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CORRESP
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corresp

February 13, 2007

MEMORANDUM

    TO:

    Division of Corporation Finance

    Securities and Exchange Commission

    Attention: William A. Bennett, Esq.

    FROM:

    MetroPCS Communications, Inc.

    RE:

    MetroPCS Communications, Inc.

    Registration Statement on Form S-1 (File No. 333-139793)

    Registration Statement on Form 10 (File No. 0-50869)

    Response to SEC Staff Comments dated February 2, 2007

     This memorandum sets forth the responses of MetroPCS Communications, Inc. (the “Company”) to
the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its comment letter dated February 2, 2007 (the “Comment Letter”), with respect to
our Registration Statement (File No. 333-139793) on Form S-1 (the “Form S-1”) that we filed on
January 4, 2007 and our Registration Statement (File No. 0-50869) on Form 10 that we filed on
January 4, 2007 (the “Form 10”). Concurrently with the delivery of this letter, we are filing
Amendment No. 1 to the Form S-1 and Amendment No. 1 to the Form 10 with the Commission. For your
convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter and
set forth below each such comment our response. Capitalized terms used in this letter and not
defined have the meanings given to them in the Form S-1.

Form S-1

General

    1.

    We encourage you to file all exhibits with your next amendment or otherwise furnish us drafts
of your legality opinion and underwriting agreement. We must review these documents before
the registration statement is declared effective, and we may have additional comments.

    Response: We acknowledge the Staff’s need to review all exhibits and any related requests
for confidential treatment prior to declaring the Form S-1 effective, and we will file all
of the missing exhibits as soon as possible. We are filing certain of the additional
exhibits with Amendment No. 1 to the Form S-1. With respect to certain of the exhibits
that involve contractual arrangements with third parties, we are working diligently with
those parties to reach a mutual understanding of our intent to file such contracts and the
substance of any confidential treatment requests we may make. To assist your review, we
have also included supplementally with the hard copy of this memorandum a draft of the
legality opinion of Baker Botts L.L.P. that we intend to file as Exhibit 5.1 to the Form
S-1.

    2.

    Please furnish in your response letter a statement 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.

    Response: An application regarding the underwriters’ compensation has been submitted to
the NASD. We will provide you with a copy of the NASD letter or arrange for a call to you
from the NASD once the NASD indicates that it has no objections to the underwriting
compensation in this offering.

    3.

    Please provide us with copies of your prospectus artwork prior to circulating your
preliminary prospectus. Since we may have comments that could result in material revisions to
your artwork, please provide us with sufficient time to comment on your artwork prior to
circulating 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/cfcorg032001.htm.

    Response: We are providing, supplementally, a draft of the artwork we currently anticipate
will be inserted on the inside front cover of the prospectus.

    4.

    We note the market size, growth estimate 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 materials that support these and other third party statements, clearly
cross-referencing each statement with the underlying factual support. Confirm for us in your
response letter that these documents are publicly available. To the extent that any of these
reports have been prepared specifically for you, file a consent from the third party.

    Response: Please find attached supplementally as Annex A to the hard copy of this
memorandum copies of portions of the market and industry data and similar reports cited in
the Form S-1. We have included an index listing the various statements in the Form S-1 and
cross-referencing to the reports and data that support such statements. We confirm that
all of the reports are publicly available and none of the reports have been specifically
prepared for the Company.

Prospectus Summary, page 1

    5.

    All of the disclosure under “Competitive Strengths” and “Business Strategy” simply repeats
disclosure in your Business section. The summary should provide a brief, non-repetitive,
non-generic discussion 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 company and the offering that
are the most significant and determine how best to highlight those points in clear, plain
language. We may have further comments once you have revised your summary disclosure.

    Response: We have revised the summary disclosure under “Competitive Strengths” and
“Business Strategy” to eliminate repetitive disclosure and reduce the amount of detail.
Please see pages 2 and 3 of Amendment No. 1.

    6.

    Your summary should be revised to present 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 same and highlighting the risks and
financial 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.

    Response: In order to present a more balanced picture of our business, we have
substantially reduced the detail previously included in our “Competitive Strengths” and
“Business Strategy” sections to provide only a high level summary of our business and we
have provided additional information under the caption “Business Risks,” which is adjacent
to the disclosure under “Competitive Strengths” and “Business Strategy,” which contains
summaries of certain of the risks of our business in a format similar to the revised
summary. In summarizing the key risks, we considered those risks suggested by the Staff in
its comment. We determined that the material weaknesses in internal control over financial
reporting did not currently present a substantial risk warranting disclosure in the summary
section because they related to fiscal 2004 and because there were no material weaknesses
related to fiscal 2005. Similarly, we determined that the potential liabilities associated
with our securities law violations were not material risks to our overall business and the
execution of our business strategy. Please see page 3 of Amendment No. 1.

    7.

    In connection with the above comment, please balance the disclosure regarding your compelling
value proposition under “Our Fixed Price Unlimited Service Plan” on page three, and elsewhere,
with the disclosure in the risk factor on page 15 (“Some of our competitors have technological
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.

    Response: As noted in our responses to questions 5 and 6 above, we have revised the
summary to present a more concise description of our business and the associated risks
which we believe balances the disclosures presented in the summary.

    8.

    You make a number of statements regarding 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 wire-less industry” (page
3); “we believe [our cost per gross addition] to be among the highest lowest in the industry”
(page 3). Please revise as requested.

    Response: Please find attached supplementally as Annex B to the hard copy of this
memorandum copies of portions of publicly available reports, market and industry data and
similar materials supporting certain statements contained in the Form S-1. We have
included an index listing the various statements in the Form S-1 cross-referenced to the
reports, data and similar materials that support such statements.

    9.

    Please delete the presentation of adjusted EBITDA from the prospectus summary. You should
present non-GAAP financial measures only in summary financial data and MD&A.

    Response: We have deleted the third complete paragraph formerly on page 2 of the Form S-1,
which contained a discussion of our consolidated Adjusted EBITDA.

    10.

    In your footnotes to your summary financial information, indicate that you also use Adjusted
EBITDA and cost per gross addition in determining management’s compensation levels.

    Response: We have added to Note 3 of the “Summary Historical Financial and Operating Data”
as well as to the relevant discussions under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” references to the fact that the Company uses
consolidated Adjusted EBITDA in determining management’s compensation. Although used in
2005, cost per gross addition is no longer used by the Company in determining management
compensation.

Risk Factors, page 14

We may face additional competition 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
whether 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 increased
competition from other unlimited fixed rate plan competitors...” If they are not the same,
supplement the disclosure appropriately and clarify which metropolitan areas overlap.

    Response: We have revised the disclosure to identify the coalition of cable companies
referenced in the risk factor and the metropolitan areas in which they have acquired
spectrum and in which we operate or plan to operate. We also have revised the disclosure
to identify the unlimited fixed rate service plan carrier referenced in the risk factor.
Please see page 14 of Amendment No. 1.

We may face increased competition from other unlimited fixed rate plan competitors...”, page
16

    12.

    Specifically identify the “unlimited fixed rate” carriers noted in this risk factor.

    Response: We have revised this risk factor to identify the unlimited fixed rate service
plan carriers referenced therein. Please see page 15 of Amendment No. 1.

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.

    Response: We have revised the risk factor to define free cash flow. For a quantification
of the amount of free cash flow we need to generate in order to construct and operate the
Auction 66 Markets, we have inserted a cross-reference to the discussion in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and
Capital Resources.” Please see pages 17 and 83 of Amendment No. 1.

We have identified material weaknesses in our internal control over financial reporting in the
past, page 23

    14.

    In addition to highlighting the risks relating 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 discussing the failures of your disclosure controls and procedures
during the last 12 months.

    Response: We believe the risk factors on pages 23 and 24 of Amendment No. 1 address the
substantive risks of our failure to comply with Rule 701 and Section 12(g). In the
adopting release (Release No. 33-8124) relating to the certification requirements under
Section 302 of the Sarbanes-Oxley Act of 2002 (“Section 302”), the Commission defined
disclosure controls and procedures as “controls and other procedures of an issuer that are
designed to ensure that information required to be disclosed by the issuer in the reports
filed or submitted by it under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rules and
forms.” The release goes on to state that disclosure controls and procedures include
“controls and procedures designed to ensure that information required to be disclosed by an
issuer in its Exchange Act reports is

    accumulated and communicated to the issuer’s management, including its principal executive
and financial officers, as appropriate to allow timely decisions regarding required
disclosure.” Because the Company will not become subject to the periodic filing
requirements of the Exchange Act until the Form 10 becomes effective, we do not believe
that it has been required to have in place disclosure controls and procedures within the
meaning of Section 302. Accordingly, we do not believe an additional risk factor is
appropriate.

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.

    Response: We have revised the risk factor to disclose the requirements of Rule 701 that
may have been violated. Please see page 23 of Amendment No. 1.

    16.

    Disclose the purchase price paid by each holder for each share of common stock that is the
subject of the rescission offer, and tell us how you arrived at the purchase price equal to
20% of the aggregate exercise price for each option that is subject to the rescission offer.

    Response: The options and shares of common stock for which we currently intend to make a
rescission offer are held by approximately 525 individuals. Accordingly, it is not
practicable for us to provide the exercise price of each of those options and/or the
purchase price paid upon the exercise of all such options. However, in addition to the
existing disclosure regarding the aggregate purchase price we would be required to pay if
all of the holders accept the anticipated rescission offer, we have revised the risk factor
to disclose the weighted average exercise price of all of what we currently believe are the
relevant options for which we may make a rescission offer. Subject to final determination
of the scope of the rescission offer and the approval of our board of directors, we expect
to file a registration statement related to the rescission offer that will contain more
detailed information.

    We currently anticipate offering a purchase price equal to 20% of the aggregate exercise
price for all unexercised options in part for ease of administration. Based upon our
review of other