Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Fagan, Richard J.

2. Issuer Name and Ticker or Trading Symbol
InterDigital Communications Corporation (IDCC)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President and Chief Financial Officer

(Last)      (First)     (Middle)

781 Third Avenue
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
March 24, 2003

(Street)

King of Prussia,, PA 19406-1409

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

03/24/03

 

S

 

1000

D

$20.50

 

D

 

Common Stock

03/24/03

 

S

 

1000

D

$20.52

 

D

 

Common Stock

03/24/03

 

S

 

1000

D

$20.54

 

D

 

Common Stock

03/24/03

 

S

 

600

D

$20.61

 

D

 

Common Stock

03/24/03

 

S

 

1000

D

$20.70

 

D

 

Common Stock

03/24/03

 

S

 

500

D

$20.80

 

D

 

Common Stock

03/24/03

 

S

 

500

D

$21.09

26,017

D

 

Common Stock

 

 

 

V

 

 

 

305(1)

I

By 401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

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

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

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

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

8. Price of Derivative Security
(Instr. 5)

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

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

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

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Option (Right-to-Buy)

$5.625

03/24/03

 

M

 

 

5,600

 (2)

11/15/08

Common Stock

5,600

 

40,000

D

 

Explanation of Responses:

(1) Between July 1, 2001 and December 31, 2002, the Reporting Person acquired 305 shares of Common Stock pursuant to the InterDigital Communications Corporation Savings and Protection Plan. This information is based on the most recently published account statement dated December 31, 2002.
(2) Part of a grant of 50,000 options which vested as follows: 8,333 on 12/31/98; 8,333 on 6/30/99; 8,333 on 12/31/99; 8,333.00 on 6/30/00; 8,334 on 12/31/00; and 8,334 on 6/30/01.
  By: /s/ Rebecca Bridgeford Opher, Attorney-In-Fact for Richard J. Fagan
              
**Signature of Reporting Person		 March 26, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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