X0202 3 2004-08-16 0 0001065049 LEAP WIRELESS INTERNATIONAL INC LEAP 0001301392 MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 3340378 I See footnotes Common Stock 8415428 I See footnotes These shares of the Issuer's common stock, par value $.0001 per share ("Shares"), are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). The Reporting Person is the general partner of Institutional Partners II. In such capacity, the Reporting Person may be deemed to be the beneficial owner of the Shares held for the account of Institutional Partners II. These Shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). The Reporting Person is the general partner of Institutional Partners IIA. In such capacity, the Reporting Person may be deemed to be the beneficial owner of the Shares held for the account of Institutional Partners IIA. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Mark H. Rachesky, M.D., as managing member 2004-08-26