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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    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): June 23, 2004
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                     InterDigital Communications Corporation
             (Exact name of registrant as specified in its charter)



    Pennsylvania                      1-11152                23-1882087
(State or other jurisdiction of   (Commission File Number)  (IRS Employer
     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

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Item 5.       Other Events and Required FD Disclosure.

On June 3, 2004, we announced that our patent holding  subsidiaries entered
into a patent license  agreement  with SANYO Electric Co., Ltd (SANYO)  covering
terminal units and  infrastructure  compliant with 2G and 3G standards.  The new
license  agreement  updates  and  expands  a 1998  agreement  between  SANYO and
InterDigital  Technology  Corporation,  our  wholly-owned  subsidiary,  covering
products compliant with TDMA-based standards.

Under the new agreement, SANYO is obligated to pay us an upfront amount of
approximately $27 million, net of any source withholding taxes that may be
applicable, which amount can be paid in full early in third quarter 2004 or in
two installments ($17.5 million in third quarter 2004 and $10 million in first
quarter 2005).

We will apply  $750,000 of the upfront  amount toward the  satisfaction  of
royalties  previously  recognized  as  revenue in first  quarter  2004 under the
agreement in its pre-June 2004 form. For sales of 2G and 3G products  (excluding
cdma2000  in Japan,  the United  States and the  People's  Republic of China and
single mode PHS/PDC),  we will recognize revenue based on SANYO's reported sales
of such  products.  SANYO may apply its  royalty  obligation  for such  products
against a $5 million credit  provided to SANYO under the  agreement,  until such
credit is exhausted.  Upon  exhaustion,  SANYO is required to pay royalties on a
current  basis.  Due to the inherent  difficulty  in  establishing  reliable and
objectively determinable evidence of fair value of the remaining portions of the
agreement  covering  sales of  cdma2000  in Japan,  the  United  States  and the
People's  Republic of China as well as worldwide  sales of single mode  PHS/PDC,
and consistent with our revenue  recognition policy, we will amortize evenly the
remaining portion of the upfront payment from second quarter 2004 through fourth
quarter 2008, the effective term of the agreement as to such products.

We and SANYO have agreed on a process for negotiating  additional  payments
covering  cdma2000 sales in Japan after the expiration of the prepaid period and
for sales in the People's  Republic of China and the United  States in excess of
an allotted number of pre-paid units.







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
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                                            Richard J. Fagan
                                            Chief Financial Officer



Dated:  June 23, 2004