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