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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): December 21, 2005

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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       (Commission                 (IRS Employer
       of incorporation)           File Number)              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

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))

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Item 8.01.      Other Events.

     On December 21, 2005, the Compensation  Committee of the Board of Directors
of  InterDigital   Communications   Corporation   (the  Company)   approved  the
acceleration  of vesting of all stock  options which are scheduled to vest on or
after January 1, 2006. As a result,  options to purchase  approximately  785,000
shares of the Company's common stock that would otherwise have vested at various
times over the next six years have become fully vested.  The Company  expects to
record a non-cash pre-tax charge of approximately $0.2 million in fourth quarter
2005  related to the  acceleration.  Approximately  one-half of the options that
were accelerated have strike prices below $17.66, the closing price per share of
the Company's common stock on December 21, 2005.

     The acceleration  eliminates future compensation  expense the Company would
otherwise  recognize  with  respect to these  options  following  the  Company's
adoption of FASB Statement No. 123(R),  Share-Based Payment, on January 1, 2006.
The  acceleration  will eliminate a non-cash charge of  approximately $7 million
that  would  have been  recognized  over the next six years.  The  Company  will
continue to recognize expense for its remaining equity-based incentive programs.
Reporting  officers,  who hold less  than 3% of the  accelerated  options,  have
agreed  not to sell the  shares  related to the  accelerated  options  until the
original vesting date occurs.

     In April 2004, InterDigital realigned its equity compensation structure and
substantially reduced the use of stock options as an incentive for a broad group
of managers and executives, opting instead to adopt a new long term compensation
program  that  includes a  performance-based  cash  component  and  tenure-based
restricted stock units (RSUs) as a form of equity compensation.




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/ Richard J. Fagan
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                                    Richard J. Fagan
                                    Chief Financial Officer


Dated: December 27, 2005