Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Torre David D
 2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2006		 3. Issuer Name and Ticker or Trading Symbol
ATHEROS COMMUNICATIONS INC [ATHR]
(Last)
(First)
(Middle)
C/O ATHEROS COMMUNICATIONS, INC., 5480 GREAT AMERICA PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Chief Accounting Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA CLARA, CA 95054		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 46,250
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) 03/13/2002(1) 03/12/2012 Common Stock 33,750 $ 1.72 D  
Employee Stock Options (right to buy) 03/12/2003(2) 03/11/2013 Common Stock 30,000 $ 1.72 D  
Employee Stock Options (right to buy)   (3) 01/13/2014 Common Stock 30,000 $ 9.333 D  
Employee Stock Options (right to buy)   (4) 04/20/2014 Common Stock 10,000 $ 15.24 D  
Employee Stock Options (right to buy)   (5) 01/20/2015 Common Stock 30,000 $ 10.03 D  
Employee Stock Options (right to buy)   (6) 01/18/2011 Common Stock 34,000 $ 14.38 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Torre David D
C/O ATHEROS COMMUNICATIONS, INC.
5480 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054		       VP & Chief Accounting Officer  

Signatures

Bruce P. Johnson, Attorney-in-fact 01/20/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) All of the options became exercisable on 3/13/2002. The shares underlying the options are subject to the issuer's right of repurchase that lapsed as to 2,813 of the shares on 2/18/2005, and lapses as to the remaining shares in 11 equal monthly installments beginning on 3/18/2005.
(2) All of the options became exercisable on 3/12/2003. The shares underlying the options are subject to the issuer's right of repurchase that lapsed as to 626 of the shares on 3/12/2003, and lapses as to the remaining shares in 47 equal monthly installments beginning on 3/18/2003.
(3) 20% of the options became exercisable on 1/14/2005; and the remaining options will become exercisable in 48 equal monthly installments beginning on 2/14/2005.
(4) 20% of the options became exercisable on 4/21/2005; and the remaining options will become exercisable in 48 equal monthly installments beginning on 5/21/2005.
(5) 25% of the options will become exercisable on 1/21/2006; and the remaining options will become exercisable in 36 equal monthly installments commencing on 2/21/2006.
(6) Options will become exercisable in 48 equal monthly installments commencing on 2/18/2006.

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