UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT ~~REPORT PURSUANT TO SECTION 13 OR~~ ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~REPORT

~~DATE~~Pursuant OFto ~~REPORT:~~Section ~~October~~13 ~~29,~~of ~~2003~~the Securities Exchange Act of 1934

~~Commission~~Date of ~~File~~Report ~~Number~~(date ~~000-1095478~~of earliest event reported): April 22, 2004

INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD. ~~(Exact name of registrant as specified in its charter)~~

BERMUDA		98-0155633
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer identification No.)
CLARENDON HOUSE, 2 CHURCH STREET P.O. BOX HM 1022 HAMILTON HM DX, BERMUDA		NOT APPLICABLE
(Address of principal executive offices)		(Zip code)
(441) 295-5950
(Registrant’s telephone number including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report.)

(Exact name of Registrant as specified in its charter)

Item 12. Disclosure of Results of Operations and Financial Condition

Bermuda		000-1095478		98-0155633
(State or other jurisdiction of incorporation or organization)		[Commission File Number]		(I.R.S. Employer Identification Number)

~~The following~~CLARENDON ~~information is furnished pursuant to Item 12~~HOUSE, ~~“Disclosure of Results of Operations and Financial Condition.”~~

On2 ~~October 29,~~CHURCH 2003, interWAVE Communications International, Ltd. announced its financial results for the first fiscal quarter ended September 30, 2003. The press release is attached as Exhibit 99.1 to this Form 8-K.STREET

2P.O. BOX HM 1022

~~SIGNATURE~~HAMILTON HM DX, BERMUDA

~~Pursuant to~~(Address ~~the requirements~~ of ~~the Securities Exchange Act of 1934, the Registrant has~~principal ~~duly~~executive ~~caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized,~~offices)

October 29, 2003	interWAVE Communications International, Ltd.
	By:	/s/ CAL R. HOAGLAND
		Cal R. Hoagland Senior Vice President and Chief Financial Officer

(441) 295-5950

3(Registrant’s telephone number, including area code)

~~INTERWAVE COMMUNICATIONS~~Item ~~INTERNATIONAL LTD~~4. Changes in Registrant’s Certifying Accountants

~~INDEX TO~~(b) New ~~EXHIBITS~~independent accountants

Exhibit No.		Description
99.1		Press Release dated October 29, 2003

On April 20, 2004, the Company’s Audit Committee engaged Burr, Pilger & Mayer LLP to audit its financial statements as of and for the year ending June 30, 2004. Prior to their engagement, they were not consulted on any Company accounting or auditing matter, and there were no written reports or oral advice regarding any accounting or auditing matter provided by them to the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERWAVE COMMUNICATIONS INTERNATIONAL LTD.
	(Registrant)


Date: April 22, 2004	By:	/s/ CAL R. HOAGLAND
		Cal R. Hoagland
		Senior Vice President and Chief Financial Officer

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