8-K

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): September 10, 2007

LEAP WIRELESS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-29752	33-0811062
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10307 Pacific Center Court
San Diego, California 92121
(Address of Principal Executive Offices)

(858) 882-6000
(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 (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 99.1

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On September 10, 2007, James D. Dondero resigned as a member of the Board of Directors of Leap Wireless International, Inc., effective immediately. On September 12, 2007, the Company issued a press release announcing Mr. Dondero’s resignation, a copy of which is attached as Exhibit 99.1 to this current report.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release dated September 12, 2007.

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.

	LEAP WIRELESS INTERNATIONAL, INC.
Date: September 12, 2007	By	/s/ Robert J. Irving, Jr.
		Name:	Robert J. Irving, Jr.
		Title:	Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated September 12, 2007.

EX-99.1

Exhibit 99.1

Leap Announces Change to Its Board of Directors Page 1 of 2

Leap contacts:
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com

James Seines, Investor Relations
858-882-6084
jseines@leapwireless.com

Jim Barron 212-687-8080
Matt Benson 415-618-8750
Sard Verbinnen & Co.

Leap Wireless Announces Change to Its Board of Directors

SAN DIEGO – September 12, 2007 — Leap Wireless International, Inc. (NASDAQ: LEAP), a leading provider of innovative and value-driven wireless communications services, today announced the resignation of James D. Dondero from the Company’s Board of Directors, effective September 10, 2007. Mr. Dondero, president of Highland Capital Management, L.P., joined Leap’s Board in 2004, and served as Chairman of the Board’s compensation committee.

Mr. Dondero stated, “I am honored to have been associated with such a capable and diligent Board of Directors and very proud of the accomplishments of Leap’s outstanding management team that has created billions of dollars of value for shareholders. While I regret what might seem to be the awkward timing of my departure, this is something I have been considering in light of my other responsibilities and recent developments with the Company. My experience tells me that it is best for me to come to a decision sooner rather than later. I believe the company has an excellent future and tremendous potential for growth, and I am confident that, as it has always done in the past, this Board will continue to do what is in the best interests of all shareholders.”

The Company expressed its appreciation for the thoughtful contributions Mr. Dondero has made over the years and thanked him for his dedicated service to Leap and its shareholders.

About Leap

Leap provides innovative, high-value wireless services to a fast-growing, young and ethnically diverse customer base. With the value of unlimited wireless services as the foundation of its business, Leap

Leap Announces Change to Its Board of Directors Page 2 of 2

pioneered both the Cricket^® and Jump Mobile^TM services. The company and its joint ventures now operate in 23 states and hold licenses for 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, data and mobile Web services. Jump Mobile is a unique prepaid wireless service designed for the mobile-dependent, urban youth market. Headquartered in San Diego, Calif., Leap is traded on the NASDAQ Global Select market under the ticker symbol “LEAP.” For more information, please visit www.leapwireless.com.

Leap is a U.S. registered trademark and the Leap logo is a trademark of Leap. Cricket is a U.S. registered trademark of Cricket. In addition, the following are trademarks of Cricket: Unlimited Access Plus, Unlimited Access, Unlimited Plus, Unlimited Classic, By Week, Jump, Travel Time, Cricket Clicks and the Cricket “K.” All other trademarks are the property of their respective owners.