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Correspondence

 June 4, 2009

 Sent Via
Facsimile and EDGAR Transmission

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

 Attention: Larry Spirgel, Terry French, Claire DeLabar, Reid Hooper and Celeste M. Murphy

RE:

 MetroPCS Communications, Inc.

 Form 10-K for the year
ended December 31, 2008

 Filed March 2, 2009

 File No.
1-33409

 Response to SEC Staff Comments dated May 21, 2009

 MetroPCS Communications, Inc. (the “Company”) is pleased to respond to the comments provided by the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter, dated May 21, 2009 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 2008 (File No. 1-33409) (the “Annual Report”) and the Company’s Definitive Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders filed on April 15, 2009
incorporated by reference into Part III of the Annual Report (the “Proxy Statement”). Except as otherwise noted in the Company’s responses below, we confirm that we intend to comply with the Staff’s comments in our future
filings, as applicable.

 For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter and set forth our response
below each such comment. In order to explain to the Staff the manner in which we intend to comply in future filings, certain portions of our responses are provided in sample disclosure format that have been marked to show the proposed changes in
response to the Staff’s comments. Capitalized terms used in this memorandum and not defined herein have the meanings given to them in the Company’s Annual Report.

 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 licenses. Please also
tell us why you believe that this is not a material contingency requiring disclosure in Note 12 to the financial statements on page F-24.

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 2

 Response:
As disclosed on page 18 of the Company’s Annual Report, the grandfathering provisions of the latest designated entity (“DE”) rules (the “New DE Requirements”) of the Federal Communications Commission (“FCC”) apply
to licenses awarded to DEs before April 25, 2006. While the FCC Order promulgating the New DE Requirements states that the Commission may reconsider a DE applicant’s eligibility for grandfathered benefits in the
context of an assignment, transfer of control or spectrum lease application, the FCC Order makes no mention of doing so in the context of a renewal. The licenses held by Royal Street Communications, LLC and its subsidiaries
(collectively, “Royal Street”) were awarded in December 2005 and therefore are grandfathered under the New DE Requirements, without regard to when they are due to be renewed. In addition, as is also disclosed
on page 18 of the Company’s Annual Report, Royal Street could cease to qualify as a DE after five years (December 2010) without being subject to unjust enrichment payments or loss of its licenses. The initial license term
for each of Royal Street’s DE licenses is ten years, making them subject to renewal in 2015. At that time, Royal Street will no longer be required to maintain its grandfathered status or to qualify
as a DE to be eligible to renew its licenses. Based on the foregoing, we do not believe that the grandfathering provision in and of itself subjects us to any material contingency, nor do we believe such provision increases the risk of
loss of any license granted to Royal Street in which we would be required to disclose a material contingency in Note 12 to the Financial Statements on page F-24.

 However, in response to the Staff’s Comments, in future filings the Company will revise its disclosure and discuss the renewal of Royal Street’s existing licenses under the grandfathering provisions in a
manner similar to the following:

 Designated Entity Requirements (third paragraph)

 In 2006, the FCC adopted new DE requirements that apply to all licenses initially granted awarded after
April 25, 2006, or New DE Requirements. First, the FCC found that an entity that enters into an impermissible material relationship, which includes any arrangement whereby a DE leases or resells more than fifty percent of the capacity of its
spectrum or network to third parties, will be ineligible for an award of DE benefits and subject to unjust enrichment payments on a license-by-license basis. Second, the FCC found that any entity which has a spectrum leasing or resale arrangement
(including wholesale arrangements) with an applicant or licensee for more than 25% of the applicant’s total spectrum capacity on a license-by-license basis will be considered to have an attributable interest in the applicant or licensee. Royal
Street’s existing relationships arrangements with us are grandfathered under the New DE Requirements and Royal Street
is

 2250 Lakeside Boulevard    •    Richardson, TX 75082    •    Phone:
214-570-5812    •    Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 3

not subject to the New DE Requirements with respect to its existing licenses which were granted before April 25, 2006. However, the.
However, the New DE Requirements will not permit Royal Street to enter into the same relationshiparrangements it currently has with us for any future FCC auctions and receive DE benefits, including bidding credits. In
addition, Royal Street will not be able to acquire any additional DE licenses in the future, resell services to us on those licenses on the same basis as the existing arrangements, or materially change its existing arrangements with us, without
making itself ineligible for DE benefits. Royal Street’s licenses were awarded by the FCC prior to April 25, 2006 and thus are grandfathered under the New DE Requirements. A grandfathered license may be
renewed without loss of its grandfathered status. In addition, Royal Street could cease to qualify as a DE after five years, or December 2010, without being subject to unjust enrichment payments or loss
of its licenses. The initial license term for each of Royal Street’s DE licenses is ten years, making such licenses subject to renewal in 2015. At that time, Royal Street will no longer be required to
maintain its grandfathered status or to qualify as a DE to be eligible to renew its licenses.

2.
Refer to your critical accounting policy for Long-Term investments on pages 55, discussion of Liquidity on page 77, discussion of results of operations throughout MD&A and
Note 5 to the financial statements on page F-17. Please expand the disclosures to include:

•

 the key terms of your auction rate securities, including maturity dates, auction reset provisions and interest rate provisions,

•

 the nature of the collateral, including 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 rates securities and record the impairment charge, including key assumptions.

 Please also revise to disclose the number and dollar value of failed auctions, whether any auction rate securities
were sold during the period and whether losses were realized upon the sale and how or when the principal of your auction rate securities will become available, that is, through successful auctions, locating buyers outside of the auction process,
maturity or redemption by issuer.

 2250 Lakeside Boulevard    •    Richardson, TX
75082    •    Phone: 214-570-5812    •    Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 4

 Response:
In future filings, the Company will expand and modify its disclosures relating to auction rate securities to include additional information based on the Staff’s comment, giving consideration to the materiality of the auction rate securities in
the context of the Company’s financial statements and liquidity position. At December 31, 2008, the estimated fair value of the Company’s auction rate securities was approximately .09% of the Company’s total assets and
represented an immaterial exposure for the Company’s liquidity position. We respectfully submit that we believe disclosing the details of the auction reset provisions and the number and dollar value of the failed auctions for our ten auction
rate securities is not meaningful and would not be meaningful to an investor in making an investment decision considering the immaterial exposure to the Company’s financial statements and liquidity position. The Company will revise its
disclosure in future filings in a manner similar to the following:

 Critical Accounting Policies and Estimates

 Long-Term Investments

 We account for our investment securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and
Equity Securities.” At December 31, 2008, all of the Company’s long-term investment securities were reported at fair value. Due to the lack of availability of observable market quotes on our investment portfolio of auction rate
securities, the fair value was estimated based on valuation models that rely exclusively on unobservable inputs including those that are based on expected cash flow streams and collateral values, including assessments of counterparty credit quality,
default risk underlying the security, discount rates and overall capital market liquidity. See Note 10 to the consolidated financial statements included elsewhere in this report.

 Declines in fair value that are considered other-than-temporary are charged to earnings and those that are considered temporary are
reported as a component of other comprehensive income in stockholders’ equity. The Company has recorded an impairment charge of $30.9 million during the year ended December 31, 2008, reflecting the portion of the auction rate security
holdings that the Company has concluded have an other-than-temporary decline in value.

 The valuation of the Company’s
investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact the Company’s valuation include changes to credit ratings of the securities as well as the underlying assets supporting those securities,
rates of default of the underlying assets, underlying collateral values, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity. The estimated market value of the Company’s auction rate security
holdings at December 31, 2008 was approximately $6.0 million.

 2250 Lakeside
Boulevard    •    Richardson, TX 75082    •    Phone: 214-570-5812    •    Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 5

 With the continuing liquidity issues experienced in the global credit and capital markets, the auction rate securities held by the Company at December 31, 2008 continued to experience failed auctions as the amount of securities
submitted for sale in the auctions exceeded the amount of purchase orders. Since July 2007, there have been no successful auctions for the auction rate securities held by the Company. The Company has not sold any of its
auction rate securities through December 31, 2008. In addition, all of the auction rate securities held by the Company have been downgraded or placed on credit watch. The Company may by at least
one credit reporting agency, with ratings ranging from ‘AA+/Aa3’ to ‘CCC-/Caa3’ as of December 31, 2008. Due to the continued severity in the capital markets,
deterioration of the credit quality of the underlying assets, and the length of time until the auction rate securities mature, the Company believes that full recovery is not probable and it may continue to incur additional impairments to its
auction rate securities which may be up to the full remaining value of such auction rate securities.

 Liquidity and
Capital Resources (third paragraph through sixth paragraph)

 During the year ended December 31, 2007, we made an
original investment of $133.9 million in principal in certainten auction rate securities, with maturity dates through 2046, substantially all of which are secured by collateralized debt obligations with a portion of
the underlying collateral being mortgage securities or related to mortgage securities. Consistent with our investment policy guidelines, the auction rate securities investments held by us all had AAA/Aaa credit ratings at the time of purchase. With
the continued liquidity issues experienced in global credit and capital markets, the auction rate securities held by us at December 31, 2008 continue to experience failed auctions as the amount of securities submitted for sale in the auctions
exceeds the amount of purchase orders. Since July 2007, there have been no successful auctions for the auction rate securities held by the Company. In addition, all of the auction rate securities held by us have been
downgraded or placed on credit watch. with ratings ranging from ‘AA+/Aa3’ to ‘CCC-/Caa3’ as of December 31, 2008. The Company has not sold any of
its auction rate securities through December 31, 2008.

 Due to the lack of availability
of observable market quotes on our investment portfolio of auction rate securities, the fair value was estimated based on valuation models that rely exclusively on unobservable inputs including those that are based on expected cash
flow streams and collateral values, including assessments of counterparty credit quality, default

 2250 Lakeside
Boulevard    •    Richardson, TX 75082    •    Phone: 214-570-5812    •    Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 6

risk underlying the security, discount rates and overall capital market liquidity. The valuation of our auction rate securities is subject to
uncertainties that are difficult to predict. Factors that may impact the valuation include changes to credit ratings of the securities as well as the underlying assets supporting these securities, rates of default of the underlying assets,
underlying collateral values, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity. The estimated market value of our auction rate security holdings at December 31, 2008 was approximately $6.0
million, which reflects a $127.9 million cumulative adjustment to the original principal value of $133.9 million. The estimated market value at December 31, 2007 was approximately $36.1 million, which reflected a $97.8 million adjustment to the
aggregate principal value at that date. Although theEach auction rate securities continuesecurity continues to pay interest according to
theirits stated terms, based on valuation models that rely exclusively on unobservable inputs, we ranging from one month LIBOR plus .55% to one month
LIBOR plus 2.5%. Due to the continued severity in the capital markets, deterioration of the credit quality of the underlying assets and the length of time until the auction rate securities mature, we believe that full
recovery is not probable and have recorded an impairment charge of $30.9 million and $97.8 million during the years ended December 31, 2008 and 2007, respectively, reflecting an additional portion of our auction rate security holdings that
we have concluded have an other-than-temporary decline in value. The offsetting increase