8-K

UNITED STATES
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

Date of Report (Date of earliest event reported): December 14, 2006

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-32421
(Commission File Number) 91-1671412
(I.R.S. Employer
Identification No.)

10700 Parkridge Boulevard, Suite 600
Reston, Virginia	20191
(Address of principal executive offices)	(Zip Code)

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:

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 3.02. Unregistered Sales of Equity Securities.

     On December 14, 2006, we issued a press release that announced the final results of our tender offer for the conversion of our 3 ¹/2% Convertible Notes due 2033 into shares of our common stock. A copy of the press release is being filed as an exhibit to this report and is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits. The following exhibit is being filed pursuant to Item 3.02 above.

Exhibit No.	Description
99.1	Press Release dated December 14, 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.

	NII HOLDINGS, INC. (Registrant)
Dated: December 14, 2006	By:	/s/ Catherine E. Neel
		Catherine E. Neel
		Vice President and Treasurer

EX-99.1

Exhibit 99.1

PRESS RELEASE

NII Holdings, Inc.
10700 Parkridge Blvd., Suite 600
Reston, Va. 20191
(703) 390-5100
http://www.nii.com

Contacts:

Investor Relations: Tim Perrott
(703) 390-5113
tim.perrott@nii.com

Media Relations: Claudia E. Restrepo
(786) 251-7020
claudia.restrepo@nii.com

NII Holdings Announces Final Results of Tender Offer
for the Conversion of its 3 ¹/2% Convertible Notes due 2033

RESTON, Va. —December 14, 2006 — NII Holdings, Inc. (Nasdaq: NIHD) (the “Company”) announced today the final results of its tender offer (the “Offer”) with respect to its 3 ¹/2% Convertible Notes due 2033 (the “Notes”) in which it offered to pay a cash inducement premium of $50.00, plus accrued and unpaid interest up to (but not including) the conversion date, for each $1,000 principal amount of Notes that are validly tendered and accepted for conversion into shares of the Company’s common stock pursuant to the terms of the Notes and subject to the conditions described in the Offering Circular, dated November 13, 2006, and the related Letter of Transmittal. The Offer expired at 5:00 p.m., New York City time, on December 12, 2006 (the “Expiration Date”).

As of the Expiration Date, $91,362,000 aggregate principal amount of the Notes, or 100% of the issued and outstanding Notes, were validly tendered for conversion and not validly withdrawn in the Offer. In accordance with the terms of the Offer, the Company has accepted for conversion all such validly tendered Notes and has issued 6,852,150 shares of the Company’s common stock and paid in cash an aggregate inducement premium of $4,568,100 and interest of approximately $790,535 to the holders of such Notes. The Company’s issuance of the shares of common stock in the Offer was made pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

About NII Holdings, Inc.
NII Holdings, Inc., a publicly held company based in Reston, Va., is a leading provider of mobile communications for business customers in Latin America. NII Holdings, Inc. has operations in Argentina, Brazil, Mexico, Peru and Chile, offering a fully integrated wireless communications tool with digital cellular service, text/numeric paging, wireless Internet access and Nextel Direct Connect(R), a digital two-way radio feature. NII Holdings, Inc., a Fortune 1000 company, trades on the NASDAQ market under the symbol NIHD and is a member of the NASDAQ 100 Index. Visit the Company’s website at http://www.nii.com.

Nextel, the Nextel logo, Nextel Online, Nextel Business Networks and Nextel Direct Connect are trademarks and/or service marks of Nextel Communications, Inc., a wholly-owned subsidiary of SprintNextel Corporation.

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