10-Q/A

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                   FORM 10-Q/A
                                 Amendment No. 1

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended March 31, 1995
     or
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from __________ to _________

                        -------------------------------

Commission File Number 1-11152

                    INTERDIGITAL COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

                                                                         
 
                      PENNSYLVANIA                                         23-1882087
              (State or other jurisdiction of                           (I.R.S. Employer
               incorporation or organization)                          Identification No.)





        2200 Renaissance Boulevard, Suite 105, King of Prussia, PA 19406
             (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code (610) 278-7800

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                      Yes   x                             No _____

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                                                   
Common Stock, par value $.01 per share                             44,061,176 shares
                  Class                                      Outstanding at May 10, 1995







Part II - Other Information:
- ---------------------------

  Item 6.  Exhibits and Reports on Form 8-K

      (a)  The following is a list of exhibits filed as part of the Form 10-Q/A

      * Exhibit 3.1 -- Amendment to Bylaws

      * Exhibit 11  -- Computation of Net Income (Loss) Per Share

        Exhibit 27 -- Financial Data Schedule

      (b)  Reports on Form 8-K

      During the quarter ended March 31, 1995, the Company filed a Current
      Report on Form 8-K which was dated March 29, 1995 and related to the
      results of the Company's lawsuit with Motorola. No financial statements
      were filed with this report.

- -------------------
 * Previously filed.


                                       2



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                    

                                                             

                                                               INTERDIGITAL COMMUNICATIONS CORPORATION

Date:  June 21, 1995                                            /s/ James W. Garrison
                                                               --------------------------------------
                                                               James W. Garrison, Vice President -
                                                               Finance, Chief Financial Officer and
                                                               Treasurer






                                 EXHIBIT INDEX




     Exhibit
       No.                                             Description
     --------                                          -----------
                                               
       27                                         Financial Data Schedule

EX-27

 

<ARTICLE>           5
<LEGEND>
EXHIBIT 27
INTERDIGITAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Financial Data Schedule
(Unaudited)

<MULTIPLIER>        1,000
       
                                        
<PERIOD-TYPE>                                    3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                          43,426
<SECURITIES>                                         0
<RECEIVABLES>                                   21,698
<ALLOWANCES>                                     2,260
<INVENTORY>                                      3,737
<CURRENT-ASSETS>                                68,531
<PP&E>                                           9,998
<DEPRECIATION>                                   7,550
<TOTAL-ASSETS>                                  75,591
<CURRENT-LIABILITIES>                           26,483
<BONDS>                                            531
<COMMON>                                           438
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                         11
<OTHER-SE>                                      44,932
<TOTAL-LIABILITY-AND-EQUITY>                    75,591
<SALES>                                          5,311
<TOTAL-REVENUES>                                36,734
<CGS>                                            5,845
<TOTAL-COSTS>                                    6,099
<OTHER-EXPENSES>                                 1,825
<LOSS-PROVISION>                                   (74)
<INTEREST-EXPENSE>                                 166
<INCOME-PRETAX>                                 23,539
<INCOME-TAX>                                     1,476
<INCOME-CONTINUING>                             20,204
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    20,204
<EPS-PRIMARY>                                      .43
<EPS-DILUTED>                                      .43