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 *
  Chu Hing
 2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2009		 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)
Vice President Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
02/02/2009
(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 15,600 (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) 03/13/2002(2) 03/12/2012 Common Stock 10,500 $ 1.72 D  
Employee Stock Options (right to buy) 08/13/2003(3) 08/12/2013 Common Stock 9,000 $ 1.987 D  
Employee Stock Options (right to buy)   (4) 08/19/2010 Common Stock 313 $ 7.75 D  
Employee Stock Options (right to buy)   (5) 09/02/2010 Common Stock 105 $ 7.91 D  
Employee Stock Options (right to buy)   (6) 06/23/2015 Common Stock 15,000 $ 8.89 D  
Employee Stock Options (right to buy)   (7) 08/25/2015 Common Stock 30,000 $ 10.37 D  
Employee Stock Options (right to buy)   (8) 09/12/2016 Common Stock 20,000 $ 17.36 D  
Employee Stock Options (right to buy)   (9) 02/01/2014 Common Stock 22,500 $ 24.4 D  
Employee Stock Options (right to buy)   (10) 02/12/2015 Common Stock 21,000 $ 27.37 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chu Hing
C/O ATHEROS COMMUNICATIONS, INC.
5480 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054		       Vice President Operations  

Signatures

Bruce P. Johnson - Attorney-in-fact 02/02/2009
**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) Includes 1,406 Restricted Stock Units that will vest and be settled in shares of Common Stock in 9 equal quarterly installments commencing February 2, 2009 and 4,550 Restricted Stock Units that will vest and be settled in shares of Common Stock in 13 equal quarterly installments commencing February 2, 2009.
(2) All of the options became exercisable on 3/13/02. The shares underlying the options are subject to the issuer's right of repurchase that lapsed as to 25% of the shares on 4/1/2003 and lapsed as to the remaining shares in 36 equal monthly installments beginning on 5/1/2003.
(3) All of the options became exercisable on 8/13/2003. The shares underlying the options are subject to the issuer's right of repurchase that lapsed as to 20% of the shares on 8/13/2004, and lapsed as to the remaining shares in 48 equal monthly installments beginning on 9/13/2004.
(4) 25% of the options became exercisable on 8/20/2005, and the remaining options became exercisable in 36 equal monthly installments beginning on 9/20/2005.
(5) 25% of the options became exercisable on 9/03/2005, and the remaining options became exercisable in 36 equal monthly installments beginning on 10/03/2005.
(6) 25% of the options became exercisable on 6/24/2006, and the remaining options become exercisable in 36 equal monthly installments beginning on 7/24/2006.
(7) 25% of the options became exercisable on 8/19/2006, and the remaining options become exercisable in 36 equal monthly installments beginning on 9/19/2006.
(8) The options become exercisable in 48 equal monthly installments commencing on 10/13/2006.
(9) The options become exercisable in 48 equal monthly installments commencing on 03/02/2007.
(10) The options become exercisable in 48 equal monthly installments commencing on 03/13/2008.

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