Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
DONDERO JAMES D
   2. Issuer Name and Ticker or Trading Symbol
LEAP WIRELESS INTERNATIONAL INC [LEAP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
13455 NOEL ROAD, SUITE 1300		 3. Date of Earliest Transaction (Month/Day/Year)
08/31/2005
(Street)

DALLAS, TX 75240		 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 08/31/2005   J(1)   353,418 D (1) 5,303,781 (2) I See Footnote (3)
Common 08/31/2005   J(1)   214,711 A (1) 5,303,781 (2) I See Footnote (3)
Common 09/01/2005   J(4)   199,510 D (4) 5,104,271 (5) I See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
DONDERO JAMES D
13455 NOEL ROAD
SUITE 1300
DALLAS, TX 75240		   X      

Signatures

 James Dondero   02/07/2006
**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) On August 31, 2005, Highland CDO Opportunity Fund, Ltd. ("CDO Fund") obtained 214,711 shares of Common Stock from ML CBO IV (Cayman), Ltd. ("ML CBO") in connection with a distribution of 353,418 shares of Common Stock, in the aggregate, by ML CBO to certain noteholders of ML CBO, including CDO Fund. On August 31, 2005, the closing price of the Common Stock was $34.16.
(2) Includes (i) 76,137 shares held by Highland Floating Rate Advantage Fund ("Highland Advantage"), (ii) 76,137 shares held by Highland Floating Rate Limited Liability Company ("Highland LLC"), (iii) 2,309,794 shares held by Highland Crusader Offshore Partners, L.P. ("Crusader"), (iv) 190,342 shares held by Highland Loan Funding V, Ltd. ("HLF"), (v) 194,148 shares held by Highland Legacy, Limited ("Legacy"), (vi) 199,510 shares held by ML CBO, (vii) 52,504 shares held by PAM Capital Funding, L.P. ("PAM Capital"), (viii) 1,038,748 shares held in accounts for which Highland Capital Management, L.P. ("HCMLP") has investment discretion, (ix) 951,750 shares held by Highland Equity Focus Fund, L.P. ("Equity Fund"), and (x) 214,711 shares held by CDO Fund.
(3) HCMLP is the investment manager for Highland Advantage and Highland LLC and the general partner of Crusader. Pursuant to certain management agreements, HCMLP serves as the collateral manager for HLF, Legacy, ML CBO and PAM Capital. Strand Advisers, Inc. ("Strand") is the general partner of HCMLP. Mr. Dondero is a director and the President of Strand. Mr. Dondero also serves as a director of the Issuer. HCMLP, Strand and Mr. Dondero expressly disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.
(4) On September 1, 2005, ML CBO distributed 199,510 shares of Common Stock to certain noteholders of ML CBO, not including CDO Fund. On September 1, 2005, the closing price of the Common Stock was $33.84.
(5) Includes (i) 76,137 shares held by Highland Advantage, (ii) 76,137 shares held by Highland LLC, (iii) 2,309,794 shares held by Crusader, (iv) 190,342 shares held by HLF, (v) 194,148 shares held by Legacy, (vi) 52,504 shares held by PAM Capital, (vii) 1,038,748 shares held in accounts for which HCMLP has investment discretion, (viii) 951,750 shares held by Equity Fund, and (ix) 214,711 shares held by CDO Fund.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.