FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * DAVIS DAVID B   2. Issuer Name and Ticker or Trading Symbol LEAP WIRELESS INTERNATIONAL INC [LEAP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. Vice President, Operations (Last) (First) (Middle) 10307 PACIFIC CENTER COURT 3. Date of Earliest Transaction (Month/Day/Year) 06/17/2005 (Street) SAN DIEGO, CA 92121 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/13/2005   J(1) V 71 A $ 0 71 D   Common Stock 06/17/2005   A   29,250 A $ 0.0001 29,321 D   Common Stock (2) 06/17/2005   A   9,750 A $ 0.0001 39,071 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAVIS DAVID B 10307 PACIFIC CENTER COURT SAN DIEGO, CA 92121			Sr. Vice President, Operations

Signatures

By: Robert J. Irving, Jr., Attorney-in-Fact For: David B. Davis		06/20/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The shares were distributed to Mr. Davis by the Leap Liquidating Trust in connection with a general unsecured claim filed by Mr. Davis in the Leap Wireless International, Inc. bankruptcy proceeding. Pursuant to Section 16(b) of the Securities Act of 1934, securities acquired in connection with a debt previously contracted are exempt from said Section 16(b).
(2)	The reporting person received an award of 9,750 deferred stock units pursuant to the Leap Wireless International, Inc. 2004 Stock Option, Restrcited Stock and Deferred Stock Unit Plan (the "2004 Plan"). Each deferred stock unit represents the reporting person's right to purchase one share of Leap Wireless International, Inc.'s ("Leap") common stock within thirty days following the earliest of (1) August 15, 2005, (2) the reporting person's termination of employment or service with Leap (or a subsidiary of Leap) or (3) the date immediately prior to a change in control (as defined in the 2004 Plan).

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