Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  GOLDMAN SACHS GROUP INC
2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2009
3. Issuer Name and Ticker or Trading Symbol
LEAP WIRELESS INTERNATIONAL INC [LEAP]
(Last)
(First)
(Middle)
85 BROAD ST
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10004
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 106,819
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
4.50% Convertible Senior Notes due 2014   (2) 07/15/2014 Common Stock (3) $ (3) I See footnote (1)
Call Option (right to buy)   (2) 10/17/2009 Common Stock 250,000 $ 17.5 I See footnote (1)
Call Option (right to buy)   (2) 01/16/2010 Common Stock 30,000 $ 20 I See footnote (1)
Call Option (right to buy)   (2) 01/16/2010 Common Stock 5,166,800 $ 30 I See footnote (1)
Call Option (right to buy)   (2) 01/16/2010 Common Stock 3,000,000 $ 35 I See footnote (1)
Call Option (right to buy)   (2) 01/16/2010 Common Stock 1,000,000 $ 25 I See footnote (1)
Call Option (right to buy)   (2) 01/16/2010 Common Stock 50,000 $ 32.5 I See footnote (1)
Put Option (right to sell)   (2) 10/17/2009 Common Stock 40,600 $ 17.5 I See footnote (1)
Put Option (right to sell)   (2) 01/16/2010 Common Stock 67,600 $ 17.5 I See footnote (1)
Put Option (right to sell)   (2) 01/16/2010 Common Stock 70,000 $ 20 I See footnote (1)
Put Option (right to sell)   (2) 01/16/2010 Common Stock 44,800 $ 12.5 I See footnote (1)
Call Option (obligation to sell)   (2) 01/16/2010 Common Stock 1,000,000 $ 26 I See footnote (1)
Call Option (obligation to sell)   (2) 01/16/2010 Common Stock 5,750,000 $ 30.75 I See footnote (1)
Call Option (obligation to sell)   (2) 01/16/2010 Common Stock 3,000,000 $ 34 I See footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDMAN SACHS GROUP INC
85 BROAD ST
NEW YORK, NY 10004
    X    
GOLDMAN SACHS & CO
85 BROAD STREET
NEW YORK, NY 10004
    X    

Signatures

/s/ Kevin P. Treanor, Attorney-in-fact 10/05/2009
**Signature of Reporting Person Date

/s/ Kevin P. Treanor, Attorney-in-fact 10/05/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). The securities reported herein are beneficially owned directly by Goldman Sachs and may be deemed to be beneficially owned indirectly by GS Group. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs also has aggregate open short positions of 129,037 shares of Leap Wireless International, Inc. (the "Company") common stock, par value $0.0001 per share (the "Common Stock") that were put in place before the Reporting Persons were greater than 10% beneficial owners.
(2) Currently exercisable.
(3) In accordance with the conversion terms and conditions set forth in the Indenture, dated as of June 25, 2008 (the "Indenture"), the conversion rate of the 4.5% Convertible Senior Notes due 2014 (the "Notes") will be determined on the conversion date, based on a formula that is adjusted by the then market price of the Common Stock and the occurrence of certain events. Accordingly, as of September 30, 2009, the Reporting Persons beneficially owned Notes convertible into 1,513 shares of Common Stock, based on the applicable conversion rate of 10.729 per $1,000 principal amount of the Notes, pursuant to the terms and conditions of the Indenture.

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