SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): February 25, 1997

QUALCOMM INCORPORATED
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)

0-19528 95-3685934
(Commission File No.) (IRS Employer Identification No.)

6455 LUSK BOULEVARD
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (619) 587-1121
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ITEM 5. OTHER EVENTS.

On February 10, 1997, the Board of Directors of QUALCOMM Incorporated (the
"Company") authorized an offering (the "Offering") of Trust Convertible
Preferred Securities ( the "Securities") of QUALCOMM Financial Trust I, a
statutory business trust formed under the laws of the state of Delaware (the
"Trust"), an affiliated entity of the Company. On February 19, 1997, the terms
of the Offering were finalized, and the offering was closed on February 25,
1997. The description of the Offering is set forth in the Press Releases issued
by the Company, dated as of February 10, 1997 and February 19, 1997, copies of
which are attached hereto as Exhibits 99.1 and 99.2, respectively.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

A portion of the Securities issued in the Offering were not registered
under the Securities Act of 1933, as amended, (the "Securities Act"), in
reliance upon Regulation S thereunder. The Trust has agreed to sell the
Securities to the following initial purchasers (the "Initial Purchasers"):
Lehman Brothers Inc; Bear, Stearns & Co. Inc.; Alex. Brown & Sons Incorporated;
Goldman, Sachs & Co.; and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The Initial Purchasers will receive a commission of $15,125,000 in connection
with the sale of the Securities ($18,150,000 if the overallotment option is
exercised).

All other information required by Item 701 of Regulation S-B as to all
equity securities of the registrant sold by the registrant not registered under
the Securities Act in reliance upon Regulation S, is described in the Press
Releases issued by the Company, dated as of February 10, 1997 and February 19,
1997, copies of which are attached hereto as Exhibits 99.1 and 99.2,
respectively.

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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 hereunto duly authorized.

QUALCOMM INCORPORATED

Dated: February 25, 1997 By: /s/ ANTHONY S. THORNLEY
-----------------------
Anthony S. Thornley
Senior Vice President and
Chief Financial Officer

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INDEX TO EXHIBITS

PAGE NO.
99.1 Press Release dated February 10, 1997; and
99.2 Press Release dated February 19, 1997.