SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005 OR

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO                     .

Commission file number 333-39746

IWO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware				14-1818487
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
52 Corporate Circle Albany, New York				12203
(Address of principal executive offices)				(Zip code)

(518) 862-6000

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  ^*

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes      No  

As of May 13, 2005, the registrant had only one outstanding class of common stock, of which there were 5,000,005 shares outstanding.

	* The registrant is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. The registrant is a voluntary filer. The registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months as if it were subject to such filing requirements.

INDEX

								Page
Part I				Financial Information
Item 1.				Financial Statements
				Condensed Consolidated Balance Sheets					3
				Condensed Consolidated Statements of Operations					4
				Condensed Consolidated Statement of Stockholders' Equity (Deficit)					5
				Condensed Consolidated Statements of Cash Flows					6
				Notes to Condensed Consolidated Financial Statements					7
Item 2.				Management's Discussion and Analysis of Financial Condition and Results of Operations					18
Item 3.				Quantitative and Qualitative Disclosures about Market Risk					32
Item 4.				Controls and Procedures					32
Part II				Other Information
Item 1.				Legal Proceedings					33
Item 2.				Unregistered Sales of Equity Securities and Use of Proceeds					33
Item 3.				Defaults Upon Senior Securities					33
Item 4.				Submission of Matters to a Vote of Security Holders					33
Item 5.				Other Information					33
Item 6.				Exhibits					34
Signatures									35
Exhibits

2

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Part I.    Financial Information
Item 1.    Financial Statements
    
IWO HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

				Successor Company March 31, 2005				Predecessor Company December 31, 2004
				(Unaudited)				(Note 1)
Assets
Current assets:
Cash and cash equivalents				$	29,253			$	33,840
Subscriber receivables, net					10,482				11,381
Inventory					1,626				1,386
Prepaid expenses and other assets					9,064				7,801
Total current assets					50,425				54,408
Property and equipment, net					120,455				150,796
Goodwill					28,457				—
Intangible assets, net					129,752				17,331
Other assets					12,508				13,643
Total assets				$	341,597			$	236,178
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable				$	8,718			$	24,277
Accrued expenses					18,328				40,333
Payable to related party					—				471
Current maturities of long-term obligations					—				355,275
Total current liabilities					27,046				420,356
Long term obligations, net of current maturities					234,761				—
Other					372				5,851
Stockholders' equity (deficit):
Preferred stock, $0.01 par value per share; 50,000 shares authorized; none issued and outstanding					—				—
Common stock, par value $0.01 per share; 9,950,000 shares authorized; 5,000,005 shares issued and outstanding					50				1
Additional paid in capital					84,950				446,449
Retained deficit					(5,582	)			(636,479	)
Total stockholders' equity (deficit)					79,418				(190,029	)
Total liabilities and stockholders' equity (deficit)				$	341,597			$	236,178

See accompanying notes to unaudited condensed consolidated financial statements.

3

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IWO HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

(In thousands, except per share amounts)

				Successor Company				Predecessor Company
				For the Two Months Ended March 31, 2005				For the Month Ended January 31, 2005				For the Three Months Ended March 31, 2004
Revenues:
Subscriber				$	23,312			$	12,302			$	32,971
Roaming					7,795				2,503				8,597
Merchandise sales					1,282				665				2,285
Other revenue					42				29				84
Total revenue					32,431				15,499				43,937
Expense:
Cost of service					18,269				7,772				22,689
Merchandise cost of sales					2,039				1,259				4,142
General and administrative					1,269				1,664				2,954
Gain on reorganization					—				(114,955	)			—
Sales and marketing