Ownership Submission
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)
09/22/2005
(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 09/20/2005 09/20/2005 J(1)   1,033,785 D (1) 0 I By Foundation Capital II, L.P. (6)
Common Stock 09/20/2005 09/20/2005 J(2)   1,203,885 D (2) 0 I By Foundation Capital Leadership Fund, L.P. (7)
Common Stock 09/20/2005 09/20/2005 J(3)   237,562 D (3) 0 I By Foundation Capital II Entrepreneurs Fund, LLC (6)
Common Stock 09/20/2005 09/20/2005 J(4)   119,282 D (4) 0 I By Foundation Capital II Principals Fund, LLC (6)
Common Stock 09/20/2005 09/20/2005 J(5)   32,105 D (5) 0 I By Foundation Capital Leadership Principals Fund, LLC (7)
Common Stock 09/20/2005 09/20/2005 J(1)(2)(3)(4)   52,085 A (1) (2) (3) (4) 82,709 I By The Elmore Living Trust (8)
Common Stock 09/20/2005 09/20/2005 J(5)   16,052 A (5) 16,052 I By Elmore Family Investments (9)

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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   09/22/2005
**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) In kind distribution. On 09/20/2005, Foundation Capital II, L.P. distributed 1,033,785 shares of stock to its partners through which Mr. Elmore received 2,194 shares indirectly as Trustee of the Elmore Living Trust U/T/A 7/27/90.
(2) In kind distribution. On 09/20/2005, Foundation Capital Leadership Fund, L.P. distributed 1,203,885 shares of stock to its partners through which Mr. Elmore received 2,178 shares indirectly as Trustee of the Elmore Living Trust U/T/A 7/27/90.
(3) In kind distribution. On 9/20/2005, Foundation Capital II Entrepreneurs Fund, LLC distributed 237,562 shares of stock to its partners through which Mr. Elmore received no shares.
(4) In kind distribution. On 9/20/2005, Foundation Capital II Principals Fund, LLC distributed 119,282 shares of stock to its partners through which Mr. Elmore received 47,713 shares indirectly as Trustee of the Elmore Living Trust U/T/A 7/27/90.
(5) In kind distribution. On 9/20/2005, Foundation Capital Leadership Principals Fund, LLC distributed 32,105 shares of stock to its partners through which Mr. Elmore received 16,052 shares indirectly as a General Partner of Elmore Family Investments, L.P.
(6) 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.
(7) 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.
(8) Shares held by William B. Elmore as Trustee of the Elmore Living Trust U/T/A 7/27/90.
(9) Shares held by William B. Elmore as a General Partner of Elmore Family Investments, L.P.

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