~~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 Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): June 7, 2005

~~Pursuant~~Cypress ~~to Section 13~~Communications ORHolding ~~15(d)~~Co., ~~of The Securities Exchange Act of 1934~~Inc.

~~Date~~(Exact name of ~~Report~~registrant ~~(Date~~as ofspecified ~~earliest~~in ~~event~~its ~~reported~~charter)~~: May 12, 2005~~

Cypress Communications Holding Co., Inc.


Delaware	000-30401	36-4166222
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(Exact~~15 ~~name~~Piedmont ofCenter, ~~registrant~~Suite 100 Atlanta, asGeorgia ~~specified~~30305 (Address inof ~~its~~principal ~~charter~~executive offices) (Zip Code)

~~Delaware~~ (~~State or other Jurisdiction of Incorporation~~404) ~~000~~ 869-~~30401~~ 2500 (~~Commission~~Registrant’s ~~File~~telephone ~~Number)~~number, ~~36-4166222~~including ~~(IRS~~area ~~Employer Identification No.~~code)

15Check ~~Piedmont~~the ~~Center,~~appropriate ~~Suite 100 Atlanta,~~box ~~Georgia~~below ~~30305~~if the Form 8-K filing is intended to simultaneously satisfy the ~~(Address~~filing obligation of ~~principal~~the ~~executive~~registrant ~~offices)~~under ~~(Zip~~any ~~Code)~~of the following provisions:

~~(404) 869-2500 (Registrant’s~~o Written ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule 425 ~~code)~~under the Securities Act

~~Check~~o Soliciting ~~the~~material ~~appropriate~~pursuant ~~box~~to ~~below if the Form~~Rule 814a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions:~~Act

o ~~Written communications pursuant to Rule 425 under the Securities Act o Soliciting material pursuant to Rule 14a-12 under the Exchange Act o~~ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act~~

~~TABLE~~o Pre-commencement OFcommunications ~~CONTENTS~~pursuant to Rule 13e-4(c) under the Exchange Act

~~Item~~TABLE ~~1.01~~OF Entry into a Material Definitive Agreement Item 2.02 Results of Operations and Financial Condition Item 9.01 Financial Statements and Exhibits SIGNATURES Exhibits EX-10.1 SECOND AMENDMENT TO LOAN AGREEMENT EX-99.1 PRESS RELEASECONTENTS

~~Table~~Item of1.01 ~~Contents~~Entry into a Material Definitive Agreement SIGNATURES

Item 1.01 Entry into a Material Definitive Agreement

On ~~May~~June 127, 2005, ~~Cypress~~retroactive ~~Communications~~to ~~Holding Co.~~January 1, ~~Inc. (the “Company”) and Cypress Communications~~2005, ~~Inc. entered into a second amendment to~~ the ~~Loan~~Compensation ~~Agreement,~~Committee ~~dated as~~ of ~~July 16,~~Cypress ~~2002,~~Communications asHolding ~~amended on March 25~~Co., ~~2004 (the “Second Amendment”), with J~~Inc. ~~Oliver~~established ~~Cunningham Trust dated February 26, 1971 (~~the ~~“JOC~~following ~~Trust”),~~2005 ~~the~~fiscal ~~Anne~~year C.base ~~McClure~~salaries ~~Trust~~for ~~dated February 26, 1971 (~~the ~~“ACM~~ ~~Trust”),~~following ~~the~~named ~~Jane~~executive C.officers: ~~Warriner Trust dated February~~Mr. ~~26,~~Gregory ~~1971 (the “JCW Trust”), Noro-Moseley Partners V, L.~~P. ~~(“Noro-Moseley”)~~McGraw, President and ~~Wakefield~~Chief ~~Group~~Executive ~~III~~Officer, ~~LLC (“Wakefield”). The Second~~ ~~Amendment provides for~~$268,750; ~~among~~Mr. Salvatore ~~other~~W. ~~things~~Collura, ~~the~~Executive ~~extension~~Vice ofPresident ~~the~~and ~~due~~Chief ~~date~~Operating ~~of the debt to January 16~~Officer, ~~2006, a reduction in the coupon interest rate on the debt from 14% to 12% effective July 16, 2005, and the payment to the debt holders of a loan commitment fee of~~ $~~200~~233,~~000 as an inducement to~~200; ~~modify the terms of the Loan Agreement~~Mr. Neal ~~The JOC Trust~~Miller, ~~the~~Executive ~~ACM~~Vice ~~Trust~~President and ~~the~~Chief ~~JCW~~Financial ~~Trust~~Officer, ~~are affiliates of certain stockholders of the Company and of Mr. Ross Mangano~~$215,000; ~~the Chairman of the Board of Directors of the Company.~~ Mr. Michael FA. ~~Elliot~~ Floyd, aSenior ~~member~~Vice ofPresident, ~~the~~Chief ~~Board~~Marketing ofOfficer, ~~Directors of the Company~~$192,600; ~~is the managing director of Wakefield.~~ Mr. ~~Steve~~Thomas GJ. ~~Nussrallah~~Francis, aSenior ~~member of the Board~~Vice ofPresident, ~~Directors~~Senior ofVice ~~the Company~~President, isNetwork ~~the~~Operations, ~~general partner of Noro-Moseley~~$157,500.

~~Item 2.02 Results of Operations and Financial Condition.~~SIGNATURES

OnPursuant ~~May 12,~~to ~~2005,~~ the ~~Company~~requirements ~~issued~~of athe ~~press~~Securities ~~release~~Exchange ~~announcing~~Act ~~its results~~ of ~~operations~~1934, ~~and financial condition for~~ the ~~quarter~~registrant ~~ended~~has ~~March 31,~~duly caused ~~2005.~~this Areport ~~copy~~to ofbe ~~this~~signed ~~press~~on ~~release~~its ~~is furnished~~behalf asby ~~Exhibit 99.1~~the ~~hereto~~undersigned ~~and~~hereunto ~~incorporated~~duly ~~by reference herein~~authorized.

InCypress ~~accordance~~Communications ~~with~~Holding ~~General Instruction B~~Co.~~2 of Form 8-K~~, ~~this~~Inc. ~~Current~~(Registrant) ~~Report~~By: on/s/ ~~Form~~Neal ~~8-K, including Exhibit 99~~L.1, ~~shall~~Miller ~~not~~Neal beL. ~~deemed~~Miller ~~“filed”~~Chief ~~for~~Financial the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Officer

~~Item~~Date: ~~9.01~~June 10, ~~Financial Statements and Exhibits~~2005

Exhibit 10.1 Second Amendment to the Loan Agreement, dated May 12, 2005, by and among J. Oliver Cunningham Trust dated February 26, 1971, the Anne C. McClure Trust dated February 26, 1971, the Jane C. Warriner Trust dated February 26, 1971, Noro-Moseley Partners V, L.P., Wakefield Group III, LLC, Cypress Communications Holding Co., Inc. and Cypress Communications, Inc.

Exhibit 99.1 Press release issued by Cypress Communications Holding Co., Inc. on May 12, 2005

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.

Cypress Communications Holding Co., Inc. (Registrant) By: /s/Gregory P. McGraw Gregory P. McGraw President and Chief Executive Officer

Date: May 12, 2005

Exhibits

Exhibit No.		Description
10.1		Second Amendment to the Loan Agreement, dated May 12, 2005, by and among J. Oliver Cunningham Trust dated February 26, 1971, the Anne C. McClure Trust dated February 26, 1971, the Jane C. Warriner Trust dated February 26, 1971, Noro-Moseley Partners V, L.P., Wakefield Group III, LLC, Cypress Communications Holding Co., Inc. and Cypress Communications, Inc.
99.1		Press release issued by Cypress Communications Holding Co., Inc. on May 12, 2005

Table of Contents

Table of Contents

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