SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 April 6, 2012
 Via E-mail

Mr. J. Braxton Carter Chief Financial Officer  MetroPCS Communications, Inc. 2250 Lakeside Boulevard Richardson, TX  75082-4304
Re: MetroPCS Communications, Inc.
 Form 10-K for the fiscal year ended December 31, 2011
Filed February 29, 2012 File No. 001-33409

Dear Mr. Carter:

 We have limited our review to only y our financial statements and related
disclosures and do not intend to expand our revi ew to other portions of your documents.
Please comply with the following comments in future filings.  Confirm in writing that you will do so and explain to us how you intend to comply.
  In some of our comments,
we may ask you to provide us with info rmation so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.          Form 10-K for the fiscal year ended December 31, 2011

Note 2.  Summary of Significant Accounting Policies, page F-6

Revenues, page F-9
 1. We refer to your sale of handsets to i ndirect retailers.  With a view toward
providing enhanced disclosure in future filings, please tell us the nature of any

Mr. J. Braxton Carter
MetroPCS Communications, Inc. April 6, 2012 Page 2
 incentives or commissions you provide to your retailers and y our accounting for
the related payments, including the timing of when the payments are recorded.
Provide your basis in U.S. GAAP.

2. We see that for equipment sales to indi rect retailers you defer revenue and the
related charges (i.e. net equipment subsi dy) until service is activated by the end
customer.  Tell us why you don’t record th e net equipment subs idy at the time of
shipment to the indirect retailer.  In your  analysis, tell us whether you consider the
indirect retailer an agen t and how you applied the crit eria in FASB ASC 605-45.
Additionally, tell us whether you have consignment arrangements with your
indirect retailers.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Leigh Ann Schultz at ( 202) 551-3628 or Carlos Pacho, Senior
Assistant Chief Accountant, at (202) 551- 3835 if you have questions regarding these
comments.  You may also contact me at (202) 551-3815 with any other questions.

Sincerely,
       / s /  C a r l o s  P a c h o  f o r
 Larry Spirgel Assistant Director