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 * BASKETT FOREST   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) 1119 ST. PAUL STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/31/2006 (Street) BALTIMORE, MD 21202 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 10/31/2006   J(1)   475 A (1) 10,931 I See Note 2 (2) Common Stock 10/31/2006   J(3)   108 A (3) 11,039 I See Note 2 (2)

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
BASKETT FOREST 1119 ST. PAUL STREET BALTIMORE, MD 21202	X

Signatures

/s/ Louis S. Citron, attorney-in-fact		11/02/2006
**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)	Pro-rata distribution by New Enterprise Associates 9, Limited Partnership ("NEA 9") to its partners for no consideration. The Reporting Person is a limited partner of NEA 9 through the Baskett-Bell Family Trust. The Reporting Person does not have voting and dispositive power over the securities owned by NEA 9. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Act of 1934, as amended, of such portion of these shares in which the Reporting Person has no actual pecuniary interest therein.
(2)	Shares owned by the Baskett-Bell Family Trust.
(3)	Pro-rata distribution by New Enterprise Associates 9, Limited Partnership ("NEA 9") to its partners for no consideration. The Reporting Person is a limited partner through the Baskett-Bell Family Trust of NEA Partners 9, Limited Partnership which is the general partner of NEA 9. The Reporting Person does not have voting and dispositive power over the securities owned by NEA 9. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Act of 1934, as amended, of such portion of these shares in which the Reporting Person has no actual pecuniary interest therein.
Remarks: In addition to the securities reported herein, the Reporting Person directly owns options for 7,500 common shares granted on May 19, 2004, options for 7,500 common shares granted on May 25, 2005, and options for 7,500 common shares granted on May 25, 2006.  These securities have been previously reported.

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