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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofJanuary 4, ~~1934~~ 2006

Date of Report (Date of earliest event reported): November 17, 2005

TERAYON COMMUNICATION SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)


Delaware	000-24647	77-0328533

(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

4988 Great America Parkway, Santa Clara, CA 95054
(Address of principal executive offices and zip code)

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

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))

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 7.01. Regulation FD Disclosure.
	Item 8.01 Other Events.
	ITEM 9.01 Financial Statements and Exhibits.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT INDEX
EXHIBIT 99.1

Item 37.01. ~~Notice~~Regulation FD ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Disclosure.

On ~~November~~ January 174, ~~2005~~2006, Terayon Communication Systems, Inc. (“Terayon”) ~~received~~announced athat ~~letter~~Chunghwa Telecom, ~~from~~Taiwan’s ~~The~~largest ~~NASDAQ~~telecommunications ~~Stock~~provider, ~~Market~~has ~~stating~~selected ~~that as a result of~~ the ~~failure of~~ Terayon toDM ~~file~~6400 aNetwork CherryPicker® ~~Quarterly Report on Form 10-Q~~ for ~~the period~~its ~~ended~~Multimedia ~~September 30,~~on ~~2005~~Demand ~~with the Securities and Exchange Commission~~ (~~“SEC”~~MOD)~~, Terayon is in violation of NASDAQ Marketplace Rule~~ ~~4310(c)(14)~~architecture. Terayon intends to request a hearing before a NASDAQ Listing Qualifications Panel. The request will automatically stay the delisting of Terayon’s common stock pending the issuance of the Panel’s written decision following the hearing.

~~Item 8~~ITEM 9.01 ~~Other~~Financial ~~Events~~Statements and Exhibits.

As a result of the delay in filing its Form 10-Q, Terayon’s trading symbol has been changed from “TERN” to “TERNE” as of November 21, 2005.


(c)		Exhibits.

Exhibit 99.1		Chunghwa Telecom Selects Terayon DM 6400 Network CherryPicker For Expansion of Taiwan Multimedia-On-Demand Deployment.

The SEC has informed Terayon that the SEC staff has initiated an informal inquiry into the matters discussed in the press release issued by Terayon on November 7, 2005 entitled “Terayon Announces Accounting Review and Delay in Release of Third Quarter 2005 Results”. Terayon intends to cooperate fully with the SEC’s inquiry.

On November 22, 2005, Terayon issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference, entitled “Terayon Receives Letter from NASDAQ due to Delayed Filing of Form 10-Q”.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release issued by Terayon Communication Systems, Inc. on November 22, 2005 entitled “Terayon Receives Letter from NASDAQ due to Delayed Filing of Form 10-Q”

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 thereunto duly authorized.

	Terayon Communication Systems, Inc.
Date: November 22, 2005	By:	/s/ Mark Richman
		Mark Richman
		Chief Financial Officer


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

Date: January 4, 2006

~~Exhibit Index~~EXHIBIT INDEX

Exhibit
No.		Description
Exhibit 99.1		Press Release issued by Terayon Communication Systems, Inc. on November 22, 2005 entitled “Terayon Receives Letter from NASDAQ due to Delayed Filing of Form 10-Q”


Exhibit 99.1		Chunghwa Telecom Selects Terayon DM 6400 Network CherryPicker For Expansion of Taiwan Multimedia-On-Demand Deployment.

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