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Steve Karlson
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Atheros Communications Announces Initial Public Offering

SUNNYVALE, Calif., Feb. 12, 2004—Atheros Communications, Inc. (NASDAQ: ATHR) announced today the initial public offering of 9,000,000 shares of its common stock priced at $14.00 per share.  All of the shares were sold by Atheros.  Atheros has granted the underwriters the right to purchase up to an additional 1,350,000 shares of common stock to cover over-allotments, if any.  Atheros’ common stock will be traded on the Nasdaq National Market under the trading symbol “ATHR.”

The managing underwriters of the offering are Morgan Stanley & Co. Incorporated, acting as sole bookrunner, with co-lead manager Lehman Brothers Inc. and co-managers Banc of America Securities LLC and Thomas Weisel Partners LLC.  

A copy of the final prospectus relating to the offering may be obtained from Morgan Stanley’s prospectus department at 1585 Broadway, New York, NY 10036-8200, or by telephone at (212) 761-6775.

Atheros Communications, Inc., headquartered in Sunnyvale, California, develops semiconductor solutions for secure wireless local area networks.  Atheros technology is being used by many wireless equipment manufacturers.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.