UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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): September 13, 2004

NII HOLDINGS, INC.

Registrant’s telephone number, including area code: (703) 390-5100

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:

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

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

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

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

     (b) On September 13, 2004, Mr. Charles F. Wright, a senior vice president and general manager of Motorola, Inc., submitted his resignation as a member of our Board of Directors. Mr. Wright served as a director pursuant to Motorola Credit Corporations’ right, as the holder of one share of Special Director Preferred Stock, to elect one member of our Board of Directors. This right was subject to Motorola Credit Corporation holding a majority in principal amount of the aggregate indebtedness outstanding under our international equipment financing facility. In July 2004, we repaid the outstanding principal and accrued interest under this facility and, Mr. Wright, in accordance with Motorola policy, subsequently resigned from our Board.

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.