UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act Of 1934 (Amendment No.   )

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Leap Wireless International, Inc.

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May 17, 2002

Dear Fellow Stockholder:

We recently learned that, due to a printing error by our vendor ADP Investor Communication Services, the Voting Instruction Forms for our 2002 Annual Meeting of Stockholders that were sent to beneficial holders that own their shares of Leap stock in “street name” did not include a means to withhold approval for the election of individual directors to Leap’s Board of Directors.

When Leap learned of ADP’s mistake, the company decided to adjourn the business portion of its 2002 Annual Meeting of Stockholders and hold the polls open for an additional three weeks, and ADP agreed to send, at its expense, corrected Voting Instruction Forms to the beneficial holders of Leap shares that own their stock in “street name.” In order to allow beneficial holders additional time to submit a new Voting Instruction Form, the Annual Meeting of Stockholders has been adjourned until 3:00 p.m., P.D.T., on June 6, 2002, at which time the meeting will reconvene at the headquarters of Leap Wireless International, Inc., at 10307 Pacific Center Court, San Diego, California 92121. When the adjourned meeting reconvenes, the polls will be closed and the final ballots tallied and announced. No other business or presentations will be conducted at the meeting when reconvened.

Please find enclosed with this letter a revised Voting Instruction Form and a return envelope. Please complete, sign, date and return the enclosed Voting Instruction Form at your earliest convenience.

If you have any questions, please feel free to contact Mr. Jim Seines, Leap’s Director of Investor Relations, at (858) 882-6084. We apologize for any inconvenience resulting from this matter.

Thank you for your cooperation and continued support.

Sincerely,

/s/  SUSAN G. SWENSON

Susan G. Swenson
President and
Chief Operating Officer

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LEAP WIRELESS INTERNATIONAL, INC. ANNUAL MEETING TO BE HELD ON 06/06/02 FOR HOLDERS AS OF 03/20/02

•  ISSUER CONFIRMATION COPY — INFO ONLY  •

	7	1-0001	THIS FORM IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. PLEASE DO NOT USE IT FOR VOTING PURPOSES.

CUSIP

DIRECTORS						CONTROL NO.
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING NOMINEES						0010100
	1 —	01 – ANTHONY R. CHASE, 02 – THOMAS A. PAGE, 03 – SUSAN G. SWENSON, 04 – MICHAEL B. TARGOFF
PROPOSALS						DIRECTORS RECOMMEND
	2 —	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS LEAP’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.				FOR 0010200
		*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
		*NOTE* THE ANNUAL MEETING HELD ON MAY 15, 2002 HAS BEEN ADJOURNED UNTIL JUNE 6, 2002 AT 3:00 P.M. PACIFIC DAYLIGHT TIME FOR SHAREHOLDERS OF RECORD ON MARCH 20, 2002.

HOUSEHOLDING ELECTION

Mark “FOR” to enroll this account to receive certain future shareholder communications in a single package per household. Mark “AGAINST” if you do not want to participate. To change your election in the future, call 1-800-542-1061. See accompanying page for more information about this election.

FOLD AND DETACH HERE

LEAP WIRELESS INTERNATIONAL, INC.
06/06/02

	DIRECTORS MARK “X” FOR ONLY ONE BOX		2 ITEM(S)		SHARE(S) ________
	FOR ALL NOMINEES
	WITHHOLD ALL NOMINEES
	WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE. WRITE NUMBER(S) OF NOMINEE(S) BELOW.

USE NUMBER ONLY ___________

FOR		AGAINST		ABSTAIN
						PLEASE INDICATE YOUR PROPOSAL SELECTION BY FIRMLY PLACING AN “X” IN THE APPROPRIATELY NUMBERED BOX WITH BLUE OR BLACK INK ONLY.                                        X
DO NOT USE						SEE VOTING INSTRUCTION NO. 1 ON REVERSE
DO NOT USE						ACCOUNT NO.:
FOR		AGAINST		ABSTAIN		CUSIP  521863100
DO NOT USE						CONTROL NO.:
DO NOT USE						CLIENT NO.:
DO NOT USE						PLACE “X” HERE IF YOU PLAN TO ATTEND AND VOTE YOUR SHARES AT THE MEETING
FOR		AGAINST		ABSTAIN
DO NOT USE						[ADP LOGO]
DO NOT USE
DO NOT USE
FOR		AGAINST		ABSTAIN		51 MERCEDES WAY
DO NOT USE						EDGEWOOD NY 11717
DO NOT USE						IMPORTANT NOTICE REGARDING DELIVERY OF SECURITY HOLDER DOCUMENTS (HH)
DO NOT USE						LEAP WIRELESS INTERNATIONAL, INC.
FOR		AGAINST		ABSTAIN		10307 PACIFIC CENTER COURT
DO NOT USE DO NOT USE						SAN DIEGO, CA 92121 ATTN: JIM SEINES
PAGE 1 OF 2						____________________________________________________________ SIGNATURE(S)		_________/___/______ DATE

FOLD AND DETACH HERE