Washington, D. C. 20549

                                 SCHEDULE 13G

                                  Amendment 2

                 Under the Securities and Exchange Act of 1934

                       Leap Wireless International Inc.
                               (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

                                (CUSIP Number)

                               December 31, 2006
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

         This Schedule is filed pursuant to Rule 13d-1(b)

The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.

CUSIP NO.  521863308

1)   Name of Reporting Person               Ameriprise Financial, Inc.

     S.S. or I.R.S. Identification          IRS No. 13-3180631
     No. of Above Person


2)   Check the Appropriate Box              (a)
     if a Member of a Group                 (b) X*

*This filing describes the reporting person's relationship with other persons,
but the reporting person does not affirm the existence of a group.


3)   SEC Use Only


4)   Citizenship or Place of Organization   Delaware

                                  PERSON WITH

     (5) Sole Voting Power                  -0-
     ---------------------                  -----------------
     (6) Shared Voting Power                -0-
     -----------------------                -----------------
     (7) Sole Dispositive Power             -0-
     --------------------------             -----------------
     (8) Shared Dispositive Power           2,968,543
     ----------------------------           -----------------


9)   Aggregate Amount Beneficially
     Owned by Each Reporting Person         2,968,543


10)  Check if the Aggregate Amount in
     Row (9) Excludes Certain Shares        Not Applicable


11)  Percent of Class Represented by
     Amount In Row (9)                      4.38%


12)  Type of Reporting Person               CO


1(a) Name of Issuer:                        Leap Wireless International Inc.

1(b) Address of Issuer's Principal          10307 Pacific Center Court
     Executive Offices:                     San Diego, CA 92121

2(a) Name of Person Filing:                 Ameriprise Financial, Inc.

2(b) Address of Principal Business Office:
                                            Ameriprise Financial, Inc.
                                            145 Ameriprise Financial Center
                                            Minneapolis, MN  55474

2(c) Citizenship:                           Delaware

2(d) Title of Class of Securities:          Common Stock

2(e) Cusip Number:                          521863308

3    Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
     This Statement is filed pursuant to Rule 13d-19b) or 13d-2(b) and the
     person filing, Ameriprise Financial, Inc., is a parent holding company in
     accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)

4(a) Amount Beneficially Owned as of December 31, 2006: 2,968,543 shares
     may be deemed beneficially owned by the reporting person within the
     meaning of Rule 13d-3 of the Securities Exchange Act of 1934. The
     reporting person, and each of its subsidiaries identified on the
     attached Exhibit I, disclaims beneficial ownership of any shares
     reported on this Schedule.

4(b) Percent of Class: 4.38%

4(c) Number of Shares as to which such person has:
     (i)   Sole power to vote or to direct the vote: 0
     (ii)  Shared power to vote or direct the vote: 0
     (iii) Sole power to dispose or to direct the disposition of: 0
     (iv)  Shared power to dispose or to direct the disposition of 2,968,543

5    Ownership of 5% or Less of a Class:
     If this statement is being filed to report the fact as of the date
     hereof the reporting person has ceased to be the beneficial owner
     of more than five percent of the class of securities, check the
     following (X).

6    Ownership of more than 5% on Behalf of Another Person: Not Applicable

7    Identification and Classification of the Subsidiary Which Acquired the
           Security Being Reported on by the Parent Holding Company:

                                            See Exhibit I

8    Identification and Classification of Members of the Group:

                                            Not Applicable

9    Notice of Dissolution of Group:

                                            Not Applicable

10   Certification:

     By signing below I certify that, to the best of my knowledge and belief,
   the securities referred to above were acquired in the ordinary course of
   business and were not acquired for the purpose of and do not have the
   effect of changing or influencing the control of the issuer of such
   securities and were not acquired in connection with or as a participant in
   any transaction having such purposes or effect.

     After reasonable inquiry and to the best of my knowledge and belief, I
   certify that the information set forth in this statement is true, complete
   and correct.

                                           Ameriprise Financial, Inc.

Dated: December 31, 2006                       By /s/ Jeffrey P. Fox

                                                      Jeffrey P. Fox
                                                      V.P Investment Accounting

                                                      Telephone:  (612) 671-6741

                                 Exhibit Index

Exhibit I         Identification and Classification of the Subsidiary
                  which Acquired the Security Being Reported on by the
                  Parent Holding Company.

                                   Exhibit I


                                 Schedule 13G

Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding
company. The classification and identity of the relevant subsidiaries is as

Bank - Ameriprise Trust Company, a trust company organized under the laws of
the State of Minnesota

Investment Company - RiverSource Funds, comprised of investment companies
registered under section 8 of the Investment Company Act of 1940

Investment Adviser - RiverSource Investments, LLC, an investment adviser
registered under section 203 of the Investment Advisers Act of 1940.