SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


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


                                    Form 8-K

                                 Current Report
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): January 21, 1997

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




          PENNSYLVANIA                  1-11152              23-1882087
 (State or Other Jurisdiction of      (Commission        (I.R.S. Employer
  Incorporation or Organization)      file number)        Identification
                                                              Number)

           781 Third Avenue, King of Prussia, Pennsylvania 19406-1409
                    (Address of principal executive offices)

                                 (610) 878-7800
              (Registrant's telephone number, including area code)




Item 5. Other Events.

Statement Pursuant to The Private Securities Litigation Reform Act of 1995

From time to time information about the Company is disseminated by, or on behalf
of, the Company which contains various statements which are forward-looking
statements. Such forward-looking statements are made pursuant to the "safe
harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as
amended, which were enacted as part of the Private Securities Litigation Reform
Act of 1995.

The Company cautions readers that the following important factors, among others,
in some cases have affected and, in the future, could materially adversely
affect the Company's actual results or ability to achieve goals and cause the
Company's actual results or ability to achieve goals to differ materially from
those expressed in any forward-looking statements made by, or on behalf of, the
Company:

General and specific economic conditions of the Company's customers, potential
customers and the wireless communications industry; reversal of or slow-down in
anticipated TELCO infrastructure spending, thereby decreasing overall product
demand below present forecasts; implementation delay in the conversion from
analog cellular technology to digital cellular technology, whether caused by
continuing sufficiency of capacity, new methods for increasing analog capacity
or customer funding, unwillingness of TELCOs to fund infrastructure replacement
or for other reasons.

The effects of, and changes in, foreign trade, monetary and fiscal policies,
laws and regulations, other activities of foreign governments, agencies and
similar organizations, and foreign social and economic conditions, such as trade
restrictions or prohibitions, inflation and monetary fluctuations, import and
other charges or taxes, the ability or inability of the Company to obtain or
hedge against foreign currency, foreign exchange rates and fluctuations in those
rates, adverse foreign tax consequences, general delays in remittance and
difficulties of collection of foreign payments, efforts to nationalize foreign
owned operations, unstable governments and legal systems, and inter-governmental
disputes, as well as foreign governmental actions affecting frequency, use and
availability, type acceptance, spectrum authorizations and licensing.

Failure to enter additional sufficient strategic alliances or other business
relationships necessary to achieve the Company's business objectives; failure to
fully and successfully implement the alliance program; inadequacy or inability
of alliance partners or other business partners to meet Company expectations;
failure of alliance partners or other business partners to meet contractual
obligations to the Company.

Lack of existing lines of credit to draw on to support technical and product
development and to fund patent enforcement activities, requiring the possible
sale of debt or equity securities.





The growth in the amount of, and the rate of increase of, the Company's selling,
general and administrative expenses.

Difficulties in the Company's business related to the market acceptance of its
products and/or technologies and any difficulties experienced by current or
future customers using the Company's products and/or technologies.

Inability to retain existing, and/or hire new, appropriately qualified
administrative, sales and marketing personnel.

Increased and/or more aggressive marketing of competitive wireless
communications systems, in many cases by much larger and better financed
organizations.

Announcements of new products or technologies by the Company's competitors; the
ability of competitive products to achieve a perceived, absolute or relative
overall value advantage when compared to the Company's products or technologies
on the basis of features, quality and pricing, the inability of the Company to
keep pace with technological developments and/or respond in a timely manner to
changes in customers' needs.

Increased pressure to engage in a vendor financing program.

Adverse trends in the equipment acquisition and replacement pattern of the
Company's customers.

Loss of customers.

Fluctuating demand for the Company's products; additional sudden and significant
increases in product orders requiring short term and intermediate term
financing.

Inability of the Company or its customers to secure acceptable financing related
to purchase and installation of the Company's products.

Lack of timely availability of the Company's products and the ability and
willingness of purchasers, in such circumstances, to acquire alternative
products.

Imposition of government or industry standards or competitive technological
developments which render any of the Company's technologies and/or products
obsolete or non-competitive.

Lack of frequency or bandwidth allocations within the technical specifications
of the Company's products or technology; engineering problems in implementing
new frequencies or operating with non-standard bandwidths.

Manufacturing-related problems, including quality, cost or delivery problems
with vendors and component suppliers; unavailability of alternative sources for
component parts of the Company's products or unavailability of component at
competitive prices; longer than desirable development






time arising from the necessity to use alternative sources.

Unanticipated cash flow restrictions, continued or increased pressure to lower
the selling prices of the Company's products; failure to realize revenues from
orders on backlog; failure to increase future orders for and revenue from
UltraPhone products; failure to improve margins; failure to achieve or maintain
technical compliance with terms of customer contracts.

Difficulties or delays in the design, development, production, testing and
marketing of products or underlying communications technologies, including, but
not limited to (i) the failure to commercialize new products when anticipated
and the failure of manufacturing economies to develop when planned, (ii) loss of
the Company's key personnel, or inability to hire sufficient number of qualified
engineers to achieve technology development objectives, (iii) the lack of
availability or insufficiency of operating, debt, equity or alliance related
funds for research necessary to effectively and timely complete product and
technology development, or lack of availability on terms acceptable to the
Company, and (iv) increased project engineering costs for future and current
projects.

Substantial increased or continuing burdensome impact of the costs and other
effects of legal and administrative cases and proceedings (whether civil, such
as intellectual property and product-related matters, or criminal), settlements
and investigations, claims and changes in those items, developments or
assertions by or against the Company relating to intellectual property rights
and intellectual property licenses, including but not limited to assertions that
others infringe the Company's or ITC's proprietary rights or that the Company's
products infringe proprietary rights of others.

Failure of the Company to successfully negotiate licensing agreements for the
Company's patents and other intellectual property; inability to enforce patents
against third parties; inability to enforce, or inadequacy of, non-competition
and non-disclosure agreements relating to Company's proprietary rights; adverse
decision in the Company's outstanding or any future intellectual property rights
litigation, including but not limited to declaration of invalidity of ITC
patents.

Suspension of royalty revenues under existing or future license agreements, with
or without the accrual of royalty obligations.

Adverse effects from the Motorola jury verdict, including but not limited to (i)
adverse impacts on the level of revenue and potential cash flow from ITC's
patent portfolio (ii) the impairment of the Company's ability to raise funds for
general corporate purposes, and (iii) the temporary or permanent impairment of
ITC's pending U.S. litigation against Ericsson.

The failure of the Motorola trial court or appeals courts to reverse, vacate
and/or remand the Motorola jury determination, recognizing that, notwithstanding
the Company's belief that substantial grounds exist for reversal, vacation
and/or remand, the Company carries the burden on appeal and, more often than
not, jury determinations are upheld.

An adverse decision in foreign patenting forums regarding the validity of ITC's
patents, which could materially impact ITC patent licensing opportunities.








                                    SIGNATURE

     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 hereunto duly authorized.

                                        INTERDIGITAL COMMUNICATIONS CORPORATION


Date: January 22, 1997                  By: /s/ Gregory E. Webb
                                            -------------------
                                            Gregory E. Webb
                                            Chief Executive Officer