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): April 22, 2009

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

1875 Explorer Street, Suite 1000
Reston, Virginia
(Address of principal executive offices) 20190
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (e) On April 22, 2009, the compensation committee of the board of directors approved a modified form of Restricted Stock Award Agreement and Nonqualified Stock Option Agreement (collectively, the “Agreements”) for awards on or after such date to its executive officers pursuant to the 2004 Incentive Compensation Plan. Specifically, the compensation committee amended the vesting period in the Agreements from four years to three years and made other immaterial changes. Under the Agreements, one-third of each award will vest on the first, second and third anniversaries of the grant date for that award.

     The forms of the Agreements are attached in their entirety as Exhibits 10.1 and 10.2 to this report and are incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
10.1	Form of Restricted Stock Award Agreement.
10.2	Form of Nonqualified Stock Option Agreement.

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: April 22, 2009	By:	/s/ Gary D. Begeman
		Gary D. Begeman
		Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Restricted Stock Award Agreement.
10.2	Form of Nonqualified Stock Option Agreement.