8-K

================================================================================

                UNITED STATES 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): April 5, 2004
                                 ______________

                     InterDigital Communications Corporation
             (Exact name of registrant as specified in its charter)



           Pennsylvania                 1-11152                  23-1882087
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)




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


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

================================================================================



Item 5.       Other Events and Required FD Disclosure.

InterDigital Communications Corporation issued a press release yesterday
announcing that its Board of Directors has approved changes to its compensation
program. A copy of the press release is attached hereto as Exhibit 99.1.



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.


                     INTERDIGITAL COMMUNICATIONS CORPORATION


                                                     By: /s/ R. J. Fagan
                                                        ------------------------
                                                         Richard J. Fagan
                                                         Chief Financial Officer


Dated:  April 6, 2004



                                  EXHIBIT INDEX


Exhibit No.             Description
- -----------             -----------

99.1                    Press release dated April 5, 2004

EX-99.1

                                                                    Exhibit 99.1


       InterDigital Realigns Compensation Structure for Continued Success

    KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--April 5, 2004--

    Changes Are Part of a Series of Steps Taken by the Company's Board
of Directors to Strengthen the Link with Shareholder Interests

    InterDigital Communications Corporation (Nasdaq:IDCC), a leading
architect, designer and provider of wireless technology and product
platforms, today announced that its Board of Directors has approved
changes to its compensation programs designed to more closely link
employee compensation to Company performance and to strengthen
employee retention.
    "These changes are part of a series of moves in our ongoing effort
to position InterDigital for long-term value creation," said Harry
Campagna, Chairman of the Board of Directors. "Our compensation
philosophy is driven by our desire to attract and retain the most
talented people by offering meaningful compensation, while at the same
time promoting a growing level of ownership in the Company among our
management and their fellow employees."
    Beginning in April 2004, a broad group of managers and executives,
representing about one-third of InterDigital's workforce, will
participate in a program which provides both a cash incentive award
tied to long-term company performance goals (LTI) and a grant of
restricted stock units. Under the program, the Company will
substantially reduce the use of stock option grants as an equity
incentive for these employees. While the Company has not made a broad
employee stock option grant since 2001, it may from time to time
utilize its limited pool of stock options for employees below the
manager level. InterDigital also instituted stock ownership guidelines
for executive officers and enhanced other elements of compensation for
all employees, adding both enhancements to the 401(k) plan, including
the potential for a performance-based award each year, and cash
awards.
    The LTI is entirely performance based, with the level of potential
payout tied to the achievement of goals associated with the Company's
strategic plan. The restricted stock units vest over time, deepening
employees' equity stake in the Company.
    The new compensation structure is the result of a comprehensive
review by the Compensation Committee of the Board of Directors, in
conjunction with independent consultants, and reflects in-depth
analysis of evolving compensation trends in the marketplace. This
program represents another step in the ongoing development of
InterDigital's business practices and corporate governance policies
designed to position the Company for long-term growth and strengthen
alignment with shareholder interests.

    --  In October 2003, the Company adopted a comprehensive set of
        corporate governance guidelines, and a Code of Business
        Conduct and Ethics. The Board also expanded the role of its
        Nominating and Search Committee to include corporate
        governance oversight and changed the Committee's name to
        reflect the new duties.

    --  In December 2003, the Company appointed three new independent
        members to the Company's Board of Directors. The Company's
        Board now includes eight Directors, six of whom are
        independent.

    --  The Company's web site has been enhanced to include a link
        that provides a vehicle for shareholder communication with the
        Board of Directors.

    "In 2004, as a result of the compensation program changes,
InterDigital will recognize expenses of approximately $3 million and
$4 million, respectively, related to the cash-based LTI and restricted
stock units," Rich Fagan, Chief Financial Officer commented.
    "The cost associated with the LTI and restricted stock units is
comparable to the cost that would have been recognized if we had
granted 800,000 options and accounted for them under the proposed
amendment to FAS No. 123, Accounting for Stock-Based Compensation,"
Mr. Fagan concluded.
    Investors are invited to learn more about InterDigital's corporate
governance guidelines--as well as information on Board members,
committees and charters, by-laws, and InterDigital's code of business
conduct--by visiting www.interdigital.com. The Company's corporate
governance section can be accessed from the InterDigital home page, as
well as from the Profile or Investing tabs located on the home page.

    About InterDigital

    InterDigital architects, designs and provides advanced wireless
technologies and products that drive voice and data communications.
The Company offers technology and product solutions for mainstream
wireless applications that deliver cost and time-to-market advantages
for its customers. InterDigital has a strong portfolio of patented
technologies covering 2G, 2.5G and 3G standards, which it licenses
worldwide. For more information, please visit InterDigital's web site:
www.interdigital.com. InterDigital is a registered trademark of
InterDigital Communications Corporation. All other trademarks are the
property of their respective owners.

    This press release contains forward-looking statements as to the
Company's beliefs, plans, and expectations with respect to our
compensation program, including LTI and restricted stock unit grants,
and the estimated recognition of expense associated with such awards.
Forward-looking statements are subject to risks and uncertainties and
actual outcomes could differ materially from those expressed in any
such forward-looking statements due to a variety of factors including,
(i) revisions to the estimated expense associated with grants of
restricted stock units arising from award modifications or termination
of employment by participants prior to designated vesting periods,
(ii) revisions to our estimated expenses associated with anticipated
cash payments under our LTI program if we exceed or fail to meet
applicable strategic goals, and (iii) changes in the terms of our LTI
and retention programs. We undertake no duty to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise.

    CONTACT: InterDigital Communications Corporation
             Media Contact:
             Dawn Goldstein, 610-878-7800
             e-mail: dawn.goldstein@interdigital.com
                 or
             Investor Contact:
             Janet Point, 610-878-7800
             e-mail: janet.point@interdigital.com