NII HOLDINGS, INC.

Code of Business Conduct and Ethics

     NII Holdings, Inc. and each of its subsidiaries and controlled affiliates (collectively, the Company) is committed to maintaining the highest standards of business conduct and ethics. The Companys reputation for honesty and integrity in the marketplace is a reflection of the conduct of its employees, officers and directors. It is the responsibility of each employee, officer and director to preserve and enhance that reputation.

     This Code of Business Ethics and Conduct (the Code) reflects the Companys fundamental principles of business conduct and ethical behavior. Adherence to the Codes principles is important to maintain the Companys stature and promote success in a competitive business community. The principles contained in the Code are also important to all employees, officers and directors as individuals because the Code addresses conduct that could lead to criminal and/or civil liability for persons involved in the conduct.

     Please review the Code carefully and direct any questions to the Companys Legal Department.

1.

Administration of the Code

     The Board of Directors of NII Holdings, Inc. (NII) has designated the Legal Department of NII as the Compliance Office responsible for the administration of the Code and has appointed the General Counsel of NII as the Chief Compliance Officer to oversee the implementation and enforcement of the Code. Responsibilities of the Compliance Office shall include the education and training of Company personnel regarding the requirements of the Code, conducting investigations of potential violations of the Code, initiating periodic reviews and monitoring of compliance systems to deter illegal or unethical conduct and maintaining procedures for employees to report actual or suspected violations of the Code.

     The Code shall govern the actions and conduct of every employee, officer and director of NII and its subsidiaries and controlled affiliates. For purposes of the Code, a controlled affiliate shall mean any business in which NII has the ability, through equity ownership or otherwise, to direct the policies and practices of the enterprise.

2.

Compliance with Laws

     All employees, officers and directors of the Company should respect and comply with all of the laws, rules and regulations of the U.S. and other countries, and the states, counties, cities and other jurisdictions, in which the Company conducts its business or which are otherwise applicable to the Company.