UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

Washington, D.C. 20549-1004

FORM 8-K

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

~~Pursuant to~~DATE ~~Section~~OF 13REPORT: ofAugust ~~the~~18, ~~Securities Exchange Act of 1934~~2004

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

INTERWAVE COMMUNICATIONS INTERNATIONAL , LTD.

(Exact name of ~~Registrant~~ registrant as specified in its charter)

Bermuda	000-1095478	98-0155633
BERMUDA	98-0155633
(State or other jurisdiction of incorporation or organization)	~~[Commission~~(I.R.S. ~~File~~Employer ~~Number]~~identification No.)	~~(I.R.S. Employer Identification Number)~~
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.)

~~CLARENDON HOUSE,~~Item 12. Disclosure of Results of Operations and Financial Condition

2The ~~CHURCH~~following information is furnished ~~STREET~~pursuant to Item 12, “Disclosure of Results of Operations and Financial Condition.”

POn August 18, 2004, interWAVE Communications International Ltd.O. ~~BOX~~announced its financial results for the fourth fiscal HMquarter ~~1022~~and year ended June 30, 2004. The press release is attached as Exhibit 99.1 to this Form 8-K.

~~HAMILTON HM DX, BERMUDA~~2

~~(Address of principal executive offices)~~SIGNATURE

~~(441)~~Pursuant to the requirements of the ~~295-5950~~Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized,

(Registrant’s telephone number, including area code)

August 18, 2004	interWAVE Communications International, Ltd.

	By:	/s/ CAL R. HOAGLAND
		Cal R. Hoagland
		Senior Vice President and
		Chief Financial Officer

~~Item 4. Changes in Registrant’s Certifying Accountants~~3

~~(b) New~~INTERWAVE ~~independent accountants~~COMMUNICATIONS INTERNATIONAL LTD.

OnINDEX ~~April~~TO 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.EXHIBITS

Exhibit No.		Description

99.1		Press Release dated August 18, 2004.

~~SIGNATURE~~4

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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