SecProbe.io

Mail Stop 3720

February 2, 2007

Mr. Roger D. Linquist
Chief Executive Officer
MetroPCS Communications, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231-4388

 Re:  MetroPCS Communications, Inc.
Registration Statement on Form S-1
Filed January 4, 2007
File No. 333-139793

Registration Statement on Form 10
Filed January 4, 2007
File No: 0-50869

Dear Mr. Linquist:

We have reviewed your filings and have the following comments.  Please amend
the registration statements in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 2

Form S-1

General
1. We encourage you to file all exhibits with your next amendment or otherwise
furnish us drafts of your le gality opinion and underwrit ing agreement.  We must
review these documents before the registration statement is declared effective,
and we may have additional comments.
2. Please furnish in your response letter a stat ement as to whether or not the amount
of compensation to be allowed or paid to  the underwriter has been cleared with
the NASD.  Prior to the effectiveness of this registration statement, please provide
us with a copy of the letter informing that the NASD has no objections.
3. Please provide us with copies of your pros pectus artwork prior to circulating your
preliminary prospectus.  Since we may have comments that could result in material revisions to your artwork, pleas e provide us with sufficient time to
comment on your artwork prior to circulat ing your preliminary prospectus.  See
Item VIII of the March 31, 2001 quarterly update to the Division of Corporation
Finance’s Current Issues and Rulemaking Projects outline, which is available on
our website at
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm .
4. We note the market size, growth estimat e data and other figures cited throughout
the document and as specifically referenced on page 42, “Market and Other Data.”  Please provide us with marked copies of any material s that support these
and other third party statements, clearly cr oss-referencing each statement with the
underlying factual support.  Confirm for us in your re sponse letter that these
documents are publicly available.  To the extent that any of these reports have
been prepared specifically for you, f ile a consent from the third party.

Prospectus Summary, page 1
5. All of the disclosure under “Competitiv e Strengths” and “Business Strategy”
simply repeats disclosure in your Busi ness section.  The summary should provide
a brief, non-repetitive, non-generic discus sion of the most material aspects of you
and your offering.  Please reduce the amount  of detail by carefully considering
and identifying those aspects of the comp any and the offering that are the most
significant and determine how best to hi ghlight those points in clear, plain
language.  We may have further comme nts once you have revised your summary
disclosure.
6. Your summary should be revised to pres ent a more balanced picture of your
operations.  For example, please disclose in the forefront of your summary the fact that you have recently incurred a significant amount of debt, quantifying the

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 3

same and highlighting the risks and fina ncial impact thereof; your industry is
capital intensive and highly competitive;  the proceeds from this offering will not
fully satisfy your build-out strategy; the numerous risks discussed later that could
negatively affect your “cost leadership  position”; you have discovered material
weaknesses in your internal control over  financial reporting;  and you are exposed
to potential liability stemming from  securities law violations.
7. In connection with the above comment, pl ease balance the disclosure regarding
your compelling value proposition under “O ur Fixed Price Unlimited Service
Plan” on page three, and elsewhere, with th e disclosure in the risk factor on page
15 (“Some of our competitors have tec hnological or operating capabilities….”),
which states that your competitors are currently able to offer their customers
roaming services over a larger geographic area and at rates lower than those offered by you.
8. You make a number of statements rega rding your financial and operating growth
that either need to be substantiated or removed.  The following are illustrative
only and are not meant to be exhaustive: “we have been among the fastest broadband PCS providers in the United States as measured by growth in
subscribers and revenues…” (page 1); “cash profits per customer as a percentage
of revenues per month that are among the highest in the wireless industry” (page
3); “we believe [our cost pe r gross addition] to be among the highest lowest in the
industry” (page 3).  Pleas e revise as requested.
9. Please delete the presentation of adjusted  EBITDA from the prospectus summary.
You should present non-GAAP financial meas ures only in summary financial data
and MD&A.
10.  In your footnotes to your summary financ ial information, indicate that you also
use Adjusted EBITDA and cost per gross addition in determining management’s compensation levels.
Risk Factors, page 14

We may face additional competiti on from new entrants…., page 15
11. Please identify the coalition of cable  companies referenced and list the
metropolitan areas where they have acquired spectrum in which you also operate or plan to operate.  Also tell us whethe r the carriers that offer unlimited fixed-rate
service plans as noted in this risk factor  are the same as those listed in the risk
factor on page 16, “We may face increas ed competition from other unlimited
fixed rate plan competitors….”  If they are not the same, supplement the disclosure appropriately  and clarify which metropolitan areas overlap.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 4

We may face increased competition from othe r unlimited fixed rate plan competitors….”,
page 16
12. Specifically identify the “unlimited fixed ra te” carriers noted in this risk factor.

We may not have access to all the funding necessary to build…., page 18
13. Please explain how you define “free cash flow” and quantify the amount you will
need to generate in order to construct and operate the Auction 66 Markets in the
near term or at all.

We have identified material weaknesses in our  internal control over financial reporting in
the past.   page 23
14. In addition to highlighting the risks relati ng to your failure to comply with Rule
701 and Section 12(g) of the Securities Exchange Act of 1934, you should include
a separately captioned risk factor disc ussing the failures of your disclosure
controls and procedures dur ing the last 12 months.
Because we have issued stock options and shares of common stock in violation…., page
24
15. Disclose the requirements of Rule  701 that you may have violated.
16. Disclose the purchase price paid by each holder for each share of common stock
that is the subject of the rescission o ffer, and tell us how you arrived at the
purchase price equal to 20% of the aggregat e exercise price for each option that is
subject to the rescission offer.

We failed to register our stock options unde r the Securities and [sic] Exchange Act of
1934…., page 25
17. Your failure to file required periodic repor ts could give rise not only to private
causes of action but also to administrative and/or civil actions  by the Commission.
Please disclose this latter fact.
Our substantial indebtedness could adversel y affect our financ ial health, page 26
18. Disclose your estimated payments to service your debt for the next 12 months.

Despite current indebtedness levels, we will be  able to incur substantially more debt.
page 26  and

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 5

The terms of our debt place restrictions  on certain of our subsidiaries…., page 27
19. The disclosure in the risk  factor on page 26 regard ing your ability to incur
substantially more debt s eems to contradict the risk factor on page 27. To the
extent “certain exceptions” exist which r econcile the disclosure, please explain
them.  In addition, reconcile the wordi ng of your caption that  indicates that you
“will be able to incur substantially more de bt” with the first sentence of this risk
factor that indicates that you “may be able  to incur additional de bt in the future.”

Market and Other Data, pge 42
20. As you are responsible for the accuracy and completeness of information that
appears in the registration statement,  please remove your statement that you
cannot guarantee the accuracy and comp leteness of information you have
included from third parties.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 50

Company Overview, page 50
21. The Commission’s Interpretive Rele ase No. 33-8350, “Commission Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” located on our website at
http://www.sec.gov/rule s/interp/33-8350.htm , suggests that companies identify
and disclose known trends, events, demands, commitments and uncertainties that are reasonably likely to have a material effect on financial condition or operating
performance.  Please consider expandi ng the Overview section to address any
known trends, demands or uncerta inties that could materia lly affect your results of
operations in the future.  A substantially  enhanced discussion of your planned
build-out strategy, including the cost and time-frame for completing it, as well as
how you intend to finance the same and the financial impact associated with such
financing plans, are all matters th at Release No. 33-8350 contemplate.
22. Please elaborate on your revenue model by de scribing the various plans you offer,
the prices associated with the plans, and the pre-payment arrangements entered
into with your customers, in cluding length of time.  In the context of your revenue
model, please also discuss your relationship with Royal Street.

PCS Licenses, Page 53
23. Please revise your disclosures about the annual impairment testing of PCS licenses to address the specific uncerta inties associated with the methods,
assumptions, or levels of judgment utilized  in estimating the fair value of PCS
licenses.  Also provide quantitative info rmation where practicable to demonstrate

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 6

the sensitivity of your estimates to change .  You should address the questions that
arise once the critical accounting estima te or assumption has been identified, by
analyzing, to the extent material, such factors as how you arrive d at the estimate,
how accurate the estimate/assumption has been in the past, how much the
estimate/assumption has changed in the past, and whether the estimate/assumption
is reasonably likely to change in the futu re.  Please refer to Section V of the
Commission Guidance Regarding Manageme nt’s Discussion and Analysis of
Financial Condition and Results of Op erations in Release Nos. 33-8350 for
further guidance.

Performance Measures, page 57
24. Although these measures are important to an evaluation of your business, they
should not be given greater prominence than your GAAP measures.  Therefore,
move this discussion so that it accomp anies the later rec onciliation discussion.
25. Please provide management’s assessment as to how your churn rates compare
with your competitors.
26. Please expand the discussion of Cost Per Us er on page 59 to quantify the impact
of the “substantial legal and accounting e xpenses associated with the internal
investigation related to material weaknesses.”  Please revise the discussion of SG&A expenses on page 63 accordingly.

Results of Operations, page 61
27. Include a discussion of net income fo r each period and the reasons for any
material changes.  In this regard, you should highlight the sign ificant gain on the
sale of your PCS spectrum license in May 2005 including the reason for the sale
and whether this represents a trend.  To  the extent it does, elaborate in the
Overview section.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004, page 65
28. Please expand the discussion of Service Revenues on page 66 to separately
quantify the changes in revenues due to  price and volume.  See Financial
Reporting Codification Section 501.04 for guidance.  Please also revise page 69 for changes in service and e quipment revenues accordingly.
29. Refer to the Consolidated Balance Sheets on page F-4.  We note that your Allowance for Doubtful Accounts has rema ined $2.3 million despite a significant
increase in your Accounts Receivable balance as of the end of each period from $9.1 million to $16.0 million.  Please expand MD&A to discuss why you did not increase your allowance in light of this increased risk in year end receivables

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 7

balances and tell us how you determined the allowance to be adequate as of
December 31, 2005.

Liquidity and Capital Resources, page 75
30. We note that you believe your existing cash, cash equivalents and short-term
investments, proceeds from this offering, and your anticipated cash flows from
operations will be sufficient to meet  your projected operating and capital
requirements for your existing  business.  Disclose how long you expect this to be
the case.
31. With respect to your  existing business and planned expansion, provide quantified
disclosure as to what your liquidity and capital resource requirements will be over
the next twelve months and for the long-te rm.  We consider “long-term” to be the
period in excess of the next twelve months.  See Section III.C. of Release No. 33-
6835 and footnote 43 of Release No. 33-8350.  Clarify whether the company will
have sufficient cash and other financial re sources to fund operations and meet its
obligations beyond next twelve months; if  so, then state th e length of time for
which the existing funds will be sufficient.
32. Please elaborate on, and quantify, the materi al “clearing costs” associated with
non-governmental incumbent licenses.
33. Reference is made to the discussion in the fourth paragraph on page 76 of your
recent debt incurrence.  Quantify, and allo cate, the amounts used to date to repay
all amounts owed under the Credit Agreements  and the bridge credit facilities and
to pay the related premiums, fees and expenses.  Quantify the amount remaining.
34. Please discuss the impact that the signif icant amount of debt incurred in October
and November 2006 will have on your liq uidity and financial position on a
forward-looking basis.
35. Please confirm the amount of net cash provided by operating activities for the
nine months ended September 30, 2006 ($302,638).
36. We note that your maximum senior secured leverage ratio is re quired to be “less
than 4.5 to 1.0…”  Clarify what the refere nce to “4.5 to 1.0” is intended to mean
and indicate what your ratio was as of December 31, 2006.
37. We note your discussion a nd definition of Adjusted EBITDA both here and
elsewhere.  We also