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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): April 2, 2007
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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)




  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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

     (e)(i)  On April 2,  2007,  InterDigital  Communications  Corporation  (the
"Company")  entered  into an amended  and  restated  employment  agreement  with
Richard J. Fagan ("Employment Agreement") setting forth the terms and conditions
of Mr. Fagan's service as the Company's Chief  Financial  Officer  following the
Company's March 6, 2007  announcement  that he is resigning from his position no
later than August 15,  2007.  Mr.  Fagan and the Company were parties to a prior
employment agreement dated November 16, 1998, which was duly amended on April 6,
2000.

     Pursuant to the  Employment  Agreement,  Mr. Fagan will  continue to report
directly  to the Chief  Executive  Officer  and through  August 15,  2007,  will
continue to receive (i) his current annual base salary in the amount of $296,900
("Base  Salary"),  less all applicable  withholdings  and  deductions;  and (ii)
benefits which are provided to similarly situated employees of the Company under
the Company's insurance plans covering medical, dental, vision, life, disability
and accidental death and  dismemberment,  and under the Company's plans covering
paid time off, 401(k) accounts, 529 accounts, and flexible spending (medical and
dependent  care)  benefits.  Mr. Fagan will continue to be subject to a one year
covenant not to compete.

     In addition, if Mr. Fagan remains with the Company through August 15, 2007,
and  executes the  Company's  standard  form  separation  agreement  and general
release  (collectively,  "Separation  Agreement"),  he will  receive in the same
manner as made to other  participating  executive  employees of the  Company,  a
pro-rata portion of both time-based and performance-based restricted stock units
("RSUs")  awarded to him under the January 1, 2005 through January 1, 2008 cycle
of the Company's Long-Term Compensation Program ("LTCP"), and a pro-rata portion
of any July 1, 2005  through  December  31, 2008 cycle cash award under the cash
component of the LTCP. In addition,  restrictions on transferability  associated
with awards of restricted stock  previously  awarded to Mr. Fagan as part of his
2005 and 2006 annual bonus will be eliminated.

     The  Employment  Agreement  also  provides  generally  that if Mr.  Fagan's
employment  is  terminated  for  "disability,"  "death,"  "change of control" or
"without  cause," and provided Mr. Fagan  executes a Separation  Agreement,  Mr.
Fagan will be entitled to continue to receive his Base Salary through August 15,
2007 and will also be entitled to continue to receive dental and health coverage
under COBRA through December 31, 2007.

     The above  benefits to which Mr.  Fagan is entitled  are  exclusive  of any
other benefits provided to other similarly  situated employees of the Company in
accordance with the Company's programs, plans or policies.

     (ii) On April 3, 2007, the Compensation Committee of the Company's Board of
Directors  approved  a  one-time  payment,  in the  amount  of  $25,000,  to the
Company's  Chief Legal  Officer,  Lawrence F. Shay. The payment was based on Mr.
Shay's   assumption   and   management   oversight  of   additional   litigation
responsibilities which will take effect immediately.







                                   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/ William J. Merritt
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                                 William J. Merritt
                                 President and Chief Executive Officer


Dated:  April 5, 2007