<PAGE>

      As filed with the Securities and Exchange Commission on June 18, 2001

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    FORM S-8
 (including registration of shares for resale by means of a Form S-3 Prospectus)
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                     INTERDIGITAL COMMUNICATIONS CORPORATION
               (Exact Name of Registrant as Specified in Charter)

           PENNSYLVANIA                                   23-1882087
   (State or Other Jurisdiction                        (I.R.S. Employer
 of Incorporation or Organization)                  Identification Number)

                                781 Third Avenue
                       King of Prussia, Pennsylvania 19406
                                 (610) 878-7800
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                           1999 RESTRICTED STOCK PLAN

                            (Full title of the plan)

                       William J. Merritt, General Counsel
                     InterDigital Communications Corporation
                                781 Third Avenue
                       King of Prussia, Pennsylvania 19406
                     (Name and address of agent for service)

                                 (610) 878-7800
          (Telephone number, including area code, of agent for service)


<PAGE>
<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE

=====================================================================================================================
                                                     Proposed Maximum       Proposed Maximum
     Title of Shares to be         Amount to be     Offering Price Per     Aggregate Offering         Amount of
         Registered(1)            Registered (2)        Share (3)              Price (3)          Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                 <C>                       <C>
Common Stock ($.01 par value)       3,154,624            $13.525             $42,666,290               $10,667
---------------------------------------------------------------------------------------------------------------------
                                      345,376            $13.525             $ 4,671,210               $ 1,168
=====================================================================================================================
             Total                  3,500,000                                $47,337,500               $11,835
=====================================================================================================================
</TABLE>
(1) This registration statement registers the issuance of 3,154,624 shares of
Common Stock, par value $.01 per share (the "Common Stock"), which are available
for issuance, or hereafter may become available for issuance, pursuant to the
Company's 1999 Restricted Stock Plan (the "Restricted Stock Plan"), including
certain rights to acquire shares of Common Stock pursuant to restricted stock
units which have been granted or may hereafter be granted pursuant to the
Restricted Stock Plan. This registration statement also registers the resale of
345,376 shares of Common Stock previously issued pursuant to the Restricted
Stock Plan. In addition, this registration statement registers an indeterminate
number of rights (the "Rights") to purchase Series B Junior Participating
Preferred Stock pursuant to the terms of a certain Rights Agreement between the
Company and the American Stock Transfer and Trust Company, as Rights Agent, as
amended.

(2) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers additional shares which may be necessary to adjust the
number of shares reserved for issuance pursuant to the Restricted Stock Plan for
any future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the registrant. No separate consideration will be received for
the Rights, which initially will trade together with the Common Stock.

(3) Estimated solely for the purposes of calculating the registration fee on the
basis of, in accordance with Rule 457(c) under the Securities Act of 1933, based
on the average of the high and low prices reported on June 15, 2001, as reported
on the Nasdaq National Market.


<PAGE>
                               REOFFER PROSPECTUS

                     INTERDIGITAL COMMUNICATIONS CORPORATION
                                781 Third Avenue
                       King of Prussia, Pennsylvania 19406

                                 345,376 Shares

                                  COMMON STOCK
                          (Par Value - $.01 Per Share)

                     ---------------------------------------

         This prospectus relates to 345,376 shares (the "Shares") of the common
stock of InterDigital Communications Corporation (collectively, with its
subsidiaries, referred to as the "Company" "we" "us" and "our"), which may be
offered and resold from time to time by the individuals identified on page 13 of
this prospectus for their own accounts (the "Selling Shareholders"). It is
anticipated that the Selling Shareholders will offer the Shares for sale at
prevailing prices on the Nasdaq National Market on the date of sale. We will
receive no part of the proceeds from sales made under this prospectus. The
Selling Shareholders will bear all sales commissions and similar expenses. Any
other expenses incurred by us in connection with the registration and offering
and not borne by the Selling Shareholders will be borne by us.

         Each Selling Shareholder and any broker executing selling orders on
behalf of them may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, (the Securities Act") in which event commissions
received by such broker may be deemed to be underwriting commissions under the
Securities Act.

         Our common stock is traded on the Nasdaq National Market under the
symbol "IDCC" (the "Common Stock"). On June 15, 2001, the last reported sale
price of our Common Stock as reported by The Nasdaq Stock Market was $13.13 per
share. The Shares offered by the Selling Shareholders hereby will be sold at
market prices on the Nasdaq National Market or in private sales at prevailing
market prices or negotiated prices. See "Plan of Distribution."

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
         COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
         UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
         THE CONTRARY IS A CRIMINAL OFFENSE.

                      -------------------------------------

                  The date of this Prospectus is June 15, 2001



<PAGE>


                                TABLE OF CONTENTS



AVAILABLE INFORMATION.......................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................3
THE COMPANY.................................................................4
RISK FACTORS................................................................4
SELLING SHAREHOLDERS.......................................................12
PLAN OF DISTRIBUTION.......................................................15
LEGAL MATTERS..............................................................16
EXPERTS....................................................................16
INDEMNIFICATION AND SEC'S POSITION ON ENFORCEABILITY.......................16



                                      -2-
<PAGE>
                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities and
Exchange Act of 1934 (the "Exchange Act"). In accordance with the Exchange Act,
we file annual, quarterly and special reports and other information with the
Securities and Exchange Commission (the "SEC"). Statements contained in this
Prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is hereby made to the copy of the
document filed as an exhibit to the registration statement.

         You can inspect and copy the reports, proxy statements, and other
information that we file with the SEC at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the SEC's regional offices at 7 World Trade Center, 13th Floor,
New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You can also obtain copies of such material by mail at
prescribed rates from the SEC's Public Reference Section at its principal office
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also access such
material at the SEC's home page on the Internet at http://www.sec.gov.

         Our Common Stock is traded as "National Market Securities" on the
Nasdaq National Market. Materials that we file can be inspected at the offices
of the National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006. Prior to April 26, 2000, our Common Stock
was listed on the American Stock Exchange. Thus, certain reports, proxy
statements and other information concerning the Company previously filed may
also be inspected at the offices of the American Stock Exchange, Inc., 9801
Washingtonian Blvd., Gaithersburg, Maryland 20878.

         In addition, we will provide without charge to each person to whom this
Prospectus is delivered, upon either the written or oral request of such person,
the Annual Report for the Company's latest fiscal year and a copy of any or all
of the documents incorporated herein by reference other than exhibits to such
documents. Such requests should be directed to InterDigital Communications
Corporation, 781 Third Avenue King of Prussia, Pennsylvania 19406, Attention:
General Counsel; telephone number (610) 878-7800.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:

         (a) Our Annual Report on Form 10-K for the year ended December 31,
2000;

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;

         (c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the SEC on April 25, 2000,
together with Amendment No. 1 on Form 8-A/A filed with the SEC on May 2, 2000,
and including any amendments or reports filed for the purpose of updating such
description in which there is described the terms, rights and provisions
applicable to our Common Stock.


                                      -3-
<PAGE>
                                   THE COMPANY

         We specialize in the design and development of technology content and
system solutions for advanced digital wireless communications applications. Over
the course of our nearly thirty-year history, we have amassed a substantial and
significant library of systems experience, know-how and patents related to
digital wireless technology around the world.

         We market our technologies and solutions capabilities primarily to
telecommunications equipment producers and related suppliers. Our inventions are
embedded into products targeted for the following applications: mobile phones,
personal digital assistants, mobile computing devices, base stations and other
infrastructure equipment, and other terminal-end wireless devices. In addition,
we license our Time Division Multiple Access (TDMA) and Code Division Multiple
Access (CDMA) patents, technology and know-how to third parties. We are
continuing to broaden and deepen our extensive body of technical know-how and
broad patent portfolio related to wireless technologies and systems through
continuous invention and innovation.

         We intend to position the Company as a leader in the evolving market
for advanced wireless products, or the third generation (3G) marketplace, as an
end-to-end technology enabler offering a broad portfolio of standards-compliant
products, including core technology, software solutions, systems expertise and
finished Application Specific Integrated Circuits (ASICs) based on these and
other technologies. To achieve this objective we are focusing our strategy in
three areas. First, we intend to capitalize on the value of our intellectual
property through patent licensing, technology and know-how transfer and
specialized engineering services. Second, we plan to bring to market, with
partners or on our own, 3G products, including system-on-chip ASICs, to enable
the delivery of high quality voice and high-data rate services in mobile and
portable terminals and base stations. Third, we intend to dedicate a portion of
our engineering resources to incubate extensions of our current technology,
examine derivative products and evaluate new derivative technologies by
executing this strategy.

                                  RISK FACTORS

         This section highlights specific risks with respect to an investment in
our Company. Investing in our Common Stock involves risks. We caution you that
this Prospectus, as well as the documents that we have filed with the SEC that
are incorporated by reference in this Prospectus, contain forward-looking
statements that are based on management's beliefs and assumptions and on
information that is currently available to us. You should carefully consider the
risks and uncertainties described below and in the documents filed with the SEC
that are incorporated herein by reference before purchasing the Common Stock.

         Forward-looking statements relied upon by management reflect, among
other things, our current intentions and plans or expectations (i) to position
ourself in the marketplace as an end-to-end "technology enabler" offering a
broad portfolio of products, (ii) to capitalize on the value of our intellectual
property through patent licensing, technology and know-how transfer, and
specialized engineering services, (iii) to bring to market, with partners or on
our own, 3G products to enable the delivery of high quality voice and high-data
rate services in mobile terminals and base stations, and (iv) to dedicate a
portion of our engineering resources to incubate extensions of our current
technology, derivative products and new technologies. Words such as "strategy",
"intend" and "plan", variations of such words, and words with similar meaning or
connotations are intended to identify such forward-looking statements.

                                      -4-
<PAGE>

         Such statements are subject to risks and uncertainties. We caution
readers that important factors in some cases have affected and, in the future,
could materially affect actual results and cause actual results to differ
materially from the results expressed in any such forward looking statement. You
should not place undue reliance on these forward-looking statements, which apply
on or as of the date of this report. Certain of these risks and uncertainties
are described in greater detail in the Company's Form 10-K for the year ended
December 31, 2000 and the Company's Form 10-Q for the Quarter ending March 31,
2001. It should also be noted that risks described as affecting one
forward-looking statement may affect other forward-looking statements. In
addition, other factors may exist that are not detailed below or that are not
fully known to us at this time.

Our Strategy as it Relates to our Position in 3G is in the Early Stages of
Implementation and, as such, is Based on Numerous Assumptions

         We are in the early stages of executing on our strategic plan as it
relates to our position in 3G. Our strategic plan involves numerous assumptions.
Assumptions are forward-looking in nature and as such are inherently subject to
risks and uncertainties, including the Risk Factors detailed below, which could
affect our potential revenues and profitability and our ability to effectively
execute our strategy. For example, in order to generate revenues and profits
from sales of ASICs, we must continue to make substantial investments and
technological innovations. A significant assumption in our strategic plan is
that Time Division Duplex (TDD) technology will be adopted and widely used in
the 3G market. If TDD is not so adopted and widely used, a significant element
of our anticipated revenue may be impaired (See, "-Our Technologies May Not Be
Widely Deployed"). In addition, we intend to rely on strategic partnerships to
channel certain ASIC products into the marketplace. The failure or delay in
entering into such relationships, either on acceptable terms or at all, could
impair our ability to introduce our technology and resultant products (See, "-We
Intend to Rely Heavily on Additional Relationships with Third Parties"). Other
key assumptions include the availability of financial and human capital, our
ability to sustain and grow our patent position in the 2G and 3G markets, and
that the 3G market will develop at a time when we are prepared to enter it (See,
"-We Depend on Sufficient Engineering Resources, "-The Company's Revenue in the
Short and Long Term Depends Upon the Company's Success in Enforcing Patent
Rights and Protecting Other Intellectual Property", and "-Our Markets are
Unpredictable and Subject to Rapid Technological Change"). Should any of these
assumptions fail to materialize, our ability to meet our strategic plan could be
impaired.

Our Technologies May Not Be Widely Deployed

         Much of our development work is in the nature of research and therefore
is subject to the risks typically associated with research activities. New
technological innovations generally require a substantial investment before they
are commercially viable, and we may make substantial, non-recoverable
investments in new technologies that may not result in meaningful revenues. For
example, in order to generate revenues and profits from sales of ASIC products,
we must continue to make substantial investments and technological innovations.
A significant assumption in our strategic plan is that TDD will be adopted and
widely used in the 3G market. Other digital wireless technologies, particularly
wireless LAN, Frequency Division Duplex (FDD) technology used in data
applications and alternative forms of TDD (such as TD-SCDMA), are expected to be
competitive with TDD. There can be no assurance that our technology will
ultimately have market relevance, be selected by wireless service providers for
their networks, or that Nokia will continue to fund our TDD development if TDD
is determined to have unacceptable market risk (as well as for other reasons).
If TDD is not so adopted and widely used, a significant element of our
anticipated revenue may be impaired.

                                      -5-
<PAGE>

Our Future Operating Results are Likely to Fluctuate

         Our revenues, earnings and other operating results have fluctuated
significantly in the past and may fluctuate significantly in the future. These
operating results are likely to continue to fluctuate because (i) our markets
are subject to increased competition from other products and technologies and
announcements of new products and technologies by our competitors; (ii) it is
difficult to predict the timing and amount of licensing revenue associated with
past infringement and new licenses, or the timing, nature or amount of revenues
associated with strategic partnerships; (iii) we may not be able to enter into
additional strategic partnerships or license agreements, either at all or on
acceptable terms; (iv) the strength of our patent portfolio could be weakened
through patents being declared invalid, design-arounds, changes to the
standards, and adverse court decisions; (v) our revenues are partially dependent
on sales by our licensees which is outside of our control; and (vi) a
significant portion of our revenue is generated from two companies (See, "We
Currently Derive a Significant Portion of Our Revenue from Two Customers"), and
the loss or significant reduction of revenue from either of such companies could
cause our revenues to decrease materially. General economic and other conditions
causing a downturn in the market for our products in development or technology
could also adversely affect our operating results. The foregoing factors are
difficult to forecast and these, as well as other factors, could harm our
quarterly or annual operating results. If our operating results fail to meet the
expectations of investors in any period, the market price of our common stock
may decline. Nevertheless, we base our decisions regarding our operating
expenses on a combination of current cash balances, anticipated revenue trends
and the level of expenditures required to execute our strategic plan. Because
the base level of many of our expenses is relatively fixed, a decline in revenue
from a small number of customers could cause our operating results to vary from
quarter to quarter and result in operating losses. In addition, increased
expenses which could result from factors such as increased hiring and retention
costs or actions designed to keep pace with technology and product market
targets could adversely impact near-term profitability targets.

We Intend to Rely Heavily on Additional Relationships with Third Parties

         The successful execution of our strategic plan is partially dependent
on the establishment and success of relationships with equipment producers and
other third parties. Our plan contemplates that these third parties will give us
access to production capability, markets and additional libraries of technology.
Our failure to enter into such additional relationships, either on acceptable
terms or at all, or our failure to successfully execute such relationships,
could impair our ability to introduce portions of our technology and resulting
products. In addition, delays in entering into such relationships could cause us
to miss critical market windows. This, in turn, could adversely affect our
future revenue streams.

                                      -6-
<PAGE>

We Have Substantial Global Competition

         Competition in the wireless telecommunications industry is intense.
There can be no assurance that we will be able to successfully compete, or that
our competitors will not develop new technologies and products that are more
commercially effective than our own. We face competition from companies
providing services comparable to ours. We also face competition from the
in-house development teams at telecommunication equipment suppliers. Many of our
competitors are substantially larger than we are, and have financial, technical,
marketing, sales, and distribution resources greater than ours. In addition, our
customers may face competition from other telecommunication equipment providers.
It is also possible that new competitors may enter the market. These competitors
may have more established relationships and distribution channels than we do.
These competitors may also have established or may establish financial or
strategic relationships among themselves or with our existing or potential
customers, resellers or other third parties. Many current and potential
competitors have advantages over us, including (a) existing royalty-free
cross-licenses to competing and emerging technologies; (b) longer operating
histories and presence in key markets; (c) greater name recognition; (d) access
to larger customer bases; and (e) greater financial, sales and marketing,
manufacturing, distribution, technical and other resources than we have. As a
result of these factors, these competitors may be more successful than us.

         Our ability to derive revenues from the licensing of technology will
depend in part on the successful and timely development of our technologies and
in part on our ability to gain additional customers. Our competitive position
could be compromised by the introduction of superior technology or our delay in
(or a competitor's more timely introduction of) relevant technology.

         Finally, our principal semiconductor partner(s) must be able to provide
capacity, competitively priced products, and possess adequate manufacturing and
distribution networks. If costs are higher than expected or such partners are
capacity limited, our direct and/or indirect market penetration could be
hampered, leaving potential customers to seek alternate solutions.


We Need to Effect Further Technology & Product Development

         We may experience technical, financial or other difficulties or delays
related to the further development of our technologies. Delays can be costly,
and there can be no assurance that our development efforts will ultimately be
successful. Further, if such engineering efforts are not successful or delays
are serious, our existing and potential strategic relationships could suffer or
these strategic partners could be hampered in their marketing efforts of
products containing our technologies. This means that we could experience
reduced royalty revenues or lower royalty revenues on such organizations'
products containing our technology, or that we could miss a critical market
window. Further, if we do not meet the material obligations under our existing
or potential contracts with our existing or potential partners, the partner
could terminate the relationship and/or seek to hold us liable for breach.
Moreover, our technologies are in the development stage, and have not been fully
tested in commercial use. It is possible that they may not perform as expected
or may not be market relevant. In such case, our business, financial condition
and operating results could be adversely affected.

                                      -7-
<PAGE>

Our Markets are Unpredictable and Subject to Rapid Technological Change

         We are positioning our current development projects for the yet to
emerge 3G market. These projects are not suited for the 2.5G (an evolved form of
the 2G market), GPRS, EDGE, or any other market which might develop after the 2G
market wanes prior to the development of the 3G market. If the 3G market does
not evolve, we would not be able to execute on our strategic plan, and our
business, financial condition and operating results could be materially
affected.

         Further, the 3G market may develop at a slower rate or pace than we
expect and may be of a smaller size than we expect. For example, the potential
exists for 3G preemption by the hangover of 2.5G solutions now being bought,
tested and fielded. In addition, there could be fewer applications for our
technology and products than we expect. Moreover, spectrum licensing
unavailability or costs could also impede investment in 3G infrastructure. Many
factors could affect the rate and pace of 3G market development including, but
not limited to, economic conditions, customer buying patterns, timeliness of
equipment development, pricing of 3G products, continued growth in
telecommunications services that would be delivered on 3G devices, and
availability of capital for and high cost of infrastructure improvements.
Failure of the 3G market to materialize to the extent or at the rate which we
expect would reduce our opportunities for sales and licensing and could
materially adversely affect our business, financial condition and operating
results.

         The entire communications market in which we compete is characterized
by rapid technological change, frequent product introductions and evolving U.S.
and non-U.S. industry standards. Existing technology and products become
obsolete and unmarketable when products using new technologies are introduced
and new industry standards emerge. As a result, marketability and the potential
life cycles of the products and technologies that we are developing cannot be
assured and are difficult to estimate. In addition, new industry standards,
falling prices or technology changes may render the products and/or technologies
obsolete or non-competitive. To be successful, we must continue to develop new
products and technologies that successfully respond to such changes. We may not
be able to form strategic relationships, either at all or on acceptable terms,
to enable us to develop such new products and technologies. Even if we do, we
may not be able to introduce such products or technologies successfully in a
timely manner. Missing a critical market window could reduce or eliminate our
ability to capitalize on the technology and products as to which the window
applies.

         Our future success will depend on our ability to continue to develop
and introduce new products, technology and enhancements on a timely basis. Our
future success will also depend on our ability to keep pace with technological
developments, satisfy varying customer requirements, price our products
competitively and achieve market acceptance. The introduction of products
embodying new technologies and the emergence of new industry standards could
render our products and technology currently under development obsolete and
unmarketable. If we fail to anticipate or respond adequately to technological
developments or customer requirements, or experience any significant delays in
development, introduction or shipment of our products and technology in
commercial quantities, our competitive position could be damaged.

         These efforts will require continued significant investment in research
and development. We cannot be sure that we will have sufficient resources to
make such investments, that we will be able to make the technological advances
necessary to achieve these goals, or that the costs of the acquired efforts will
be acceptable. Our business, financial condition and operating results could be
materially adversely affected if we are unable to respond to the need for
technological change or if these products or technologies do not achieve market
acceptance when released.

                                      -8-
<PAGE>

We Currently Derive a Significant Portion of Our Revenue from Two Customers. The
Loss of Either One of These Customers Could Reduce Our Revenues and Could Harm
Our Ability to Achieve or Sustain Acceptable Levels of Profitability.

         Revenues attributable to Nokia Corporation, a strategic engineering
partner, and Sharp Corporation, one of our TDMA patent licensees, comprised
approximately 63% of total revenue in 2000. The loss of either one of these
customers or the delay or reduction in receipt of revenues from either of these
customers would reduce our revenues and cash flow and could harm our ability to
achieve or sustain acceptable levels of profitability.

We Rely On and May Be Unable to Adequately Enforce Our Intellectual Property
Rights

         Our business opportunities substantially depend upon the development of
know-how and patent inventions. To protect these rights, we rely primarily on a
combination of patent laws, confidentiality agreements with employees and third
parties, and protective contractual provisions. Despite our efforts to protect
our proprietary rights, unauthorized parties may copy aspects of our technology
and information that we regard as proprietary. Other parties may breach
confidentiality agreements and other protective contracts into which we have
entered. We may not have adequate remedies in the event of such breach. Further,
there can be no assurance that the pending patent applications will be granted,
or that our existing or new patents will provide adequate protection or
coverage.

         In addition, the cost of defending our intellectual property has been
and may continue to be significant. Litigation may be required to enforce our
intellectual property rights, protect our trade secrets or determine the
validity and scope of proprietary rights of others. As a result of any such
litigation, we could lose our proprietary rights or incur substantial unexpected
operating costs. Any action we take to protect our intellectual property rights
could be costly and could absorb significant management time and attention
which, in turn, could negatively impact our results of operations. Moreover,
third parties could circumvent the patents held by our wholly-owned subsidiary,
ITC, through design changes. Any of these events could adversely affect our
prospects for realizing future income.

         From time to time, certain companies may also assert that their patent,
copyright and other intellectual property rights are also important to the
industry or to us. In that regard, from time to time third parties provide us
with copies of their patents relating to digital wireless technologies and offer
licenses to such technologies. We in turn evaluate such patents and the
advisability of obtaining such licenses. If any of our products were found to
infringe on protected technology, we could be required to redesign such
products, license such technology, and/or pay damages to the infringed party. If
we are unable to license protected technology used in our products and/or if we
cannot economically redesign such products, we could be prohibited from
marketing such products. In such case, our prospects for realizing future income
could be adversely affected.

                                      -9-
<PAGE>

Our Revenue in the Short and Long Term Depends Upon our Success in Enforcing
Patent Rights and Protecting Other Intellectual Property

         Our strategic plan depends, in the short term, upon our ability to
generate patent licensing revenue related to the sale by third parties of
handsets and infrastructure compliant with the TDMA digital cellular standards
in use today, among them GSM, IS-54/136 and PDC (2G products). Our ability to
collect such revenue is subject to a number of risks. First, major
telecommunications equipment manufacturers have challenged, and we expect will
continue to challenge, the validity of the ITC patents. In some instances,
certain of ITC's patent claims have been declared invalid or substantially
narrowed. While ITC continues to maintain a world-wide portfolio of patents that
it believes are valid and infringed, and while we intend to vigorously defend
and enforce such patents, we cannot assure that the validity of our patents will
be maintained or that any of our key patents will be determined to be applicable
to any 2G or 3G product. Any significant adverse finding as to the validity or
scope of ITC's key patents could result in the loss of patent licensing revenue
from existing licensees and could substantially impair our ability to secure new
patent licensing arrangements.

         Second, we are currently engaged in a significant patent infringement
litigation with Ericsson, Inc. over certain of the ITC patents. During the
course of this litigation (or a future yet unidentified and unfiled litigation,
should such litigation arise), certain of ITC's key patents could be found to be
invalid or not infringed. Any such adverse finding as to the validity or scope
of ITC's key patents could result in the loss of patent licensing revenue from
existing licensees and could substantially impair our ability to secure new
patent licensing arrangements.

         In the long term, our strategic plan depends upon our ability to
generate patent licensing revenue from the sale by third parties of products
compliant with the standards adopted for 3G (3G Products). Our ability to
generate such revenue is subject to certain risks. First, many of the inventions
which we believe will be employed in 3G Products are the subject of patent
applications which have not yet been issued by the relevant patent reviewing
authorities. While we intend to vigorously prosecute such patents, we cannot
assure that these patent applications will be granted and that the resulting
patents will be infringed by 3G Products. Second, we expect that the validity of
our patents will be challenged, and that we will be required to enforce our
patents against parties that refuse to take a license under our patents. While
we intend to vigorously defend and enforce our patents, we cannot assure that
the validity of our patents will be maintained or that any of our patents will
be determined to be applicable to any 3G Product.

Our License Agreements Contain Provisions which Could Impair Our Ability to
Realize Licensing Revenues

         Certain of our licenses contain "most favored nations" and other
provisions, applied on a going forward basis only, which could, in certain
events, cause the licensee's obligation to pay royalties to us to be reduced,
terminated or suspended for an indefinite period, with or without the accrual of
the royalty obligation. In addition, certain of our licensees had, in the past,
stated, among other things, that the outcome of a prior litigation over ITC's
patents materially impacted the royalties due under their license agreements.
While we believe that these positions have been meritless, similar positions
could be asserted in the event that a licensee's obligation to pay royalties to
us in the future is either terminated or indefinitely suspended or in the event
that ITC's patents are held invalid or unenforceable or this position could be
found to have merit. Such positions taken could interfere with ITC's ability to
secure new licenses or to generate recurring licensing revenue under the
existing agreements. In addition, ITC may have to incur expenses and suffer
further delays to mediate, arbitrate and/or litigate such assertions, with no


                                      -10-
<PAGE>

assurance of ultimate success. ITC's licensing opportunities are also affected
by the increasing concentration of the wireless industry, particularly as to
infrastructure, which results in a substantial portion of the licensing
opportunities being concentrated in a small number of non-licensed
manufacturers, many of whom are generally opposing the validity of ITC's patents
in multiple forums. In such cases, our operating results and revenues could be
adversely affected.

We Depend on Sufficient Engineering Resources

         Competition for qualified and talented individuals with engineering
experience in emerging technologies, like Wideband CDMA, is intense. Further,
none of the persons that we currently employ are parties to agreements that
require them to provide services to us for a minimum period of time. Our success
and ability to enter into additional strategic or other relationships may depend
on our ability to attract and retain a significant number of talented and
qualified technical personnel; and there can be no assurance that we will be
able to do so. The failure to attract and retain highly qualified personnel
could interfere with our ability to undertake additional technology and product
development efforts as well as our ability to meet our strategic objectives.

Analyst and Market Predictions are Forward-Looking in Nature

         Our market predictions, as well as analyst, industry observer and
expert predictions described herein are forward looking in nature and, as such,
are inherently subject to risks and uncertainties. Many factors could affect
these predictions including, but not limited to, the validity of their and our
assumptions, economic conditions, customer buying patterns, timeliness of
equipment development, pricing of 3G products, continued growth in
telecommunications services that would be delivered on 3G devices, and
availability of capital for infrastructure improvements. Also, the 3G market may
not develop at the rate or pace that we or they predict.

If Wireless Handsets Pose Health and Safety Risks, Demand for Our Products in
Development and Those of Our Licensees and Customers Could Decrease

         Media reports and certain studies have suggested that radio frequency
emissions from wireless handsets may be linked to various health concerns,
including cancer, and may interfere with various electronic medical devices,
including hearing aids and pacemakers. If concerns over radio frequency
emissions grow, this could have the effect of discouraging the use of wireless
handsets, which would decrease demand for our products and those of our
licensees and customers. There also are some safety risks associated with the
use of wireless handsets while driving. Concerns over these safety risks and the
effect of any legislation that may be adopted in response to these risks could
reduce demand for our products in development and those of our licensees and
customers.

We Face Risks From Doing Business in Global Markets

         A significant part of our strategy involves our continued pursuit of
growth opportunities in a number of international markets. In doing so, we are
subject to the effects of government regulations, tariffs and other applicable
trade barriers, currency control regulations, political instability, potentially
adverse tax consequences, inability to enforce contractual commitments abroad,
and general delays in remittance and difficulties of collecting non-U.S.
payments, among other things. We are also subject to risks specific to the
individual countries in which our customers, our licensees and we do business.

                                      -11-
<PAGE>

We Face Risks From Changing Global Economic Conditions

         We and our customers face risks from economic conditions generally
which affect, among other things, the ability and willingness of companies to
invest in technological and product development, our need for working capital,
and our revenue recognition.

Our Stock Price is Volatile

         Historically, market prices for securities of companies involved in the
wireless telecommunications industry have been volatile. In addition, market
prices for the Common Stock have historically been particularly volatile due, in
part, to the Company's history of quarterly fluctuations of revenues and
operating results. Announcements of, among other things, technological
innovations or new commercial products by the Company or its competitors,
developments concerning proprietary technologies, results of patent enforcement
activities, regulatory developments in both the United States and other
countries, and global and national economic and political factors, as well as
period-to-period fluctuations in financial results, may have a significant
impact on the market price of the Common Stock.

                              SELLING SHAREHOLDERS

         The following table sets forth certain information with respect to the
beneficial ownership of Common Stock held by each Selling Shareholder and the
number of shares of Common Stock offered by each Selling Shareholder under this
Prospectus.

         Although none of the Selling Shareholders have advised the Company that
they currently intend to sell all or any of the Shares pursuant to this
Prospectus, the Selling Shareholders may choose to sell the Shares from time to
time. See "Plan of Distribution."




                                      -12-
<PAGE>
<TABLE>
<CAPTION>
                                    Number of Shares                                              Number of Shares
Name of                             Beneficially Owned                   Number of                Beneficially Owned
Selling Shareholder                 Prior to Offering (1)(2)(3)          Shares Offered           After Offering (1)(2)(3)
-------------------                 ---------------------------         --------------            ------------------------
<S>                                 <C>                                 <C>                       <C>
Lisa Axt Alexander (4)                    19,958                              5,833                      14,125
Donald M. Boles (4)                       36,129                             10,787                      25,342
D. Ridgely Bolgiano (5)                  384,201                             11,124                     373,077
Anthony Bowden (4)                        39,926                              7,333                      32,593
Loretta P. Brehony (4)                    35,327                              8,108                      27,219
Harry G. Campagna (5)                    845,725                             40,000                     805,725
Steven T. Clontz (5)                     125,448                             12,000                     113,448
Joseph S. Colson, Jr. (5)                155,523                             17,000                     138,523
Stephen G. Dick (4)                       54,037                              9,537                      44,500
Richard J. Fagan (5)                     113,995                             17,355                      96,640
Mark Gercenstein (5)                      29,154                                -0-                      29,154
Joseph H. Gifford (4)                    110,674                                674                     110,000
Howard E. Goldberg (5)                   345,522                             25,623                     319,899
Gary D. Isaacs (4)                        35,470                              9,137                      26,333
John Kaewell (4)                         189,753                             16,392                     173,361
Brian G. Kiernan (5)                     303,135                             15,428                     287,707
Michael J. Koch (4)                       35,038                              7,733                      27,305
Mark A. Lemmo (5)                        233,385                             20,239                     213,146
Dolores A. McFadden (4)                   14,230                              4,400                       9,830
William J. Merritt (5)                   155,424                             17,361                     138,063
William C. Miller (4)                     16,515                                683                      15,832
James J. Nolan (4)                        44,033                              6,800                      37,233
Fatih M. Ozluturk (4)                    135,987                             10,254                     125,733
Michael Regensburg (4)                   103,194                              9,988                      93,206
Robert S. Roath (5)                      216,306                             12,000                     204,306
Jane S. Schultz (4)                       19,580                              6,000                      13,580
Stephen E. Terry (4)                      25,875                              9,000                      16,875
Charles (Rip) Tilden (5)                 185,263                             18,320                     166,943
John A. Tirella (4)                       61,104                              9,800                      51,304
Mirka Walczak (4)                         28,778                              6,467                      22,311
</TABLE>

(1) Includes the following number of shares of Common Stock which may be
    acquired by the persons and group identified in the table (or members of the
    immediate family or other persons or entities affiliated with such persons
    or member of such group), through the exercise of options or warrants which
    were exercisable as of April 6, 2001 or June 1, 2001, as the case may be, or
    will become exercisable within 60 days of such date: Ms. Alexander, 14,125;
    Mr. Boles, 25,000; Mr. Bolgiano, 273,050; Mr. Bowden, 30,205, Ms. Brehony,
    26,000; Mr. Campagna, 770,725; Mr. Clontz, 98,448; Mr. Colson, 123,248; Mr.
    Dick, 44,500; Mr. Fagan, 92,485; Mr. Gercenstein, 21,154; Mr. Gifford,
    75,000; Mr. Goldberg, 313,000; Mr. Isaacs, 25,333; Mr. Kaewell, 154,083; Mr.
    Kiernan, 261,207; Mr. Koch, 24,205; Mr. Lemmo, 205,000; Ms. McFadden, 9,830;
    Mr. Merritt, 130,499; Mr. Miller, 15,332; Mr. Nolan, 33,455; Mr. Ozluturk,
    122,082; Mr. Regensburg, 85,275; Mr. Roath, 174,190; Ms. Schultz, 13,580;
    Mr. Terry, 16,875; Mr. Tilden, 159,500; Mr. Tirella, 46,666; Ms. Walczak,
    21,875; all directors and executive officers as a group 2,156,299.



                                      -13-
<PAGE>

(2) Does not include ownership of RSUs which constitute rights to receive Common
    Stock under the Company's 1999 Restricted Stock Plan at a future date. Such
    RSUs are forfeitable, do not have voting rights and are not deemed to be
    outstanding shares. Ownership of RSUs by the named beneficial owners at
    April 6, 2001 or June 1, 2001, as the case may be, is as follows: Ms.
    Alexander, 5,833; Mr. Boles, 9,333; Mr. Bolgiano, 9,583; Mr. Bowden, 7,333,
    Ms. Brehony, 7,000; Mr. Campagna, 180,000; Mr. Clontz, 12,000; Mr. Colson,
    12,000; Mr. Dick, 8,223; Mr. Fagan, 15,000; Mr. Gercenstein, 5,000; Mr.
    Gifford, -0-; Mr. Goldberg, 20,000; Mr. Isaacs, 8,167; Mr. Kaewell, 14,167;
    Mr. Kiernan, 13,333; Mr. Koch, 7,733; Mr. Lemmo, 17,500; Ms. McFadden,
    4,400; Mr. Merritt, 15,000; Mr. Miller, -0-; Mr. Nolan, 6,800; Mr. Ozluturk,
    8,667; Mr. Regensburg, 8,467; Mr. Roath, 32,000; Ms. Schultz, 6,000; Mr.
    Terry, 9,000; Mr. Tilden, 15,833; Mr. Tirella, 8,443; Ms. Walczak, 6,467.

(3) Certain of these shares are held jointly with the Selling Shareholder's
    spouse.

(4) As of June 1, 2001.

(5) As of April 6, 2001.



                                      -14-
<PAGE>
                              PLAN OF DISTRIBUTION

         The Company is registering the Shares on behalf of the Selling
Shareholders. As used herein, "Selling Shareholders" includes donees, pledgees
or other transferees selling shares received from a named Selling Shareholder
after the date of this prospectus. All costs, expenses and fees in connection
with the registration of the Shares offered hereby will be borne by the Company.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of Shares will be borne by the Selling Shareholders. Sales of Shares may be
effected by Selling Shareholders from time to time in one or more types of
transactions (which may include block transactions) on the Nasdaq National
Market, in negotiated transactions, through put or call options transactions
relating to the Shares, through short sales of Shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The Selling Shareholders have advised the Company that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of Shares by the Selling Shareholders

         The Selling Shareholders may effect such transactions by selling Shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such brokers-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of Shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).

         The Selling Shareholders and any broker-dealers that act in connection
with the sale of Shares might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of Shares sold by them while acting
as principals might be deemed to be underwriting discounts or commissions under
the Securities Act. The Company has agreed to indemnify each Selling Shareholder
against certain liabilities, including liabilities arising under the Securities
Act. The Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act.

         Because Selling Shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Shareholders
will be subject to the prospectus delivery requirements of the Securities Act.
The Company has informed the Selling Shareholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.

         Selling Shareholders also may resell all or a portion of the Shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.

                                      -15-
<PAGE>

         Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act,
disclosing (i) the name of each such selling shareholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon the Company being notified by a
Selling Shareholder that a donee, pledgee or other transferee intends to sell
more than 500 shares, a supplement to this prospectus will be filed.

                                  LEGAL MATTERS

         The validity of the Common Stock registered hereunder has been passed
upon for the Company by William J. Merritt, Esq., 781 Third Avenue, King of
Prussia, Pennsylvania 19406. Mr. Merritt is General Counsel, Executive Vice
President and Secretary of the Company, and Mr. Merritt owns 23,714 shares of
Common Stock, options to purchase 203,000 shares of Common Stock, and restricted
stock units for 15,000 shares of Common Stock.

                                     EXPERTS

         The financial statements and financial statement schedule incorporated
in this Prospectus by reference to the Annual Report on Form 10-K of the Company
for the year ended December 31, 2000, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein upon the authority of said firm as experts in
giving said reports.

              INDEMNIFICATION AND SEC'S POSITION ON ENFORCEABILITY

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.

         Sections 1741-1750 of the Pennsylvania Business Corporation Law of 1988
(the "BCL") and the Company's By-Laws provide for indemnification of the
Company's directors and officers and certain other persons. Under Sections
1741-1750 of the BCL, directors and officers of the Company may be indemnified
by the Company against all expenses incurred in connection with actions
(including, under certain circumstances, derivative actions) brought against
such director or officer by reason of his or her status as a representative of
the Company, or by reason of the fact that such director or officer serves or
served as a representative of another entity at the Company's request, so long
as the director or officer acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Company.

         As permitted under the BCL, the Company's By-Laws provide that the
Company shall indemnify directors and officers against all expenses incurred in
connection with actions (including derivative actions) brought against such
director or officer by reason of the fact that he or she is or was a director or
officer of the Company, or by reason of the fact that such director or officer
serves or served as an employee or agent of any entity at the Company's request,
unless the act or failure to act on the part of the director or officer giving
rise to the claim for indemnification is determined by a court in a final,
binding adjudication to have constituted willful misconduct or recklessness.

                                      -16-
<PAGE>

         You should rely only on the information incorporated by reference or
provided in this Prospectus. The Company has not authorized anyone else to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this Prospectus is accurate as of any date other than
the date on the front cover of this Prospectus.



                                   Prospectus

                     INTERDIGITAL COMMUNICATIONS CORPORATION

                                 345,376 shares

                                  COMMON STOCK



                    ----------------------------------------

                                  June 15, 2001



<PAGE>
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Company's 1999 Restricted Stock
Plan as specified by Rule 428(b)(1). Such documents are not being filed with the
SEC, but constitute, along with the documents incorporated by reference into
this Registration Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The Company will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated.) Requests should be directed
to InterDigital Communications Corporation, 781 Third Avenue, King of Prussia,
Pennsylvania 19406, Attention: General Counsel; telephone number (610) 878-7800.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents which have been filed by the Company with the
SEC are incorporated by reference into this Registration Statement:

         (a) Our Annual Report on Form 10-K for the year ended December 31,
2000;

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;

         (c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the SEC on April 25, 2000,
together with Amendment No. 1 on Form 8-A/A filed with the SEC on May 2, 2000,
and including any amendments or reports filed for the purpose of updating such
description in which there is described the terms, rights and provisions
applicable to our Common Stock.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered pursuant to
this Registration Statement have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.


                                      II-1
<PAGE>

Item 4.  Description of Securities.

         The Common Stock and rights to purchase Series B Junior Participating
Preferred Stock are registered under the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the Common Stock registered hereunder has been passed
upon for the Company by William J. Merritt, Esq., 781 Third Avenue, King of
Prussia, Pennsylvania 19406. Mr. Merritt is General Counsel, Executive Vice
President and Secretary of the Company, and Mr. Merritt owns 23,714 shares of
Common Stock, options to purchase 203,000 shares of Common Stock, and restricted
stock units for 15,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Sections 1741-1750 of the BCL and the Company's By-Laws provide for
indemnification of the Company's directors and officers and certain other
persons. Under Sections 1741-1750 of the BCL, directors and officers of the
Company may be indemnified by the Company against all expenses incurred in
connection with actions (including, under certain circumstances, derivative
actions) brought against such director or officer by reason of his or her status
as a representative of the Company, or by reason of the fact that such director
or officer serves or served as a representative of another entity at the
Company's request, so long as the director or officer acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company. As permitted under the BCL, the Company's By-Laws
provide that the Company shall indemnify directors and officers against all
expenses incurred in connection with actions (including derivative actions)
brought against such director or officer by reason of the fact that he or she is
or was a director or officer of the Company, or by reason of the fact that such
director or officer serves or served as an employee or agent of any entity at
the Company's request, unless the act or failure to act on the part of the
director or officer giving rise to the claim for indemnification is determined
by a court in a final, binding adjudication to have constituted willful
misconduct or recklessness.

Item 7.  Exemption from Registration Claimed.

         The restricted securities being reoffered or resold pursuant to this
Registration Statement were issued and sold by the Company to the selling
shareholders in reliance upon the exemption from registration contained in
Section 4(2) of the Securities Act. Each of the selling shareholders: (i) is a
director, executive officer, or other officer or management employee of the
Company, and as such had a preexisting business relationship with the
registrant, (ii) is familiar with the business and financial affairs of the
Company, and (iii) acquired the restricted securities for investment without a
view to distribution absent registration or an exemption therefrom.



                                      II-2
<PAGE>

Item 8.  Exhibits.

     Exhibit No.      Description
     -----------      -----------
        4.1           1999 Restricted Stock Plan, as amended to date.

        5             Opinion of William J. Merritt, Esquire

       23.1           Consent of Independent Public Accountants

       23.2           Consent of William J. Merritt, Esquire (Included in
                      Exhibit 5)

       24             Power of Attorney (See Signature Page at pages II-5, II-6)

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which is registered) and any deviation from the low or high end of
the estimated maximum range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in "Calculation of Registration Fee" table in the
effective registration statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
<PAGE>

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.




                                      II-4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in King of Prussia, Pennsylvania, on June 15, 2001.

                      INTERDIGITAL COMMUNICATIONS CORPORATION


                      By: /s/  Howard E. Goldberg
                          ----------------------------------------------------
                          Howard E. Goldberg, Chief Executive Officer,
                          the principal executive officer



                      By: /s/ Richard J. Fagan
                          ----------------------------------------------------
                          Richard J. Fagan, Executive Vice President and
                          Chief Financial Officer, principal financial officer
                          and principal accounting officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Howard E. Goldberg and William J.
Merritt, and each or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.



Date:  June 15, 2001              /s/ Harry G. Campagna
                                 -----------------------------------------------
                                 Harry G. Campagna, Chairman of the Board

Date:  June 15, 2001              /s/ Howard E. Goldberg
                                 -----------------------------------------------
                                 Howard E. Goldberg, Chief Executive Officer and
                                 Director


                                      II-5
<PAGE>


Date:  June 15, 2001             /s/ D. Ridgely Bolgiano
                                 -----------------------------------------------
                                 D. Ridgely Bolgiano, Director


Date:  June 15, 2001             /s/ Steven T. Clontz
                                 -----------------------------------------------
                                 Steven T. Clontz, Director


Date:  June 15, 2001             /s/ Joseph S. Colson, Jr.
                                 -----------------------------------------------
                                 Joseph S. Colson, Jr., Director


Date:  June 15, 2001             /s/ Robert S. Roath
                                 -----------------------------------------------
                                 Robert S. Roath, Director


                                      II-6
<PAGE>


                                  EXHIBIT INDEX

  Exhibit No.

      4.1                  1999 Restricted Stock Plan, as amended to date

        5                  Opinion of William J. Merritt, Esquire

     23.1                  Consent of Arthur Andersen LLP



                                      II-7
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As filed with the Securities and Exchange Commission on June 18, 2001

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    FORM S-8
 (including registration of shares for resale by means of a Form S-3 Prospectus)
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                     INTERDIGITAL COMMUNICATIONS CORPORATION
               (Exact Name of Registrant as Specified in Charter)

           PENNSYLVANIA                                   23-1882087
   (State or Other Jurisdiction                        (I.R.S. Employer
 of Incorporation or Organization)                  Identification Number)

                                781 Third Avenue
                       King of Prussia, Pennsylvania 19406
                                 (610) 878-7800
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                           1999 RESTRICTED STOCK PLAN

                            (Full title of the plan)

                       William J. Merritt, General Counsel
                     InterDigital Communications Corporation
                                781 Third Avenue
                       King of Prussia, Pennsylvania 19406
                     (Name and address of agent for service)

                                 (610) 878-7800
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

=====================================================================================================================
                                                     Proposed Maximum       Proposed Maximum
     Title of Shares to be         Amount to be     Offering Price Per     Aggregate Offering         Amount of
         Registered(1)            Registered (2)        Share (3)              Price (3)          Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock ($.01 par value)       3,154,624            $13.525             $42,666,290               $10,667
---------------------------------------------------------------------------------------------------------------------
                                      345,376            $13.525             $ 4,671,210               $ 1,168
=====================================================================================================================
             Total                  3,500,000                                $47,337,500               $11,835
=====================================================================================================================
(1) This registration statement registers the issuance of 3,154,624 shares of
Common Stock, par value $.01 per share (the "Common Stock"), which are available
for issuance, or hereafter may become available for issuance, pursuant to the
Company's 1999 Restricted Stock Plan (the "Restricted Stock Plan"), including
certain rights to acquire shares of Common Stock pursuant to restricted stock
units which have been granted or may hereafter be granted pursuant to the
Restricted Stock Plan. This registration statement also registers the resale of
345,376 shares of Common Stock previously issued pursuant to the Restricted
Stock Plan. In addition, this registration statement registers an indeterminate
number of rights (the "Rights") to purchase Series B Junior Participating
Preferred Stock pursuant to the terms of a certain Rights Agreement between the
Company and the American Stock Transfer and Trust Company, as Rights Agent, as
amended.

(2) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers additional shares which may be necessary to adjust the
number of shares reserved for issuance pursuant to the Restricted Stock Plan for
any future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the registrant. No separate consideration will be received for
the Rights, which initially will trade together with the Common Stock.

(3) Estimated solely for the purposes of calculating the registration fee on the
basis of, in accordance with Rule 457(c) under the Securities Act of 1933, based
on the average of the high and low prices reported on June 15, 2001, as reported
on the Nasdaq National Market.
REOFFER PROSPECTUS

                     INTERDIGITAL COMMUNICATIONS CORPORATION
                                781 Third Avenue
                       King of Prussia, Pennsylvania 19406

                                 345,376 Shares

                                  COMMON STOCK
                          (Par Value - $.01 Per Share)

                     ---------------------------------------

         This prospectus relates to 345,376 shares (the "Shares") of the common
stock of InterDigital Communications Corporation (collectively, with its
subsidiaries, referred to as the "Company" "we" "us" and "our"), which may be
offered and resold from time to time by the individuals identified on page 13 of
this prospectus for their own accounts (the "Selling Shareholders"). It is
anticipated that the Selling Shareholders will offer the Shares for sale at
prevailing prices on the Nasdaq National Market on the date of sale. We will
receive no part of the proceeds from sales made under this prospectus. The
Selling Shareholders will bear all sales commissions and similar expenses. Any
other expenses incurred by us in connection with the registration and offering
and not borne by the Selling Shareholders will be borne by us.

         Each Selling Shareholder and any broker executing selling orders on
behalf of them may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, (the Securities Act") in which event commissions
received by such broker may be deemed to be underwriting commissions under the
Securities Act.

         Our common stock is traded on the Nasdaq National Market under the
symbol "IDCC" (the "Common Stock"). On June 15, 2001, the last reported sale
price of our Common Stock as reported by The Nasdaq Stock Market was $13.13 per
share. The Shares offered by the Selling Shareholders hereby will be sold at
market prices on the Nasdaq National Market or in private sales at prevailing
market prices or negotiated prices. See "Plan of Distribution."

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
         COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
         UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
         THE CONTRARY IS A CRIMINAL OFFENSE.

                      -------------------------------------

                  The date of this Prospectus is June 15, 2001
TABLE OF CONTENTS

AVAILABLE INFORMATION.......................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................3
THE COMPANY.................................................................4
RISK FACTORS................................................................4
SELLING SHAREHOLDERS.......................................................12
PLAN OF DISTRIBUTION.......................................................15
LEGAL MATTERS..............................................................16
EXPERTS....................................................................16
INDEMNIFICATION AND SEC'S POSITION ON ENFORCEABILITY.......................16

                                      -2-
AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities and
Exchange Act of 1934 (the "Exchange Act"). In accordance with the Exchange Act,
we file annual, quarterly and special reports and other information with the
Securities and Exchange Commission (the "SEC"). Statements contained in this
Prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is hereby made to the copy of the
document filed as an exhibit to the registration statement.

         You can inspect and copy the reports, proxy statements, and other
information that we file with the SEC at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the SEC's regional offices at 7 World Trade Center, 13th Floor,
New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You can also obtain copies of such material by mail at
prescribed rates from the SEC's Public Reference Section at its principal office
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also access such
material at the SEC's home page on the Internet at http://www.sec.gov.

         Our Common Stock is traded as "National Market Securities" on the
Nasdaq National Market. Materials that we file can be inspected at the offices
of the National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006. Prior to April 26, 2000, our Common Stock
was listed on the American Stock Exchange. Thus, certain reports, proxy
statements and other information concerning the Company previously filed may
also be inspected at the offices of the American Stock Exchange, Inc., 9801
Washingtonian Blvd., Gaithersburg, Maryland 20878.

         In addition, we will provide without charge to each person to whom this
Prospectus is delivered, upon either the written or oral request of such person,
the Annual Report for the Company's latest fiscal year and a copy of any or all
of the documents incorporated herein by reference other than exhibits to such
documents. Such requests should be directed to InterDigital Communications
Corporation, 781 Third Avenue King of Prussia, Pennsylvania 19406, Attention:
General Counsel; telephone number (610) 878-7800.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:

         (a) Our Annual Report on Form 10-K for the year ended December 31,
2000;

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;

         (c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the SEC on April 25, 2000,
together with Amendment No. 1 on Form 8-A/A filed with the SEC on May 2, 2000,
and including any amendments or reports filed for the purpose of updating such
description in which there is described the terms, rights and provisions
applicable to our Common Stock.

                                      -3-
THE COMPANY

         We specialize in the design and development of technology content and
system solutions for advanced digital wireless communications applications. Over
the course of our nearly thirty-year history, we have amassed a substantial and
significant library of systems experience, know-how and patents related to
digital wireless technology around the world.

         We market our technologies and solutions capabilities primarily to
telecommunications equipment producers and related suppliers. Our inventions are
embedded into products targeted for the following applications: mobile phones,
personal digital assistants, mobile computing devices, base stations and other
infrastructure equipment, and other terminal-end wireless devices. In addition,
we license our Time Division Multiple Access (TDMA) and Code Division Multiple
Access (CDMA) patents, technology and know-how to third parties. We are
continuing to broaden and deepen our extensive body of technical know-how and
broad patent portfolio related to wireless technologies and systems through
continuous invention and innovation.

         We intend to position the Company as a leader in the evolving market
for advanced wireless products, or the third generation (3G) marketplace, as an
end-to-end technology enabler offering a broad portfolio of standards-compliant
products, including core technology, software solutions, systems expertise and
finished Application Specific Integrated Circuits (ASICs) based on these and
other technologies. To achieve this objective we are focusing our strategy in
three areas. First, we intend to capitalize on the value of our intellectual
property through patent licensing, technology and know-how transfer and
specialized engineering services. Second, we plan to bring to market, with
partners or on our own, 3G products, including system-on-chip ASICs, to enable
the delivery of high quality voice and high-data rate services in mobile and
portable terminals and base stations. Third, we intend to dedicate a portion of
our engineering resources to incubate extensions of our current technology,
examine derivative products and evaluate new derivative technologies by
executing this strategy.

                                  RISK FACTORS

         This section highlights specific risks with respect to an investment in
our Company. Investing in our Common Stock involves risks. We caution you that
this Prospectus, as well as the documents that we have filed with the SEC that
are incorporated by reference in this Prospectus, contain forward-looking
statements that are based on management's beliefs and assumptions and on
information that is currently available to us. You should carefully consider the
risks and uncertainties described below and in the documents filed with the SEC
that are incorporated herein by reference before purchasing the Common Stock.

         Forward-looking statements relied upon by management reflect, among
other things, our current intentions and plans or expectations (i) to position
ourself in the marketplace as an end-to-end "technology enabler" offering a
broad portfolio of products, (ii) to capitalize on the value of our intellectual
property through patent licensing, technology and know-how transfer, and
specialized engineering services, (iii) to bring to market, with partners or on
our own, 3G products to enable the delivery of high quality voice and high-data
rate services in mobile terminals and base stations, and (iv) to dedicate a
portion of our engineering resources to incubate extensions of our current
technology, derivative products and new technologies. Words such as "strategy",
"intend" and "plan", variations of such words, and words with similar meaning or
connotations are intended to identify such forward-looking statements.

                                      -4-
Such statements are subject to risks and uncertainties. We caution
readers that important factors in some cases have affected and, in the future,
could materially affect actual results and cause actual results to differ
materially from the results expressed in any such forward looking statement. You
should not place undue reliance on these forward-looking statements, which apply
on or as of the date of this report. Certain of these risks and uncertainties
are described in greater detail in the Company's Form 10-K for the year ended
December 31, 2000 and the Company's Form 10-Q for the Quarter ending March 31,
2001. It should also be noted that risks described as affecting one
forward-looking statement may affect other forward-looking statements. In
addition, other factors may exist that are not detailed below or that are not
fully known to us at this time.

Our Strategy as it Relates to our Position in 3G is in the Early Stages of
Implementation and, as such, is Based on Numerous Assumptions

         We are in the early stages of executing on our strategic plan as it
relates to our position in 3G. Our strategic plan involves numerous assumptions.
Assumptions are forward-looking in nature and as such are inherently subject to
risks and uncertainties, including the Risk Factors detailed below, which could
affect our potential revenues and profitability and our ability to effectively
execute our strategy. For example, in order to generate revenues and profits
from sales of ASICs, we must continue to make substantial investments and
technological innovations. A significant assumption in our strategic plan is
that Time Division Duplex (TDD) technology will be adopted and widely used in
the 3G market. If TDD is not so adopted and widely used, a significant element
of our anticipated revenue may be impaired (See, "-Our Technologies May Not Be
Widely Deployed"). In addition, we intend to rely on strategic partnerships to
channel certain ASIC products into the marketplace. The failure or delay in
entering into such relationships, either on acceptable terms or at all, could
impair our ability to introduce our technology and resultant products (See, "-We
Intend to Rely Heavily on Additional Relationships with Third Parties"). Other
key assumptions include the availability of financial and human capital, our
ability to sustain and grow our patent position in the 2G and 3G markets, and
that the 3G market will develop at a time when we are prepared to enter it (See,
"-We Depend on Sufficient Engineering Resources, "-The Company's Revenue in the
Short and Long Term Depends Upon the Company's Success in Enforcing Patent
Rights and Protecting Other Intellectual Property", and "-Our Markets are
Unpredictable and Subject to Rapid Technological Change"). Should any of these
assumptions fail to materialize, our ability to meet our strategic plan could be
impaired.

Our Technologies May Not Be Widely Deployed

         Much of our development work is in the nature of research and therefore
is subject to the risks typically associated with research activities. New
technological innovations generally require a substantial investment before they
are commercially viable, and we may make substantial, non-recoverable
investments in new technologies that may not result in meaningful revenues. For
example, in order to generate revenues and profits from sales of ASIC products,
we must continue to make substantial investments and technological innovations.
A significant assumption in our strategic plan is that TDD will be adopted and
widely used in the 3G market. Other digital wireless technologies, particularly
wireless LAN, Frequency Division Duplex (FDD) technology used in data
applications and alternative forms of TDD (such as TD-SCDMA), are expected to be
competitive with TDD. There can be no assurance that our technology will
ultimately have market relevance, be selected by wireless service providers for
their networks, or that Nokia will continue to fund our TDD development if TDD
is determined to have unacceptable market risk (as well as for other reasons).
If TDD is not so adopted and widely used, a significant element of our
anticipated revenue may be impaired.

                                      -5-
Our Future Operating Results are Likely to Fluctuate

         Our revenues, earnings and other operating results have fluctuated
significantly in the past and may fluctuate significantly in the future. These
operating results are likely to continue to fluctuate because (i) our markets
are subject to increased competition from other products and technologies and
announcements of new products and technologies by our competitors; (ii) it is
difficult to predict the timing and amount of licensing revenue associated with
past infringement and new licenses, or the timing, nature or amount of revenues
associated with strategic partnerships; (iii) we may not be able to enter into
additional strategic partnerships or license agreements, either at all or on
acceptable terms; (iv) the strength of our patent portfolio could be weakened
through patents being declared invalid, design-arounds, changes to the
standards, and adverse court decisions; (v) our revenues are partially dependent
on sales by our licensees which is outside of our control; and (vi) a
significant portion of our revenue is generated from two companies (See, "We
Currently Derive a Significant Portion of Our Revenue from Two Customers"), and
the loss or significant reduction of revenue from either of such companies could
cause our revenues to decrease materially. General economic and other conditions
causing a downturn in the market for our products in development or technology
could also adversely affect our operating results. The foregoing factors are
difficult to forecast and these, as well as other factors, could harm our
quarterly or annual operating results. If our operating results fail to meet the
expectations of investors in any period, the market price of our common stock
may decline. Nevertheless, we base our decisions regarding our operating
expenses on a combination of current cash balances, anticipated revenue trends
and the level of expenditures required to execute our strategic plan. Because
the base level of many of our expenses is relatively fixed, a decline in revenue
from a small number of customers could cause our operating results to vary from
quarter to quarter and result in operating losses. In addition, increased
expenses which could result from factors such as increased hiring and retention
costs or actions designed to keep pace with technology and product market
targets could adversely impact near-term profitability targets.

We Intend to Rely Heavily on Additional Relationships with Third Parties

         The successful execution of our strategic plan is partially dependent
on the establishment and success of relationships with equipment producers and
other third parties. Our plan contemplates that these third parties will give us
access to production capability, markets and additional libraries of technology.
Our failure to enter into such additional relationships, either on acceptable
terms or at all, or our failure to successfully execute such relationships,
could impair our ability to introduce portions of our technology and resulting
products. In addition, delays in entering into such relationships could cause us
to miss critical market windows. This, in turn, could adversely affect our
future revenue streams.

                                      -6-
We Have Substantial Global Competition

         Competition in the wireless telecommunications industry is intense.
There can be no assurance that we will be able to successfully compete, or that
our competitors will not develop new technologies and products that are more
commercially effective than our own. We face competition from companies
providing services comparable to ours. We also face competition from the
in-house development teams at telecommunication equipment suppliers. Many of our
competitors are substantially larger than we are, and have financial, technical,
marketing, sales, and distribution resources greater than ours. In addition, our
customers may face competition from other telecommunication equipment providers.
It is also possible that new competitors may enter the market. These competitors
may have more established relationships and distribution channels than we do.
These competitors may also have established or may establish financial or
strategic relationships among themselves or with our existing or potential
customers, resellers or other third parties. Many current and potential
competitors have advantages over us, including (a) existing royalty-free
cross-licenses to competing and emerging technologies; (b) longer operating
histories and presence in key markets; (c) greater name recognition; (d) access
to larger customer bases; and (e) greater financial, sales and marketing,
manufacturing, distribution, technical and other resources than we have. As a
result of these factors, these competitors may be more successful than us.

         Our ability to derive revenues from the licensing of technology will
depend in part on the successful and timely development of our technologies and
in part on our ability to gain additional customers. Our competitive position
could be compromised by the introduction of superior technology or our delay in
(or a competitor's more timely introduction of) relevant technology.

         Finally, our principal semiconductor partner(s) must be able to provide
capacity, competitively priced products, and possess adequate manufacturing and
distribution networks. If costs are higher than expected or such partners are
capacity limited, our direct and/or indirect market penetration could be
hampered, leaving potential customers to seek alternate solutions.

We Need to Effect Further Technology & Product Development

         We may experience technical, financial or other difficulties or delays
related to the further development of our technologies. Delays can be costly,
and there can be no assurance that our development efforts will ultimately be
successful. Further, if such engineering efforts are not successful or delays
are serious, our existing and potential strategic relationships could suffer or
these strategic partners could be hampered in their marketing efforts of
products containing our technologies. This means that we could experience
reduced royalty revenues or lower royalty revenues on such organizations'
products containing our technology, or that we could miss a critical market
window. Further, if we do not meet the material obligations under our existing
or potential contracts with our existing or potential partners, the partner
could terminate the relationship and/or seek to hold us liable for breach.
Moreover, our technologies are in the development stage, and have not been fully
tested in commercial use. It is possible that they may not perform as expected
or may not be market relevant. In such case, our business, financial condition
and operating results could be adversely affected.

                                      -7-
Our Markets are Unpredictable and Subject to Rapid Technological Change

         We are positioning our current development projects for the yet to
emerge 3G market. These projects are not suited for the 2.5G (an evolved form of
the 2G market), GPRS, EDGE, or any other market which might develop after the 2G
market wanes prior to the development of the 3G market. If the 3G market does
not evolve, we would not be able to execute on our strategic plan, and our
business, financial condition and operating results could be materially
affected.

         Further, the 3G market may develop at a slower rate or pace than we
expect and may be of a smaller size than we expect. For example, the potential
exists for 3G preemption by the hangover of 2.5G solutions now being bought,
tested and fielded. In addition, there could be fewer applications for our
technology and products than we expect. Moreover, spectrum licensing
unavailability or costs could also impede investment in 3G infrastructure. Many
factors could affect the rate and pace of 3G market development including, but
not limited to, economic conditions, customer buying patterns, timeliness of
equipment development, pricing of 3G products, continued growth in
telecommunications services that would be delivered on 3G devices, and
availability of capital for and high cost of infrastructure improvements.
Failure of the 3G market to materialize to the extent or at the rate which we
expect would reduce our opportunities for sales and licensing and could
materially adversely affect our business, financial condition and operating
results.

         The entire communications market in which we compete is characterized
by rapid technological change, frequent product introductions and evolving U.S.
and non-U.S. industry standards. Existing technology and products become
obsolete and unmarketable when products using new technologies are introduced
and new industry standards emerge. As a result, marketability and the potential
life cycles of the products and technologies that we are developing cannot be
assured and are difficult to estimate. In addition, new industry standards,
falling prices or technology changes may render the products and/or technologies
obsolete or non-competitive. To be successful, we must continue to develop new
products and technologies that successfully respond to such changes. We may not
be able to form strategic relationships, either at all or on acceptable terms,
to enable us to develop such new products and technologies. Even if we do, we
may not be able to introduce such products or technologies successfully in a
timely manner. Missing a critical market window could reduce or eliminate our
ability to capitalize on the technology and products as to which the window
applies.

         Our future success will depend on our ability to continue to develop
and introduce new products, technology and enhancements on a timely basis. Our
future success will also depend on our ability to keep pace with technological
developments, satisfy varying customer requirements, price our products
competitively and achieve market acceptance. The introduction of products
embodying new technologies and the emergence of new industry standards could
render our products and technology currently under development obsolete and
unmarketable. If we fail to anticipate or respond adequately to technological
developments or customer requirements, or experience any significant delays in
development, introduction or shipment of our products and technology in
commercial quantities, our competitive position could be damaged.

         These efforts will require continued significant investment in research
and development. We cannot be sure that we will have sufficient resources to
make such investments, that we will be able to make the technological advances
necessary to achieve these goals, or that the costs of the acquired efforts will
be acceptable. Our business, financial condition and operating results could be
materially adversely affected if we are unable to respond to the need for
technological change or if these products or technologies do not achieve market
acceptance when released.

                                      -8-
We Currently Derive a Significant Portion of Our Revenue from Two Customers. The
Loss of Either One of These Customers Could Reduce Our Revenues and Could Harm
Our Ability to Achieve or Sustain Acceptable Levels of Profitability.

         Revenues attributable to Nokia Corporation, a strategic engineering
partner, and Sharp Corporation, one of our TDMA patent licensees, comprised
approximately 63% of total revenue in 2000. The loss of either one of these
customers or the delay or reduction in receipt of revenues from either of these
customers would reduce our revenues and cash flow and could harm our ability to
achieve or sustain acceptable levels of profitability.

We Rely On and May Be Unable to Adequately Enforce Our Intellectual Property
Rights

         Our business opportunities substantially depend upon the development of
know-how and patent inventions. To protect these rights, we rely primarily on a
combination of patent laws, confidentiality agreements with employees and third
parties, and protective contractual provisions. Despite our efforts to protect
our proprietary rights, unauthorized parties may copy aspects of our technology
and information that we regard as proprietary. Other parties may breach
confidentiality agreements and other protective contracts into which we have
entered. We may not have adequate remedies in the event of such breach. Further,
there can be no assurance that the pending patent applications will be granted,
or that our existing or new patents will provide adequate protection or
coverage.

         In addition, the cost of defending our intellectual property has been
and may continue to be significant. Litigation may be required to enforce our
intellectual property rights, protect our trade secrets or determine the
validity and scope of proprietary rights of others. As a result of any such
litigation, we could lose our proprietary rights or incur substantial unexpected
operating costs. Any action we take to protect our intellectual property rights
could be costly and could absorb significant management time and attention
which, in turn, could negatively impact our results of operations. Moreover,
third parties could circumvent the patents held by our wholly-owned subsidiary,
ITC, through design changes. Any of these events could adversely affect our
prospects for realizing future income.

         From time to time, certain companies may also assert that their patent,
copyright and other intellectual property rights are also important to the
industry or to us. In that regard, from time to time third parties provide us
with copies of their patents relating to digital wireless technologies and offer
licenses to such technologies. We in turn evaluate such patents and the
advisability of obtaining such licenses. If any of our products were found to
infringe on protected technology, we could be required to redesign such
products, license such technology, and/or pay damages to the infringed party. If
we are unable to license protected technology used in our products and/or if we
cannot economically redesign such products, we could be prohibited from
marketing such products. In such case, our prospects for realizing future income
could be adversely affected.

                                      -9-
Our Revenue in the Short and Long Term Depends Upon our Success in Enforcing
Patent Rights and Protecting Other Intellectual Property

         Our strategic plan depends, in the short term, upon our ability to
generate patent licensing revenue related to the sale by third parties of
handsets and infrastructure compliant with the TDMA digital cellular standards
in use today, among them GSM, IS-54/136 and PDC (2G products). Our ability to
collect such revenue is subject to a number of risks. First, major
telecommunications equipment manufacturers have challenged, and we expect will
continue to challenge, the validity of the ITC patents. In some instances,
certain of ITC's patent claims have been declared invalid or substantially
narrowed. While ITC continues to maintain a world-wide portfolio of patents that
it believes are valid and infringed, and while we intend to vigorously defend
and enforce such patents, we cannot assure that the validity of our patents will
be maintained or that any of our key patents will be determined to be applicable
to any 2G or 3G product. Any significant adverse finding as to the validity or
scope of ITC's key patents could result in the loss of patent licensing revenue
from existing licensees and could substantially impair our ability to secure new
patent licensing arrangements.

         Second, we are currently engaged in a significant patent infringement
litigation with Ericsson, Inc. over certain of the ITC patents. During the
course of this litigation (or a future yet unidentified and unfiled litigation,
should such litigation arise), certain of ITC's key patents could be found to be
invalid or not infringed. Any such adverse finding as to the validity or scope
of ITC's key patents could result in the loss of patent licensing revenue from
existing licensees and could substantially impair our ability to secure new
patent licensing arrangements.

         In the long term, our strategic plan depends upon our ability to
generate patent licensing revenue from the sale by third parties of products
compliant with the standards adopted for 3G (3G Products). Our ability to
generate such revenue is subject to certain risks. First, many of the inventions
which we believe will be employed in 3G Products are the subject of patent
applications which have not yet been issued by the relevant patent reviewing
authorities. While we intend to vigorously prosecute such patents, we cannot
assure that these patent applications will be granted and that the resulting
patents will be infringed by 3G Products. Second, we expect that the validity of
our patents will be challenged, and that we will be required to enforce our
patents against parties that refuse to take a license under our patents. While
we intend to vigorously defend and enforce our patents, we cannot assure that
the validity of our patents will be maintained or that any of our patents will
be determined to be applicable to any 3G Product.

Our License Agreements Contain Provisions which Could Impair Our Ability to
Realize Licensing Revenues

         Certain of our licenses contain "most favored nations" and other
provisions, applied on a going forward basis only, which could, in certain
events, cause the licensee's obligation to pay royalties to us to be reduced,
terminated or suspended for an indefinite period, with or without the accrual of
the royalty obligation. In addition, certain of our licensees had, in the past,
stated, among other things, that the outcome of a prior litigation over ITC's
patents materially impacted the royalties due under their license agreements.
While we believe that these positions have been meritless, similar positions
could be asserted in the event that a licensee's obligation to pay royalties to
us in the future is either terminated or indefinitely suspended or in the event
that ITC's patents are held invalid or unenforceable or this position could be
found to have merit. Such positions taken could interfere with ITC's ability to
secure new licenses or to generate recurring licensing revenue under the
existing agreements. In addition, ITC may have to incur expenses and suffer
further delays to mediate, arbitrate and/or litigate such assertions, with no

                                      -10-
assurance of ultimate success. ITC's licensing opportunities are also affected
by the increasing concentration of the wireless industry, particularly as to
infrastructure, which results in a substantial portion of the licensing
opportunities being concentrated in a small number of non-licensed
manufacturers, many of whom are generally opposing the validity of ITC's patents
in multiple forums. In such cases, our operating results and revenues could be
adversely affected.

We Depend on Sufficient Engineering Resources

         Competition for qualified and talented individuals with engineering
experience in emerging technologies, like Wideband CDMA, is intense. Further,
none of the persons that we currently employ are parties to agreements that
require them to provide services to us for a minimum period of time. Our success
and ability to enter into additional strategic or other relationships may depend
on our ability to attract and retain a significant number of talented and
qualified technical personnel; and there can be no assurance that we will be
able to do so. The failure to attract and retain highly qualified personnel
could interfere with our ability to undertake additional technology and product
development efforts as well as our ability to meet our strategic objectives.

Analyst and Market Predictions are Forward-Looking in Nature

         Our market predictions, as well as analyst, industry observer and
expert predictions described herein are forward looking in nature and, as such,
are inherently subject to risks and uncertainties. Many factors could affect
these predictions including, but not limited to, the validity of their and our
assumptions, economic conditions, customer buying patterns, timeliness of
equipment development, pricing of 3G products, continued growth in
telecommunications services that would be delivered on 3G devices, and
availability of capital for infrastructure improvements. Also, the 3G market may
not develop at the rate or pace that we or they predict.

If Wireless Handsets Pose Health and Safety Risks, Demand for Our Products in
Development and Those of Our Licensees and Customers Could Decrease

         Media reports and certain studies have suggested that radio frequency
emissions from wireless handsets may be linked to various health concerns,
including cancer, and may interfere with various electronic medical devices,
including hearing aids and pacemakers. If concerns over radio frequency
emissions grow, this could have the effect of discouraging the use of wireless
handsets, which would decrease demand for our products and those of our
licensees and customers. There also are some safety risks associated with the
use of wireless handsets while driving. Concerns over these safety risks and the
effect of any legislation that may be adopted in response to these risks could
reduce demand for our products in development and those of our licensees and
customers.

We Face Risks From Doing Business in Global Markets

         A significant part of our strategy involves our continued pursuit of
growth opportunities in a number of international markets. In doing so, we are
subject to the effects of government regulations, tariffs and other applicable
trade barriers, currency control regulations, political instability, potentially
adverse tax consequences, inability to enforce contractual commitments abroad,
and general delays in remittance and difficulties of collecting non-U.S.
payments, among other things. We are also subject to risks specific to the
individual countries in which our customers, our licensees and we do business.

                                      -11-
We Face Risks From Changing Global Economic Conditions

         We and our customers face risks from economic conditions generally
which affect, among other things, the ability and willingness of companies to
invest in technological and product development, our need for working capital,
and our revenue recognition.

Our Stock Price is Volatile

         Historically, market prices for securities of companies involved in the
wireless telecommunications industry have been volatile. In addition, market
prices for the Common Stock have historically been particularly volatile due, in
part, to the Company's history of quarterly fluctuations of revenues and
operating results. Announcements of, among other things, technological
innovations or new commercial products by the Company or its competitors,
developments concerning proprietary technologies, results of patent enforcement
activities, regulatory developments in both the United States and other
countries, and global and national economic and political factors, as well as
period-to-period fluctuations in financial results, may have a significant
impact on the market price of the Common Stock.

                              SELLING SHAREHOLDERS

         The following table sets forth certain information with respect to the
beneficial ownership of Common Stock held by each Selling Shareholder and the
number of shares of Common Stock offered by each Selling Shareholder under this
Prospectus.

         Although none of the Selling Shareholders have advised the Company that
they currently intend to sell all or any of the Shares pursuant to this
Prospectus, the Selling Shareholders may choose to sell the Shares from time to
time. See "Plan of Distribution."

                                      -12-
Number of Shares                                              Number of Shares
Name of                             Beneficially Owned                   Number of                Beneficially Owned
Selling Shareholder                 Prior to Offering (1)(2)(3)          Shares Offered           After Offering (1)(2)(3)
-------------------                 ---------------------------         --------------            ------------------------
Lisa Axt Alexander (4)                    19,958                              5,833                      14,125
Donald M. Boles (4)                       36,129                             10,787                      25,342
D. Ridgely Bolgiano (5)                  384,201                             11,124                     373,077
Anthony Bowden (4)                        39,926                              7,333                      32,593
Loretta P. Brehony (4)                    35,327                              8,108                      27,219
Harry G. Campagna (5)                    845,725                             40,000                     805,725
Steven T. Clontz (5)                     125,448                             12,000                     113,448
Joseph S. Colson, Jr. (5)                155,523                             17,000                     138,523
Stephen G. Dick (4)                       54,037                              9,537                      44,500
Richard J. Fagan (5)                     113,995                             17,355                      96,640
Mark Gercenstein (5)                      29,154                                -0-                      29,154
Joseph H. Gifford (4)                    110,674                                674                     110,000
Howard E. Goldberg (5)                   345,522                             25,623                     319,899
Gary D. Isaacs (4)                        35,470                              9,137                      26,333
John Kaewell (4)                         189,753                             16,392                     173,361
Brian G. Kiernan (5)                     303,135                             15,428                     287,707
Michael J. Koch (4)                       35,038                              7,733                      27,305
Mark A. Lemmo (5)                        233,385                             20,239                     213,146
Dolores A. McFadden (4)                   14,230                              4,400                       9,830
William J. Merritt (5)                   155,424                             17,361                     138,063
William C. Miller (4)                     16,515                                683                      15,832
James J. Nolan (4)                        44,033                              6,800                      37,233
Fatih M. Ozluturk (4)                    135,987                             10,254                     125,733
Michael Regensburg (4)                   103,194                              9,988                      93,206
Robert S. Roath (5)                      216,306                             12,000                     204,306
Jane S. Schultz (4)                       19,580                              6,000                      13,580
Stephen E. Terry (4)                      25,875                              9,000                      16,875
Charles (Rip) Tilden (5)                 185,263                             18,320                     166,943
John A. Tirella (4)                       61,104                              9,800                      51,304
Mirka Walczak (4)                         28,778                              6,467                      22,311
(1) Includes the following number of shares of Common Stock which may be
    acquired by the persons and group identified in the table (or members of the
    immediate family or other persons or entities affiliated with such persons
    or member of such group), through the exercise of options or warrants which
    were exercisable as of April 6, 2001 or June 1, 2001, as the case may be, or
    will become exercisable within 60 days of such date: Ms. Alexander, 14,125;
    Mr. Boles, 25,000; Mr. Bolgiano, 273,050; Mr. Bowden, 30,205, Ms. Brehony,
    26,000; Mr. Campagna, 770,725; Mr. Clontz, 98,448; Mr. Colson, 123,248; Mr.
    Dick, 44,500; Mr. Fagan, 92,485; Mr. Gercenstein, 21,154; Mr. Gifford,
    75,000; Mr. Goldberg, 313,000; Mr. Isaacs, 25,333; Mr. Kaewell, 154,083; Mr.
    Kiernan, 261,207; Mr. Koch, 24,205; Mr. Lemmo, 205,000; Ms. McFadden, 9,830;
    Mr. Merritt, 130,499; Mr. Miller, 15,332; Mr. Nolan, 33,455; Mr. Ozluturk,
    122,082; Mr. Regensburg, 85,275; Mr. Roath, 174,190; Ms. Schultz, 13,580;
    Mr. Terry, 16,875; Mr. Tilden, 159,500; Mr. Tirella, 46,666; Ms. Walczak,
    21,875; all directors and executive officers as a group 2,156,299.

                                      -13-
(2) Does not include ownership of RSUs which constitute rights to receive Common
    Stock under the Company's 1999 Restricted Stock Plan at a future date. Such
    RSUs are forfeitable, do not have voting rights and are not deemed to be
    outstanding shares. Ownership of RSUs by the named beneficial owners at
    April 6, 2001 or June 1, 2001, as the case may be, is as follows: Ms.
    Alexander, 5,833; Mr. Boles, 9,333; Mr. Bolgiano, 9,583; Mr. Bowden, 7,333,
    Ms. Brehony, 7,000; Mr. Campagna, 180,000; Mr. Clontz, 12,000; Mr. Colson,
    12,000; Mr. Dick, 8,223; Mr. Fagan, 15,000; Mr. Gercenstein, 5,000; Mr.
    Gifford, -0-; Mr. Goldberg, 20,000; Mr. Isaacs, 8,167; Mr. Kaewell, 14,167;
    Mr. Kiernan, 13,333; Mr. Koch, 7,733; Mr. Lemmo, 17,500; Ms. McFadden,
    4,400; Mr. Merritt, 15,000; Mr. Miller, -0-; Mr. Nolan, 6,800; Mr. Ozluturk,
    8,667; Mr. Regensburg, 8,467; Mr. Roath, 32,000; Ms. Schultz, 6,000; Mr.
    Terry, 9,000; Mr. Tilden, 15,833; Mr. Tirella, 8,443; Ms. Walczak, 6,467.

(3) Certain of these shares are held jointly with the Selling Shareholder's
    spouse.

(4) As of June 1, 2001.

(5) As of April 6, 2001.

                                      -14-
PLAN OF DISTRIBUTION

         The Company is registering the Shares on behalf of the Selling
Shareholders. As used herein, "Selling Shareholders" includes donees, pledgees
or other transferees selling shares received from a named Selling Shareholder
after the date of this prospectus. All costs, expenses and fees in connection
with the registration of the Shares offered hereby will be borne by the Company.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of Shares will be borne by the Selling Shareholders. Sales of Shares may be
effected by Selling Shareholders from time to time in one or more types of
transactions (which may include block transactions) on the Nasdaq National
Market, in negotiated transactions, through put or call options transactions
relating to the Shares, through short sales of Shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The Selling Shareholders have advised the Company that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of Shares by the Selling Shareholders

         The Selling Shareholders may effect such transactions by selling Shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such brokers-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of Shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).

         The Selling Shareholders and any broker-dealers that act in connection
with the sale of Shares might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of Shares sold by them while acting
as principals might be deemed to be underwriting discounts or commissions under
the Securities Act. The Company has agreed to indemnify each Selling Shareholder
against certain liabilities, including liabilities arising under the Securities
Act. The Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act.

         Because Selling Shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Shareholders
will be subject to the prospectus delivery requirements of the Securities Act.
The Company has informed the Selling Shareholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.

         Selling Shareholders also may resell all or a portion of the Shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.

                                      -15-
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act,
disclosing (i) the name of each such selling shareholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon the Company being notified by a
Selling Shareholder that a donee, pledgee or other transferee intends to sell
more than 500 shares, a supplement to this prospectus will be filed.

                                  LEGAL MATTERS

         The validity of the Common Stock registered hereunder has been passed
upon for the Company by William J. Merritt, Esq., 781 Third Avenue, King of
Prussia, Pennsylvania 19406. Mr. Merritt is General Counsel, Executive Vice
President and Secretary of the Company, and Mr. Merritt owns 23,714 shares of
Common Stock, options to purchase 203,000 shares of Common Stock, and restricted
stock units for 15,000 shares of Common Stock.

                                     EXPERTS

         The financial statements and financial statement schedule incorporated
in this Prospectus by reference to the Annual Report on Form 10-K of the Company
for the year ended December 31, 2000, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein upon the authority of said firm as experts in
giving said reports.

              INDEMNIFICATION AND SEC'S POSITION ON ENFORCEABILITY

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.

         Sections 1741-1750 of the Pennsylvania Business Corporation Law of 1988
(the "BCL") and the Company's By-Laws provide for indemnification of the
Company's directors and officers and certain other persons. Under Sections
1741-1750 of the BCL, directors and officers of the Company may be indemnified
by the Company against all expenses incurred in connection with actions
(including, under certain circumstances, derivative actions) brought against
such director or officer by reason of his or her status as a representative of
the Company, or by reason of the fact that such director or officer serves or
served as a representative of another entity at the Company's request, so long
as the director or officer acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Company.

         As permitted under the BCL, the Company's By-Laws provide that the
Company shall indemnify directors and officers against all expenses incurred in
connection with actions (including derivative actions) brought against such
director or officer by reason of the fact that he or she is or was a director or
officer of the Company, or by reason of the fact that such director or officer
serves or served as an employee or agent of any entity at the Company's request,
unless the act or failure to act on the part of the director or officer giving
rise to the claim for indemnification is determined by a court in a final,
binding adjudication to have constituted willful misconduct or recklessness.

                                      -16-
You should rely only on the information incorporated by reference or
provided in this Prospectus. The Company has not authorized anyone else to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this Prospectus is accurate as of any date other than
the date on the front cover of this Prospectus.

                                   Prospectus

                     INTERDIGITAL COMMUNICATIONS CORPORATION

                                 345,376 shares

                                  COMMON STOCK

                    ----------------------------------------

                                  June 15, 2001
REGISTRATION STATEMENT ON FORM S-8

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Company's 1999 Restricted Stock
Plan as specified by Rule 428(b)(1). Such documents are not being filed with the
SEC, but constitute, along with the documents incorporated by reference into
this Registration Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The Company will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated.) Requests should be directed
to InterDigital Communications Corporation, 781 Third Avenue, King of Prussia,
Pennsylvania 19406, Attention: General Counsel; telephone number (610) 878-7800.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents which have been filed by the Company with the
SEC are incorporated by reference into this Registration Statement:

         (a) Our Annual Report on Form 10-K for the year ended December 31,
2000;

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;

         (c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the SEC on April 25, 2000,
together with Amendment No. 1 on Form 8-A/A filed with the SEC on May 2, 2000,
and including any amendments or reports filed for the purpose of updating such
description in which there is described the terms, rights and provisions
applicable to our Common Stock.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered pursuant to
this Registration Statement have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.

                                      II-1
Item 4.  Description of Securities.

         The Common Stock and rights to purchase Series B Junior Participating
Preferred Stock are registered under the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the Common Stock registered hereunder has been passed
upon for the Company by William J. Merritt, Esq., 781 Third Avenue, King of
Prussia, Pennsylvania 19406. Mr. Merritt is General Counsel, Executive Vice
President and Secretary of the Company, and Mr. Merritt owns 23,714 shares of
Common Stock, options to purchase 203,000 shares of Common Stock, and restricted
stock units for 15,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Sections 1741-1750 of the BCL and the Company's By-Laws provide for
indemnification of the Company's directors and officers and certain other
persons. Under Sections 1741-1750 of the BCL, directors and officers of the
Company may be indemnified by the Company against all expenses incurred in
connection with actions (including, under certain circumstances, derivative
actions) brought against such director or officer by reason of his or her status
as a representative of the Company, or by reason of the fact that such director
or officer serves or served as a representative of another entity at the
Company's request, so long as the director or officer acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company. As permitted under the BCL, the Company's By-Laws
provide that the Company shall indemnify directors and officers against all
expenses incurred in connection with actions (including derivative actions)
brought against such director or officer by reason of the fact that he or she is
or was a director or officer of the Company, or by reason of the fact that such
director or officer serves or served as an employee or agent of any entity at
the Company's request, unless the act or failure to act on the part of the
director or officer giving rise to the claim for indemnification is determined
by a court in a final, binding adjudication to have constituted willful
misconduct or recklessness.

Item 7.  Exemption from Registration Claimed.

         The restricted securities being reoffered or resold pursuant to this
Registration Statement were issued and sold by the Company to the selling
shareholders in reliance upon the exemption from registration contained in
Section 4(2) of the Securities Act. Each of the selling shareholders: (i) is a
director, executive officer, or other officer or management employee of the
Company, and as such had a preexisting business relationship with the
registrant, (ii) is familiar with the business and financial affairs of the
Company, and (iii) acquired the restricted securities for investment without a
view to distribution absent registration or an exemption therefrom.

                                      II-2
Item 8.  Exhibits.

     Exhibit No.      Description
     -----------      -----------
        4.1           1999 Restricted Stock Plan, as amended to date.

        5             Opinion of William J. Merritt, Esquire

       23.1           Consent of Independent Public Accountants

       23.2           Consent of William J. Merritt, Esquire (Included in
                      Exhibit 5)

       24             Power of Attorney (See Signature Page at pages II-5, II-6)

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which is registered) and any deviation from the low or high end of
the estimated maximum range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in "Calculation of Registration Fee" table in the
effective registration statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in King of Prussia, Pennsylvania, on June 15, 2001.

                      INTERDIGITAL COMMUNICATIONS CORPORATION

                      By: /s/  Howard E. Goldberg
                          ----------------------------------------------------
                          Howard E. Goldberg, Chief Executive Officer,
                          the principal executive officer

                      By: /s/ Richard J. Fagan
                          ----------------------------------------------------
                          Richard J. Fagan, Executive Vice President and
                          Chief Financial Officer, principal financial officer
                          and principal accounting officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Howard E. Goldberg and William J.
Merritt, and each or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Date:  June 15, 2001              /s/ Harry G. Campagna
                                 -----------------------------------------------
                                 Harry G. Campagna, Chairman of the Board

Date:  June 15, 2001              /s/ Howard E. Goldberg
                                 -----------------------------------------------
                                 Howard E. Goldberg, Chief Executive Officer and
                                 Director

                                      II-5
Date:  June 15, 2001             /s/ D. Ridgely Bolgiano
                                 -----------------------------------------------
                                 D. Ridgely Bolgiano, Director

Date:  June 15, 2001             /s/ Steven T. Clontz
                                 -----------------------------------------------
                                 Steven T. Clontz, Director

Date:  June 15, 2001             /s/ Joseph S. Colson, Jr.
                                 -----------------------------------------------
                                 Joseph S. Colson, Jr., Director

Date:  June 15, 2001             /s/ Robert S. Roath
                                 -----------------------------------------------
                                 Robert S. Roath, Director

                                      II-6
EXHIBIT INDEX

  Exhibit No.

      4.1                  1999 Restricted Stock Plan, as amended to date

        5                  Opinion of William J. Merritt, Esquire

     23.1                  Consent of Arthur Andersen LLP

                                      II-7