SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*


Atheros Communications, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

04743P108

(CUSIP Number)

April 27, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[  ]

Rule 13d-1(b)

[  ]

Rule 13d-1(c)

[X]

Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)


Page 1 of 9 Pages






CUSIP NO.     04743P108

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Page 2 of 9 Pages






1

NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

August Capital II, L.P. (“August II”)

Tax ID Number:  94-3303776

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0 shares.

6

SHARED VOTING POWER
0 shares.

7

SOLE DISPOSITIVE POWER
0 shares.

8

SHARED DISPOSITIVE POWER
0 shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*
                                                                                                                               PN

*SEE INSTRUCTIONS BEFORE FILING OUT!






CUSIP NO.     04743P108

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Page 3 of 9 Pages






1

NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

August Capital Strategic Partners II, L.P. (“Partners II”)

Tax ID Number:  94-3312511

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0 shares.

6

SHARED VOTING POWER
0 shares.

7

SOLE DISPOSITIVE POWER
0 shares.

8

SHARED DISPOSITIVE POWER
0 shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*
                                                                                                                               PN

*SEE INSTRUCTIONS BEFORE FILING OUT!






CUSIP NO.     04743P108

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Page 4 of 9 Pages






1

NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

August Capital Management II, L.L.C. (“ACM II”)

Tax ID Number:  94-3303773

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
494 shares.  Johnston, Marquardt and Rappaport, the members of ACM II, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER
0 shares.

7

SOLE DISPOSITIVE POWER
494 shares.  Johnston, Marquardt and Rappaport, the members of ACM II, may be deemed to have shared power to vote these shares.

8

SHARED DISPOSITIVE POWER
0 shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

494

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*
                                                                                                                              OO

*SEE INSTRUCTIONS BEFORE FILING OUT!






CUSIP NO.     04743P108

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Page 5 of 9 Pages






1

NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

John R. Johnston (“Johnston”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
59,623 shares

6

SHARED VOTING POWER
494

7

SOLE DISPOSITIVE POWER
59,623 shares

8

SHARED DISPOSITIVE POWER
494

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

60,117

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.1%

12

TYPE OF REPORTING PERSON*
                                                                                                                               IN

*SEE INSTRUCTIONS BEFORE FILING OUT!






CUSIP NO.     04743P108

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Page 6 of 9 Pages






1

NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

David F. Marquardt (“Marquardt”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
33,337 shares

6

SHARED VOTING POWER
494

7

SOLE DISPOSITIVE POWER
33,337

8

SHARED DISPOSITIVE POWER
494

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

33,831

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.07%

12

TYPE OF REPORTING PERSON*
                                                                                                                              IN

*SEE INSTRUCTIONS BEFORE FILING OUT!






CUSIP NO. 04743P108

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Page 7 of 9 Pages






1

NAME OF REPORTING PERSON      
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Andrew S. Rappaport (“Rappaport”)

Tax ID Number:

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
63,324 shares, including 15,625 shares subject to options that are exercisable within 60 days.  

6

SHARED VOTING POWER
494 shares.

7

SOLE DISPOSITIVE POWER
63,324 shares, including 15,625 shares subject to options that are exercisable within 60 days.  

8

SHARED DISPOSITIVE POWER
494 shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

63,818

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.1%

12

TYPE OF REPORTING PERSON*
                                                                                                                               IN

*SEE INSTRUCTIONS BEFORE FILING OUT!






CUSIP NO. 04743P108

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Page 8 of 9 Pages



This Amendment No. 2 amends the Statement on 13(G) (as previously amended, the “Original Statement”) filed by August Capital II, L.P. (“August II”), August Capital Strategic Partners II, L.P. (“Partners II”), August Capital Management II, L.L.C. (“ACM II”), John R. Johnston (“Johnston”),   David F. Marquardt (“Marquardt”), and Andrew S. Rappaport (“Rappaport”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons”.  Only those items as to which there has been a change are included in this Amendment No. 2.


Item 4.

Ownership.

  

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this statement is provided as of April 27, 2005.

   
 

(a)

Amount beneficially owned:   

  

 See Row 9 of cover page for each Reporting Person.

   
 

(b)

Percent of class:   

  

 See Row 11 of cover page for each Reporting Person.

   
 

(c)

Number of shares as to which the person has:

    
  

(i)

Sole power to vote or to direct the vote   

   

 See Row 5 of cover page for each Reporting Person.

    
  

(ii)

Shared power to vote or to direct the vote    

   

See Row 6 of cover page for each Reporting Person.

    
  

(iii)

Sole power to dispose or to direct the disposition of    

   

See Row 7 of cover page for each Reporting Person.

    
  

(iv)

Shared power to dispose or to direct the disposition of    

   

See Row 8 of cover page for each Reporting Person.

  

Item 5.

Ownership of Five Percent or Less of a Class

  

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  [X]  Yes







CUSIP NO. 04743P108

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Page 9 of 9 Pages



SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated July 26, 2006


Entities:

August Capital II, L.P.

  

August Capital Strategic Partners II, L.P.

  

August Capital Management II, L.L.C.


By:/s/ Mark G. Wilson            

Mark G. Wilson, Attorney-in-Fact for the above listed entities


Individuals:

John R. Johnston

David F. Marquardt

Andrew S. Rappaport



By:/s/ Mark G. Wilson          

Mark G. Wilson, Attorney-in-Fact for the above listed individuals