UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~March~~June 3113, 2006

TERAYON COMMUNICATION SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware (State or Other Jurisdiction of Incorporation)		000-24647 (Commission File Number)		77-0328533 (IRS Employer Identification No.)

4988 Great America Parkway
Santa Clara, California 95054
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (408) 235-5500

Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K DATED MARCH 31, 2006
INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K DATED JUNE 13, 2006
EXHIBIT 99.1

Item 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Principal toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule or Standard;~~of ~~Transfer~~Principal ~~of Listing.~~Officers

(b) On ~~March~~June 3119, 2006, Terayon Communication Systems, Inc. (~~“Terayon”) received a letter from The NASDAQ Stock Market notifying Terayon that~~ the ~~NASDAQ Listing Qualifications Panel (the~~ “~~Panel~~Company”) ~~has~~ ~~determined~~announced tothat ~~de-list Terayon’s securities from The NASDAQ National Market effective as of the~~two ~~opening~~members of ~~business on Tuesday, April 4, 2006. As previously disclosed, Terayon failed to timely file its Quarterly Report on Form 10-Q for~~ the ~~quarter~~Board ~~ended~~of ~~September 30,~~Directors ~~2005~~are ~~and Annual Report on Form 10-K for the fiscal year ended December 31~~resigning, ~~2005 as required by NASDAQ Marketplace Rule 4310(c)(14),~~ and Terayon failed to solicit proxies and hold an annual shareholders’ meeting during 2005 as required by NASDAQ Marketplace Rule 4350(g) and Rule 4350(e), respectively. As previously announced, Terayon had communicated to the Panel that ~~it would not be able to restate its financial statements for~~ the ~~fiscal~~Board ~~year ended December 31, 2004, the four quarters~~ of ~~fiscal~~Directors ~~2004~~has ~~and~~approved ~~the~~a ~~first~~reduction ~~two~~in ~~quarters~~size offrom ~~fiscal~~nine ~~2005 by the March 31, 2006 deadline set by the Panel, nor would Terayon be able~~ to ~~file~~seven its Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, or the proxy statement for the 2005 annual shareholders’ meeting by the deadlinemembers.

~~Terayon~~ Mark ~~intends~~Slaven, tocurrent ~~appeal~~Chair of the ~~Panel’s~~Audit ~~decision~~Committee toand ~~the~~member ~~NASDAQ~~of ~~Listing~~the ~~and~~Board ~~Hearing~~of ~~Review~~Directors ~~Council~~of the (Company, is resigning effective August 2, 2006 as a result of the ~~“Review~~increased ~~Council”);~~demands ~~however~~on his time from his duties as Senior Vice President, ~~this~~Chief ~~appeal~~Financial ~~will~~Officer and Treasurer of Cross Match Technologies Inc. in Palm Beach Garden, Florida, and not ~~stay~~as ~~the~~a ~~ruling~~result of any matter concerning the Company. ~~Panel~~Mr. Slaven ~~There~~has ~~can~~served beas a director of the Company since July 2003, and has served as the noChairman ~~assurances~~of ~~that~~the Audit Committee and a member of the ~~Review~~Nominating ~~Council~~and ~~will~~Governance ~~grant~~Committee ~~Terayon’s~~since ~~appeal~~June 2004.

~~The~~ Aleksander ~~foregoing~~Krstajic’s ~~description~~resignation, iseffective ~~qualified~~immediately, inresulted ~~its~~from ~~entirety~~the byincreased ~~reference~~travel and todemands ~~the~~on ~~Registrant’s~~his ~~Press Release~~time ~~dated~~from ~~April 3,~~his ~~2006,~~duties aas ~~copy~~President ofand ~~which~~Chief isExecutive ~~attached~~Officer ~~hereto~~of asBell ~~Exhibit 99~~Vanguard Inc.1, and ~~incorporated~~not from any matter concerning the Company. Mr. Krstajic has served as a director of the ~~herein~~Company bysince ~~reference~~July 1999.

The Company has appointed Lew Solomon, currently a member of the Board of Directors, to be a member of the Audit Committee effective August 2, 2006.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		~~Exhibit No.~~Description				~~Description~~
99.1		Press release issued by Terayon Communication Systems, Inc. on June 19, 2006 entitled “Terayon Announces Resignation of Directors”	~~99.1~~			~~Press release issued by Terayon Communication Systems, Inc. on April 3, 2006 entitled “Terayon Communication Systems Receives Delisting Notice From NASDAQ”~~

SIGNATURE

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.

Date: ~~April~~June 319, 2006


Terayon Communication Systems, Inc.
By:	/s/ Mark Richman
	Name:	Mark Richman
	Title:	Chief Financial Officer

INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K DATED ~~MARCH~~JUNE 3113, 2006

Exhibit		~~Exhibit~~Description				~~Description~~
99.1		Press release issued by Terayon Communication Systems, Inc. on June 19, 2006 entitled “Terayon Announces Resignation of Directors”	~~99.1~~			~~Press release issued by Terayon Communication Systems, Inc. on April 3, 2006 entitled “Terayon Communication Systems Receives Delisting Notice From NASDAQ”~~

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