SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KEITEL WILLIAM E (Last) (First) (Middle) 5775 MOREHOUSE DR. (Street) SAN DIEGO CA 92121-1714 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol QUALCOMM INC/DE [ QCOM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/02/2004
	4. If Amendment, Date of 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

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	09/02/2004		M		56,000	A	$2.56	60,490(1)	D
Common Stock	09/02/2004		S		56,000	D	$38.02	4,490(1)	D
Common Stock	09/02/2004		M		34,400	A	$4.01	38,890(1)	D
Common Stock	09/02/2004		S		34,400	D	$38.02	4,490(1)	D

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 Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (right to buy)	$2.56(2)	09/02/2004		M			56,000	(3)	07/18/2006	Common Stock	56,000	$0	0(2)	D
Non-Qualified Stock Option (right to buy)	$4.01(4)	09/02/2004		M			34,400	(5)	12/04/2007	Common Stock	34,400	$0	13,600(4)	D

Explanation of Responses:

1. On July 12, 2004, QUALCOMM Incorporated declared a stock dividend, payable to all holders of record of common stock on July 23, 2004, of one share of common stock for each share of common stock outstanding. As a result, the reporting person's stock holdings reflect this stock dividend as of August 13, 2004.

2. On July 12, 2004, QUALCOMM Incorporated declared a stock dividend, payable to all holders of record of common stock on July 23, 2004, of one share of common stock for each share of common stock outstanding. As a result, pursuant to the anti-dilution provisions of QUALCOMM Incorporated's stock option plan, this stock option, which was previously reported as an option to purchase a total of 80,000 shares of common stock at an exercise price of $5.12 per share, was adjusted to reflect the stock dividend declared by QUALCOMM Incorporated on August 13, 2004.

3. The options vest as to 50% annually beginning on 7/19/00.

4. On July 12, 2004, QUALCOMM Incorporated declared a stock dividend, payable to all holders of record of common stock on July 23, 2004, of one share of common stock for each share of common stock outstanding. As a result, pursuant to the anti-dilution provisions of QUALCOMM Incorporated's stock option plan, this stock option, which was previously reported as an option to purchase a total of 40,000 shares of common stock at an exercise price of $8.02 per share, was adjusted to reflect the stock dividend declared by QUALCOMM Incorporated on August 13, 2004.

5. The options vest as to one-third annually beginning on 12/5/00.

	By: Noreen E. Burns, Attorney-in-Fact For: William E. Keitel	09/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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