FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SHAY LAWRENCE F   2. Issuer Name and Ticker or Trading Symbol INTERDIGITAL COMMUNICATIONS CORP [IDCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel & Gov. Affairs (Last) (First) (Middle) 781 THIRD AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 06/09/2006 (Street) KING OF PRUSSIA,, PA 19406-1409 4. If Amendment, Date Original Filed(Month/Day/Year) 06/13/2006 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/09/2006   S   16,000 D $ 31.381 19,332 D   Common Stock               1,774 (1) I By 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (Right-to-Buy) (2)

$ 8.43

06/09/2006

M

16,000

(3)

11/12/2011

Common Stock

16,000

(4)

16,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHAY LAWRENCE F 781 THIRD AVENUE KING OF PRUSSIA,, PA 19406-1409			General Counsel & Gov. Affairs

Signatures

Rebecca Bridgeford Opher, Attorney-In-Fact for Lawrence F. Shay		06/13/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As of the most recently published account statement dated June 7, 2006, the Reporting Person beneficially owned 1,774 shares of Common Stock pursuant to the InterDigital Communications Corporation Savings and Protection Plan.
(2)	Amendment to reflect the exercise of options.
(3)	Part of a grant of 45,000 options which vested in equal installments of 7,500 on each of the following dates: 11/12/2001; 12/31/01; 06/30/02; 12/31/02; 06/30/03; and 12/31/03.
(4)	Granted pursuant to the InterDigital Communications Corporation 2000 Stock Award and Incentive Plan.

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