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 *
  HARRIS CHARLES E
2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2010
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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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 164,935 (1)
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) 12/15/2009(2) 07/26/2017 Common Stock 20,563 $ 38.3 D  
Employee Stock Options (right to buy) 12/15/2009(2) 02/26/2019 Common Stock 31,225 $ 8.41 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HARRIS CHARLES E
C/O ATHEROS COMMUNICATIONS, INC.
5480 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054
  X      

Signatures

Bruce P. Johnson, Attorney-in-fact 01/25/2010
**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) Received in connection with the merger of Intellon Corporation ("Intellon") into the Issuer (the "Merger") on December 15, 2009, in exchange for (a) 1,042,806 shares of Intellon common stock, which converted into common stock of the Issuer at an exchange ratio of 0.134412; (b) 32,830 shares of Intellon common stock, which converted into common stock of the Issuer at an exchange ratio of 0.145039; and (c) 74,940 restricted stock units of Intellon, which converted into restricted stock units of the Issuer at an exchange ratio of 0.267008 and which vested in full immediately upon the Merger.
(2) Received in connection with the Merger on December 15, 2009, in exchange for employee stock options to acquire (a) 82,320 shares of Intellon common stock at an exercise price of $9.5664 per share; and (b) 125,000 shares of Intellon common stock at an exercise price of $2.10 per share. The exchange ratio was 0.2498. The options vested in full immediately upon the Merger.

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