EXHIBIT 10.19

                                AMENDMENT TO THE

                     INTERDIGITAL COMMUNICATIONS CORPORATION
                1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

         The Board of Directors of InterDigital Communications Corporation has
caused the above-referenced plan (the "Plan") to be amended as follows as of
October 24, 2001.

         I.       Section 14 is hereby deleted in its entirety and is replaced
                  with the following:

                  Section 14.  Transferability.

                           (a) In General. Except as provided in Section 14(b)
                  and except as otherwise permitted by the Board, no Option
                  shall be assignable or transferable otherwise than by will or
                  by the laws of descent and distribution or pursuant to a
                  qualified domestic relations order as defined in the Code or
                  Title I of ERISA, as amended. Except as provided in Section
                  14(b) and except as otherwise permitted by the Board, during
                  the lifetime of the Optionee, his Options shall be exercisable
                  only by him, or, in the event of his legal incapacity or
                  illness, by his legal guardian or representative.

                           (b) Transferable Options. Unless otherwise provided
                  in the applicable Option Agreement, an Option granted to or
                  held by an Optionee may be transferred, in whole or in part,
                  to one or more transferees and exercised by any such
                  transferee; provided that (i) any such transfer is by gift
                  without consideration and (ii) each transferee is a Family
                  Member (as such term is defined in the General Instructions
                  A.1(a)(5) to Form S-8 under the Securities Act, and any
                  successor thereto) of the Optionee. No transfer of an Option
                  shall be effective unless the Board is notified of the terms
                  and conditions of the transfer and the Board determines that
                  the transfer complies with the requirements for transfers of
                  Options under the Plan and the applicable Option Agreement.
                  Following transfer of an Option, or any part thereof, the
                  portion of the Option that has been transferred shall continue
                  to be subject to the terms and conditions of the Plan and the
                  applicable Option Agreement; provided that the term "Optionee"
                  shall be deemed to refer to the transferee for all purposes of
                  the Plan, other than in this Section 14(b) and in Section
                  20(b), in which cases the term "Optionee" shall continue to
                  refer to the original recipient of the Option.

         The Plan, as amended by the foregoing changes, is ratified and
confirmed in all respects.



                                                 Amended as of October 24, 2001.