1		NAMES OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS IIA LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)   o
		(b)   þ
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7		SOLE VOTING POWER
NUMBER OF					8,415,428
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					0
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					8,415,428
WITH			10		SHARED DISPOSITIVE POWER
					0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		8,415,428
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.7%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		PN

CUSIP No.

521863308

13D

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CUSIP No.

521863308

13D

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CUSIP No.

521863308

13D

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     This statement on Schedule 13D (this “Statement”) further amends and supplements, as Amendment No. 9, the Schedule 13D filed on August 26, 2004 (the “Original Schedule 13D”), which was amended and restated on December 19, 2007 by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1”), on December 20, 2007 by Amendment No. 2 to the Original 13D (“Amendment No. 2”), on December 21, 2007 by Amendment No. 3 to the Original Schedule 13D (“Amendment No. 3”), on December 24, 2007 by Amendment No. 4 to the Original 13D (“Amendment No. 4”), on January 31, 2008 by Amendment No. 5 to the Original 13D (“Amendment No. 5”), on June 1, 2009 by Amendment No. 6 to the Original 13D (“Amendment No. 6”), on June 4, 2009 by Amendment No. 7 to the Original Schedule 13D (“Amendment No. 7”) and on September 4, 2009 by Amendment No. 8 to the Original Schedule 13D (“Amendment No. 8” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, the “Schedule 13D”) and relates to shares of common stock, par value $0.0001 per share (the “Common Stock”), of Leap Wireless International, Inc. (the “Issuer”). Defined terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 8.

Item 4. Purpose of Transaction.

     Item 4 is hereby amended to add the following:

As further disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2010, the Board of Directors of the Issuer (the “Board”) has adopted that certain Tax Benefit Preservation Plan between the Issuer and Mellon Investor Services LLC, as rights agent (as amended from time to time, the “Plan”). The Plan includes a procedure whereby the Board will consider requests to exempt certain proposed acquisitions of Common Stock from the applicable ownership triggers under the Plan if the Board determines that the requested acquisition will not limit or impair the availability of the net operating losses to the Issuer. From time to time and in their sole discretion, the Reporting Persons may make such requests pursuant to the terms of the Plan.