Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (Date of earliest event reported): June 1, 2006

                     InterDigital Communications Corporation
             (Exact name of registrant as specified in its charter)

          Pennsylvania                  1-11152                23-1882087
(State or other jurisdiction of (Commission File Number)      (IRS Employer
         incorporation)                                    Identification No.)

      781 Third Avenue, King of Prussia, PA                    19406-1409
     (Address of Principal Executive Offices)                  (Zip Code)

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

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

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

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

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

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


Item 1.01.        Entry into a Material Definitive Agreement.

     (a)  On  June  1,  2006,  InterDigital   Communications   Corporation  (the
"Company")  entered into an employment  agreement with James Nolan  ("Employment
Agreement") setting forth the terms and conditions of Mr. Nolan's service to the
Company in his capacity as Senior Engineering Officer effective on May 16, 2006.

     Pursuant to the  Employment  Agreement,  Mr. Nolan reports  directly to the
Chief  Executive  Officer and will  receive an annual  base salary of  $225,000,
subject  adjustments from time to time ("Base  Salary"),  together with benefits
which are  provided  to  similarly  situated  employees  of the  Company  (e.g.,
medical, dental, vision, 401(k), expense reimbursement). Mr. Nolan will continue
to be eligible to participate in the Company's  Annual  Employee Bonus Plan, and
shall have an annual target bonus level of 40% of his Base Salary for 2006.  Mr.
Nolan's target LTIP cash bonus and restricted  stock unit ("RSU") award pursuant
to the Company's Long-Term  Compensation  Program ("Program") will be set at 80%
of his Base Salary effective the next LTIP and Program cycles. Additionally, Mr.
Nolan was awarded 5,000 RSUs vesting over three years beginning in May 2007.

     The Employment  Agreement  provides that if Mr. Nolan is terminated without
cause or terminates his employment for good reason (as "cause" and "good reason"
are  defined  under  Section  9(b)  and  9(a)  of  the   Employment   Agreement,
respectively),  and provided he executes the Company's standard form termination
letter,  he will be entitled to  continue to receive his Base  Salary,  together
with dental and health coverage under COBRA,  for a period of twelve months.  In
addition,  upon  Mr.  Nolan's  separation  of  service  with  the  Company,  the
Employment  Agreement  provides  that if any payment is made to Mr.  Nolan which
would  constitute a payment of nonqualified  deferred  compensation  pursuant to
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code),  such
payment shall be delayed until the date that is six months after the date of Mr.
Nolan's  separation.  Further, in the event any amount or benefit payable to Mr.
Nolan  under the  Employment  Agreement  or under any other plan,  agreement  or
arrangement  applicable  to Mr.  Nolan,  is  subject  to an excise  tax  imposed
pursuant to Section 4999 of the Code (or imposed under any  successor  provision
of the Code imposing a tax liability on "excess parachute payments" as that term
is defined in Code Section 280G),  Mr. Nolan shall be entitled to receive a cash
"gross-up"  payment, on an after-tax basis, in an amount sufficient to indemnify
him for the amount of any such excise tax.

     If his  employment  is  terminated  within one year  following  a change in
control by the Company  (except  for cause) or by  employee  (whether or not for
Good  Reason),  Mr.  Nolan is  entitled  to receive  all accrued but unpaid Base
Salary, Benefits and Other Compensation provided he signs a standard termination
letter. He is also entitled to receive at date of termination two years worth of
Base Salary,  and all options and restricted  stock which may vest upon a change
in control under the applicable equity plan shall vest.


     In  addition,  effective as of May 16,  2006,  the Company  entered into an
Indemnity  Agreement  with Mr.  Nolan.  The  Indemnity  Agreement is in the form
executed by all  directors,  officers or agents of the Company or the  Company's
subsidiaries,  and provides that in addition to the Company's general obligation
to maintain  directors'  and officers'  liability  insurance,  the Company will,
subject to certain  conditions,  indemnify and defend in whole or in part,  such
directors,  officers or agents of the Company or the Company's  subsidiaries  in
connection with their service to the Company and its subsidiaries.

     The  Indemnity  Agreement  entered  into  with Mr.  Nolan is  substantially
identical in all  material  respects  (except as to the parties  thereto and the
date)  to the  Indemnity  Agreement  filed  with  the  Securities  and  Exchange
Commission as Exhibit 10.47 to the Company's  Quarterly  Report on Form 10-Q for
the quarter ended March 31, 2003.



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.


                             By: /s/ R.J. Fagan
                                 Richard J. Fagan
                                 Chief Financial Officer

Dated:  June 1, 2006