UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES AND~~Washington, ~~EXCHANGE~~DC ~~COMMISSION~~20549

~~Washington,~~FORM ~~DC 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

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

~~Pursuant~~Date toof ~~Section~~Report (Date 13of orearliest ~~15(d)~~event ofreported)

~~The~~October 1, ~~Securities Exchange Act of 1934~~2004

~~Date of Report (Date of earliest~~INTERWAVE ~~event~~COMMUNICATIONS ~~reported)~~INTERNATIONAL LTD.

~~September~~(Exact ~~30,~~name ~~2004~~of registrant as specified in its charter)

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

Bermuda		000-1095478		98-0155633
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Bermuda	000-1095478	98-0155633
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

CLARENDON HOUSE,
2 CHURCH STREET
P.O. BOX HM 1022
HAMILTON HM DX, BERMUDA

~~CLARENDON~~(Address of ~~HOUSE~~principal executive offices, including zip code)

~~2 CHURCH~~(441) ~~STREET~~295-5950

~~P.O. BOX~~(Registrant’s HMtelephone ~~1022~~number, including area code)

~~HAMILTON~~NOT ~~HM DX, BERMUDA~~APPLICABLE

(~~Address~~Former ofname ~~principal executive~~or ~~offices~~former address, ~~including~~if ~~zip~~changed ~~code~~since last report)

~~(441)~~Check ~~295~~the appropriate box below if the Form 8-~~5950~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Registrant’s~~o ~~telephone~~Written ~~number,~~communications pursuant to Rule 425 under ~~including~~the ~~area~~Securities ~~code~~Act (17 CFR 230.425)

~~NOT~~o Soliciting material pursuant to Rule 14a-12 ~~APPLICABLE~~under the Exchange Act (17 CFR 240.14a-12)

~~(Former~~o ~~name~~Pre-commencement orcommunications ~~former~~pursuant ~~address,~~to Rule if14d-2(b) ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.14d-2(b))

~~Check the~~o ~~appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously satisfy~~Rule ~~the~~13e-4(c) ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~13e-4(c):)

~~o Written~~Item ~~communications~~8.01. ~~pursuant~~Other ~~to Rule 425 under the Securities Act (17 CFR 230.425)~~Events

oAttached and ~~Soliciting~~incorporated ~~material~~herein ~~pursuant~~by toreference ~~Rule~~in ~~14a-12~~its ~~under~~entirety ~~the~~as ~~Exchange~~Exhibit ~~Act~~99.1 ~~(17~~is ~~CFR~~a copy of a ~~240~~press release issued by Registrant on October 1, 2004.~~14a-12)~~

~~o Pre-commencement~~Item ~~communications~~9.01. ~~pursuant~~Financial toStatements ~~Rule~~and ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Exhibits

~~o Pre-commencement communications pursuant to Rule 13e-4~~(c) ~~under the Exchange Act (17 CFR 240~~ Exhibits.~~13e-4(c))~~

Item 8.01. Other Events

Exhibit Number		Description of Exhibit
99.1		Press Release issued by Registrant on October 1, 2004

~~Attached and incorporated herein by reference in its entirety as Exhibit 99.1 is a copy of a press release issued by Registrant on September 30, 2004.~~2

Item 9.01. Financial Statements and ExhibitsSIGNATURES

~~(c) Exhibits~~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.

Exhibit Number		Description of Exhibit
99.1		Press Release issued by Registrant on September 30, 2004

		INTERWAVE COMMUNICATIONS INTERNATIONAL LTD.

	By:	/s/ ERWIN F. LEICHTLE
		Erwin F. Leichtle President and Chief Executive Officer

2Date: October 1, 2004

~~SIGNATURES~~3

~~Pursuant to the~~EXHIBIT ~~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.~~INDEX

INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. By: /s/ ERWIN F. LEICHTLE Erwin F. Leichtle President and Chief Executive Officer

Exhibit Number		Description of Exhibit
99.1		Press Release issued by Registrant on October 1, 2004

~~Date: September 30, 2004~~4

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
99.1		Press Release issued by Registrant on September 30, 2004

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