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Registration No. 333-69457

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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QUALCOMM INCORPORATED

DELAWARE		95-3685934
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121

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QUALCOMM INCORPORATED 1998 NON-
EMPLOYEE DIRECTORS’ STOCK OPTION
PLAN

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IRWIN MARK JACOBS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
QUALCOMM INCORPORATED
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121

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DEREGISTRATION OF SHARES
SIGNATURE

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DEREGISTRATION OF SHARES

Effective as of February 27, 2001, the Registrant adopted the QUALCOMM Incorporated 2001 Non-Employee Directors’ Stock Option Plan (the “2001 Plan”), which is intended to replace its 1998 Non-Employee Directors’ Stock Option Plan (the “1998 Plan”). Accordingly, no future option grants will be made pursuant to the 1998 Plan. This Post-Effective Amendment No. 2 to the Registrant’s Registration Statement No. 333-69457 on Form S-8, which was originally filed on December 22, 1998 (the “Registration Statement”), is filed to deregister 58,000 shares previously registered that remain available for future grant under the Registrant’s 1998 Plan. The 58,000 shares deregistered by this Post-Effective Amendment No. 2 will be registered, by a subsequently filed registration statement on Form S-8 for the 2001 Plan, and the associated registration fee paid by the Registrant to register shares issuable under its 1998 Plan on the Registration Statement will be carried forward and applied to the registration fee necessary to register shares issuable under the Registrant’s 2001 Plan. Please note, however, that 6,474,000 shares remain subject to outstanding options previously granted under the Registrant’s 1998 Plan. Accordingly, the Registration Statement will remain in effect to cover the potential exercise of such outstanding options.

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SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on the February 27, 2003.

		QUALCOMM INCORPORATED
		By:		/s/ Irwin Mark Jacobs
				Irwin Mark Jacobs, Chairman of the Board and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated.

Signature		Title		Date
/s/ Irwin Mark Jacobs Irwin Mark Jacobs		Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)		02/27/03
/s/ William E. Keitel William E. Keitel		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		02/27/03
/s/ Richard C. Atkinson Richard C. Atkinson		Director		02/27/03
/s/ Adelia A. Coffman Adelia A. Coffman		Director		02/27/03

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/s/ Raymond V. Dittamore Raymond V. Dittamore		Director		02/27/03
/s/ Diana Lady Dougan Diana Lady Dougan		Director		02/27/03
/s/ Robert E. Kahn Robert E. Kahn		Director		02/27/03
/s/ Duane A. Nelles Duane A. Nelles		Director		02/27/03
/s/ Peter M. Sacerdote Peter M. Sacerdote		Director		02/27/03
/s/ Frank Savage Frank Savage		Director		02/27/03
/s/ Brent Scowcroft Brent Scowcroft		Director		02/27/03
/s/ Marc I. Stern Marc I. Stern		Director		02/27/03
/s/ Richard Sulpizio Richard Sulpizio		Director		02/27/03

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