~~Table~~United ofStates SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~United~~Washington, ~~States SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~April 14, ~~of 1934~~2005

~~Date~~CINGULAR ofWIRELESS ~~Report (Date of~~LLC ~~earliest event reported): February 18, 2005~~

~~CINGULAR~~ (Exact ~~WIRELESS~~name ~~LLC~~ of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	1-31673	74-2955068

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware		1-31673		74-2955068
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5565 Glenridge Connector, Atlanta, Georgia 30342

~~5565~~ (Address ~~Glenridge~~of ~~Connector,~~principal ~~Atlanta,~~executive ~~Georgia~~offices) ~~30342~~ (Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip~~code: ~~Code~~(404)236-7895

~~Registrant’s~~Not ~~telephone number, including area code: (404)236-7895~~Applicable

~~Not Applicable~~ (Former name or former address, if changed since last report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing~~under ~~obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 230.425)

o ~~Written~~Soliciting ~~communications~~material pursuant to Rule ~~425~~ 14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~ 14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b) )

o Pre-commencement communications pursuant to Rule ~~14d~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Item 9. Financial Statements and Exhibits SIGNATURE Exhibit Index EX-99.1 SUPPLEMENTAL RETENTION AGREEMENT EX-99.2 PRESS RELEASE DATED FEBRUARY 25, 2005

Item 1.01. Entry into a Material Definitive Agreement

On ~~February~~April 2114, 2005, the Board of Directors of our manager, Cingular Wireless ~~LLC~~Corporation, approved (the ~~Company)~~2005 ~~entered~~Short-Term ~~into~~Incentive aAward ~~Supplemental~~Plan ~~Retention Agreement~~Matrix ~~(Agreement)~~for ~~with~~the ~~Thaddeus~~2005 ~~Arroyo~~Performance (Period under the Cingular Wireless Executive), ~~Chief~~Short-Term ~~Information~~Incentive ~~Officer~~Award Plan.

~~The~~Item ~~purposes~~9.01 ofFinancial ~~the~~Statements ~~Agreement are (i) to provide a financial incentive in the form of a retention payment to retain the Executive with the employment of the Company~~ and ~~(ii) to receive certain other covenants from the Executive.~~ Exhibits

~~Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~(b) Exhibit

Today, the Company announced that its management and the Audit Committee concluded on February 18, 2005 that the Company’s 2004 financial results should be revised and its financial statements for fiscal periods ended December 31, 2000 through 2003 and the first three interim periods of 2004 should be restated to correct certain errors relating to its accounting for operating leases, and that such previously filed financial statements should no longer be relied upon. Ernst & Young LLP, the Company’s independent registered public accounting firm, has advised the Company that it concurs with the Company’s conclusion. While management believes that the impact of this error is not material to any previously issued financial statements, it was determined that the cumulative adjustment required to correct this error was too large to record in 2004. The cumulative pretax earnings impact of the restatement is $171 million, and substantially relates to periods prior to 2004. Accordingly, the Company will include its revised 2004 financial results and restated financial statements for prior periods in its 2004 Form 10-K filing. The Company will also file an amended Form 8-K report to revise its pro forma financial information contained in its Form 8-K/A filed on November 29, 2004.


Exhibit
Number		Description


99.1		2005 Short-Term Incentive Award Plan Matrix for the 2005 Performance Period under the Cingular Wireless Executive Short-Term Incentive Award Plan.

~~The Company has operating leases, principally for cell sites, that have escalating rentals during~~2 the initial lease term and during succeeding optional renewal periods. Historically, the Company has not assumed the exercise of available renewal options in its accounting for operating leases. The Company reevaluated its accounting for operating leases and the related useful lives for depreciating leasehold improvements following publication of a letter issued by the Office of the Chief Accountant of the U.S. Securities and Exchange Commission on February 7, 2005. In light of the Company’s investment in each cell site, including acquisition costs and leasehold improvements, the Company has determined that the exercise of certain renewal options was reasonably assured at the inception of the lease. Accordingly, the Company will correct its accounting to recognize rent expense, on a straight-line basis, over the initial lease term and renewal periods that are reasonably assured.

~~The Company’s network infrastructure venture with T-Mobile USA, Inc., accounted for under the~~SIGNATURE ~~equity method, reached a similar conclusion with respect to operating leases and useful lives,~~ ~~requiring correction and restatement of the venture’s previously issued financial statements for~~ the years ended December 31, 2003 and 2002. These financial statements were included in the Company’s 2003 Form 10-K and also should no longer be relied upon. Accordingly, the Company will also revise and restate its equity accounting for the venture.

~~The~~Pursuant ~~restatements~~to ~~reflect a difference in timing of recording rent and depreciation expense and do not affect~~ the ~~Company’s~~requirements ~~historical or future cash flows or the timing~~ of ~~payment under~~ the ~~related leases.~~Securities ~~The~~Exchange ~~cumulative~~Act ~~pretax earnings impact~~ of ~~the restatements for the periods ended December 31~~1934, ~~2000 through December 31, 2004 is an increase of $152 million in rent expense associated with~~ the ~~leases,~~registrant ahas ~~decrease~~duly ~~of $25 million in depreciation and amortization expense, and~~caused anthis ~~increase~~report ~~of $44 million in net equity in loss of affiliates. The pretax restatement impacts will also affect Net Property, Plant and Equipment, Investments in and Advances~~ to ~~Equity~~be ~~Affiliates, Accrued~~signed ~~Liabilities,~~on ~~Other~~its ~~Noncurrent~~behalf ~~Liabilities~~by ~~and~~the ~~Members’~~undersigned ~~Capital~~hereunto asduly ~~of December 31, 2004~~authorized.

Item 9. Financial Statements and Exhibits


	CINGULAR WIRELESS LLC
Date: April 18, 2005	By:	/s/ Peter A. Ritcher
		Peter A. Ritcher
		Chief Financial Officer (Principal Financial Officer)

~~(b) Exhibit~~3

Exhibit
Number		Description
99.1		Supplemental Retention Agreement by and between Cingular Wireless LLC and Thaddeus Arroyo, dated as of February 21, 2005
99.2		Press Release dated February 25, 2005

Exhibit Index


Number		Title

99.1		2005 Short-Term Incentive Award Plan Matrix for the 2005 Performance Period under the Cingular Wireless Executive Short-Term Incentive Award Plan.

~~Table of Contents~~4

SIGNATURE

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.

Exhibit Index

Number		Title
99.1		Supplemental Retention Agreement by and between Cingular Wireless LLC and Thaddeus Arroyo, dated as of February 21, 2005
99.2		Press Release dated February 25, 2005

CINGULAR WIRELESS LLC

Date: February 25, 2005

/s/ Peter A. Ritcher

Peter A. Ritcher

Chief Financial Officer

(Principal Financial Officer)

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