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): January 16, 2002

               (Exact name of registrant as specified in charter)

            PENNSYLVANIA                  1-11152               23-1882087
  (State or Other Jurisdiction of       (Commission          (I.R.S. Employer
   Incorporation or Organization)       file number)          Identification

           781 Third Avenue, King of Prussia, Pennsylvania 19406-1409
                    (Address of principal executive offices)

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

Item 5. Other Events.

        On January 16, 2002, we announced that our subsidiary, InterDigital
Technology Corporation ("ITC"), has entered into a royalty-bearing license
agreement with NEC Corporation of Japan for sales of wireless products compliant
with all Third Generation (3G) and narrowband CDMA standards (the "3G
Agreement"). We concurrently reached an amicable settlement of our Second
Generation (2G) patent licensing dispute with NEC in connection with a 1995
license agreement.

        A summary of the material terms of the 3G Agreement and the settlement
is set forth in our January 16, 2002 press release, which is filed as Exhibit
99.1 to this Current Report on Form 8-K. The $53 million payment in connection
with the settlement is required to be paid in four installments over the next
twenty-four months, and the $19.5 million advance royalty in connection with the
3G license is required to be paid in the second quarter of 2002. Given the
complexity of accounting for revenue associated with multi-faceted agreements,
the Company and its auditors have not finalized the manner in which revenue will
be recognized for payments to be received under these agreements.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

        (c) Exhibits

        99.1 Press Release dated January 16, 2002.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    INTERDIGITAL COMMUNICATIONS CORPORATION

Date:  January 17, 2002             By /s/ R. J. Fagan
                                           Richard J. Fagan
                                           Chief Financial Officer

                                  EXHIBIT INDEX

  No.             Description
-------           -----------

99.1              Press Release dated January 16, 2002