UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

_______________

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

Date of Report (Date of earliest event reported): ~~August~~November 185, 2004

Cypress Communications Holding Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation) 000-30401 (Commission File Number) 36-~~41662222~~4166222 (IRS Employer Identification No.)

15 Piedmont Center, Suite 100
Atlanta, Georgia 30305
(Address of principal executive offices) (Zip Code)

(404) 869-2500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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


þ		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

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TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement SIGNATURES


	Item 1.01 Entry into a Material Definitive Agreement
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibits
EX-2.1 AGREEMENT AND PLAN OF MERGER
EX-2.2 VOTING AGREEMENT
EX-2.3 VOTING AGREEMENT
EX-99.1 PRESS RELEASE

Item 1.01 Entry into a Material Definitive Agreement

(a) On November 5, 2004, Cypress Communications Holding Co., Inc. ~~and its principal operating~~(the ~~subsidiary~~“Company”), ~~Cypress~~TechInvest ~~Communications~~Holding Company, Inc., (~~collectively, the~~ “~~Company~~Parent”) ~~considers~~ itand ~~essential~~TechInvest Acquisition, toInc., ~~the~~a ~~best~~wholly-owned ~~interests~~subsidiary of ~~its~~Parent ~~stockholders~~(“Purchaser”), ~~to foster the~~entered ~~continuous~~into ~~employment~~an ofAgreement ~~key~~and ~~management~~Plan ~~personnel. The Board~~ of ~~Directors~~Merger of (the ~~Company~~“Merger ~~recognizes,~~Agreement”) ~~however,~~pursuant ~~that,~~to ~~as is~~ which the ~~case~~Parent ~~with~~will ~~many~~acquire ~~publicly~~the ~~held corporations,~~Company by the ~~possibility~~merger of athe ~~Change~~Purchaser inwith ~~Control event exists~~ and into ~~that~~the ~~such possibility~~Company, ~~and~~with the ~~uncertainty~~Company ~~and~~surviving ~~questions~~the ~~which~~merger itas ~~may~~a ~~raise among~~wholly-owned ~~management,~~subsidiary ~~may~~of ~~result in~~ the ~~departure~~Parent. orThe ~~distraction~~total ofvalue ~~management personnel to the detriment~~ of the ~~Company and its stockholders. Therefore~~transaction, onat ~~August 18, 2004~~ the ~~Board~~time of ~~Directors adopted~~ the ~~Cypress~~execution ~~Communications,~~of ~~Inc. Key Executive Officer Retention Plan (~~the ~~“KEORP”)~~Merger toAgreement, ~~reinforce~~is ~~and~~$39.350 million. ~~encourage the~~The ~~continued~~Merger ~~attention~~Agreement ~~and~~contains ~~dedication~~provisions offor ~~certain~~final ~~key~~merger ~~executives to their~~consideration ~~assigned~~adjustments, ~~duties~~upwards ~~without~~or ~~distraction~~downwards, ~~arising~~based ~~from~~on the ~~possibility~~achievement of ~~a Change in~~certain ~~Control~~conditions ~~event.~~pertaining ~~Gregory~~to P.changes ~~McGraw,~~in ~~Salvatore~~certain W.current ~~Collura~~assets and ~~Neal L. Miller are~~liabilities ~~executive~~between ~~officers~~the execution of the ~~Company~~Merger ~~who~~Agreement ~~are~~and ~~participants~~closing inof the ~~KEORP~~transaction.

~~Under~~ The ~~the~~Merger ~~KEORP,~~Agreement ~~the~~provides ~~Company~~that ~~has~~the ~~granted~~merger ~~retention~~consideration ~~awards~~will ~~payable~~first ~~upon a change~~be inused ~~control event~~ to ~~the~~repay ~~executive~~outstanding ~~officer if the Company terminates the executive officer’s employment without cause or the executive officer resigns for good reason~~indebtedness. ~~For~~The ~~this~~remaining ~~purpose~~consideration, ~~“good reason” includes a substantial change~~after intransaction ~~the executive officer’s position~~expenses, authority, title, duties or responsibilities, specified relocations of the executive officer’s place of employment, a reduction in the executive officer’s compensation, notification to the executive officer that his employment will be ~~terminated~~distributed ~~otherwise than as permitted by the agreement, failure of the Company~~ to ~~pay executive any compensation that is due~~stockholders, orwith ~~the failure by the Company to obtain~~ an ~~effective~~estimated ~~agreement~~price ~~from~~per ~~any~~share ~~successor to assume and agree to perform the KEORP. Upon such a termination, Messrs. McGraw, Collura and Miller are entitled to retention awards~~ of $~~250,000, $100,000 and $100,000 respectively~~1. ~~Further~~63, ~~this KEORP is~~ subject to ~~the~~final ~~Company entering into an agreement, including but not limited to, a~~ merger ~~agreement~~consideration ~~or tender offer on or before December 31, 2004, that would contemplate a Change in Control event~~agreements. ~~In the event that the~~ ~~Company enters into an agreement contemplating a Change in Control event, and~~ ~~such event is not consummated by June, 30, 2005, then this KEORP is terminated.~~

The closing of the transaction is subject to certain terms and conditions customary for transactions of this type, including receipt of stockholder and regulatory approvals and other conditions.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Company will be preparing and filing with the Securities and Exchange Commission and mailing to its shareholders a proxy statement regarding the proposed merger and related matters. Stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information that stockholders should consider before making a decision about the merger. In addition to receiving the proxy statement from the Company by mail, stockholders also will be able to obtain the proxy statement, as well as other filings containing information about the Company, without charge, from the Securities and Exchange Commission’s website (http://www.sec.gov) or, without charge, from the Company's website at www.cypresscom.net. This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of the Company.

The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the Company ‘s stockholders with respect to the proposed merger. Information regarding any interests that the Company’s executive officers and directors may have in the transaction will be set forth in the proxy statement.

(b) The Company filed a Form 8-K dated August 18, 2004 reporting that the Company’s Board of Directors adopted the Cypress Communications, Inc. Key Executive Officer Retention Plan (the “KEORP”) with respect to Gregory P. McGraw and certain other executive officers of the Company. As of November 4, 2004, the Company amended the KEORP to provide that the

~~SIGNATURES~~total retention award to Mr. McGraw will be $375,000. No other changes were made to the KEORP.

~~Pursuant~~Item to8.01 ~~the~~Other ~~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.~~ Events

~~Cypress~~ On ~~Communications~~November 5, ~~Holding Co.~~2004, ~~Inc.~~the ~~(Registrant)~~Company ~~By:~~issued ~~/s/~~a ~~Gregory~~press Prelease announcing the execution of the Merger Agreement. ~~McGraw~~A ~~Gregory~~copy Pof this press release is being filed as Exhibit 99.1 ~~McGraw~~to ~~President~~this ~~and~~Current ~~Chief~~Report ~~Executive~~on ~~Officer~~Form 8-K.

~~Date:~~Item ~~August 23,~~9.01 ~~2004~~ Financial Statements and Exhibits.

(c)		Exhibits.

2.1		Agreement and Plan of Merger by and among TechInvest Holding Company, Inc., TechInvest Acquisition, Inc. and Cypress Communications Holding Co., Inc., dated as of November 5, 2004

2.2		Voting Agreement by and among TechInvest Holding Company, Inc., Noro-Moseley V, LLP and Wakefield Group III, LLC, dated as of November 5, 2004

2.3		Voting Agreement by and among TechInvest Holding Company, Inc., Ross J. Mangano, Brandywine Operating Partnership, L.P., Gerard H. Sweeney and Jo & Co., dated as of November 5, 2004

99.1		Press release issued by Cypress Communications Holding Co., Inc. on November 5, 2004

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: November 8, 2004

Exhibits


Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among TechInvest Holding Company, Inc., TechInvest Acquisition, Inc. and Cypress Communications Holding Co., Inc., dated as of November 5, 2004

2.2		Voting Agreement by and among TechInvest Holding Company, Inc., Noro-Moseley V, LLP and Wakefield Group III, LLC, dated as of November 5, 2004

2.3		Voting Agreement by and among TechInvest Holding Company, Inc., Ross J. Mangano, Brandywine Operating Partnership, L.P., Gerard H. Sweeney and Jo & Co., dated as of November 5, 2004

99.1		Press release issued by Cypress Communications Holding Co., Inc. on November 5, 2004

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