content: <PAGE>
  
                        SECURITIES EXCHANGE AND 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): February 6, 2001
  
                        Terayon Communication Systems, Inc.
              (Exact name of registrant as specified in its charter)
  
                                     Delaware
                  (State or other jurisdiction of incorporation)
  
           000-24647                                   77-0328533
     (Commission File No.)                (I.R.S. Employer Identification No.)
  
                               2952 Bunker Hill Lane
                               Santa Clara, CA 95054
               (Address of principal executive offices and zip code)
  
        Registrant's telephone number, including area code: (408) 727-4400
  <PAGE>
  
  Item 5.  Other Events.
  
       On February 6, 2001 the Board of Directors of Terayon Communication
  Systems, Inc. (the "Company") approved the adoption of a Share Purchase Rights
  Plan (the "Plan").  Terms of the Plan provide for a dividend distribution of one
  preferred share purchase right (a "Right") for each outstanding share of common
  stock, par value $.001 per share (the "Common Shares"), of the Company.  The
  dividend is payable on February 20, 2001 (the "Record Date") to the stockholders
  of record on that date.  Each Right entitles the registered holder to purchase
  from the Company one one-hundredth of a share of Series A Junior Participating
  Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a price
  of $50.00 per one one-hundredth of a Preferred Share (the "Purchase Price"),
  subject to adjustment.  Each one one-hundredth of a share of Preferred Shares
  has designations and powers, preferences and rights, and the qualifications,
  limitations and restrictions which make its value approximately equal to the
  value of a Common Share.  The description and terms of the Rights are set forth
  in a Rights Agreement (the "Rights Agreement"), dated as of February 6, 2001
  entered into between the Company and Fleet National Bank (f/k/a Bank Boston, N.
  A., f/k/a The First National Bank of Boston) as rights agent (the "Rights
  Agent").
  
       Initially, the Rights will be evidenced by the stock certificates
  representing the Common Shares then outstanding, and no separate Right
  Certificates, as defined, will be distributed.  Until the earlier to occur of
  (i) the date of a public announcement that a person, entity or group of
  affiliated or associated persons have acquired beneficial ownership of 15% or
  more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
  business days (or such later date as may be determined by action of the Board of
  Directors prior to such time as any person or entity becomes an Acquiring
  Person) following the commencement of, or announcement of an intention to
  commence, a tender offer or exchange offer the consummation of which would
  result in any person or entity becoming an Acquiring Person (the earlier of such
  dates being called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Share certificates outstanding as of the Record
  Date, by such Common Share certificate with or without a copy of the Summary of
  Rights, which is included in the Rights Agreement as Exhibit C thereof (the
  "Summary of Rights").
  
       Until the Distribution Date, the Rights will be transferable with and only
  with the Common Shares.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), new Common Share certificates issued after the Record
  Date, upon transfer or new issuance of Common Shares, will contain a notation
  incorporating the Rights Agreement by reference.  Until the Distribution Date
  (or earlier redemption or expiration of the Rights), the surrender or transfer
  of any certificates for Common Shares outstanding as of the Record Date, even
  without such notation or a copy of the Summary of Rights being attached thereto,
  will also constitute the transfer of the Rights associated with the Common
  Shares represented by such certificate.  As soon as practicable following the
  Distribution Date, separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the Common Shares as of
  the close of business on the Distribution Date and such separate Right
  Certificates alone will evidence the Rights.
  
                                         1.
  <PAGE>
  
       The Rights are not exercisable until the Distribution Date.  The Rights
  will expire on February 6, 2011 (the "Final Expiration Date"), unless the Rights
  are earlier redeemed or exchanged by the Company, in each case, as described
  below.
  
       The Purchase Price payable, and the number of Preferred Shares or other
  securities or other property, upon exercise of the Rights are subject to
  adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or warrants to subscribe for or purchase Preferred Shares at a price, or
  securities convertible into Preferred Shares with a conversion price, less than
  the then current market price of the Preferred Shares or (iii) upon the
  distribution to holders of the Preferred Shares of evidences of indebtedness or
  assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).  The exercise of Rights
  for Preferred Shares is at all times subject to the availability of a sufficient
  number of authorized but unissued Preferred Shares.
  
       The number of outstanding Rights and the number of one one-hundredths of a
  Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Shares or a stock
  dividend on the Common Shares payable in Common Shares or subdivisions,
  consolidation or combinations of the Common Shares occurring, in any case, prior
  to the Distribution Date.
  
       Preferred Shares purchasable upon exercise of the Rights will not be
  redeemable.  Each Preferred Share will be entitled to a minimum preferential
  quarterly dividend payment of $1.00 but will be entitled to an aggregate
  dividend of 100 times the dividend declared per Common Share.  In the event of
  liquidation, the holders of the Preferred Shares would be entitled to a minimum
  preferential liquidation payment of $100 per share, but would be entitled to
  receive an aggregate payment equal to 100 times the payment made per Common
  Share.  Each Preferred Share will have 100 votes, voting together with the
  Common Shares.  Finally, in the event of any merger, consolidation or other
  transaction in which Common Shares are exchanged, each Preferred Share will be
  entitled to receive 100 times the amount of consideration received per Common
  Share.  These rights are protected by customary anti-dilution provisions.
  Because of the nature of the Preferred Shares' dividend and liquidation rights,
  the value of one one-hundredth of a Preferred Share should approximate the value
  of one Common Share.  The Preferred Shares would rank junior to any other series
  of the Company's preferred stock.
  
       In the event that any person or group of affiliated or associated persons
  becomes an Acquiring Person, proper provision shall be made so that each holder
  of a Right, other than Rights beneficially owned by the Acquiring Person and its
  associates and affiliates (which will thereafter be void), will for a 60-day
  period have the right to receive upon exercise that number of Common Shares
  having a market value of two times the exercise price of the Right (or, if such
  number of shares is not and cannot be authorized, the Company may issue
  Preferred Shares, cash, debt, stock or a combination thereof in exchange for the
  Rights).  This right will terminate 60 days after the date on which the Rights
  become nonredeemable (as described below), unless there is an injunction or
  similar obstacle to exercise of the Rights, in which event this right will
  terminate 60 days after the date on which the Rights again become exercisable.
  
                                         2.
  <PAGE>
  
       Generally, under the Plan, an "Acquiring Person" shall not be deemed to
  include (i) the Company, (ii) a subsidiary of the Company, (iii) any employee
  benefit or compensation plan of the Company or (iv) any entity holding Common
  Shares for or pursuant to the terms of any such employee benefit or compensation
  plan.  In addition, except under limited circumstances, no person or entity
  shall become an Acquiring Person as the result of the acquisition of Common
  Shares by the Company which, by reducing the number of shares outstanding,
  increases the proportionate number of shares beneficially owned by such person
  or entity to 15% or more of the Common Shares then outstanding.  Further, except
  under certain circumstances, no person shall become an Acquiring Person due to
  the acquisition of Common Shares directly from the Company.
  
       In the event that the Company is acquired in a merger or other business
  combination transaction or 50% or more of its consolidated assets or earning
  power are sold to an Acquiring Person, its associates or affiliates or certain
  other persons in which such persons have an interest, proper provision will be
  made so that each holder of a Right will thereafter have the right to receive,
  upon the exercise thereof at the then current exercise price of the Right, that
  number of shares of common stock of the acquiring company which at the time of
  such transaction will have a market value of two times the exercise price of the
  Right.
  
       At any time after an Acquiring Person becomes an Acquiring Person and prior
  to the acquisition by such Acquiring Person of 50% or more of the outstanding
  Common Shares, the Board of Directors of the Company may exchange the Rights
  (other than Rights owned by such person or group which have become void), in
  whole or in part, at an exchange ratio of one Common Share, or one one-hundredth
  of a Preferred Share, per Right (or, at the election of the Company, the Company
  may issue cash, debt, stock or a combination thereof in exchange for the
  Rights), subject to adjustment.
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price. No fractional Preferred Shares will be issued (other than
  fractions which are integral multiples of the number of one one-hundredths of a
  Preferred Share issuable upon the exercise of one Right, which may, at the
  election of the Company, be evidenced by depositary receipts), and in lieu
  thereof, an adjustment in cash will be made based on the market price of the
  Preferred Shares on the last trading day prior to the date of exercise.
  
       At any time prior to the earliest of (i) the day of the first public
  announcement that a person has become an Acquiring Person or (ii) the Final
  Expiration Date, the Board of Directors of the Company may redeem the Rights in
  whole, but not in part, at a price of $0.001 per Right (the "Redemption Price").
  Following the expiration of the above periods, the Rights become nonredeemable.
  Immediately upon any redemption of the Rights, the right to exercise the Rights
  will terminate and the only right of the holders of Rights will be to receive
  the Redemption Price.
  
       The terms of the Rights may be amended by the Board of Directors of the
  Company without the consent of the holders of the Rights, except that from and
  after such time as the rights are distributed no such amendment may adversely
  affect the interest of the holders of the Rights excluding the interests of an
  Acquiring Person.
  
                                         3.
  <PAGE>
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
       The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  on terms not approved by the Company's Board of Directors.  The Rights should
  not interfere with any merger or other business combination approved by the
  Board of Directors since the Rights may be amended to permit such acquisition or
  redeemed by the Company at $.001 per Right prior to the earliest of (i) the time
  that a person or group has acquired beneficial ownership of 15% or more of the
  Common Shares or (ii) the final expiration date of the rights.
  
  Item 7.  Exhibits.
  
         4.1     Registrant's Amended and Restated Certificate of Incorporation,
                 as amended (including Certificate of Designation of Series A
                 Junior Participating Preferred Stock.)
  
         99.1    Press Release, dated as of February 7, 2001 entitled "Terayon
                 Communication Systems, Inc. Adopts Stockholder Rights Plan."
  
         99.2    Rights Agreement dated as of February 6, 2001 among Terayon
                 Communication Systems, Inc. and Fleet National Bank (f/k/a Bank
                 Boston, N. A., f/k/a The First National Bank of Boston).
  
         99.3    Form of Rights Certificate.
  
                                         4.
  <PAGE>
  
                                     SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                         Terayon Communication Systems, Inc.
  
  Dated:  February 9, 2001               By: /s/ Zaki Rakib
                                             -------------------------------------
                                             Zaki Rakib
                                             Chief Executive Officer and Secretary
  
                                         5.
  <PAGE>
  
                                 INDEX TO EXHIBITS
  
   4.1   Registrant's Amended and Restated Certificate of Incorporation, as
         amended (including Certificate of Designation of Series A Junior
         Participating Preferred Stock.)
  
  99.1   Press Release, dated as of February 7, 2001 entitled "Terayon
         Communication Systems, Inc. Adopts Stockholder Rights Plan."
  
  99.2   Rights Agreement dated as of February 6, 2001 among Terayon Communication
         Systems, Inc. and Fleet National Bank (f/k/a Bank Boston, N. A., f/k/a
         The First National Bank of Boston).
  
  99.3   Form of Rights Certificate.
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metadata_filer: {"company-data": {"conformed-name": "TERAYON COMMUNICATION SYSTEMS", "cik": "0001052303", "assigned-sic": "3661", "irs-number": "770328533", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24647", "film-number": "1531756"}, "business-address": {"street1": "2952 BUNKER HILL LN", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4087274400"}, "mail-address": {"street1": "2952 BUNKER HILL LN", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
text: SECURITIES EXCHANGE AND 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): February 6, 2001
  
                        Terayon Communication Systems, Inc.
              (Exact name of registrant as specified in its charter)
  
                                     Delaware
                  (State or other jurisdiction of incorporation)
  
           000-24647                                   77-0328533
     (Commission File No.)                (I.R.S. Employer Identification No.)
  
                               2952 Bunker Hill Lane
                               Santa Clara, CA 95054
               (Address of principal executive offices and zip code)
  
        Registrant's telephone number, including area code: (408) 727-4400
  Item 5.  Other Events.
  
       On February 6, 2001 the Board of Directors of Terayon Communication
  Systems, Inc. (the "Company") approved the adoption of a Share Purchase Rights
  Plan (the "Plan").  Terms of the Plan provide for a dividend distribution of one
  preferred share purchase right (a "Right") for each outstanding share of common
  stock, par value $.001 per share (the "Common Shares"), of the Company.  The
  dividend is payable on February 20, 2001 (the "Record Date") to the stockholders
  of record on that date.  Each Right entitles the registered holder to purchase
  from the Company one one-hundredth of a share of Series A Junior Participating
  Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a price
  of $50.00 per one one-hundredth of a Preferred Share (the "Purchase Price"),
  subject to adjustment.  Each one one-hundredth of a share of Preferred Shares
  has designations and powers, preferences and rights, and the qualifications,
  limitations and restrictions which make its value approximately equal to the
  value of a Common Share.  The description and terms of the Rights are set forth
  in a Rights Agreement (the "Rights Agreement"), dated as of February 6, 2001
  entered into between the Company and Fleet National Bank (f/k/a Bank Boston, N.
  A., f/k/a The First National Bank of Boston) as rights agent (the "Rights
  Agent").
  
       Initially, the Rights will be evidenced by the stock certificates
  representing the Common Shares then outstanding, and no separate Right
  Certificates, as defined, will be distributed.  Until the earlier to occur of
  (i) the date of a public announcement that a person, entity or group of
  affiliated or associated persons have acquired beneficial ownership of 15% or
  more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
  business days (or such later date as may be determined by action of the Board of
  Directors prior to such time as any person or entity becomes an Acquiring
  Person) following the commencement of, or announcement of an intention to
  commence, a tender offer or exchange offer the consummation of which would
  result in any person or entity becoming an Acquiring Person (the earlier of such
  dates being called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Share certificates outstanding as of the Record
  Date, by such Common Share certificate with or without a copy of the Summary of
  Rights, which is included in the Rights Agreement as Exhibit C thereof (the
  "Summary of Rights").
  
       Until the Distribution Date, the Rights will be transferable with and only
  with the Common Shares.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), new Common Share certificates issued after the Record
  Date, upon transfer or new issuance of Common Shares, will contain a notation
  incorporating the Rights Agreement by reference.  Until the Distribution Date
  (or earlier redemption or expiration of the Rights), the surrender or transfer
  of any certificates for Common Shares outstanding as of the Record Date, even
  without such notation or a copy of the Summary of Rights being attached thereto,
  will also constitute the transfer of the Rights associated with the Common
  Shares represented by such certificate.  As soon as practicable following the
  Distribution Date, separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the Common Shares as of
  the close of business on the Distribution Date and such separate Right
  Certificates alone will evidence the Rights.
  
                                         1.
  The Rights are not exercisable until the Distribution Date.  The Rights
  will expire on February 6, 2011 (the "Final Expiration Date"), unless the Rights
  are earlier redeemed or exchanged by the Company, in each case, as described
  below.
  
       The Purchase Price payable, and the number of Preferred Shares or other
  securities or other property, upon exercise of the Rights are subject to
  adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or warrants to subscribe for or purchase Preferred Shares at a price, or
  securities convertible into Preferred Shares with a conversion price, less than
  the then current market price of the Preferred Shares or (iii) upon the
  distribution to holders of the Preferred Shares of evidences of indebtedness or
  assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).  The exercise of Rights
  for Preferred Shares is at all times subject to the availability of a sufficient
  number of authorized but unissued Preferred Shares.
  
       The number of outstanding Rights and the number of one one-hundredths of a
  Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Shares or a stock
  dividend on the Common Shares payable in Common Shares or subdivisions,
  consolidation or combinations of the Common Shares occurring, in any case, prior
  to the Distribution Date.
  
       Preferred Shares purchasable upon exercise of the Rights will not be
  redeemable.  Each Preferred Share will be entitled to a minimum preferential
  quarterly dividend payment of $1.00 but will be entitled to an aggregate
  dividend of 100 times the dividend declared per Common Share.  In the event of
  liquidation, the holders of the Preferred Shares would be entitled to a minimum
  preferential liquidation payment of $100 per share, but would be entitled to
  receive an aggregate payment equal to 100 times the payment made per Common
  Share.  Each Preferred Share will have 100 votes, voting together with the
  Common Shares.  Finally, in the event of any merger, consolidation or other
  transaction in which Common Shares are exchanged, each Preferred Share will be
  entitled to receive 100 times the amount of consideration received per Common
  Share.  These rights are protected by customary anti-dilution provisions.
  Because of the nature of the Preferred Shares' dividend and liquidation rights,
  the value of one one-hundredth of a Preferred Share should approximate the value
  of one Common Share.  The Preferred Shares would rank junior to any other series
  of the Company's preferred stock.
  
       In the event that any person or group of affiliated or associated persons
  becomes an Acquiring Person, proper provision shall be made so that each holder
  of a Right, other than Rights beneficially owned by the Acquiring Person and its
  associates and affiliates (which will thereafter be void), will for a 60-day
  period have the right to receive upon exercise that number of Common Shares
  having a market value of two times the exercise price of the Right (or, if such
  number of shares is not and cannot be authorized, the Company may issue
  Preferred Shares, cash, debt, stock or a combination thereof in exchange for the
  Rights).  This right will terminate 60 days after the date on which the Rights
  become nonredeemable (as described below), unless there is an injunction or
  similar obstacle to exercise of the Rights, in which event this right will
  terminate 60 days after the date on which the Rights again become exercisable.
  
                                         2.
  Generally, under the Plan, an "Acquiring Person" shall not be deemed to
  include (i) the Company, (ii) a subsidiary of the Company, (iii) any employee
  benefit or compensation plan of the Company or (iv) any entity holding Common
  Shares for or pursuant to the terms of any such employee benefit or compensation
  plan.  In addition, except under limited circumstances, no person or entity
  shall become an Acquiring Person as the result of the acquisition of Common
  Shares by the Company which, by reducing the number of shares outstanding,
  increases the proportionate number of shares beneficially owned by such person
  or entity to 15% or more of the Common Shares then outstanding.  Further, except
  under certain circumstances, no person shall become an Acquiring Person due to
  the acquisition of Common Shares directly from the Company.
  
       In the event that the Company is acquired in a merger or other business
  combination transaction or 50% or more of its consolidated assets or earning
  power are sold to an Acquiring Person, its associates or affiliates or certain
  other persons in which such persons have an interest, proper provision will be
  made so that each holder of a Right will thereafter have the right to receive,
  upon the exercise thereof at the then current exercise price of the Right, that
  number of shares of common stock of the acquiring company which at the time of
  such transaction will have a market value of two times the exercise price of the
  Right.
  
       At any time after an Acquiring Person becomes an Acquiring Person and prior
  to the acquisition by such Acquiring Person of 50% or more of the outstanding
  Common Shares, the Board of Directors of the Company may exchange the Rights
  (other than Rights owned by such person or group which have become void), in
  whole or in part, at an exchange ratio of one Common Share, or one one-hundredth
  of a Preferred Share, per Right (or, at the election of the Company, the Company
  may issue cash, debt, stock or a combination thereof in exchange for the
  Rights), subject to adjustment.
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price. No fractional Preferred Shares will be issued (other than
  fractions which are integral multiples of the number of one one-hundredths of a
  Preferred Share issuable upon the exercise of one Right, which may, at the
  election of the Company, be evidenced by depositary receipts), and in lieu
  thereof, an adjustment in cash will be made based on the market price of the
  Preferred Shares on the last trading day prior to the date of exercise.
  
       At any time prior to the earliest of (i) the day of the first public
  announcement that a person has become an Acquiring Person or (ii) the Final
  Expiration Date, the Board of Directors of the Company may redeem the Rights in
  whole, but not in part, at a price of $0.001 per Right (the "Redemption Price").
  Following the expiration of the above periods, the Rights become nonredeemable.
  Immediately upon any redemption of the Rights, the right to exercise the Rights
  will terminate and the only right of the holders of Rights will be to receive
  the Redemption Price.
  
       The terms of the Rights may be amended by the Board of Directors of the
  Company without the consent of the holders of the Rights, except that from and
  after such time as the rights are distributed no such amendment may adversely
  affect the interest of the holders of the Rights excluding the interests of an
  Acquiring Person.
  
                                         3.
  Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
       The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  on terms not approved by the Company's Board of Directors.  The Rights should
  not interfere with any merger or other business combination approved by the
  Board of Directors since the Rights may be amended to permit such acquisition or
  redeemed by the Company at $.001 per Right prior to the earliest of (i) the time
  that a person or group has acquired beneficial ownership of 15% or more of the
  Common Shares or (ii) the final expiration date of the rights.
  
  Item 7.  Exhibits.
  
         4.1     Registrant's Amended and Restated Certificate of Incorporation,
                 as amended (including Certificate of Designation of Series A
                 Junior Participating Preferred Stock.)
  
         99.1    Press Release, dated as of February 7, 2001 entitled "Terayon
                 Communication Systems, Inc. Adopts Stockholder Rights Plan."
  
         99.2    Rights Agreement dated as of February 6, 2001 among Terayon
                 Communication Systems, Inc. and Fleet National Bank (f/k/a Bank
                 Boston, N. A., f/k/a The First National Bank of Boston).
  
         99.3    Form of Rights Certificate.
  
                                         4.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                         Terayon Communication Systems, Inc.
  
  Dated:  February 9, 2001               By: /s/ Zaki Rakib
                                             -------------------------------------
                                             Zaki Rakib
                                             Chief Executive Officer and Secretary
  
                                         5.
  INDEX TO EXHIBITS
  
   4.1   Registrant's Amended and Restated Certificate of Incorporation, as
         amended (including Certificate of Designation of Series A Junior
         Participating Preferred Stock.)
  
  99.1   Press Release, dated as of February 7, 2001 entitled "Terayon
         Communication Systems, Inc. Adopts Stockholder Rights Plan."
  
  99.2   Rights Agreement dated as of February 6, 2001 among Terayon Communication
         Systems, Inc. and Fleet National Bank (f/k/a Bank Boston, N. A., f/k/a
         The First National Bank of Boston).
  
  99.3   Form of Rights Certificate.