UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4) *

Leap Wireless International, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No.		521863308

CUSIP No.		521863308

CUSIP No.		521863308

     This Amendment No. 4 to Schedule 13D is jointly filed by and on behalf of each reporting person to amend and/or supplement the Schedule 13D relating to shares of common stock of the issuer filed by such reporting person with the Securities and Exchange Commission on August 24, 2004, as amended and/or supplemented by Amendment No. 1 to Schedule 13D filed by such reporting person with the Commission on February 7, 2006, Amendment No. 2 to Schedule 13D filed by such reporting person with the Commission on May 31, 2007, and Amendment No. 3 to Schedule 13D filed by such reporting person with the Commission on September 14, 2007 (as amended, the “Schedule 13D”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 1.		Security and Issuer.

     Unchanged

Item 2.		Identity and Background.

     Unchanged

Item 3.		Source and Amount of Funds or Other Consideration.

     Unchanged

Item 4.		Purpose of the Transaction.

     Unchanged

Item 5.		Interest in Securities of the Issuer.

     Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

     “(a)     Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

     Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

     The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each reporting person is stated in Items 11 and 13 on the cover page(s) hereto.

(b)

Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:
			See Item 7 on the attached cover page(s).
	(ii)		Shared power to vote or to direct the vote:
			See Item 8 on the attached cover page(s).

	(iii)		Sole power to dispose or to direct the disposition of:
			See Item 9 on the attached cover page(s).
	(iv)		Shared power to dispose or to direct the disposition of:
			See Item 10 on the attached cover page(s).

     (c)     The following table describes transactions in the Common Stock that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5:

		Reporting		Shares				Shares				Price Per				Description of
Transaction Date		Person		Acquired				Disposed				Share ($)				Transaction
December 7, 2007		Mr. Dondero			27,700				0				26.51			(1)
December 31, 2007		Mr. Dondero			0				28,455				0			(2)
January 8, 2008		HCMLP			0				264,500				40.9583			Open market sale
January 9, 2008		HCMLP			0				710,200				40.4462			Open market sale
January 10, 2008		HCMLP			0				473,000				42.5829			Open market sale
January 14, 2008		HCMLP			0				220,000				45.1664			Open market sale
January 15, 2008		HCMLP			0				217,500				44.9766			Open market sale
January 16, 2008		HCMLP			0				224,800				46.0036			Open market sale
January 17, 2008		HCMLP			0				70,100				43.6612			Open market sale
January 18, 2008		HCMLP			0				8,000				44.1206			Open market sale

    (d)     Other persons may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of common stock of the issuer beneficially owned by HCMLP, Strand, and/or Mr. Dondero.

    (e)     On January 9, 2008, each reporting person ceased to be the beneficial owner of more than five percent of the common stock of the issuer.”

Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Unchanged

Item 7.		Material to be Filed as Exhibits.

     Unchanged

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 23, 2008		HIGHLAND CAPITAL MANAGEMENT, L.P.
		By:		Strand Advisors, Inc.
		Its:		General Partner
		By:		/s/ James D. Dondero
		Name:		James D. Dondero
		Title:		President
		STRAND ADVISORS, INC.
		By:		/s/ James D. Dondero
		Name:		James D. Dondero
		Title:		President
		JAMES D. DONDERO
		By:		/s/ James D. Dondero
		Name:		James D. Dondero

APPENDIX I

     The name of each director and executive officer of Strand is set forth below. The business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240. Each person identified below is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

		Present Principal Occupation or Employment
Name		and Business Address (if applicable)
James Dondero, Director		President
Mark Okada		Executive Vice President
Michael Colvin		Secretary
Todd Travers		Assistant Secretary
Patrick Daugherty		Assistant Secretary
Ken McGovern		Treasurer