SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                   FORM 8-A/A
                                Amendment No. 1


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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


              Pennsylvania                               23-1882087
- ----------------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification no.)

            781 Third Avenue
     King of Prussia, Pennsylvania                       19406-1409
- ----------------------------------------                 ----------
(Address of Principal Executive Offices)                 (Zip Code)

                                                   
If this form relates to the registration of a        If this form relates to the registration of a
class of securities pursuant to Section              class of securities pursuant to Section
12(b) of the Exchange Act and is                     12(g) of the Exchange Act and is effective
effective pursuant to General Instruction            pursuant to General Instruction A.(d),
A.(c), check the following box. [  ]                 check the following box. [X]




Securities Act registration statement file number to which this form
relates: N/A

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class                             Name of Each Exchange on Which
to be so Registered                             Each Class is to be Registered
- -------------------                             ------------------------------

         N/A                                                  N/A

Securities to be registered pursuant to Section 12(g) of the Act (Title of
Classes):

         Common Stock, par value $.01
         ----------------------------

         Series B Junior Participating Preferred Stock Rights
         ----------------------------------------------------





ITEM 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

I. Common Stock


     InterDigital Communications Corporation, a Pennsylvania corporation (the
"Company") is herewith registering shares of Common Stock, par value $.01 per
share (the "Common Stock"). The authorized capital stock of the Company includes
100,000,000 shares of Common Stock, par value $.01 per share. Holders of Common
Stock have no preemptive rights. The outstanding shares of Common Stock are
fully paid and non-assessable. Holders of Common Stock are entitled to dividends
when, as and if declared by the Board of Directors of the Company (the "Board")
out of any funds legally available to the Company for that purpose.


     Holders of Common Stock are entitled to one vote per share held of record
with respect to all matters submitted to a vote of the shareholders. There is no
cumulative voting for the election of directors. The Board is divided into three
classes, each having a term of three years. One class is elected each year.
Directors may be removed, without cause, only with the approval of 80% of the
voting power of the stock entitled to vote in the election of directors (the
"voting stock"). Approval of the holders of 80% of the voting stock is also
required to alter, amend or repeal the above provisions regarding classification
of the Board and removal of directors without cause in the Articles of
Incorporation or the corresponding provisions in the Bylaws or to adopt
inconsistent provisions. The foregoing super-majority voting provisions relating
to the election of directors may discourage third parties from seeking to obtain
control of the Company and, accordingly, may be considered to be disadvantageous
to the shareholders and may have a depressive effect upon the price of Common
Stock.

     The Company's Articles of Incorporation also contain "fair price"
provisions which require the approval of at least 80% of the voting stock as a
condition to mergers and certain other business combinations involving the
Company and any holder of 20% or more of such voting power (an "Interested
Shareholder"), unless the transaction is either approved by a majority of the
members of the Board who are unaffiliated with the Interested Shareholder or
certain minimum price and procedural requirements are met. Approval of the
holders of 80% of the voting stock is also required to alter, amend or repeal
the foregoing "fair price" provisions.

     Pursuant to a liquidation, dissolution or winding up of the Company,
holders of Common Stock will be entitled to receive pro rata the assets
remaining after creditors of the Company and holders of the Convertible
Preferred Stock (described below) and any future series of Preferred Stock have
been paid in full.

                                       -2-



II. Convertible Preferred Stock


     As of June 30, 1998, the Company was authorized to issue 14,398,600
shares of Preferred Stock, par value $.10 per share, and to establish and issue
shares of Preferred Stock in series and to fix, determine and vary the voting
rights, designations, preferences, qualifications, privileges, options,
conversion rights and other special rights of each series of Preferred Stock.

     The series of Preferred Stock, $.10 par value per share, of the Company
known as the $2.50 Cumulative Convertible Preferred Stock (the "Convertible
Preferred Stock") has the below described rights and preferences. The number of
shares constituting the Convertible Preferred Stock is 105,212 and, as of March
31, 2000, 55,042 shares of Convertible Preferred Stock were outstanding.


     Holders of shares of Convertible Preferred Stock are entitled to receive,
if, when, and as declared by the Board of Directors out of funds legally
available therefor, cumulative semi-annual dividends of $1.25 per share, payable
at the election of the Company in cash, Common Stock or a combination thereof,
except as discussed below. Dividends declared to date on the Convertible
Preferred Stock have been declared payable in Common Stock.

     Notwithstanding an election by the Company to pay a dividend in whole or in
part in Common Stock, holders of Convertible Preferred Stock may elect to
receive the dividend in cash. If and to the extent that it has funds legally
available therefor under Pennsylvania law, the Company will pay the dividend in
cash to any holder of record whose election form is received by the Company by
the close of business on the 15th business day after the date of the Company's
notice. If and to the extent that the Company does not have funds legally
available under such law for the payment of cash dividends, the dividend will be
payable in Common Stock even to those holders of record who elect to receive
cash.

     If the Company pays all or any portion of a dividend in Common Stock, the
number of shares of Common Stock to be issued by the Company in payment of such
portion shall be the dollar amount of such portion divided by a computed price
calculated in accordance with a formula designed to result in a lower Computed
Price, and therefore an increased number of shares of Common Stock which may be
issued in payment of a dividend on the Convertible Preferred Stock, in the event
of reduced trading volume or market price of the Common Stock prior to the
dividend payment date (assuming a constant market price, the lower the trading
volume, the greater the number of shares which may be so issued).

     In the event that two consecutive semiannual dividends payable on the
Convertible Preferred Stock are in arrears and the full amount of accumulated
dividends is not (i) paid or (ii) declared and funds or shares of Common Stock,
as applicable, sufficient to pay such amount set aside for payment of dividends,
within 15 business days after the payment date of the second consecutive
dividend in arrears (a "Dividend Default"), the holder of each share of
Convertible Preferred Stock shall. be entitled to the right (a "Penalty
Conversion Right"), on the two business days following the thirtieth calendar
day (a "Penalty Conversion Date"), after such

                                       -3-



dividend payment date at the option of such holder, in lieu of all dividends
which have accrued but remain unpaid (whether or not declared), and
notwithstanding that such Dividend Default may have been cured subsequent to
such period of 15 business days, to convert such share of Convertible Preferred
Stock into the number of shares of Common Stock equal to a fraction, the
numerator of which is the liquidation preference of such share, plus all accrued
and unpaid dividends on such share to the Penalty Conversion Date, whether or
not declared, and the denominator of which is 75% of the lowest Closing Sale
Price (as defined above) of the Common Stock during the period beginning on the
dividend payment date immediately preceding the Penalty Conversion Date and
ending five trading days prior to the Penalty Conversion Date. Exercise of the
Penalty Conversion Right will generally be on the terms discussed below.

     If any semi-annual dividend payable on the Convertible Preferred Stock is
in arrears, thereafter and until (i) all accumulated and unpaid dividends,
whether or not declared, on shares of Convertible Preferred Stock outstanding
shall have been paid in full or (ii) all shares of Convertible Preferred Stock
with respect to which dividends are in arrears shall have been converted into
Common Stock pursuant to Penalty Conversion Rights as described above or
otherwise, the Company shall not (a) declare or pay dividends on shares of
Convertible Preferred Stock with respect to which no dividends are in arrears
until no dividends are in arrears on any shares of Convertible Preferred Stock;
(b) declare or pay dividends or make any other distributions on any shares of
stock ranking junior to the Convertible Preferred Stock as to dividends; (c)
declare or pay dividends or make any other distributions on any shares of stock
ranking on a parity with the Convertible Preferred Stock as to dividends, except
(1) dividends or other distributions paid ratably on the Convertible Preferred
Stock and all such parity stock so that the amount of dividends or other
distributions declared per share on each such series or class of stock bear to
each other the same ratio that the accumulated but unpaid dividends per share on
the shares of each such series or class of stock bear to each other, or (2)
dividends or other distributions paid in Common Stock (or other stock of the
Company ranking junior to the Convertible Preferred Stock as to dividends and
upon liquidation, dissolution or winding up) on the Convertible Preferred Stock
and such other stock of the Company as shall be entitled to receive dividends or
distributions in Common Stock (or such other junior stock), such that all
accumulated and unpaid dividends on all such stock shall be paid in full, (d)
redeem or purchase or otherwise acquire (including pursuant to any sinking fund
requirements) shares of any stock ranking junior to the Convertible Preferred
Stock as to dividends, except that the Company may at any time redeem, purchase
or otherwise acquire shares of any such junior stock by the conversion of such
shares into, or the exchange of such shares for, shares of any stock of the
Company ranking junior to the Convertible Preferred Stock as to dividends and
upon dissolution, liquidation or winding up; (e) redeem pursuant to a sinking
fund or otherwise any stock of the Company ranking on a parity with the
Convertible Preferred Stock as to dividends, except (1) by means of a redemption
pursuant to which all outstanding shares of Convertible Preferred Stock and all
stock of the Company ranking on a parity with the Convertible Preferred Stock as
to dividends are redeemed or pursuant to which a pro rata redemption is made
from all holders of the Convertible Preferred Stock and all stock of the Company
ranking on a parity with the Convertible Preferred Stock as to dividends, the
amount allocable to each series of such stock


                                       -4-



being determined on the basis of the aggregate liquidation preference of the
outstanding shares of each series and the shares of each series being redeemed
only on a pro rata basis, or, (2) by conversion of such parity stock into, or
exchange of such parity stock for, stock of the company ranking junior to the
Convertible Preferred Stock as to dividends and upon liquidation, dissolution or
winding up; or (f) purchase or otherwise acquire any stock of the Company
ranking on a parity with the convertible Preferred Stock as to dividends, except
(1) pursuant to an acquisition made in accordance with the terms of one or more
offers to purchase all of the outstanding shares of Convertible Preferred Stock
and all stock of the Company ranking on a parity with the Convertible Preferred
Stock as to dividends (which offers shall describe such proposed acquisition of
all such parity stock), which offers shall each have been accepted by the
holders of at least 50% of the shares of each series or class of stock receiving
such offer outstanding at the commencement of the first of such purchase offers,
or (2) by conversion of such parity stock into, or exchange of such parity stock
for, stock of the Company ranking junior to the Convertible Preferred Stock as
to dividends and upon liquidation, dissolution or winding up.

     The holder of any shares of Convertible Preferred Stock has the right at
any time, unless such shares have been previously called for redemption, to
convert such Convertible Preferred Stock as the issue price thereof into shares
of Common Stock at the conversion price then in effect. In the case of
Convertible Preferred Stock called for redemption, conversion rights expire at
the close of business on the business day prior to the redemption date. Notice
of an optional redemption must be mailed not less than thirty and not more than
sixty days prior to the redemption date. No payment or adjustment for dividends
accrued on the Convertible Preferred Stock or the Common Stock is to be made on
conversion. However, if shares of Convertible Preferred Stock are converted
subsequent to any record date with respect to the payment of dividends and on or
prior to the date for payment of such dividends, the dividends falling due on
such date shall be paid to the holder of such shares of Convertible Preferred
Stock on such record date. No fractional shares will be issued upon conversion
and, if the conversion results in a fractional interest, an amount will be paid
in cash equal to the value of such fractional interest based on the market price
of the Common Stock on the date of conversion. The conversion price is $12. 00
per share of Common Stock. The conversion price is subject to adjustment upon
the occurrence of certain events.

     The Company also has the option, exercisable at any time, to reduce the
conversion price, so long as such reduction is for a minimum period of twenty
days and is irrevocable during such period and the Company notifies holders of
Convertible Preferred Stock at least fifteen days prior to the date on which the
reduced conversion price takes effect.

     In the event of any liquidation, dissolution or winding up of the Company,
the holders of shares of Convertible Preferred Stock shall be entitled to
receive, from the Company's assets available for distribution to shareholders,
$25.00 per share plus accrued and unpaid dividends to the date fixed for
distribution before any distribution of assets may be made to holders of Common
Stock or any other class of stock of the Company or series thereof ranking

                                       -5-



junior to the Convertible Preferred Stock with respect to the distribution of
assets. After payment of the full amount of the liquidating distribution to
which they are entitled, the holders of shares of Convertible Preferred Stock
will not be entitled to any further participation in any distribution of assets
by the Company. Such liquidation. rights are not triggered by any consolidation
or merger of the Company with or into any other corporation, or by any sale,
transfer or lease of all or substantially all of the Company's assets, provided
that in each case effective provision is made by the resulting and surviving
corporation or otherwise for- the protection of the rights of the holders of
Convertible Preferred Stock. The Convertible Preferred Stock is redeemable at
the option of the Company at any time as a whole or from time to time in part,
or at least 30 and not more than 60 days notice, at a redemption price of $25.00
per share.

     The holders of the Convertible Preferred Stock are not entitled to vote,
except as set forth below. On matters subject to a vote by holders of the
Convertible Preferred Stock, the holders are entitled to one vote per share.

     In the event that two or more consecutive semi-annual dividends payable on
the Convertible Preferred Stock are in arrears, the holders of all outstanding
shares of the Convertible Preferred Stock, voting as a class, will be entitled
to elect one member of the Board of Directors. Such voting rights shall remain
vested until such time as all dividends in arrears shall have been paid in full
(or declared and a sum sufficient for the payment thereof set aside for
payment). Any director so elected shall serve until the payment in full of the
dividends arrearage, and may be otherwise removed only by the holders of at
lease a majority of the then outstanding shares of the Convertible Preferred
Stock at the time of such removal.

     The affirmative vote of at lease a majority of the shares of Convertible
Preferred Stock, voting as a class, shall be required for authorizing, effecting
or validating: (i) any amendment, alteration or repeal of any of the provisions
of the Company's Articles of Incorporation, as amended, or By-Laws which would
materially adversely affect the Rights and Preferences of the Convertible
Preferred Stock, provided that an amendment that would authorize or create or
increase the amount of any stock ranking junior to the Convertible Preferred
Stock as to dividend and liquidation rights will not be deemed to adversely
affect the Rights and Preferences of the Convertible Preferred Stock; and (ii)
the authorization or creation of, or the increase in authorized amount of, any
capital stock. of the Company of any, class, or any security convertible into
such capital stock, ranking prior to or on a parity with the Convertible
Preferred Stock as to either dividend or liquidation rights. No such vote is
required if, prior to the time such amendment, alteration or repeal is in effect
or increase or creation is effectuated, provision is to be made for the
redemption of all shares of the Convertible Preferred Stock. Notwithstanding the
foregoing, if the voting rights described in this paragraph are exercisable as
to a particular matter by more than one series of Preferred Stock, the
affirmative vote required on such matter will be of at least a majority of the
shares of all such series, voting as a single class without regard to series,
and the separate voting rights of the Convertible Preferred Stock summarized
above shall not apply.

     Holders of Convertible Preferred Stock have no preemptive rights. The
Company may not consolidate or merge with, or sell, transfer or lease all or
substantially all of its assets to,

                                       -6-



another corporation, person or entity unless the successor entity assumes in
writing all of the obligations of the Company with respect to the Convertible
Preferred Stock.

III. Series B Junior Participating Preferred Stock Rights

     On December 13, 1996, the Board declared a distribution of One Right (as
defined below) for each outstanding share of Common Stock to shareholders of
record at the close of business on January 3, 1997 (the "Record Date") and for
each share of Common Stock issued (including shares distributed from Treasury)
by the Company thereafter and prior to the Distribution Date. Each Right
entitled the registered holder, subject to the terms of the Rights Agreement (as
defined below), to purchase from the Company one one-thousandth of a share (a
"Unit") of Series B Junior Participating Preferred Stock (the "Preferred
Stock"), at a Purchase Price of $45.00 per Unit, subject to adjustment (the
"Right"). The Rights Agreement has been variously amended since its inception,
but Amendment No. 3 dated as of March 24, 2000 rescinded prior Amendments No. 1
and No. 2 and, among other changes, increased the Purchase Price referred to
above from $45 per Unit to $250 per Unit, subject to adjustment, and references
hereafter to the Rights are at the increased Purchase Price. The Purchase Price
is payable in cash or by certified or bank check or money order payable to the
order of the Company. The description and terms of the Rights are set forth in a
Rights Agreement between the Company and American Stock Transfer and Trust
Company, as Rights Agent, as amended (the "Rights Agreement").

     Initially, the Rights will attach to all certificates representing shares
of outstanding Common Stock, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and the
"Distribution Date" will occur upon (i) the earlier of (A) 10 business days
following the Stock Acquisition Date on which a person or group of affiliated or
associated persons (other than the Company, any subsidiary of the Company or any
employee benefit plan of the Company or such subsidiary) (an "Acquiring Person")
has acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of 10% or more of the then outstanding shares of Common Stock (and for
this purpose "Stock Acquisition Date" means the earliest of (i) the first date
of public announcement of such acquisition, (ii) the date a majority of the
Independent Directors first learn of such acquisition or (iii) the actual date
of such acquisition if such can be ascertained with certainty), (B) 10 business
days following the commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning 10% or more of the then
outstanding shares of Common Stock, and (C) 10 business days after a non-exempt
person or group publicly announces an intent to acquire control over the Company
and proposes in a proxy or consent solicitation to elect such a number of
directors which, if elected, would represent a majority of the directors when
compared with the Independent Directors continuing to serve on the Board of
Company, or (ii) such later date as may be determined by action of a majority of
the Independent Directors of the Board prior to the occurrence of any event
specified in (i) above. The determination of beneficial ownership under the
Rights Agreement generally excludes options to purchase shares, shares acquired
from the Company pursuant to stock-based plans for employees


                                       -7-


and directors and shares over which voting power is held pursuant to a revocable
proxy (except, in limited circumstances, beneficial ownership can be deemed to
be present if such person or group possesses voting power over shares arising
from a proxy, even if revocable, given in response to a proxy or consent
solicited by or on behalf of such person or group and in furtherance of such
person's or group's publicly announced intention to acquire control over the
Company or over all or substantially all of the assets or stock of the Company).
Until the Distribution Date, (x) the Rights will be evidenced by Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (y) new Common Stock certificates issued after the Record Date
(also including shares distributed from Treasury) will contain a notation
incorporating the Rights Agreement by reference, and (z) the surrender for
transfer of any certificates representing outstanding Common Stock will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.

     The Rights are not exercisable until the Distribution Date and will expire
at the close of business on the tenth anniversary of the Rights Agreement unless
earlier redeemed by the Company as described below.

     As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights.

     In the event that (i) the Company is the surviving corporation in a merger
with an Acquiring Person and shares of Common Stock shall remain outstanding,
(ii) a Person becomes the beneficial owner of 10% or more of the then
outstanding shares of Common Stock, (iii) an Acquiring Person engages in one or
more "self-dealing" transactions as set forth in the Rights Agreement, or (iv)
during such time as there is an Acquiring Person, an event occurs which results
in such Acquiring Person's ownership interest in the Common Stock being
increased by more than 1% (e.g., by means of a reverse stock split or
recapitalization), then, in each such case, each holder of a Right will
thereafter have the right to receive, upon exercise, Units of Preferred Stock
(or, in certain circumstances, Common Stock, cash, property or other securities
of the Company) having a current market value equal to two times the exercise
price of the Right. The exercise price is the Purchase Price multiplied by the
number of Units of Preferred Stock issuable upon exercise of a Right prior to
the events described in this paragraph. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.

     In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
and the Company is not the surviving corporation (other than a merger described
in the preceding paragraph), (ii) any Person consolidates or merges with the
Company and all or part of the Common Stock


                                       -8-


is converted or exchanged for securities, cash or property of any other Person,
or (iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as described above) shall thereafter have the right to receive, upon
exercise, common stock of the Acquiring Person having a current market value
equal to two times the exercise price of the Right.

     The Purchase Price payable, and the number of Units of Preferred Stock
issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to the
holders of the Preferred Stock of evidences of indebtedness, cash or assets
(excluding regular cash dividends, if any) or of subscription rights or warrants
(other than those referred to above).

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional Units. In lieu thereof,
an adjustment in cash may be made based on the market price of the Preferred
Stock prior to the date of exercise.

     A majority of the Independent Directors may redeem the Rights in whole, but
not in part, until (i) ten business days following the Stock Acquisition Date,
or (ii) such later date as they shall determine, at a price of $.01 per Right
(subject to adjustment in certain events) (the "Redemption Price"), payable, at
the election of such majority of the Independent Directors, in cash or shares of
Common Stock. Immediately upon the action of a majority of the Independent
Directors ordering the redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Units of Preferred Stock (or other consideration).

     Any of the provisions of the Rights Agreement may be amended without the
approval of the holders of Common Stock at any time prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended in order to cure any ambiguity, defect or inconsistency, to make changes
which do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights are
not redeemable. However, all amendments on or following the Distribution Date
other than those limited only to the cure of any ambiguity, defect or
inconsistency, as well as amendments at any

                                       -9-



time which change the Redemption Price, the Purchase Price, the Expiration Date
or the number of Units of Preferred Stock for which a Right is exercisable,
shall require the approval of a majority of the Independent Directors.

     The Units of Preferred Stock that may be acquired upon exercise of the
Rights will be nonredeemable and subordinate to any other shares of preferred
stock that may be issued by the Company.

     Each Unit of Preferred Stock will be entitled to dividends at the same rate
per share as dividends declared on the Common Stock and shall be entitled to
payment of dividends to the extent dividends are declared on the Common Stock.
In the event of liquidation, the holder of a Unit of Preferred Stock will
receive the per share amount paid in respect of a share of Common Stock.

     In the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each Unit of Preferred Stock will be
entitled to receive the per share amount paid in respect of each share of Common
Stock. Each Unit of Preferred Stock will have one vote, voting together with the
Common Stock. The rights of holders of the Preferred Stock to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary anti-dilution provisions.

     Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of the Common Stock.

     The form of Rights Agreement, including Amendment No. 3 thereto, between
the Company and the Rights Agent specifying the term of the Rights, which
includes as (i) Exhibit A, Form of Rights Certificate, (ii) Exhibit B, Form of
Certificate of Designation - Series B Junior Participating Preferred Stock , and
(iii) Exhibit C, Form of Summary of Rights, is attached hereto as Exhibit 3 and
is incorporated herein by reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
such Exhibit and to Exhibit 6 hereto containing Amendment No. 3 to the Rights
Agreement.


ITEM 2.  EXHIBITS.


1.  Restated Articles of Incorporation. Incorporated by reference to Exhibit
    3.1 to InterDigital's Quarterly Report on Form 10-Q for the quarter ended
    June 30, 1998.


2.  Bylaws of InterDigital Communications Corporation, as amended March 2, 2000.
    Incorporated by reference to Exhibit No. 3.2 to InterDigital's Annual Report
    on Form 10-K for the year ended December 31, 1999 (the "1999 Form 10-K").

                                      -10-



3.  Rights Agreement, dated as of December 31, 1996, between InterDigital
    Communications Corporation and American Stock Transfer and Trust
    Company, including Form of Rights Certificate (Exhibit A), Form of
    Certificate of Designation - Series B Junior Participating Preferred
    Stock (Exhibit B), and Form of Summary of Rights (Exhibit C).
    Incorporated by reference to Exhibit No. 1 to InterDigital's Form 8-A
    filed with the Commission on January 2, 1997 (the "1997 Form 8-A").

4.  Amendment No. 1 to the Rights Agreement between InterDigital Communications
    Corporation and American Stock Transfer and Trust Company. Incorporated by
    reference to Exhibit 4.2 to InterDigital's Quarterly Report on Form 10-Q for
    the quarter ended June 30, 1997.

5.  Amendment No. 2 to the Rights Agreement between InterDigital Communications
    Corporation and American Stock Transfer and Trust Company. Incorporated by
    reference to Exhibit 4.3 to InterDigital's Quarterly Report on Form 10-Q for
    the quarter ended June 30, 1997.

6.  Amendment No. 3 dated as of March 24, 2000, to the Rights Agreement dated as
    of December 31, 1996 between InterDigital Communications Corporation and
    American Stock Transfer and Trust Company. Incorporated by reference to
    Exhibit No. 4.4 to the 1999 Form 10-K.

7.  Form of legend on certificates representing shares of Common Stock regarding
    Preferred Stock Purchase Rights.  Incorporated by reference to Exhibit
    No. 2 to the 1997 Form 8-A.


8.  Specimen Stock Certificate of InterDigital Communications Corporation.
    Incorporated by reference to Exhibit No. 8 to InterDigital's Form 8-A filed
    with the Commission on April 25, 2000.


                                      -11-



                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No.1 to the Registration
Statement on Form 8-A filed on April 25, 2000 to be signed on its behalf by the
undersigned, thereto duly authorized.


                                        INTERDIGITAL COMMUNICATIONS CORPORATION


                                        By: /s/ Charles R. Tilden
                                            ------------------------------------
                                            Name:  Charles R. Tilden
                                            Title: Executive Vice President



Date: May 2, 2000



                                      -12-