v06549_8ka

SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549
 
FORM 8-K/A
 
AMENDMENT NO. 1 TO CURRENT REPORT 
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
 
Date of Report:
 
June 21, 2004
 
MOBILEPRO CORP.

(Exact Name of Registrant as Specified in Charter) 

Delaware  002-97869-D 87-0419571
(State of Incorporation)   (Commission File Number ) (IRS Employer Identification No.)

6701 Democracy Blvd., Suite 300 
Bethesda, MD 20817 

(Address of principal executive offices) (Zip Code) 
 
(301) 315-9040 

(Registrant's telephone number) 

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

        |_|  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

        |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

        |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


          Item 9.01. Financial Statements and Exhibits.

              On June 22, 2004, we filed a Current Report on Form 8-K (the "Report") to report our June 21, 2004 purchase of certain assets of Crescent Communications, Inc. ("Crescent"). We are filing this Amendment No. 1 to the Report to include the financial statements and pro forma financial information required under Item 9.01 of Form 8-K.

(a)      Financial statements of acquired businesses.

          The financial statements of Crescent required by this item are attached as Exhibit 99.3 and incorporated herein by this reference.

(b)      Pro forma financial information

          The pro forma financial information required by this item for the transaction described in the Report is attached as Exhibit 99.4 and incorporated herein by this reference.

(c)      Exhibits Furnished.

99.3    Financial Statements of Crescent.
 
99.4  Pro forma financial information.
 

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 thereunto duly authorized.

  By: /s/ Jay O. Wright 
 
  Jay O. Wright 
  President and Chief Executive Officer
  MOBILEPRO CORP. 
   
Date: September 10, 2004