UNITED STATES

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 16, 2005

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

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:

     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))

Item 1.01    Entry into a Material Definitive Agreement.

2004 Incentive Awards

     On March 16, 2005, the Compensation Committee of the Board of Directors of NII Holdings, Inc. (the “Company”) awarded annual cash incentive bonuses to the Company’s Chief Executive Officer and the Company’s other four most highly compensated executive officers in 2004 (the “named executive officers”). The awards were made by the Compensation Committee pursuant to the 2004 Incentive Compensation Plan (the “Plan”), which was approved by the stockholders of the Company at the 2004 Annual Meeting of Stockholders.

     The following table sets forth the cash bonuses awarded to the named executive officers who will be included in the Company’s 2005 proxy statement:

2005 Bonus Plan

     On February 16, 2005, the Compensation Committee established the performance criteria and goals for executive officers with respect to cash bonus awards to be paid under the Plan for achievements relating to the Company’s performance for the 2005 fiscal year (the “2005 Bonus Plan”). The criteria relating to the Company’s performance for 2005 are (i) operating cash flow of the Company and its consolidated subsidiaries, (ii) consolidated net subscriber additions and (iii) operating expense targets. Each of the performance criteria is weighted, including a discretionary component based on individual performance factors. The minimum achievement required to qualify for a bonus is 80% of the specified target goals under the 2005 Bonus Plan. The maximum payout of a bonus will be based on achievement of 120% of the specified target goals under the 2005 Bonus Plan. All awards under the 2005 Bonus Plan are expected to be paid in cash in the first quarter of 2006.

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.