8-K

UNITED STATES
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): October 6, 2008

METROPCS COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-33409	20-0836269
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2250 Lakeside Boulevard
Richardson, Texas	75082
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 214-570-5800

(Former name or former address, if changed since last report): Not Applicable

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))

Item 8.01 Other Events.

     On October 6, 2008, MetroPCS Communications, Inc. (the “Company”) issued a press release announcing selected subscriber information for the third fiscal quarter of 2008.

     A copy of the Company’s press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (d)      Exhibits

EXHIBIT
NUMBER		DESCRIPTION
99.1	—	Press release dated October 6, 2008, entitled “MetroPCS Releases Third Quarter 2008 Subscriber Results.”

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.

	METROPCS COMMUNICATIONS, INC.
Date: October 6, 2008	By:	/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and CFO

EX-99.1

EXHIBIT 99.1

Investor Relations Contacts:
Keith Terreri, Vice President — Finance & Treasurer
Jim Mathias, Manager — Investor Relations
214-570-4641
investor_relations@metropcs.com

MetroPCS Releases Third Quarter 2008 Subscriber Results

Third Quarter 2008 Highlights Include:

• Quarterly net subscriber additions of approximately 249 thousand

• Increase of 39% in year over year gross additions

DALLAS (October 6, 2008) – MetroPCS Communications, Inc. (NYSE: PCS), the nation’s leading provider of unlimited wireless communications service for a flat-rate with no signed contract, today announced selected subscriber information for the quarter ended September 30, 2008.

In the third quarter of 2008, on a consolidated basis, MetroPCS reported gross additions of approximately 935 thousand subscribers, which represents an increase of 39% over the third quarter of 2007. Churn for the third quarter of 2008 decreased 0.4% when compared to the third quarter of 2007, and consistent with seasonal patterns, increased 0.3% to 4.8% when compared to the second quarter of 2008. MetroPCS ended the third quarter of 2008 with approximately 4.8 million subscribers, which includes net additions during the quarter of approximately 249 thousand subscribers. MetroPCS has added approximately 1.2 million subscribers during the twelve month period ended September 30, 2008, and continued to achieve incremental penetration in every Core and Expansion market.

“We are pleased to report 249 thousand net additions during a particularly challenging economic environment and in what has historically been our seasonally slowest quarter. Clearly, these results demonstrate the resiliency of the MetroPCS business and highlight the value proposition to our subscribers of our predictable, affordable and flexible service offerings,” said Roger D. Linquist, MetroPCS’ Chairman, President and Chief Executive Officer.

“We are excited about the growth potential with our recently signed roaming agreement with Leap Wireless that effectively creates super regional coverage clusters across the country, and from our planned service launches in Boston and New York.”

Subscriber Metrics

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2008		September 30, 2007		September 30, 2008		September 30, 2007
Consolidated Market Subscribers
End of Period		4,847,314		3,664,218		4,847,314		3,664,218
Net Additions		249,265		114,302		884,528		723,232
Core Market Subscribers
End of Period		2,845,732		2,578,019		2,845,732		2,578,019
Net Additions		30,379		35,729		186,827		277,061
Expansion Market Subscribers
End of Period		2,001,582		1,086,199		2,001,582		1,086,199
Net Additions		218,886		78,573		697,701		446,171

The subscriber results of the third quarter of 2008 may not be reflective of subscriber results for any other quarter or fiscal year 2008 nor any subsequent period.

About MetroPCS Communications, Inc.

Dallas-based MetroPCS Communications, Inc. (NYSE: PCS) is a provider of unlimited wireless communications service for a flat-rate with no signed contract. MetroPCS owns or has access to licenses covering a population of approximately 149 million people in 14 of the top 25 largest metropolitan areas in the United States, including New York City, Los Angeles, San Francisco, Dallas, Philadelphia, Atlanta, Detroit, Boston, Miami, Tampa, and Sacramento. MetroPCS ranked “Highest In Customer Satisfaction With Wireless Prepaid Service” in the J.D. Power and Associates third annual Prepaid Customer Satisfaction Study in July of 2008. As of September 30, 2008, MetroPCS had over 4.8 million subscribers and currently offers service in the Atlanta, Dallas, Detroit, Jacksonville, Las Vegas, Los Angeles, Miami, Orlando, Philadelphia, Sacramento, San Francisco, Sarasota and Tampa metropolitan areas. For more information please visit www.metropcs.com.

Safe Harbor Statement

This news release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Any statements made in this news release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including statements that may relate to our plans, objectives, strategies, goals, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. These forward-looking statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “would,” “could,” “may,” “will,” “forecast,” and other similar expressions.

These forward-looking statements or projections are based on reasonable assumptions at the time they are made, including our current expectations, plans and assumptions that have been made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Forward-looking statements or projections are not guarantees of future performance or results. Actual financial results, performance or results of operations may differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include:

• the highly competitive nature of our industry;

• the rapid technological changes in our industry;

• our ability to maintain adequate customer care and manage our churn rate;

• our ability to sustain the growth rates we are projecting;

• our ability to access the funds necessary to build and operate our Auction 66 Markets;

• the costs associated with being a public company and our ability to comply with the internal financial and disclosure control and reporting obligations of public companies;

• our ability to manage our rapid growth, train additional personnel and improve our financial and disclosure controls and procedures;

• our ability to secure the necessary spectrum and network infrastructure equipment;

• our ability to clear the Auction 66 Market spectrum of incumbent licensees;

• our ability to adequately enforce or protect our intellectual property rights and defend against suits filed by others;

• governmental regulation of our services and the costs of compliance and our failure to comply with such regulations;

• our capital structure, including our indebtedness amounts;

• changes in consumer preferences or demand for our products;

• our ability to attract and retain key members of management; and

• other factors described or referenced from time to time in our filings with the Securities and Exchange Commission including our Form 10-K for the year ended December 31, 2007, in Part I, Item 1A, “Risk Factors”.

The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions, many of which are beyond our ability to control or ability to predict. You should not place undue reliance on these forward-looking statements and projections, which are based on current expectations and speak only as of the date of this release. MetroPCS Communications, Inc. is not obligated to, and does not undertake a duty to, update any forward-looking statement or projection to reflect events after the date of this release, except as required by law. The Company does not plan to update nor reaffirm guidance except through formal public disclosure pursuant to Regulation FD.