Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gendron Teresa S
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2010
3. Issuer Name and Ticker or Trading Symbol
NII HOLDINGS INC [NIHD]
(Last)
(First)
(Middle)
1875 EXPLORER STREET, SUITE 1000
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RESTON, VA 20190
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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) 3,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to purchase) (2) 04/27/2006 04/27/2015 Common Stock 7,500 $ 26.2 D  
Stock Option (right to purchase) (3) 04/26/2007 04/26/2016 Common Stock 17,500 $ 60.77 D  
Stock Option (right to purchase) (4) 04/25/2008 04/25/2017 Common Stock 17,500 $ 78.3 D  
Stock Option (right to purchase) (5) 04/23/2009 04/23/2018 Common Stock 18,500 $ 40.62 D  
Stock Option (right to purchase) (6) 04/22/2010 04/22/2019 Common Stock 18,500 $ 14.33 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gendron Teresa S
1875 EXPLORER STREET
SUITE 1000
RESTON, VA 20190
      VP, Controller  

Signatures

Gary Begeman Attorney-in-Fact 01/11/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Ms. Teresa S Gendron was appointed vice president and controller (chief accounting officer) of NII Holdings, Inc. effective 01/01/2010. The restricted stock award was granted on April 22, 2009 and vests 33-1/3% on each 1st, 2nd and 3rd anniversary of the grant.
(2) 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.
(3) 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.
(4) 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.
(5) Option vests in four installments: 25% on April 23, 2009; 25% on April 23, 2010; 25% on April 23, 2011 and 25% on April 23, 2012.
(6) The stock option grant will vest over three years, as follows: 33-1/3% on April 22, 2010; 33-1/3% on April 22, 2011 and 33-1/3% on April 22, 2012.

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