10-Q/A

                       UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC  20549

FORM  10-Q/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

    For the quarterly period ended January 27, 1996

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

    For the transition period ended....to......................
    Commission file number...........0-4187....................

AMATI COMMUNICATIONS CORPORATION
(Formerly ICOT Corporation)
(Exact name of registrant as specified in its charter)


Delaware                                             94-1675494
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                       Identification No.)


2043 Samaritan Drive,                               CA  95124
(Address of Principal Executive Offices)            (Zip Code)


Registrant's telephone number, including area code:(408) 879-2000




Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing  requirements for at least the past 90 days.

                      YES  X                    NO

Number of shares outstanding of each of the issuer's classes of common stock: 
As of September 9, 1996, 16,385,994 shares of Registrant's Common Stock 
were outstanding.



PART II.  OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

Exhibits

+10.16*  License Agreement dated January 1, 1992 between Registrant and
         Stanford University and University Ventures II, a California limited
         investment partnership, is filed as Exhibit 10.16  hereto.

+10.17   License Agreement dated March 16, 1995 between Registrant and Motorola
         is filed as Exhibit 10.17 hereto.

 10.18*  Employment Agreement dated May 5, 1995 with Dr. John Cioffi is
         filed as Exhibit 10.18 hereto.

+ Confidential treatment has been requested with respect to specific portions
  of this exhibit.

* Previously filed

Reports on Form 8-K

The Company filed a Current Report on Form 8-K for November 28, 1995, as 
amended, relating to the acquisition of the former Amati Communications 
Corporation.

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                  AMATI COMMUNICATIONS CORPORATION
                                            (Registrant)

Dated:  September 10, 1996          /S/        TERRY MEDEL
                                    ---------------------------------------
                                    Terry Medel
                                    Controller, Treasurer, Secretary and
                                    Chief Accounting Officer

EX-10.17

                             EX-10.17


CONFIDENTIAL TREATMENT REQUESTED BY AMATI COMMUNICATIONS CORPORATION AGREEMENT

THIS AGREEMENT, effective as of the date of the last signature hereto, is 
entered into by and between MOTOROLA, Inc., a Delaware corporation, having an 
office at 3501 Ed Bluestein Blvd., Austin, Texas 78721 (hereinafter called 
"MOTOROLA"), and Amati Communications Corporation, a California corporation, 
having an office at 1975 El Camino Real West, Mountain View, California 94040 
(hereinafter called "AMATI").  MOTOROLA or AMATI may be referred to herein as 
a Party or the Parties, as the case may require.

WHEREAS AMATI has proprietary technology and design expertise relating to 
Asymmetric Digital Subscriber Loop (ADSL) using Discrete Multitone (DMT) line 
code, and is believed to be in rightful possession of certain proprietary 
rights in such technology;

WHEREAS MOTOROLA desires to obtain licenses and other rights from AMATI with 
regard to the aforementioned proprietary rights in order to manufacture and 
sell integrated circuits based thereon; and

WHEREAS AMATI recognizes the particular qualifications of MOTOROLA and 
desires to assist MOTOROLA in the development of such integrated circuits, 
and desires that MOTOROLA become a source for such integrated circuits.

NOW, THEREFORE, MOTOROLA and AMATI agree as follows:

Section 1 - Definitions

Terms in this Agreement, other than names of the Parties hereto, which appear 
in capital letters, shall have the following meanings:

1.1 AMATI PATENTS shall mean all classes or types of patents, utility models, 
and design patents of all countries of the world, arising out of inventions 
made by employees of AMATI, the applications for which have a first effective 
filing date in any country prior to the date of expiration or termination of 
this Agreement, or which Patents may, prior to or during the term of this 
Agreement, be acquired by or become under the control of AMATI, or become 
licensable by AMATI, and under which and to the extent to which and subject 
to the conditions under which AMATI or any successor may have, as of the 
effective date of this Agreement, or at the date of acquisition with respect 
to patents acquired by or after the effective date of this Agreement, the 
right to grant licenses of the scope granted herein. AMATI PATENTS include, 
but are not limited to 1) patents listed in Appendix B and 2) patents issuing 
from patent application based on those listed in 




Appendix B.

1.2 DERIVATIVE  PRODUCTS shall mean integrated circuits designed by MOTOROLA 
using TECHNICAL INFORMATION OF AMATI.

1.3 INTERIM CHIP SET shall mean the ADSL chip set designed by AMATI which 
complies with the specifications in Appendix A, and which is intended to 
serve as an interim solution to ADSL applications until the LICENSED PRODUCT 
is introduced by MOTOROLA.

1.4 LICENSED PRODUCTS shall mean ADSL integrated circuits including but not 
limited to the transceiver chip or chip set designed by MOTOROLA under this 
Agreement which utilize TECHNICAL INFORMATION OF AMATI, and which integrated 
circuits are in substantial compliance with the T1/E1.4 standard, or as 
amended, and are further defined in the specifications in Appendix A, 
attached hereto and made a part hereof.

1.5 TECHNICAL INFORMATION OF AMATI shall mean circuitry, algorithms, 
documentation, and other know-how pertaining to the subject of this 
Agreement, and which is provided to MOTOROLA by AMATI pursuant to this 
Agreement or pursuant to a previously executed non-disclosure agreement.

1.6 SUBSIDIARY shall mean any Corporation, Company or other entity more than 
fifty percent (50%) of whose outstanding share of stock entitled to vote for 
the election of Directors (other than any shares of stock whose voting rights 
are subject to restriction) are owned or controlled by either Party hereto, 
directly or indirectly, now or hereafter during the term of this Agreement, 
but only for so long as such ownership or control exists.

Section 2 - Licenses

2.1 AMATI grants and agrees to grant MOTOROLA and its SUBSIDIARIES a 
worldwide, nonexclusive, nonassignable, irrevocable (subject to Section 6.5), 
royalty bearing right and license, without the right to grant sublicenses, 
under TECHNICAL INFORMATION OF AMATI to design, manufacture, have 
manufactured, use, lease, sell, or otherwise dispose of LICENSES PRODUCTS and 
DERIVATIVE PRODUCTS.  No patent license is granted or implied by this section 
2.1.

2.2 AMATI grants and agrees to grant to MOTOROLA and its SUBSIDIARIES a 
worldwide, nonexclusive, nonassignable, irrevocable (subject to Section 6.5), 
royalty bearing right and license, without the right to grant sublicenses, 
under AMATI PATENTS to design, manufacture, have manufactured, use, lease, 
sell, or otherwise dispose of LICENSED PRODUCTS.

2.3 AMATI grants to MOTOROLA a worldwide, nonexclusive, nonassignable, 
irrevocable (subject to Section 6.5), royalty free, right and license, 
without the right to grant sublicenses, under AMATI's applicable copyrights, 
to copy, use, sell and distribute to customers or potential customers copies 
of data sheet documentation transferred hereunder.

2.4 MOTOROLA grants to AMATI a worldwide, nonexclusive, nonassignable, 
irrevocable(subject to section 6.6), royalty free right and license, without 



the right to grant sublicenses, under MOTOROLA's Trellis Code patents 
numbered 4,755,998, 4,713,817, and 4,700,349 to have manufactured, use, 
lease, sell or otherwise dispose of the INTERIM CHIP SET until twelve (12)  
months after MOTOROLA's first sale of the LICENSED PRODUCT, or until January 
1, 1998 whichever occurs first.


2.5 Except as provided for in this Section 2, no other licenses are granted 
herein.

Section 3 - Transfer of TECHNICAL INFORMATION OF AMATI and Joint Design 
Activity

3.1 MOTOROLA acknowledges that AMATI has transferred certain AMATI TECHNICAL 
INFORMATION to MOTOROLA under one or more previously executed non-disclosure 
agreements.  Additional AMATI TECHNICAL INFORMATION may be transferred under 
this Agreement upon request by MOTOROLA as necessary to carry out the design 
of the LICENSED PRODUCT.

3.2 Upon MOTOROLA's reasonable request, AMATI shall provide assistance to 
MOTOROLA in the understanding of the TECHNICAL INFORMATION OF AMATI during 
the design phase of the LICENSED PRODUCT.  Such assistance shall include:

3.2.1 Technical review of MOTOROLA specifications for the LICENSED PRODUCT;

3.2.2 Sharing of knowledge about performance and interface requirements of 
the ADSL/DMT system [***CONFIDENTIAL MATERIAL***]

3.2.3 Details about the DMT algorithms required for 
ADSL.[***CONFIDENTIAL MATERIAL***]

3.2.4 Access to AMATI engineers on an as-needed 
basis,[***CONFIDENTIAL MATERIAL***]

3.3 Until [***CONFIDENTIAL MATERIAL***] AMATI shall also provide its 
services, facilities and equipment for evaluating and characterizing 
prototypes of the LICENSED PRODUCT. This includes the hardware and software 
support in testing the LICENSED PRODUCT, and design support for any revisions 
of such prototypes required after characterization, evaluation, and board 
level checkout.

3.4 Representatives and personnel of each Party, during the time they are 
present on the premises of the other Party, shall be subject to all rules and 
regulations prevailing on such premises.  Each Party shall be responsible for 
the payment of all compensation and expense of its respective representatives 
and personnel.  None of the representatives or personnel of either Party 
shall be considered, for any reason, to be an employee of the other.

3.5 Each party agrees that if any person connected with it, or assigned by it 
to work hereunder, or his legal representative, shall present any claim or 
institute any suit or action against the other Party, or their directors, 
officers, agents or employees, for any property damage or personal injury, 



including death, connected with, related to, or arising out of the 
performance of this Agreement, the Party associated with such a person shall 
defend and indemnify the other Party, and their directors, officers, agents 
and employees, against any and all such claims, suits or actions.

3.6 Amati has no obligation to provide any software under this agreement.

Section 4 - Compensation

4.1 For the rights granted in Section 2 MOTOROLA agrees to pay AMATI a 
running royalty on MOTOROLA'S Net Sales of LICENSED PRODUCTS of 
(i)[***CONFIDENTIAL MATERIAL***] per cent for [***CONFIDENTIAL MATERIAL***] 
years after the effective date of the agreement, (ii) 
[***CONFIDENTIAL MATERIAL***] per cent for a [***CONFIDENTIAL MATERIAL***] 
year period beginning on the [***CONFIDENTIAL MATERIAL***] year after the 
effective date of the Agreement, and (iii) a negotiated royalty rate to be 
added to the [***CONFIDENTIAL MATERIAL***] per cent 
[***CONFIDENTIAL MATERIAL***] per cent in (ii) above for use of the group [] 
patents for the [***CONFIDENTIAL MATERIAL***] year period beginning on the 
[***CONFIDENTIAL MATERIAL***] year after the effective date of the Agreement, 
such negotiated royalty rate not to exceed [***CONFIDENTIAL MATERIAL***] 
percent. Furthermore, if AMATI should charge any third party only a running 
royalty and such running royalty is less than that charged to Motorola in 
this Section 4.1 for a licenses under AMATI PATENTS to make ADSL products, 
the royalty herein shall be reduced to equal such lower value. Should any 
other compensation terms under AMATI PATENTS to make ADSL products in the 
aggregate be more favorable to a third party than to MOTOROLA, then AMATI 
shall notify MOTOROLA of such terms, and if MOTOROLA desires, then the 
parties shall negotiate terms comparable to that given to the third party.

4.2 MOTOROLA agrees to pay AMATI an advance against future royalties in the 
form of [***CONFIDENTIAL MATERIAL***] monthly payments of 
[***CONFIDENTIAL MATERIAL***] each, beginning within thirty (30) days after 
the execution of this Agreement; provided that [***CONFIDENTIAL MATERIAL***] 
of the royalties accrued against the LICENSED PRODUCT shall be credited 
toward such advance until the [***CONFIDENTIAL MATERIAL***] have been 
recovered by MOTOROLA.

4.3 For purposes of this Section 4, Net Sales of LICENSED PRODUCTS shall be 
determined as follows:

4.3.1  With respect to LICENSED PRODUCTS sold in normal arm's length 
       commercial transactions between parties which are not in affiliation, 
       the Net Sales shall be [***CONFIDENTIAL MATERIAL***].

4.3.2  With respect to LICENSED PRODUCTS used, leased or otherwise disposed 
       of, or sold either in sales between parties which are in affiliation 
       or in other than such normal arm's length commercial transactions, by 
       MOTOROLA, the Net Sales shall be [***CONFIDENTIAL MATERIAL***].

4.3.3  In determining Net Sales, MOTOROLA may deduct from the selling price, 
       equivalent thereof, or fair market value, as the case may be, of 
       LICENSED PRODUCTS, the amount of any sales taxes or any tax equivalent 
       thereto, payable by MOTOROLA with respect to any such LICENSED 
       PRODUCT, to the extent that the amount of any such tax is included in 
       the selling price, equivalent thereof or fair market value, as the 
       case may be, of such LICENSED PRODUCT, and if separately determinable 
       from the records and books of account of MOTOROLA.

4.4 LICENSED PRODUCTS shall be considered as used, sold, leased or otherwise 
disposed of as the case may be, when billed out, delivered, shipped or mailed 
to a customer, or when used, or set aside (excluding inventory manufactured 
for sale) for future use by MOTOROLA, whichever shall first occur.

4.5 A royalty payment shall accrue when LICENSED PRODUCT is delivered by 
MOTOROLA to customers in any form or combination, whether or not payment 
therefore is actually received by MOTOROLA.

4.6 With respect to the royalty set forth in this Section 4, MOTOROLA shall 
keep full, clear and accurate records with respect to LICENSED PRODUCT 
subject to royalty. These records shall be retained for a period of three (3) 
years from date of payment notwithstanding the expiration or other 
termination of this Agreement. AMATI shall have the right through a mutually 
agreed upon independent certified public accountant and at its expense, to 
examine and audit, not more than once a year, and during normal business 
hours, all such records and such other records and accounts as may under 
recognized accounting practices contain information bearing upon the amount 
of royalty payable to AMATI under this Agreement. Prompt adjustment shall be 
made to correct for any errors and/or omissions disclosed by such examination 
or audit. In the event that an audit discloses an error greater than 
[***CONFIDENTIAL MATERIAL***] of the amount due AMATI, and if such error is 
in MOTOROLA's favor, then MOTOROLA shall pay the reasonable expenses of such 
audit. Neither such right to examine and audit nor the right to receive such 
adjustment shall be affected by any statement to the contrary appearing on 
checks or otherwise, unless such statement appears in a letter, signed by 
MOTOROLA, and delivered to AMATI, and AMATI then expressly waives such right 
to examine and audit.

4.7 Within forty five (45) days after the end of each quarterly period 
ending on March 31, June 30th, September 30th, and December 31st, commencing 
with the quarterly period ending March 31, 1996, and continuing thereafter 
until all royalties payable hereunder shall have been reported and paid, 
MOTOROLA shall furnish to AMATI a statement in suitable form certified by a 
responsible representative showing all said products subject to royalties 
which were sold, leased, or put into use during such quarterly, period, and 
the amount of royalty payable thereon. If no products subject to royalty have 
been sold, leased, or put into use, that fact shall be shown on such 
statement. Also, within such forty five (45) days MOTOROLA shall pay to AMATI 
the royalties payable hereunder for such quarterly period. Such payments 
shall be in United States Dollars, and any conversion from foreign currency 
shall be in accordance with standard accounting practices. 

Section 5 - Commitments

5.1 MOTOROLA agrees to design, manufacture, and sell the LICENSED PRODUCT on
the open market,[***CONFIDENTIAL MATERIAL***]

5.2 MOTOROLA  agrees to sell the LICENSED PRODUCT to AMATI 
[***CONFIDENTIAL MATERIAL***]

5.3 AMATI agrees to perform conformance testing of the LICENSED PRODUCT
samples provided to AMATI by MOTOROLA under Section 5.1, and assist MOTOROLA
in modifying such LICENSED PRODUCT to conform to the ANSI T1E1.4 standard for
ADSL in the event of nonconformance.

5.4 MOTOROLA and AMATI  both agree to participate in the ANSI T1E1.4
standards activities.

5.5 MOTOROLA and AMATI agree to meet to discuss the possibility of engaging
in other mutually beneficial relationships regarding the use of DMT.

Section 6 - Term, Termination and Assignability



6.1 This Agreement shall become effective as of the last signature date
hereto, and shall remain in effect until termination of MOTOROLA's obligation
to pay royalties pursuant to Section 4.1 or termination under this Section 6.

6.2 If either Party shall at any time default in rendering any of the
statements required hereunder, or in the payment of any monies due hereunder,
or in fulfilling any of the other obligations or conditions hereof, and such
default shall not be cured within forty five (45) days after written notice
from the complaining Party to the defaulting Party specifying the nature of
the default, the complaining Party shall have the right to cancel this
Agreement by giving written notice of cancellation to the defaulting Party
and, upon giving of such notice of cancellation this Agreement shall terminate
on the thirtieth (30th) day after such notice is given.  The defaulting Party
shall have the right to cure any such default up through but not after the day
of termination.  In the event of a cure of the default, such cure shall be
considered as effective retroactively to the date of notice thereof.

6.3 This Agreement is personal to each of the Parties hereto and either Party
shall have the right to cancel this Agreement by giving written notice of
cancellation to the other Party at any time upon or after:  1) the filing by
the other Party of a petition in bankruptcy or insolvency; 2) any adjudication
that the other Party is bankrupt or insolvent; 3)) the filing by the other
Party under any law relating to bankruptcy or insolvency; 4) the appointment
of a receiver for all or substantially all of the property of the other
Party; 5) the making by the other Party of any assignment or attempted
assignment of this Agreement for the benefit of creditors; or 6) the
institution of any proceedings for the liquidation of winding up of the other
Party's business r for the termination of its corporate charter.  Upon the
giving of such notice of cancellation, this Agreement shall be terminated
forthwith.

6.4 This Agreement and any rights or licenses granted herein are personal to
each Party and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; provided, however, that
neither Party shall assign any of  its rights or privileges hereunder without
the prior written consent of the other Party except to a successor in ownership
of all the relevant assets of the assigning Party, which successor shall
expressly assume in writing the performance of all terms and conditions of
this Agreement to be performed by the assigning party.  Any attempted
assignment in derogation of the foregoing shall be null and void and shall
automatically terminate all rights of the assigning Party under this Agreement.

6.5 If this Agreement is canceled by AMATI in accordance with Section 6.2 or
6.3, the license to MOTOROLA of Section 2.1 shall terminate.  MOTOROLA  shall
agree, and hereby does agree to hold all Confidential Information of AMATI
(as defined herein) in confidence under the terms and conditions set forth
herein in Section 7.

6.6 If this Agreement is canceled by MOTOROLA in accordance with Section
6.2 or 6.3 any  MOTOROLA Confidential Information previously transferred to
AMATI shall be returned to MOTOROLA forthwith, all licenses granted to AMATI



shall cease, and all licenses of Section 2 granted to MOTOROLA shall continue
and any continuing compensation for the licenses of Section 2 shall be reduced
from those described in Section 4 commensurate with the damages to Motorola.
Any  such reduction does not preclude Motorola from pursuing any other
remedies or compensation for damages which may have occurred as a result of
a breach of the agreement by AMATI.  AMATI shall agree, and hereby does agree
to hold all Confidential Information of MOTOROLA in confidence under the terms
and conditions set forth herein in Section 7.

6.7 No termination of this Agreement shall release either Party from any of
its obligations of Sections 7 and 8, nor its obligations to furnish
statements, to pay compensation, and to permit the inspections of records,
files and books of account.

6.8 No failure or delay on the part of either Party in exercising its right
of termination hereunder for any one or more causes shall be construed to
prejudice its right of termination  for such or for any other or subsequent
cause.

6.9 The rights and obligations of Sections 2, 4 and 7 shall survive expiration
of this Agreement.

6.10 MOTOROLA may terminate this Agreement, which terminates all licenses
under Section 2 and obligations to make payments to AMATI under Section 4
as of the effective date of the termination, at any time with 60 days notice
prior to the effective date of the termination except that termination shall
not be effective prior to December 31, 1995.

Section 7 - Confidentiality

7.1 It is the intention of  AMATI and MOTOROLA to transfer and/or exchange
information as may be essential for the accomplishment of  the intended
purpose of this Agreement.  Such information may be disclosed in oral,
written, or graphic form, or in the form of a computer program or database
in machine-readable form, and will include MOTOROLA Confidential Information
and TECHNICAL INFORMATION OF AMATI.

7.2 Each Party shall designate of or more Documentation Managers. The
responsibility of the Documentation Managers for each Party will be to control
the exchange of information between the Parties, and to monitor within their
company the distribution of  information received from the other Party to those
who have a need to know.  The Documentation Managers for each Party shall also
arrange conferences and visitations between personnel of the respective
Parties, maintain pertinent records and the like, and acknowledge the receipt
from the other Party of all information.

7.3 With respect to information which is confidential to a Party hereto, when
such is disclosed in writing and accepted, such writing will state the date
of disclosure, that the information contained therein is confidential, that
it is being disclosed pursuant to this Agreement, and will contain an
appropriate legend, such as "Motorola Confidential Proprietary" or "AMATI
Confidential Proprietary".  If such disclosure is orally and/or visually made,



it shall be identified at the time of disclosure as being confidential and
shall be confirmed in a written resume within twenty (20) days following
such disclosure.  The resume will specifically point out that which is
confidential in sufficient detail to allow the receiving Party to identify
that information deemed to be confidential.  Such resume will also contain
an appropriate legend as set forth above.  When such disclosure is in graphic
form or in the form of a computer program or database, it shall be identified
as confidential by a label with an appropriate legend or by notice of the
confidential nature of the information appearing in machine-readable form in
the program or database.

7.4 Except as provided hereinafter, for a period of five (5) years from the
date of receipt of the Confidential Information of the disclosing Party, as
measured from the date of first receipt under this Agreement, the receiving
Party agrees to use the same care and discretion, but at least reasonable care
and discretion, to avoid disclosure, publication, or dissemination of received
"Motorola Confidential Proprietary" or "AMATI Confidential information", as
the case may be, outside the receiving Party as the receiving Party employs
with similar information of its own which it does not desire to publish,
disclose, or disseminate.  If the Confidential Information of the disclosing
Party was first received under any other agreement previously entered into by
the Parties relating to the subject matter of this Agreement, the period of
confidentiality shall be as specified in that previous agreement and shall
be measured from the date of first receipt under that previous agreement.

7.5 Disclosure of any information which is confidential to a Party hereto
shall not be precluded if such disclosure is:

7.5.1 in response to a valid order of a court or other governmental body
of the United or any political subdivision thereof; provided, however,
that disclosing Party shall first have made a good faith effort to obtain a
protective order requiring that the information and/or documents so disclosed
be used only for the purpose for which the order was issued; or

7.5.2 otherwise required by any law, provided that the disclosure is limited
to the extent required to comply with such law.

7.6The obligations specified above in Section 7.4 will  not apply to any
information which is confidential to a Party hereto, that:

7.6.1 is already in possession of the receiving Party without obligation of
confidence;

7.6.2 is independently developed by the receiving Party;

7.6.3 is or becomes publicly available without breach of this Agreement;

7.6.4 is rightfully received by the receiving Party from a third party;

7.6.5 is released for disclosure by the disclosing Party with its written
consent; or,



7.6.6 is inherently disclosed in the use, lease, sale or other distribution
of any product or service licensed hereunder, or documentation therefor, by
or for the receiving Party such product not having been designed for the
purpose of such disclosure.

7.7 It is expressly understood that any drawings, blueprints, descriptions,
or other papers, resumes, documents, tapes, or any other media and all copies
and derivatives thereof shall remain the property of the disclosing Party,
and the receiving Party is authorized to use those materials only within the
scope of this Agreement.

Section 8 - Inventions

Ownership of any new inventions conceived or first reduced to practice in
developing the LICENSED PRODUCT hereunder shall be the property of the Party
employing the inventor thereof.  In the event any invention is conceived
jointly by at least one employee of each of the Parties hereto, such invention
shall be jointly owned, and may be made, licensed, used and sold by and for
either Party without the consent of and without accounting to the other Party.
In the event of joint authorship of software, such software shall be jointly
owned, and may be made, licensed, and used by and for either Party without
the consent of and without accounting to the other Party.

Section 9 - Publication

All notices to third parties and all other publicity concerning the terms
and conditions of this Agreement shall be jointly planned and coordinated
by the Parties.  Neither of the Parties shall act unilaterally in this regard
without the prior written approval of the other Party, which approval,
however, shall not unreasonably be withheld.

Section 10 - Warranties and Indemnities

10.1 AMATI and MOTOROLA represent that the terms and conditions of this
Agreement do not violate their respective Articles of Incorporation or
By-Laws and do not conflict with any other agreements to which they are a
party or by which they are bound, and AMATI represents that it has ownership
the the TECHNICAL INFORMATION OF AMATI or the right to transfer such TECHNICAL
INFORMATION OF AMATI to MOTOROLA, and has the right to grant the licenses of
Section 2 hereof.

10.2 In the event of a suit against AMATI based upon a claim that any portion
of the LICENSED PRODUCT contributed by MOTOROLA directly infringes a U.S.
patent, a copyright, a registered mask work, or a trade secret MOTOROLA agrees
to defend AMATI at MOTOROLA's expense, and to pay costs and damages finally
awarded in any such suit, provided that MOTOROLA is notified promptly in
writing of the suit and at MOTOROLA's request and at its expense is given
control of the suit and all requested reasonable assistance for defense of
same.  If the use or sale of any portion of the LICENSED PRODUCT contributed
by MOTOROLA hereunder is enjoined as a result of such suit, MOTOROLA, at its
sole option and at no expense at AMATI, shall obtain for AMATI the right to
use and sell the LICENSED PRODUCT, or shall make a modification of the



LICENSED PRODUCT so that the LICENSED PRODUCT is no longer subject to
enjoinment, or shall terminate this AGREEMENT with five (5) days written
notice with all licenses contained in the AGREEMENT terminating.  This section
10 describes MOTOROLA's sole obligations for claims of infringement of the
LICENSED PRODUCT.

10.3 In the event of a suit against MOTOROLA based upon a claim that any
portion of the LICENSED PRODUCT contributed by AMATI directly infringes a
U.S. patent, a copyright, a registered mask work, or a trade secret AMATI
agrees to defend MOTOROLA at AMATI's expense, and to pay costs and damages
finally awarded in any such suit, provided that AMATI is notified promptly in
writing of the suit and at AMATI's request and at its expense is given control
of the suit and all requested reasonable assistance for defense of same.  If
the use or sale of any portion of the LICENSED PRODUCT contributed by AMATI
hereunder is enjoined as a result of such suit, AMATI, at its sole option and
at no expense to MOTOROLA, shall obtain for MOTOROLA the right to manufacture,
use, and sell the LICENSED PRODUCT, or shall make a modification of the
LICENSED PRODUCT so that the LICENSED PRODUCT is no longer subject to
enjoinment, or shall terminate this AGREEMENT with five (5) days written
notice with all licenses contained in the AGREEMENT terminating.  In the event
that AMATI chooses to modify the LICENSED PRODUCT pursuant  to this section
9.4, and such modifications are not acceptable to MOTOROLA, MOTOROLA at its
sole option may terminate this AGREEMENT  with five (5) days written notice
with all licenses contained in the AGREEMENT terminating.  This section 10
describes AMATI's sole obligations for claims of infringement of the LICENSED
PRODUCT.

10.4 NEITHER PARTY MAKES ANY WARRANTY AS TO THE ACCURACY (EXCEPT AS STATED
IN SECTION 10.1), SUFFICIENCY, OR SUITABILITY FOR THE OTHER'S USE OF ANY
TECHNICAL INFORMATION OR ASSISTANCE PROVIDED HEREUNDER FOR THE MANUFACTURE,
OR THE YIELD FROM THE MANUFACTURE

THEREOF, OR FOR THE QUALITY OF SUCH PRODUCT MADE THEREBY, AND ASSUMES NO
RESPONSIBILITY OR LIABILITY FOR LOSS OR DAMAGES, WHETHER DIRECT, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL, WHICH MIGHT ARISE  OUT OF THE OTHER'S  USE
THEREOF, WHICH SHALL BE ENTIRELY AT THE USER'S RISK AND PERIL.

10.5 AMATI  represents that, as of the effective date of this Agreement, it
knows of no TECHNICAL INFORMATION OF AMATI embodied in the LICENSED PRODUCT
which infringes any intellectual property of any other party, and that to the
best of its knowledge, such TECHNICAL INFORMATION OF AMATI  does not infringe
any intellectual property.

Section 11 - General Provisions

11.1 This Agreement, and the Appendices attached hereto and made a part
hereof, embody the entire understanding of the Parties with respect to the
subject matter contained herein and shall supersede all previous



communications, representations of understandings, either oral or written,
between the Parties relating to the subject matter hereof.  No amendment or
modification of this Agreement shall be valid or binding upon the Parties
unless signed by their respective, duly authorized officers.

11.2 Nothing contained in this Agreement shall be construed as:

11.2.1 conferring any rights to use in advertising, publicity, or other
marketing activities any name, trademark, or other designation of either
Party hereto, including any    contraction, abbreviation, or simulation  of
any of the foregoing, provided such restriction  shall not apply to device
identification numbers and descriptions; or

11.2.2conferring by implication, estoppel, or otherwise upon either Party
hereunder any license or other right except the licenses and rights expressly
granted hereunder to a Party hereto; or

11.2.3 a warranty or representation that the manufacture, sale, lease, use,
or other disposition of systems,  processes, circuits, devices, software, and
products hereunder will be free from infringement of intellectual property
rights of third parties, including patents, utility models, design patents,
copyrights, and rights in mask works; or

11.2.4 limiting the rights which a Party has outside the scope of this
Agreement.

11.3 All notices required or permitted to be given hereunder (except for
notices to be addressed to the Documentation Managers) shall be in writing
and shall be valid and sufficient if dispatched by certified mail, return 
receipt requested, postage prepaid, in any post office in the

United States, or in the case of international delivery, dispatched by a
delivery service providing a receipt of delivery, addressed as follows:

If to MOTOROLA:                                      If to AMATI:

Motorola, Inc                                    Amati Communications Corp.
3501 Ed Bluestein Blvd.                          1975 El Camino Real West
Austin, TX  78721                                Suite 303
                                                 Mountain View, CA  94040
Attn:  Intellectual Property Department          Attn:  President

Either Party may change its address by a notice given to the other Party in
the manner set forth above.  Notices given as herein provided shall be
considered to have been given seven (7) days after the mailing thereof.

11.4 Anything contained in this Agreement to the contrary notwithstanding, the
performance of the obligations of the Parties hereto shall be subject to all
laws, both present and future, of any government having jurisdiction over the
Parties hereto, and to orders, regulations, directions, or requests of any
such government, or any department, agency, or corporation thereof, and to any
contingencies resulting from war, acts of public enemies, strikes, or other
labor disturbances, fires, floods, acts of God, or any causes of like or




different kind beyond the control of the Parties, and the Parties hereto shall
be excused from any failure to perform or any delay in the performance of any
obligation hereunder to the extent such failure or delay is caused by any such
law, order, regulation, direction, request, or contingency.

11.5 Any failure or delay on the part of either Party in the exercise of any
right or privilege hereunder shall not operate as a waiver thereof, nor shall
any single or partial exercise of any such right or privilege preclude other
or further exercise thereof or of any other right or privilege.

11.6 If any provisions of this Agreement shall be held to be invalid, illegal,
or unenforceable, this Agreement shall remain in effect excluding such
invalid, illegal, or unenforceable provisions.

11.7 MOTOROLA and AMATI, both agree not to export or reexport, or cause to
be exported or reexported, any technical data (including any TECHNICAL
INFORMATION) received hereunder, or the direct product of such technical
data, to any country to which, under the laws of the United States, both
Parties are or may be prohibited from exporting its technology or the direct
product thereof.

11.8 The captions used in this Agreement are for convenience only and are not
to be used in interpreting the obligations of the Parties under this Agreement.

11.9 The applicable law governing any cause of action arising out of this
Agreement, or the performance by either Party hereto, shall be governed by
the laws of the State of New York, U.S.A.

11.10 Nothing contained herein, or done in pursuance of this Agreement, shall
constitute the Parties as entering upon a joint venture or shall constitute
either Party hereto the agent for the Other Party for any purpose or in any
sense whatsoever.

11.11 The Parties agree that any disputes which arise out of or are based upon
this Agreement shall be subject to mediation before any legal or administrative
process may be initiated by either Party, except disputes relating to
intellectual property which by their nature require immediate or extraordinary
relief.  The Parties agree to cooperate in good faith in the selection of a
mediator, and to share equally any costs incurred in the mediation process.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the last date written below.

MOTOROLA, INC.                           AMATI

By:                                      By:
Signature                                Signature
Name:  Pete Bingham                      Name:  James F. Ottinger

Title: Corporate Vice President and      Title: President and CEO
        General Manager                  
        MOS Digital-Analog IC Division



Date:                                    Date



By:
(Signature)
James W. Gillman
Senior Vice President and Director,
Patents, Trademarks and Licensing

Date:



APPENDIX A
LICENSED PRODUCT SPECIFICATIONS

(See attached document)

                [* * * CONFIDENTIAL MATERIAL * * *]


APPENDIX B
AMATI PATENTS AND PATENT APPLICATIONS

                                  APPENDIX B

1. GROUP I PATENTS AND PATENT APPLICATIONS (JOINTLY FILED BY AMATI AND 
NORTHERN TELECOM)

1.1  Bit Swap Protocol

     Title:             "Updating of Bit Allocations in a Multicarrier
                        Modulation Transmission System."

     Inventors:         Ronald R. Hunt and Peter S. Chow

     File Date:         August 9, 1993

     US serial no:      08/109,489          Amati Docket No.: 93-1

1.2  Fast/Slow Concept

     Title:             "Multicarrier Modulation Transmission System with
                        Variable Delay."
                        
     Inventors:         John M. Cioffi, Po Tong, James T. Aslanis, and
                        Antoinette H. Gooch

     File Date:         August 1993
                        
     US serial no:      08/107,200           Amati Docket No.: 93-2

1.3  Clip Mitigation

     Title:             "Mitigation Clipping and Quantization Effects in
                        Digital Transmission System."
                        
     Inventors:         Jacky S. Chow, John A.C. Bingham, Mark B. Flowers,
                        and John M. Cioffi
                        
     File Date:         December 1993
                        
     US serial no:      08/165,509           Amati Docket No.: 93-3

1.4  Recovery from Microinterruptions

     Title:             "Frame Synchronization in Multicarrier Transmission
                        Systems."
                        
     Inventors:         James T. Aslanis & Jacky S. Chow

                                      -1-


                        
     File Date:         December 1993
                        
     US serial no:      08/275,409            Amati Docket No.: 93-4

2. GROUP II PATENTS AND PATENT APPLICATIONS

2.1  Time-domain Equalizer (TEQ) - Stanford Patent

     Title:             "Method for Equalizing a Multicarrier Signal in a 
                        Multicarrier Communication System."
                        
     Inventors:         Jacky S. Chow and John M. Cioffi
                        
     File Date:         June 16, 1992          Issued:  February 8, 1994
                        
     US Patent #:       5,285,474              Stanford Docket No.: S92-019

2.2  DMT Echo Canceller - Stanford Patent

     Title:             "Method and Apparatus for Echo Cancellation with
                        Discrete Multitone Modulation."
                        
     Inventors:         Minnie Ho and John M. Cioffi
                        
     File Date:         December 1, 1992       Issued: May 31, 1994 
                        
     US pat. no:        5,317,596              Stanford Docket No.: S91-040

2.3  Continuous Bandwidth Optimization - Stanford Patent

     Title:             "Method and Apparatus for Adaptive Variable
                        Bandwidth Optimization in High-Speed Data
                        Transmission of a Multicarrier Signal over Digital
                        Subscriber Lines."
                        
     Inventors:         Peter S. Chow and John M. Cioffi
                        
     File Date:         May 3, 1993
                        
     US serial no:      08/057,301              Stanford Docket No.: S92-018

2.3(a) Continuous Bandwidth Optimization - Stanford Patent Continuation 

     Title:             "Method and Apparatus for Adaptive Variable
                        Bandwidth Optimization in High-Speed Data

                                       -2-


                        
                        Transmission of a Multicarrier Signal over Digital
                        Subscriber Lines - MSE Estimation."

     Inventors:         Peter S. Chow and John M. Cioffi
                        
     File Date:         1995
                        
     US serial no:      ??                      Stanford Docket No.: S92-018 

2.4  DMT Training

     Title:             "Method and Apparatus for Training the Receivers of a
                        Discrete Multitone Modulation System."
                        
     Inventors:         J. Aslanis, J.S. Chow, P.S. Chow, J. Cioffi, E. Gaut,
                        T. Zogakis

     File Date:         To be filed in 1995
                        
     US serial no:      ??                      Amati Docket No.: ??

2.5  Front-end Circuitry

     Title:             "The line driver circuits for both ATU-R and ATU-C." 
                        
     Inventors:         M. Agah, J. Bingham, and M. Flowers
                        
     File Date:         To be filed in 1995
                        
     US serial no:      ??                      Amati Docket No.: ??

2.6  A Combined Oversampled/Filtered DAC

     Title:             "An apparatus for effectively increasing the number of
                        bits resolution in a DAC converter with minimal
                        complexity."
                        
     Inventors:         M. Flowers
                        
     File Date:         1995
                        
     US serial no:      ??                      Amati Docket No.: ??

2.7  Tong's Interleaver

                                      -3-



     Title:             "An Interleaving/Deinterleaving Apparatus for 
                        Reduced-Memory Convolutional Interleaving of data
                        streams."

     Inventors:         Po Tong and Jim Aslanis
                        
     File Date:         January 1995
                        
     US serial no:      ??                      Amati Docket No.: ??


                                       -4-