04/20/2014	Common Stock	10,000	$15.24	D
Employee Stock Options (right to buy)	⁽⁵⁾	01/20/2015	Common Stock	30,000	$10.03	D
Employee Stock Options (right to buy)	⁽⁶⁾	01/18/2011	Common Stock	34,000	$14.38	D

Explanation of Responses:

1. All of the options became exercisable on 3/13/2002. The shares underlying the options are subject to the issuer's right of repurchase that lapsed as to 2,813 of the shares on 2/18/2005, and lapses as to the remaining shares in 11 equal monthly installments beginning on 3/18/2005.

2. All of the options became exercisable on 3/12/2003. The shares underlying the options are subject to the issuer's right of repurchase that lapsed as to 626 of the shares on 3/12/2003, and lapses as to the remaining shares in 47 equal monthly installments beginning on 3/18/2003.

3. 20% of the options became exercisable on 1/14/2005; and the remaining options will become exercisable in 48 equal monthly installments beginning on 2/14/2005.

4. 20% of the options became exercisable on 4/21/2005; and the remaining options will become exercisable in 48 equal monthly installments beginning on 5/21/2005.

5. 25% of the options will become exercisable on 1/21/2006; and the remaining options will become exercisable in 36 equal monthly installments commencing on 2/21/2006.

6. Options will become exercisable in 48 equal monthly installments commencing on 2/18/2006.

Remarks:

	Bruce P. Johnson, Attorney-in-fact	01/20/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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