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                                                                   Exhibit 10.15

                               IWO HOLDINGS, INC.
                              STOCK INCENTIVE PLAN
                          (AS AMENDED ON MAY 31, 2001)

         1. Establishment and Purpose of the Plan. This Management Stock
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Incentive Plan (the "Plan") is established by IWO Holdings, Inc., a Delaware
corporation ("Holdings"), as of December 20, 1999. The Plan is designed to
enable Holdings to attract, retain and motivate directors, members of the
management and certain other officers and key employees of Holdings and its
subsidiaries, by providing for or increasing their proprietary interest in
Holdings. The Plan provides for the grant of options ("Options") that qualify as
incentive stock options ("Incentive Stock Options") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as Options that
do not so qualify ("Non-Qualified Options"), for the grant of stock appreciation
rights ("Stock Appreciation Rights") and for the sale or grant of restricted
stock ("Restricted Stock").

         2. Stock Subject to Plan. The number of shares of stock that may be
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subject to Options or Stock Appreciation Rights granted hereunder plus the
number of shares of stock that may be granted or sold as Restricted Stock
hereunder shall not in the aggregate exceed 2,500,000.0000 shares of Holdings'
Class B Common Stock (the "Shares"), subject to adjustment under Section 13
hereof; provided further that the number of Shares that a Participant (as
hereinafter defined) may receive pursuant to the Plan shall in no event exceed
750,000.0000 in any year. The Shares that may be subject to Options granted and
Restricted Stock sold or granted under the Plan may be authorized and unissued
Shares or Shares reacquired by Holdings and held as treasury stock.

         Shares that are subject to the unexercised portions of any Options that
expire, terminate or are canceled, and Shares that are subject to any Stock
Appreciation Rights that expire, terminated or are canceled, and Shares of
Restricted Stock that are reacquired by Holdings pursuant to the restrictions
thereon, shall again be available for the grant of Options or Stock Appreciation
Rights and the sale or grant of Restricted Stock under the Plan. If a Stock
Appreciation Right is exercised, any Option or portion thereof that is
surrendered in connection with such exercise shall terminate and the Shares
theretofore subject to the Option or portion thereof shall not be available for
further use under the Plan.

         3. Shares Subject to Certificate of Incorporation. All Shares issuable
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under Options or Stock Appreciation Rights and all Shares of Restricted Stock
sold or granted pursuant to this Plan shall be subject to the terms and
restrictions contained in the Certificate of Incorporation of Holdings. A copy
of the Certificate of Incorporation shall be delivered to the recipient of an
Option, Stock Appreciation Right or Restricted Stock at the time of grant or
issuance.

         4. Administration of the Plan. The Plan shall be administered by a
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committee (the "Committee") appointed by the Board of Directors (the "Board") of
Holdings. If no persons are a designated by the Board to serve on the Committee,
the Plan shall be administered by the Board and all references herein to the
Committee shall refer to the Board. The Board shall have the discretion to add,
remove or replace members of the Committee, and shall have the sole authority to
fill vacancies on the Committee.

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         All actions of the Committee shall be authorized by a majority vote
thereof at a duly called meeting. The Committee shall have the sole authority,
in its absolute discretion, to adopt, amend, and rescind such rules and
regulations as, in its opinion, may be advisable in the administration of the
Plan, to construe and interpret the Plan, the rules and regulations, and the
agreements and other instruments evidencing Options and Stock Appreciation
Rights granted and Restricted Stock sold or granted under the Plan, and to make
all other determinations deemed necessary or advisable for the administration of
the Plan. All decisions, determinations, and interpretations of the Committee
shall be final and conclusive upon the Participants, as hereinafter defined
provided such determinations and interpretations shall not adversely effect the
terms of any outstanding Option without the consent of the holder thereof.
Notwithstanding the foregoing, any dispute arising under any Agreement (as
defined below) shall be resolved pursuant to the dispute resolution mechanism
set forth in such Agreement.

         Subject to the express provisions of the Plan, the Committee shall
determine the number of Shares subject to grants or sales and the terms thereof,
including the provisions relating to the exercisability of Options and Stock
Appreciation Rights, lapse and non-lapse restrictions upon the Shares obtained
or obtainable under the Plan and the termination and/or forfeiture of Options
and Stock Appreciation Rights and Restricted Stock under the Plan. The terms
upon which Options and Stock Appreciation Rights are granted and Restricted
Stock is sold or granted shall be evidenced by a written agreement, executed by
Holdings and the Participant (each, an "Agreement"), containing such terms and
conditions as may be approved by the Committee; provided that such terms and
conditions are not inconsistent with the express conditions of the Plan.

         5. Eligibility. Persons who shall be eligible for grants of Options or
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Stock Appreciation Rights or sales or grants of Restricted Stock hereunder shall
be those directors, officers and employees of Holdings or a subsidiary of
Holdings who are members of a select group of directors, management and other
key employees that the Committee may from time to time designate to participate
under the Plan ("Participants") through grants of Non-Qualified Options,
Incentive Stock Options and, if applicable, Stock Appreciation Rights, and/or
through sales or grants of Restricted Stock.

         6. Terms and Conditions of Options. No Incentive Stock Option shall be
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granted for a term of more than ten years and no Non-Qualified Option shall be
granted for a term of more than ten (10) years and thirty (30) days. Options
may, in the discretion of the Committee, be granted with associated Stock
Appreciation Rights or be amended so as to provide for associated Stock
Appreciation Rights. The Agreement may contain such other terms, provisions, and
conditions as may be determined by the Committee as long as such terms,
conditions and provisions are not inconsistent with the Plan. The Committee
shall designate as such those Options intended to be eligible to qualify and be
treated as Incentive Stock Options and, correspondingly, those Options not
intended to be eligible to qualify and be treated as Incentive Stock Options.

         7. Exercise Price of Options. The exercise price for each Non-Qualified
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Option granted hereunder shall be set forth in the Agreement. For so long as
required under Section 422 of the Code and the regulations promulgated
thereunder (or any successor statute or rules), the exercise price of any Option
intended to be eligible to qualify and be treated as an Incentive


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Stock Option shall not be less than the fair market value of the Shares on the
date such Incentive Stock Option is granted, except that if such Incentive Stock
Option is granted to a Participant who on the date of grant is treated under
Section 424(d) of the Code as owning stock (not including stock purchasable
under outstanding options) possessing more than ten percent of the total
combined voting power of all classes of Holdings' stock, the exercise price
shall not be less than one hundred ten percent (110%) of the fair market value
of the Shares on the date such Incentive Stock Option is granted.

         Unless otherwise provided by the Agreement, the fair market value of
Shares for the purposes of this Plan shall be determined by the Board, whose
valuation shall be binding upon each Optionee.

         Payment for Shares purchased upon exercise of any Option granted
hereunder shall be in cash at the time of exercise, except that, if either the
Agreement so provides or the Committee so permits, and if Holdings is not then
prohibited from doing so, such payment may be made in whole or in part with
surrendered or withheld shares of stock of the same class as the stock then
subject to the Option provided that Optionee has owned such shares for at least
six (6) months. The Committee also may on an individual basis permit payment or
agree to permit payment by such other alternative means as may be lawful,
including by delivery of an execute exercise notice together with irrevocable
instructions to a broker promptly to deliver to Holdings the amount of sale or
loan proceeds required to pay the exercise price.

         8. Non-transferability. Unless provided otherwise in the Agreement, any
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Option granted under this Plan shall by its terms be nontransferable by the
Participant other than by will or the laws of descent and distribution (in which
case such descendant or beneficiary shall be subject to all terms of the Plan
applicable to Participants) and is exercisable during the Participant's lifetime
only by the Participant or by the Participant's guardian or legal
representative.

         9. Incentive Stock Options. The provisions of the Plan are intended to
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satisfy the requirements set forth in Section 422 of the Code and the
regulations promulgated thereunder (including the aggregate fair market value
limits set forth in Section 422(d) of the Code) with respect of Incentive Stock
Options granted under the Plan. For so long as required under Section 422 of the
Code and the regulations promulgated thereunder (or any successor statute or
rules), during the term of the Plan, the aggregate fair market value of the
Shares with respect to which Incentive Stock Options are first exercisable by a
Participant during any calendar year shall not exceed $100,000. For the purpose
of this Section 9, the fair market value of the Shares shall be determined at
the time the Incentive Stock Option is granted.

         10. Stock Appreciation Rights. The Committee may, under such terms and
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conditions as it deems appropriate, grant to any Participant selected by the
Committee Stock Appreciation Rights, which may or may not be associated with
Options. Upon exercise of a Stock Appreciation Right, the Participant shall be
entitled to receive payment of an amount equal to the excess of the fair market
value, as defined by the Committee, of the underlying Shares on the date of
exercise over the Stock Appreciation Right's exercise price. Such payment may be
made in additional Shares valued at their fair market value on the date of
exercise or in cash, or partly in Shares and partly in cash, as the Committee
may designate. The Committee may


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require that any Stock Appreciation Right shall be subject to the condition that
the Committee may at any time in its absolute discretion not allow the exercise
of such Stock Appreciation Right.

         11. Restricted Stock. The Committee may sell or grant Restricted Stock
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under the Plan (either independently or in connection with the exercise of
Options or Stock Appreciation Rights under the Plan) to Participants selected by
the Committee. The Committee shall in each case terminate the number of Shares
of Restricted Stock to be sold or granted, the price at which such Shares are
sold, if applicable, and the terms and duration of the restrictions to be
imposed upon those Shares.

         12. Investment Representation. Each Agreement may contain an agreement
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that, upon demand by the Committee for such a representation, the Optionee shall
deliver to the Committee at the time of any exercise of an Option a written
representation that the Shares to be acquired upon such exercise are to be
acquired for investment and not for resale or with a view to distribution
thereof. Upon such demand, delivery of such representation prior to the delivery
of any Shares issued upon exercise of an Option and prior to the expiration of
the option period shall be a condition precedent to the right of the optionee or
such other person to purchase any Shares.

         13. Adjustments. In the event of any one or more reorganizations,
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recapitalizations, stock splits, reverse stock splits, stock dividends,
extraordinary dividends, or distributions, or similar events, an appropriate
adjustment shall be made in the number, exercise or sale price and/or type of
shares or securities for which Options or Stock Appreciation Rights may
thereafter be granted and Restricted Stock may thereafter be sold or granted
under the Plan. The Committee also shall designate the appropriate changes that
shall be made in Options or Stock Appreciation Rights, or rights to purchase
Restricted Stock under the Plan, so as to preserve the value of any such
Options, Stock Appreciation Rights or Restricted Stock. Any such adjustment in
outstanding Options shall be made without changing the aggregate exercise price
applicable to the unexercised portions of such Options. Any such adjustments in
outstanding rights to purchase Restricted Stock shall be made without changing
the aggregate purchase price of such Restricted Stock.

         14. Duration of Plan. Options may not be granted and Restricted Stock
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may not be sold or granted under the Plan after December 20, 2009.

         15. Amendment and Termination of the Plan. The Committee may amend the
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Plan or any Agreement issued hereunder to the extent necessary for any Option or
Stock Appreciation Right granted or Restricted Stock sold or granted under the
Plan to comply with applicable tax or securities laws. If the Board determines
that the approval of such action by the stockholders of Holdings is advisable or
necessary for compliance with applicable securities law, tax law, stock exchange
requirement or other applicable federal or state law, no such action of the
Board or the Committee shall be permitted unless taken with or ratified by such
approval.

         No Option or Stock Appreciation Right may be granted or Restricted
Stock sold or granted during any suspension of the Plan or after the termination
of the Plan. No amendment, suspension or termination of the Plan or of any
Agreement issued hereunder shall, without the


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consent of the affected holder of such Option or Stock Appreciation Right or
Restricted Stock, adversely alter or otherwise impair any rights or obligations
in any Option or Stock Appreciation Right or Restricted Stock theretofore
granted or sold to such holder under the Plan.

         16. Nature of Plan. This Plan is intended to qualify as a compensatory
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benefit plan within the meaning of Rule 701 under the Act. This Plan is intended
to constitute an unfunded arrangement for a select group of directors,
management and other key employees.

         17. Cancellation of Options. Any Option granted under the Plan may be
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canceled at any time with the consent of the holder and a new Option may be
granted to such holder in lieu thereof.

         18. Withholding Taxes. Whenever Shares are to be issued with respect to
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the exercise of Options or amounts are to be paid or income earned with respect
to Stock Appreciation Rights or Restricted Stock under the Plan, the Committee
in its discretion may require the Participant to remit to Holdings, prior to the
delivery of any certificate or certificates for such Shares or the payment of
any such amounts, all or any part of the amount determined in the Committee's
discretion to be sufficient to satisfy federal, state and local withholding tax
obligations (the "Withholding Obligation") that Holdings or its counsel
determines may arise with respect to such exercise, issuance or payment.
Pursuant to a procedure established by the Committee or as set forth in the
Agreement, the Participant may (i) request Holdings to withhold delivery of a
sufficient number of Shares or a sufficient amount of the Participant's
compensation or (ii) deliver a sufficient number of previously-issued Shares, to
satisfy the Withholding Obligation, which shares have been owned by the Optionee
for at least six (6) months with an aggregate Fair Market Value equal to the
minimum statutory amount of the federal, state, local and other taxes required
to be withheld.


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