SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
         May 21, 2009  J. Braxton Carter  Executive Vice President and Chief Financial Officer  MetroPCS Communications, Inc.  2250 Lakeside Boulevard  Richardson, Texas 75082
RE: MetroPCS Communications, Inc.
Form 10-K for the year ended December 31, 2008
Filed March 2, 2009
File No. 001-33409

Dear Mr. Carter:

We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.
  Please comply with our comments in future  filings.  Confirm in writing that you will do
so and also explain to us how you intend to compl y.  Please do so within the time frame set forth
below.  Please understand that after our revi ew of your responses, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form 10-K for the year ended December 31, 2008

Management’s Discussion and Analysis, pages 52-84
 1.  We note on page 18 that Royal Street may not be permitted to enter into relationships
with you in future auctions and receive DE benefits.  We also note that the existing
licenses were grandfathered.  Please expand the discussion on page 18 and on page 56 in
MD&A to clarify whether existing licenses may be renewed under the grandfathered
provisions or whether there is a risk of losing existing FCC licen ses.  Please also tell us
why you believe that this is not a material cont ingency requiring disclosure in Note 12 to
the financial statements on page F-24.

MetroPCS Communications, Inc.
May 21, 2009 Page 2  2. Refer to your critical accounting polic y for Long-Term investments on page 55,
discussion of Liquidity on page 77, discus sion of Results of Operations throughout
MD&A, and Note 5 to the financial stat ements on page F-17.  Please expand the
disclosures to include:

• the key terms of your auction rate se curities, including maturity dates,
auction reset provisions and interest rate provisions;
• the nature of the collateral, includi ng an indication of credit quality;
• the cause for the impairment, that is whether due to credit or liquidity
issues and;
• the methodology used to estimate the fair value of the auction rate
securities and to record the impairme nt charge, including key assumptions.
 Please also revise to disclose the number a nd dollar value of failed auctions, whether any
auction rate securities were sold during the period, and whet her losses were realized upon
the sale.  In addition, disclose how or when the principal of your au ction rate securities
will become available, that is, through succe ssful auctions, locating buyers outside of the
auction process, maturity, or redemption by issuer.
 3. Refer to your critical accounting policy for FCC Licenses and Microwave Relocation
Costs on pages 55 and 56.  We note that FCC licenses accounted for 37% of total assets
as of December 31, 2008.  We note that you pe rformed your annual impairment test of
your units of accounting as of September 30, 2008, and determined that FCC licenses
were not impaired.  Tell us whether you perfor med subsequent interim impairment tests.
If you did not, tell us why, addressing the factors in paragraph 8 of SFAS 144.  You
should discuss in your criti cal accounting policies and estimates the factors you
considered in determining why no interim impairment testing under SFAS 142 was required.
  In light of the significance of your FC C Licenses and Microwave Relocation Costs
balance, we expect robust and comprehensiv e disclosure in your  critical accounting
policies regarding your impairment testing po licy.  This disclosure should provide
investors with sufficient information about management’s insights and assumptions with
regard to the recoverability of FCC Li censes and Microwave Relocation Costs.
Specifically, we believe you should pr ovide the following information:

• disclose the date of your annual im pairment test and whether you have
performed subsequent interim impairment tests;
• disclose the carrying value of th e intangible asset for each unit of
accounting;
• describe the nature of the valu ation techniques you employed in
performing the impairment tests.  If you used a discounted cash flow methodology, addressing EITF D-108, de scribe the method you used to
isolate the cash flows associated with  the intangible asse t.  If you used a
hypothetical build-up or start-up me thod, describe qualitatively and
quantitatively the signif icant estimates and assumptions used in your

MetroPCS Communications, Inc.
May 21, 2009 Page 3
valuation method to determine the fair  value of each unit of accounting in
your impairment analysis;
• quantitatively and qualitatively descri be in detail the changes in the
estimates used in your assumptions to  determine the fair value of your
units of accounting since your last impairment test.  In addition, tell us and disclose how the assumptions in your most recent test were impacted by
the current economic environment;
• provide a sensitivity analysis showing the impact on your impairment test
resulting from a one percent chan ge in each of your significant
assumptions.  For example, you should separately quantify for the impact
of a one percent decline in your revenue  growth rates, one percent decline
in your net cash flows and one percen t increase in your discount rate;
• provide a sensitivity analysis that discloses the impairment amount that
would have resulted from hypothetical reductions in the fair value of your
licenses at the time of your impairment testing.

For further guidance, refer to Releas e No. 33-8350 “Interpretation: Commission
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.”
 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Annual Cash Performance Incentive Awards, page 28

 4. We note that annual cash incentive awards  are tied to the achievement of specified
company, team, and individual performance targets.   In future filings, please disclose the
specific performance targets that are used  for the achievement  of annual incentive
compensation.  If you believe that disclosu re of performance goals is not required
because it would result in competitive harm such that you may omit this information
under Instruction 4 to Item 402(b) of Regula tion S-K, please provide  in your response
letter a detailed explanation of such conclu sion.  If you believe you ha ve a sufficient basis
to keep the information confidential, disclose  in future filings how difficult it would be
for the executive or how likely it would be for you to achieve the undisclosed performance goal.  Please note that general st atements regarding the level of difficulty or
ease associated with achieving the goals are not  sufficient.  In disc ussing how difficult it
will be for an executive or how likely it will be for you to achieve the performance goals,
provide as much detail as necessary without providing information that would result in
competitive harm.

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed letter s greatly facilitate our review.  Please file
your letter over EDGAR.  Please understand th at we may have addi tional comments after
reviewing your responses to our comments.

MetroPCS Communications, Inc.
May 21, 2009 Page 4   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.      In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

You may contact Claire DeLa bar, Staff Accountant, at (202) 551-3349, or Terry French,
Accounting Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  You ma y contact Reid Hooper, Staff Attorney, at (202)
551-3359, or me, at (202) 551-3257 w ith any other questions.

         S i n c e r e l y ,                      Celeste M. Murphy          L e g a l  B r a n c h  C h i e f

MetroPCS Communications, Inc.
May 21, 2009 Page 5