~~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

~~_______________~~CURRENT REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~_______________~~Date of Report (Date of earliest event reported): February 3, 2005

~~CURRENT~~Cypress ~~REPORT Pursuant~~Communications toHolding ~~Section 13~~Co., ~~OR 15(d) of The Securities Exchange Act of 1934~~Inc.

~~Date~~(Exact name of ~~Report~~registrant ~~(Date~~as ofspecified ~~earliest~~in ~~event~~its ~~reported~~charter)~~: November 5, 2004~~

Cypress Communications Holding Co., Inc.


Delaware	000-30401	36-4166222
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		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 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~~box below if the Form ~~100 Atlanta,~~8-K ~~Georgia~~filing ~~30305~~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 ~~telephone~~Written ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code)~~Rule 425 under the Securities Act

~~Check~~o ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ~~if the Form 8~~Rule 14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation of the registrant under any of the~~Act ~~following provisions:~~

o ~~Written~~Pre-commencement communications pursuant to Rule 14d-2(b) ~~425~~ under the ~~Securities~~Exchange Act

þo ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~ 13e-124(c) under the Exchange Act

oTABLE ~~Pre-commencement~~OF ~~communications pursuant to Rule 14d-2(b) under the Exchange Act~~CONTENTS

oItem ~~Pre-commencement~~1.01 ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~13e~~Definitive Agreement Item 2.02 Results of Operations and Financial Condition Item 9.01 Financial Statements and Exhibits SIGNATURES Exhibits EX-~~4(c)~~2.1 ~~under~~AMENDMENT ~~the~~TO ~~Exchange~~AGREEMENT ~~Act~~AND PLAN OF MERGER EX-99.1 PRESS RELEASE

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TABLE OF CONTENTS

	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

(In a~~) On~~ ~~November~~February 54, ~~2004~~2005 press release, Cypress Communications Holding Co., Inc. (the “Company”)~~, TechInvest Holding Company, Inc. (“Parent”) and TechInvest~~ ~~Acquisition,~~announced ~~Inc.,~~that ait ~~wholly-owned~~agreed ~~subsidiary~~to ofan ~~Parent~~amendment (the “~~Purchaser~~Amendment”), ~~entered into~~to anthe Agreement and Plan of Merger (as amended, the “Merger Agreement”) ~~pursuant~~entered tointo ~~which the~~on ~~Parent~~November 5, ~~will~~2004, ~~acquire~~between the Company ~~by the merger of the Purchaser with and~~, ~~into~~TechInvest ~~the~~Holding Company, ~~with~~Inc. ~~the~~(“Parent”) ~~Company~~and ~~surviving~~TechInvest ~~the~~Acquisition, ~~merger~~Inc., as a wholly- owned subsidiary of ~~the~~ Parent. ~~The total value of the transaction~~(“Purchaser”), ~~at the~~pursuant time of the execution of the Merger Agreement, is $39.350 million. The Merger Agreement contains provisions for final merger consideration adjustments, upwards or downwards, based on the achievement of certain conditions pertaining to ~~changes~~which inParent ~~certain~~will ~~current~~acquire ~~assets and liabilities between~~ the ~~execution of the Merger Agreement and closing of the transaction~~Company.

The ~~Merger~~total ~~Agreement~~value ~~provides~~of ~~that~~the transaction, at the ~~merger~~time ~~consideration~~of ~~will~~the ~~first~~execution ~~be used~~of tothe ~~repay~~Merger ~~outstanding~~Agreement, ~~indebtedness~~was $39.350 million. The ~~remaining~~Merger Agreement contains provisions for final merger consideration adjustments, ~~after transaction~~upwards ~~expenses~~or downwards, ~~will~~based beon ~~distributed~~the toachievement ~~stockholders,~~of ~~with~~certain anconditions ~~estimated~~pertaining to ~~price~~changes ~~per~~in ~~share~~certain current assets and liabilities between the execution of ~~$1.63,~~the ~~subject~~Merger toAgreement ~~final~~and closing ~~merger~~of ~~consideration~~the ~~agreements~~transaction.

On February 3, 2005, in recognition of potential increases in working capital relating to the telecommunications tax recovery, the Company and Parent agreed to the Amendment to increase the merger consideration by $935,000, making the total value of the transaction $40.285 million. The parties also agreed in the Amendment, among other things, that accounts receivable attributable to the telecommunications tax recovery will be capped in light of the increase in the merger consideration for purposes of calculating the final merger consideration adjustment.

The Merger Agreement provides that the merger consideration will first be used to repay outstanding indebtedness. The remaining consideration, after transaction expenses, will be distributed to stockholders, with an estimated price per share of $1.71, subject to final merger consideration adjustments (The $1.71 per share cash consideration is estimated by the Company as of December 31, 2004 and is subject to adjustment upwards or downwards pursuant to the merger agreement).

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~~In ~~foregoing~~connection ~~description~~with of the Merger Agreement ~~does not purport to be complete~~ and isthe ~~qualified~~transactions incontemplated ~~its entirety~~ by ~~reference~~it, to the ~~Merger Agreement,~~ ~~which~~Company ishas ~~filed~~scheduled asa ~~Exhibit 2.1~~special tomeeting ~~this~~of ~~Current~~its ~~Report~~stockholders onfor ~~Form~~March 15, ~~8-K and incorporated herein by reference~~2005.

The ~~Company will~~foregoing bedescription ~~preparing~~of ~~and filing with~~ the ~~Securities~~Merger ~~and~~Agreement ~~Exchange Commission~~ and ~~mailing to its shareholders a proxy statement regarding~~ the ~~proposed~~ ~~merger~~Amendment ~~and~~does ~~related~~not ~~matters.~~purport ~~Stockholders are urged~~ to ~~read the proxy~~be ~~statement~~complete ~~carefully~~and ~~when it~~ is ~~available,~~qualified asin itits ~~will~~entirety ~~contain~~by ~~important information~~reference ~~that stockholders should consider before making a decision about the merger. In addition~~ to ~~receiving~~ the ~~proxy~~Merger ~~statement~~Agreement ~~from~~and the ~~Company by mail~~Amendment, which ~~stockholders~~are ~~also~~filed ~~will be able to obtain the proxy statement,~~ as ~~well~~of ~~as other filings containing information about the Company~~November 8, ~~without~~2004 ~~charge,~~on ~~from the~~Form ~~Securities~~8-K and ~~Exchange~~as ~~Commission’s website (http://www~~Exhibit 2.~~sec.gov)~~1 ~~or, without~~to ~~charge,~~this ~~from~~Current ~~the~~Report ~~Company's website at www.cypresscom.net. This announcement is~~on ~~neither~~Form a8-K, ~~solicitation of proxy~~respectively, anand ~~offer~~incorporated toherein ~~purchase~~by ~~nor a solicitation of an offer to sell shares of the Company~~reference.

The Company ~~and~~will ~~its~~be ~~executive~~preparing ~~officers~~ and ~~directors~~filing ~~may~~with bethe ~~deemed~~Securities toand beExchange Commission and ~~participants~~mailing into ~~the~~its ~~solicitation~~stockholders ofa ~~proxies~~proxy ~~from~~statement regarding the ~~Company~~proposed ‘smerger ~~stockholders~~and related matters. ~~with~~Stockholders ~~respect~~are urged to read the ~~proposed~~proxy ~~merger.~~statement ~~Information~~carefully ~~regarding~~when ~~any~~it ~~interests~~is ~~that~~available, as it will contain important information that stockholders should consider before making a decision about the merger. ~~Company’s~~In ~~executive~~addition ~~officers~~to ~~and~~receiving ~~directors~~the ~~may~~proxy ~~have~~statement infrom the ~~transaction~~Company ~~will~~by mail, stockholders also will be ~~set~~able ~~forth~~to inobtain the proxy statement., as well as other filings

~~(b) The~~containing ~~Company~~information ~~filed~~about athe ~~Form~~Company, ~~8-K~~without ~~dated August 18~~charge, ~~2004~~from ~~reporting~~the ~~that~~Securities ~~the~~and Exchange ~~Company~~Commission’s ~~Board~~website of(http://www.sec.gov) ~~Directors~~or, ~~adopted~~without ~~the Cypress Communications~~charge, ~~Inc.~~from ~~Key Executive Officer Retention Plan (~~the ~~“KEORP”)~~Company’s ~~with~~website ~~respect to Gregory P.~~at ~~McGraw~~www.cypresscom.net. ~~and~~This ~~certain~~announcement ~~other~~is ~~executive~~neither ~~officers~~a solicitation of ~~the~~proxy, ~~Company.~~an Asoffer ofto ~~November 4,~~purchase nor ~~2004,~~a ~~the~~solicitation ~~Company~~of ~~amended~~an ~~the~~offer ~~KEORP~~ to ~~provide~~sell ~~that~~shares of the Company.

~~Table~~ The Company and its executive officers and directors may be deemed to be participants in the solicitation of ~~Contents~~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.

~~total~~Item ~~retention award to Mr~~2. ~~McGraw~~02 ~~will~~Results beof ~~$375,000.~~Operations Noand ~~other~~Financial ~~changes were made to the KEORP~~Condition.

~~Item~~ On 8February 4, 2005, the Company issued a press release announcing its results of operations and financial condition for the fiscal quarter ended September 30, 2004.01 ~~Other~~The ~~Events~~announcement of the third quarter results and the filing of the Form 10-Q had been delayed as the Company evaluated the financial impact of payments made to telecommunications service providers for taxes and surcharges for which it might be exempt. The Company notified the Securities and Exchange Commission on November 12, 2004 of the delay with the filing of a Form 12b-25.

OnIn ~~November 5~~accordance with General Instruction B.2 of Form 8-K, ~~2004~~this Current Report on Form 8-K, including ~~the~~Exhibit 99.1, ~~Company~~shall ~~issued~~not abe ~~press~~deemed ~~release~~“filed” ~~announcing~~for the ~~execution~~ purposes of Section 18 of the Securities ~~Merger~~Exchange ~~Agreement.~~Act Aof ~~copy~~1934, as amended, or otherwise subject to the liability of ~~this~~that ~~press~~section, nor ~~release~~shall isit ~~being~~be ~~filed~~deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as ~~Exhibit 99.1~~shall tobe ~~this~~expressly ~~Current~~set ~~Report~~forth onby ~~Form~~specific ~~8-K~~reference in such a filing.

Item 9.01 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

~~Table~~ Exhibit 2.1 Amendment to Agreement and Plan of ~~Contents~~Merger by and among TechInvest Holding Company, Inc., TechInvest Acquisition, Inc. and Cypress Communications Holding Co., Inc., dated as of February 3, 2005

~~SIGNATURES~~ Exhibit 99.1 Press release issued by Cypress Communications Holding Co., Inc. on February 4, 2005

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the~~SIGNATURES ~~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

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.

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

~~Exhibits~~Date: February 7, 2005

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

Exhibits


Exhibit No.		Description
2.1		Amendment to Agreement and Plan of Merger by and among TechInvest Holding Company, Inc., TechInvest Acquisition, Inc. and Cypress Communications Holding Co., Inc., dated as of February 3, 2005

99.1		Press release issued by Cypress Communications Holding Co., Inc. on February 4, 2005

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