SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Butvilofsky Ruben

(Last)

(First)

(Middle)

10700 PARKRIDGE BLVD.

SUITE 600

(Street)

RESTON

20191

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2008

3. Issuer Name and Ticker or Trading Symbol
NII HOLDINGS INC [ NIHD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Nextel Argentina

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	10,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to purchase)⁽²⁾	04/28/2008	04/28/2014	Common Stock	15,000	$18.97	D
Stock Option (right to purchase)⁽³⁾	04/27/2008	04/27/2015	Common Stock	40,000	$26.2	D
Stock Option (right to purchase)⁽⁴⁾	04/26/2007	04/26/2016	Common Stock	40,000	$60.77	D
Stock Option (right to purchase)⁽⁵⁾	04/25/2008	04/25/2017	Common Stock	35,000	$78.3	D

Explanation of Responses:

1. Mr. Ruben Butvilofsky was elected an executive officer of NII Holdings, Inc. on 02/11/2008. The restricted stock was granted on 04/26/2006 and vests on the 3rd anniversary of the grant.

2. Option vests in four installments: 25% on April 28, 2005; 25% on April 28, 2006; 25% on April 28, 2007; and 25% on April 28, 2008.

3. The option vests in four installments: 25% on April 27, 2006; 25% on April 27, 2007; 25% on April 27, 2008; and 25% on April 27, 2009.

4. The option vests in four installments: 25% on April 26, 2007; 25% on April 26, 2008; 25% on April 26, 2009; and 25% on April 26, 2010.

5. The option vests in four installments: 25% on April 25, 2008; 25% on April 25, 2009; 25% on April 25, 2010; and 25% on April 25, 2011.

Remarks:

	Gary D. Begeman Attorney-in-Fact	02/18/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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