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): May 26, 2005
                                 ______________

                     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, Pennsylvania                  19406-1409
     (Address of Principal Executive Offices)                    (Zip Code)


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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





Item 1.01.        Entry into a Material Definitive Agreement.

(a)     On May 26, 2005, InterDigital Communications Corporation (the "Company")
entered into a Severance  Agreement and General  Release with each of Charles R.
Tilden  and  Howard E.  Goldberg,  respectively  (collectively,  the  "Severance
Agreements").  Prior to the termination of their  employment on May 2, 2005, Mr.
Tilden had been the Company's Chief Operating  Officer and Mr. Goldberg had been
the  Company's  Chief  Executive  Officer  and  President,  and each of them was
employed  pursuant to written  employment  agreements  that had previously been
filed with the Securities and Exchange Commission (the "Employment Agreements").
The Severance  Agreements  provide benefits to Messrs.  Tilden and Goldberg in a
manner  consistent  with a  termination  without  cause under  their  respective
Employment Agreements.

     Pursuant  to the terms of the  Severance  Agreements,  Mr.  Tilden  and Mr.
Goldberg will receive:

     o    Continuation of base salary and COBRA group health insurance premiums,
          in an amount  equal to 13 months for Mr.  Tilden and 18 months for Mr.
          Goldberg, less applicable withholding taxes.

     o    A pro-rata  portion of their respective LTIP cash bonus and restricted
          stock unit awards under the two Long-Term  Compensation Program cycles
          in effect upon the termination of their employment.

     o    Elimination  of  any  further   restriction  on   transferability   on
          previously awarded shares of restricted stock.

     o    Outplacement  services for a period of six (6) months,  to be extended
          for  up to two  immediately  subsequent  additional  three  (3)  month
          periods.

     o    Payment of $123,953.50 to Mr.  Goldberg,  which is equal to 50% of Mr.
          Goldberg's   current  target  bonus,   payable  in  18  equal  monthly
          installments, less applicable withholding taxes.

     o    The continued payment of Mr. Goldberg's automobile lease in the amount
          of $741.23 per month for 30 months.

     o    Ownership of cell phone and computer equipment  previously provided to
          Mr. Goldberg by the Company.

     Certain of the  rights,  duties,  and  obligations  of  Messrs.  Tilden and
Goldberg under their respective  Employment Agreements are incorporated into the
Severance Agreements and survive the termination of their Employment Agreements,
including a covenant  not to compete.  In  addition,  the  Severance  Agreements
provide for a general release by Messrs. Tilden and Goldberg.

     The foregoing  description of the Severance  Agreements is a summary of the
     material terms.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
             Year.

     Effective June 1, 2005,  the Board of Directors of the Company  amended and
restated  the  Company's  By-Laws to remove  Section 4.4 which  provided for the
office, powers and duties of a Chief Operating Officer. Sections 4.5 though 4.12
of the By-Laws have been renumbered accordingly.


Item 7.01   Regulation FD Disclosure.

     The Company expects to recognize a charge of approximately  $1.3 million in
second  quarter 2005  associated  with the  termination of employment of Messrs.
Goldberg and Tilden on May 2, 2005.  The charge would be comprised  primarily of
payments  and  other  benefits  associated  with  such  terminations  under  the
provisions of Messrs. Goldberg's and Tilden's respective Severance Agreements.





                                   SIGNATURES

     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:  June 3, 2005