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


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*




                       LEAP WIRELESS INTERNATIONAL, INC.
-------------------------------------------------------------------------------
                                (Name of Issuer)



                        Common Stock, $ .0001 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    521863308
                  --------------------------------------------
                                 (CUSIP Number)


                                 January 29, 2010
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

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

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page 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  (however,
see the Notes).

                           Page 1 of 13



-----------------------
  CUSIP No. 521863308                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          THE GOLDMAN SACHS GROUP, INC.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                              55,142
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               107,929

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           107,929


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           .1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 2 of 13


-----------------------
  CUSIP No. 521863308                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GOLDMAN, SACHS & CO.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                              55,142
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               107,929

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           107,929


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           .1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-PN-IA

------------------------------------------------------------------------------



                                Page 3 of 13



Item 1(a).         Name of Issuer:
                   LEAP WIRELESS INTERNATIONAL, INC.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   5887 COPLEY DRIVE
                   SAN DIEGO, CA  92111


Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC.
                   GOLDMAN, SACHS & CO.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   The Goldman Sachs Group, Inc.
                   85 Broad Street
                   New York, NY 10004

                   Goldman, Sachs & Co.
                   85 Broad Street
                   New York, NY 10004

Item 2(c).         Citizenship:
                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN, SACHS & CO. - New York

Item 2(d).         Title of Class of Securities:
                   Common Stock, $ .0001 par value

Item 2(e).         CUSIP Number:
                   521863308

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[X]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).
                              Goldman, Sachs & Co.

          (b).[_]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[_]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[X]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);
                              Goldman, Sachs & Co.

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[X]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);
                              The Goldman Sachs Group, Inc.

          (h).[_]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[_]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

                               Page 4 of 13

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                   If this statement is being filed to report the fact that as
                   of the date hereof the reporting persons have ceased to be
                   the beneficial owners of more than five percent of the class
                   of securities, check the following [X].

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired
                   and are held in the ordinary course of business and were not
                   acquired and are not held for the purpose of or with the
                   effect of changing or influencing the control of the issuer
                   of the securities and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


--------------------------


  * In accordance  with the  Securities and Exchange  Commission  Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively,  the "Goldman Sachs
Reporting  Units") of The Goldman  Sachs Group,  Inc. and its  subsidiaries  and
affiliates  (collectively,  "GSG"). This filing does not reflect securities,  if
any,  beneficially  owned by any  operating  units  of GSG  whose  ownership  of
securities is  disaggregated  from that of the Goldman Sachs  Reporting Units in
accordance  with  the  Release.  The  Goldman  Sachs  Reporting  Units  disclaim
beneficial  ownership  of the  securities  beneficially  owned by (i) any client
accounts  with  respect  to which the  Goldman  Sachs  Reporting  Units or their
employees  have  voting  or  investment  discretion,  or both and  (ii)  certain
investment  entities  of which  the  Goldman  Sachs  Reporting  Units act as the
general  partner,  managing  general  partner  or other  manager,  to the extent
interests  in such  entities  are held by persons  other than the Goldman  Sachs
Reporting Units.




                               Page 5 of 13


                                    SIGNATURE


            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.

Date:  January 10, 2010

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  John Colangelo
              ----------------------------------------
             Name:   John Colangelo
             Title:  Attorney-in-fact

             GOLDMAN, SACHS & CO.

             By:/s/  John Colangelo
              ----------------------------------------
             Name:   John Colangelo
             Title:  Attorney-in-fact



                               Page 6 of 13


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Power of Attorney, relating to
                THE GOLDMAN SACHS GROUP, INC.
  99.4          Power of Attorney, relating to
                GOLDMAN, SACHS & CO.

                               Page 7 of 13


                                                                  EXHIBIT (99.1)

                                JOINT FILING AGREEMENT

    In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, $ .0001 par value, of LEAP WIRELESS INTERNATIONAL, INC.
and further agree to the filing of this agreement  as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.

Date:  January 10, 2010

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  John Colangelo
              ----------------------------------------
             Name:   John Colangelo
             Title:  Attorney-in-fact

             GOLDMAN, SACHS & CO.

             By:/s/  John Colangelo
              ----------------------------------------
             Name:   John Colangelo
             Title:  Attorney-in-fact


                               Page 8 of 13


                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

    The  securities   being   reported  on  by  The  Goldman  Sachs Group,  Inc.
("GS Group"), as  a parent  holding  company, are owned, or may be  deemed to be
beneficially  owned, by  Goldman,   Sachs & Co.  ("Goldman  Sachs"), a broker or
dealer  registered  under  Section  15 of  the  Act and an investment    adviser
registered  under Section 203 of the  Investment  Advisers Act of 1940.  Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

                               Page 9 of 13

                                                                  EXHIBIT (99.3)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS  that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does  hereby  make, constitute  and  appoint  each  of  Ronald L.
Christopher, Dan Deluca  and  Jeremy Kahn (and  any  other  employee of  The
Goldman Sachs Group, Inc. or  one of its affiliates  designated  in  writing
by one of the attorneys-in-fact), acting individually, its  true and  lawful
attorney, to execute  and  deliver  in its name and on  its  behalf  whether
the  Company is acting individually or as representative of others, any  and
all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with  respect to securities  which may
be deemed to be beneficially owned by the Company under the Act, giving  and
granting unto each  said attorney-in-fact power  and authority to act in the
premises as fully and to  all  intents  and  purposes  as  the Company might
or could  do if personally present  by one  of  its  authorized  signatories,
hereby  ratifying   and  confirming all  that  said  attorney-in-fact  shall
lawfully  do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY  shall remain in  full force  and effect until either
revoked in writing  by the  undersigned  or until such time as the person or
persons to whom power of attorney has been hereby granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
October 14, 2008.


THE GOLDMAN SACHS GROUP, INC.


By:   /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel


                               Page 10 of 13




                  DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Ronald L. Christopher, a duly appointed
attorney-in-fact of  THE GOLDMAN SACHS GROUP, INC. (the "Company"), pursuant to
that Power of Attorney dated October 14,2008 (the "POA"), does hereby designate
John Colangelo,an employee of Goldman, Sachs & Co.(the "Firm"),as an additional
attorney-in-fact, with the same authority to act as provided to the undersigned
and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company or the Firm, or until such  time  as
the  person  or persons  to whom  power of attorney  has  been  hereby  granted
cease(s) to be an employee of the Firm or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 31, 2009.


THE GOLDMAN SACHS GROUP, INC.


By:   /s/ Ronald L. Christopher
____________________________
Name: Ronald L. Christopher
Title: Attorney-In-Fact

                               Page 11 of 13



                                                                  EXHIBIT (99.4)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does  hereby  make, constitute  and  appoint  each of Ronald L. Christopher,
Dan  Deluca  and  Jeremy  Kahn, (and any other employee of The Goldman Sachs
Group, Inc.  or  one  of  its affiliates designated in writing by one of the
attorneys-in-fact), acting  individually, its  true  and lawful attorney, to
execute  and  deliver  in  its name and on its behalf whether the Company is
acting  individually  or  as  representative  of others, any and all filings
required  to  be  made  by  the  Company  under  the Securities Exchange Act
of  1934, (as amended, the "Act"), with   respect to  securities  which  may
be deemed to be  beneficially  owned  by  the  Company under the Act, giving
and granting unto  each  said attorney-in-fact power and authority to act in
the  premises  as fully and to all intents and purposes as the Company might
or could  do if  personally  present  by  one of its authorized signatories,
hereby  ratifying  and  confirming  all   that  said  attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain  in  full  force and effect until either
revoked  in  writing by  the undersigned or until such time as the person or
persons  to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
October 14, 2008.


GOLDMAN, SACHS & CO.


By:  /s/ Gregory K. Palm
__________________________
Name: Gregory K. Palm
Title: Managing Director


                               Page 12 of 13




                  DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Ronald L. Christopher, a duly appointed
attorney-in-fact of  GOLDMAN, SACHS & CO.  (the "Company") , pursuant  to  that
Power of  Attorney  dated October 14, 2008 (the "POA"), does  hereby  designate
John Colangelo, an employee of the Company, as an additional  attorney-in-fact,
with  the  same authority  to act  as provided to the undersigned and the other
attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 31, 2009.


GOLDMAN, SACHS & CO.


By:   /s/ Ronald L. Christopher
____________________________
Name: Ronald L. Christopher
Title: Attorney-In-Fact


                               Page 13 of 13