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 * ELMORE WILLIAM B   2. Issuer Name and Ticker or Trading Symbol ATHEROS COMMUNICATIONS INC [ATHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 70 WILLOW ROAD, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2005 (Street) MENLO PARK, CA 94025 4. If Amendment, Date Original Filed(Month/Day/Year) 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 02/02/2005 02/02/2005 J(4)   79,481 A $ 11.99 102,099 I By The Elmore Living Trust (1) Common Stock 02/02/2005 02/02/2005 J(4)   1,800,000 D $ 11.99 1,033,785 I By Foundation Capital II, L.P. (2) Common Stock               237,562 I By Foundation Capital II Entrepreneurs Fund, LLC (2) Common Stock               119,282 I By Foundation Capital II Principals Fund, LLC (2) Common Stock               1,203,885 I By Foundation Capital Leadership Fund, L.P. (3) Common Stock               32,105 I By Foundation Capital Leadership Principals Fund, LLC (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ELMORE WILLIAM B 70 WILLOW ROAD, SUITE 200 MENLO PARK, CA 94025	X

Signatures

/s/ William B. Elmore		02/03/2005
**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)	Shares held by William B. Elmore as Trustee of the Elmore Living Trust U/T/A 7/27/90.
(2)	William B. Elmore ("Elmore") is a Manager of Foundation Capital Management Co. II, LLC ("FC2M"), which is the sole General Partner of Foundation Capital II, L.P. ("FC2") and the sole Manager of Foundation Capital II Entrepreneurs Fund, LLC ("FC2E") and Foundation Capital II Principals Fund, LLC ("FC2P"). FC2M exercises sole voting and investment power over the shares owned by FC2, FC2E and FC2P. As a Manager of FC2M, Elmore is deemed to share voting and investment powers over the shares held by FC2, FC2E, and FC2P. Elmore disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(3)	William B. Elmore ("Elmore") is a Manager of FC Leadership Management Co., LLC ("FCLM"), which serves as the sole General Partner of Foundation Capital Leadership Fund, L.P. ("FCL") and the sole Manager of Foundation Capital Leadership Principals Fund, LLC ("FCLP"). FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As a Manager of FCLM, Elmore is deemed to share voting and investment powers over the shares held by FCL and FCLP. Elmore disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(4)	In-kind distribution. On 2/2/05, Foundation Capital II, L.P. distributed 1,800,000 shares of stock to its partners through which Mr. Elmore received 79,481 shares indirectly.

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