<PAGE>   1
    As filed with the Securities and Exchange Commission on January 11, 2000
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        LEAP WIRELESS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                       33-0811062
    (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                     Identification Number)

                                   ----------

                           10307 PACIFIC CENTER COURT
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 882-6000
    (Address of principal executive offices, Zip Code, and telephone number)

                      THE LEAP WIRELESS INTERNATIONAL, INC.
                      EXECUTIVE OFFICER DEFERRED STOCK PLAN
                            (Full title of the plan)

                                   ----------

<TABLE>
<S>                                                                        <C>
                     HARVEY P. WHITE                                                Copies to:
                 CHIEF EXECUTIVE OFFICER                                       SCOTT N. WOLFE, ESQ.
            LEAP WIRELESS INTERNATIONAL, INC.                                BARRY M. CLARKSON, ESQ.
                10307 PACIFIC CENTER COURT                                       LATHAM & WATKINS
               SAN DIEGO, CALIFORNIA 92121                                  701 "B" STREET, SUITE 2100
                      (858) 882-6000                                       SAN DIEGO, CALIFORNIA 92101
 (Name, address including zip code, and telephone number,                         (619) 236-1234
        including area code, of agent for service)
</TABLE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
                                                                              Proposed
                                                             Proposed         Maximum
                                           Amount            Maximum         Aggregate         Amount of
       Title of Each Class of               To Be            Offering         Offering       Registration
    Securities to be Registered         Registered(1)    Price Per Share      Price(2)            Fee
-------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>                 <C>             <C>
Common Stock, $0.0001 par value(3)         25,000              (2)           $1,631,250          $431
=============================================================================================================
</TABLE>

(1)     A maximum of 25,000 shares of common stock were reserved for issuance
        under The Leap Wireless International, Inc. Executive Officer Deferred
        Stock Plan (the "Plan"). All shares reserved for issuance under the Plan
        are being registered hereunder.

(2)     Estimated in accordance with Rule 457(h) solely for purposes of
        computing the registration fee for shares for which the offering price
        cannot be presently determined. The Proposed Maximum Offering Price is
        $65.25 per share of common stock, which is based on the average of the
        high and low prices for the Company's common stock as reported on the
        Nasdaq National Market System on January 6, 1999.

(3)     Each share of common stock includes a right to purchase one
        one-thousandth of a share of Series A Junior Participating preferred
        stock, par value $0.0001 per share.

================================================================================



                                       1
<PAGE>   2

                                     PART I

ITEM 1. PLAN INFORMATION.

        Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Not required to be filed with this Registration Statement.


                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this Registration Statement, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents we have filed, or may file,
with the SEC:

    -   Our Annual Report on Form 10-K for the fiscal year ended August 31, 1999
        filed with the SEC on October 20, 1999 and Amendment No. 1 thereto filed
        on Form 10-K/A with the SEC on December 13, 1999;

    -   The description of our common stock and the attached purchase rights
        contained in our Registration Statement on Form 10 filed with the SEC on
        July 1, 1998, as amended;

    -   Our Proxy Statement for the 1999 Annual Meeting of Stockholders filed
        with the SEC on November 2, 1999; and

    -   All documents filed by us with the SEC under Sections 13(a), 13(c), 14
        or 15(d) of the Securities Exchange Act of 1934 after the date this
        Registration Statement is filed with the SEC and prior to the filing of
        a post-effective amendment which indicates that all securities offered
        have been sold or which deregisters all securities then remaining unsold
        shall be deemed to be incorporated by reference in this Registration
        Statement and to be a part of it from the respective dates of filing of
        those documents.

   A statement contained in a document incorporated by reference herein shall be
deemed to be modified or superceded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated herein modifies or replaces such
statement. Any statements so modified or superceded shall not be deemed, except
as so modified or superceded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Officers and directors of Leap are covered by certain provisions of the
Delaware General Corporation Law ("DGCL"), the charter, the bylaws,
indemnification agreements and insurance policies which serve to limit, and, in
certain instances, to indemnify them against, certain liabilities which they may
incur in such capacities. None of these provisions would have retroactive effect
for periods before the distribution of Leap. These various provisions are
described below.



                                       2
<PAGE>   3

   Elimination of Liability in Certain Circumstances. In June 1986, Delaware
enacted legislation which authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. This duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all significant information
reasonably available to them. Absent the limitations now authorized by such
legislation, directors are accountable to corporations and their stockholders
for monetary damages for conduct constituting negligence or gross negligence in
the exercise of their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The charter limits the
liability of Directors to Leap or its stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by such legislation. Specifically, the directors of Leap will not be personally
liable for monetary damages for breach of a director's fiduciary duty as
director, except for liability: (1) for any breach of the director's duty of
loyalty to Leap or its stockholders; (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (3) for
unlawful payments of dividends or unlawful share repurchases or redemptions as
provided in Section 174 of the DGCL; or (4) for any transaction from which the
director derived an improper personal benefit.

   Indemnification and Insurance. As a Delaware corporation, Leap has the power,
under specified circumstances generally requiring the director or officer to act
in good faith and in a manner he reasonably believes to be in or not opposed to
Leap's best interests, to indemnify its directors and officers in connection
with actions, suits or proceedings brought against them by a third party or in
the name of Leap, by reason of the fact that they were or are such directors or
officers, against expenses, judgments, fines and amounts paid in settlement in
connection with any such action, suit or proceeding. The bylaws generally
provide for mandatory indemnification of Leap's directors and officers to the
full extent provided by Delaware corporate law. In addition, Leap has entered
into indemnification agreements with its directors and officers which generally
provide for mandatory indemnification under circumstances for which
indemnification would otherwise be discretionary under Delaware law.

   Leap intends to purchase and maintain insurance on behalf of any person who
is or was a director or officer of Leap, or is or was a director or officer of
Leap serving at the request of Leap as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not Leap
would have the power or obligation to indemnify him against such liability under
the provisions of the bylaws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<S>                        <C>
           4.1(1)          Form of Common Stock Certificate.
           4.2.1(2)        Letter, dated as of May 5, 1999, from Qualcomm
                           Incorporated (Qualcomm) to the Registrant.
           4.2.2(3)        Superceding Warrant, dated as of August 9, 1999,
                           issued to Qualcomm.
           4.2.3(3)        Form of Voting Agreement, dated as of April 1, 1999,
                           between the Registrant and various officers and
                           directors of Qualcomm Incorporated.
           4.2.4(3)        Amended and Restated Agreement Concerning Share
                           Ownership, dated as of August 4, 1999, between the
                           Registrant and Qualcomm Incorporated.
           4.3(4)          Rights Agreement, dated as of September 14, 1998,
                           between the Registrant and Harris Trust Company of
                           California.
           4.4*            The Leap Wireless International, Inc. Executive
                           Officer Deferred Stock Plan.
</TABLE>



                                       3
<PAGE>   4

<TABLE>
<S>                        <C>
           5.1*            Opinion of Latham & Watkins.
          23.1*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.
          23.2*            Consent of Price Waterhouse, independent accountants.
          23.3*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.
          23.4*            Consent of PricewaterhouseCoopers, independent
                           accountants.
          23.5*            Consent of Latham & Watkins. Reference is made to
                           Exhibit 5.1.
          24.1*            Power of Attorney (included in signature page).
</TABLE>

----------

 *      Filed herewith.

(1)     Filed as an exhibit to Leap's Registration Statement on Form 10, as
        amended (File No. 0-29752), and incorporated herein by reference.

(2)     Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the
        quarter ended February 28, 1999, as filed with the SEC on April 14,
        1999, and incorporated herein by reference.

(3)     Filed as an exhibit to Leap's Post-Effective Amendment No. 2 to
        Registration Statement on Form S-1 (File No. 333-64459) dated August 10,
        1999, and incorporated herein by reference.

(4)     Filed as an exhibit to Leap's Current Report on Form 8-K dated September
        14, 1998, and incorporated herein by reference.

ITEM 9. UNDERTAKINGS

        (a)    The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, as amended (the "Securities Act");

                      (ii) To reflect in the prospectus any facts or events
               arising after the effective date of this Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               Registration Statement;

                      (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

        provided, however, that the undertakings set forth in paragraphs
        (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration
        Statement is on Form S-3, Form S-8 or Form F-3, and the information
        required to be included in a post-effective amendment by those
        paragraphs is contained in periodic reports filed with or furnished to
        the Commission by the



                                       4
<PAGE>   5

        Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
        incorporated by reference in this Registration Statement.

               (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                       5
<PAGE>   6

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, County of San Diego, State of
California, on January 11, 2000.

                                        By:   /s/ Thomas D. Willardson
                                            ------------------------------------
                                            Thomas D. Willardson
                                            Senior Vice President, Finance and
                                            Treasurer

                                POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harvey P. White and James E. Hoffmann and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to
this Registration Statement and any subsequent registration statement filed by
the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, which relates to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  SIGNATURE                                       TITLE                            DATE
                  ---------                                       -----                            ----
<S>                                            <C>                                            <C>

             /s/ Harvey P. White                   Chief Executive Officer and Director       January 11, 2000
--------------------------------------------
               Harvey P. White

          /s/ Thomas D. Willardson             Senior Vice President, Finance and Treasurer   January 11, 2000
--------------------------------------------
            Thomas D. Willardson

            /s/ Thomas J. Bernard                       Vice Chairman, President--            January 11, 2000
--------------------------------------------   International Business Division and Director
              Thomas J. Bernard

            /s/ Susan G. Swenson                  President, Chief Operating Officer and      January 11, 2000
--------------------------------------------                     Director
              Susan G. Swenson

                                                                 Director                     January   , 2000
--------------------------------------------
         Alejandro Burillo Azcarraga

             /s/ Robert C. Dynes                                 Director                     January 11, 2000
--------------------------------------------
               Robert C. Dynes

             /s/ Scot B. Jarvis                                  Director                     January 11, 2000
--------------------------------------------
               Scot B. Jarvis

                                                                 Director                     January   , 2000
--------------------------------------------
               John J. Moores

           /s/ Michael B. Targoff                                Director                     January 11, 2000
--------------------------------------------
             Michael B. Targoff

           /s/ Jeffrey P. Williams                               Director                     January 11, 2000
--------------------------------------------
             Jeffrey P. Williams
</TABLE>



                                       6
<PAGE>   7

                                  EXHIBIT INDEX

      EXHIBIT

<TABLE>
<S>                        <C>
           4.1(1)          Form of Common Stock Certificate.
           4.2.1(2)        Letter, dated as of May 5, 1999, from Qualcomm
                           Incorporated (Qualcomm) to the Registrant.
           4.2.2(3)        Superceding Warrant, dated as of August 9, 1999,
                           issued to Qualcomm.
           4.2.3(3)        Form of Voting Agreement, dated as of April 1, 1999,
                           between the Registrant and various officers and
                           directors of Qualcomm Incorporated.
           4.2.4(3)        Amended and Restated Agreement Concerning Share
                           Ownership, dated as of August 4, 1999, between the
                           Registrant and Qualcomm Incorporated.
           4.3(4)          Rights Agreement, dated as of September 14, 1998,
                           between the Registrant and Harris Trust Company of
                           California.
           4.4*            The Leap Wireless International, Inc. Executive
                           Officer Deferred Stock Plan.
           5.1*            Opinion of Latham & Watkins.
          23.1*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.
          23.2*            Consent of Price Waterhouse, independent accountants.
          23.3*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.
          23.4*            Consent of PricewaterhouseCoopers, independent
                           accountants.
          23.5*            Consent of Latham & Watkins. Reference is made to
                           Exhibit 5.1.
          24.1*            Power of Attorney (included in signature page).
</TABLE>

----------

 *      Filed herewith.

(1)     Filed as an exhibit to Leap's Registration Statement on Form 10, as
        amended (File No. 0-29752), and incorporated herein by reference.

(2)     Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the
        quarter ended February 28, 1999, as filed with the SEC on April 14,
        1999, and incorporated herein by reference.

(3)     Filed as an exhibit to Leap's Post-Effective Amendment No. 2 to
        Registration Statement on Form S-1 (File No. 333-64459) dated August 10,
        1999, and incorporated herein by reference.

(4)     Filed as an exhibit to Leap's Current Report on Form 8-K dated September
        14, 1998, and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25768}]
{"company-data": {"conformed-name": "LEAP WIRELESS INTERNATIONAL INC", "cik": "0001065049", "assigned-sic": "4813", "irs-number": "330811062", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94389", "film-number": "505185"}, "business-address": {"street1": "10307 PACIFIC CENTER COURT", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8779775327"}, "mail-address": {"street1": "10307 PACIFIC CENTER COURT", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "QUALCOMM SPINCO INC", "date-changed": "19980626"}}
1
    As filed with the Securities and Exchange Commission on January 11, 2000
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        LEAP WIRELESS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                       33-0811062
    (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                     Identification Number)

                                   ----------

                           10307 PACIFIC CENTER COURT
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 882-6000
    (Address of principal executive offices, Zip Code, and telephone number)

                      THE LEAP WIRELESS INTERNATIONAL, INC.
                      EXECUTIVE OFFICER DEFERRED STOCK PLAN
                            (Full title of the plan)

                                   ----------
HARVEY P. WHITE                                                Copies to:
                 CHIEF EXECUTIVE OFFICER                                       SCOTT N. WOLFE, ESQ.
            LEAP WIRELESS INTERNATIONAL, INC.                                BARRY M. CLARKSON, ESQ.
                10307 PACIFIC CENTER COURT                                       LATHAM & WATKINS
               SAN DIEGO, CALIFORNIA 92121                                  701 "B" STREET, SUITE 2100
                      (858) 882-6000                                       SAN DIEGO, CALIFORNIA 92101
 (Name, address including zip code, and telephone number,                         (619) 236-1234
        including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                                              Proposed
                                                             Proposed         Maximum
                                           Amount            Maximum         Aggregate         Amount of
       Title of Each Class of               To Be            Offering         Offering       Registration
    Securities to be Registered         Registered(1)    Price Per Share      Price(2)            Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $0.0001 par value(3)         25,000              (2)           $1,631,250          $431
=============================================================================================================
(1)     A maximum of 25,000 shares of common stock were reserved for issuance
        under The Leap Wireless International, Inc. Executive Officer Deferred
        Stock Plan (the "Plan"). All shares reserved for issuance under the Plan
        are being registered hereunder.

(2)     Estimated in accordance with Rule 457(h) solely for purposes of
        computing the registration fee for shares for which the offering price
        cannot be presently determined. The Proposed Maximum Offering Price is
        $65.25 per share of common stock, which is based on the average of the
        high and low prices for the Company's common stock as reported on the
        Nasdaq National Market System on January 6, 1999.

(3)     Each share of common stock includes a right to purchase one
        one-thousandth of a share of Series A Junior Participating preferred
        stock, par value $0.0001 per share.

================================================================================

                                       1
2

                                     PART I

ITEM 1. PLAN INFORMATION.

        Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Not required to be filed with this Registration Statement.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this Registration Statement, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents we have filed, or may file,
with the SEC:

    -   Our Annual Report on Form 10-K for the fiscal year ended August 31, 1999
        filed with the SEC on October 20, 1999 and Amendment No. 1 thereto filed
        on Form 10-K/A with the SEC on December 13, 1999;

    -   The description of our common stock and the attached purchase rights
        contained in our Registration Statement on Form 10 filed with the SEC on
        July 1, 1998, as amended;

    -   Our Proxy Statement for the 1999 Annual Meeting of Stockholders filed
        with the SEC on November 2, 1999; and

    -   All documents filed by us with the SEC under Sections 13(a), 13(c), 14
        or 15(d) of the Securities Exchange Act of 1934 after the date this
        Registration Statement is filed with the SEC and prior to the filing of
        a post-effective amendment which indicates that all securities offered
        have been sold or which deregisters all securities then remaining unsold
        shall be deemed to be incorporated by reference in this Registration
        Statement and to be a part of it from the respective dates of filing of
        those documents.

   A statement contained in a document incorporated by reference herein shall be
deemed to be modified or superceded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated herein modifies or replaces such
statement. Any statements so modified or superceded shall not be deemed, except
as so modified or superceded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Officers and directors of Leap are covered by certain provisions of the
Delaware General Corporation Law ("DGCL"), the charter, the bylaws,
indemnification agreements and insurance policies which serve to limit, and, in
certain instances, to indemnify them against, certain liabilities which they may
incur in such capacities. None of these provisions would have retroactive effect
for periods before the distribution of Leap. These various provisions are
described below.

                                       2
3

   Elimination of Liability in Certain Circumstances. In June 1986, Delaware
enacted legislation which authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. This duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all significant information
reasonably available to them. Absent the limitations now authorized by such
legislation, directors are accountable to corporations and their stockholders
for monetary damages for conduct constituting negligence or gross negligence in
the exercise of their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The charter limits the
liability of Directors to Leap or its stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by such legislation. Specifically, the directors of Leap will not be personally
liable for monetary damages for breach of a director's fiduciary duty as
director, except for liability: (1) for any breach of the director's duty of
loyalty to Leap or its stockholders; (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (3) for
unlawful payments of dividends or unlawful share repurchases or redemptions as
provided in Section 174 of the DGCL; or (4) for any transaction from which the
director derived an improper personal benefit.

   Indemnification and Insurance. As a Delaware corporation, Leap has the power,
under specified circumstances generally requiring the director or officer to act
in good faith and in a manner he reasonably believes to be in or not opposed to
Leap's best interests, to indemnify its directors and officers in connection
with actions, suits or proceedings brought against them by a third party or in
the name of Leap, by reason of the fact that they were or are such directors or
officers, against expenses, judgments, fines and amounts paid in settlement in
connection with any such action, suit or proceeding. The bylaws generally
provide for mandatory indemnification of Leap's directors and officers to the
full extent provided by Delaware corporate law. In addition, Leap has entered
into indemnification agreements with its directors and officers which generally
provide for mandatory indemnification under circumstances for which
indemnification would otherwise be discretionary under Delaware law.

   Leap intends to purchase and maintain insurance on behalf of any person who
is or was a director or officer of Leap, or is or was a director or officer of
Leap serving at the request of Leap as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not Leap
would have the power or obligation to indemnify him against such liability under
the provisions of the bylaws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS
4.1(1)          Form of Common Stock Certificate.
           4.2.1(2)        Letter, dated as of May 5, 1999, from Qualcomm
                           Incorporated (Qualcomm) to the Registrant.
           4.2.2(3)        Superceding Warrant, dated as of August 9, 1999,
                           issued to Qualcomm.
           4.2.3(3)        Form of Voting Agreement, dated as of April 1, 1999,
                           between the Registrant and various officers and
                           directors of Qualcomm Incorporated.
           4.2.4(3)        Amended and Restated Agreement Concerning Share
                           Ownership, dated as of August 4, 1999, between the
                           Registrant and Qualcomm Incorporated.
           4.3(4)          Rights Agreement, dated as of September 14, 1998,
                           between the Registrant and Harris Trust Company of
                           California.
           4.4*            The Leap Wireless International, Inc. Executive
                           Officer Deferred Stock Plan.
3
4
5.1*            Opinion of Latham & Watkins.
          23.1*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.
          23.2*            Consent of Price Waterhouse, independent accountants.
          23.3*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.
          23.4*            Consent of PricewaterhouseCoopers, independent
                           accountants.
          23.5*            Consent of Latham & Watkins. Reference is made to
                           Exhibit 5.1.
          24.1*            Power of Attorney (included in signature page).
----------

 *      Filed herewith.

(1)     Filed as an exhibit to Leap's Registration Statement on Form 10, as
        amended (File No. 0-29752), and incorporated herein by reference.

(2)     Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the
        quarter ended February 28, 1999, as filed with the SEC on April 14,
        1999, and incorporated herein by reference.

(3)     Filed as an exhibit to Leap's Post-Effective Amendment No. 2 to
        Registration Statement on Form S-1 (File No. 333-64459) dated August 10,
        1999, and incorporated herein by reference.

(4)     Filed as an exhibit to Leap's Current Report on Form 8-K dated September
        14, 1998, and incorporated herein by reference.

ITEM 9. UNDERTAKINGS

        (a)    The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, as amended (the "Securities Act");

                      (ii) To reflect in the prospectus any facts or events
               arising after the effective date of this Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               Registration Statement;

                      (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

        provided, however, that the undertakings set forth in paragraphs
        (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration
        Statement is on Form S-3, Form S-8 or Form F-3, and the information
        required to be included in a post-effective amendment by those
        paragraphs is contained in periodic reports filed with or furnished to
        the Commission by the

                                       4
5

        Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
        incorporated by reference in this Registration Statement.

               (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
6

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, County of San Diego, State of
California, on January 11, 2000.

                                        By:   /s/ Thomas D. Willardson
                                            ------------------------------------
                                            Thomas D. Willardson
                                            Senior Vice President, Finance and
                                            Treasurer

                                POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harvey P. White and James E. Hoffmann and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to
this Registration Statement and any subsequent registration statement filed by
the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, which relates to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                       TITLE                            DATE
                  ---------                                       -----                            ----
/s/ Harvey P. White                   Chief Executive Officer and Director       January 11, 2000
--------------------------------------------
               Harvey P. White

          /s/ Thomas D. Willardson             Senior Vice President, Finance and Treasurer   January 11, 2000
--------------------------------------------
            Thomas D. Willardson

            /s/ Thomas J. Bernard                       Vice Chairman, President--            January 11, 2000
--------------------------------------------   International Business Division and Director
              Thomas J. Bernard

            /s/ Susan G. Swenson                  President, Chief Operating Officer and      January 11, 2000
--------------------------------------------                     Director
              Susan G. Swenson

                                                                 Director                     January   , 2000
--------------------------------------------
         Alejandro Burillo Azcarraga

             /s/ Robert C. Dynes                                 Director                     January 11, 2000
--------------------------------------------
               Robert C. Dynes

             /s/ Scot B. Jarvis                                  Director                     January 11, 2000
--------------------------------------------
               Scot B. Jarvis

                                                                 Director                     January   , 2000
--------------------------------------------
               John J. Moores

           /s/ Michael B. Targoff                                Director                     January 11, 2000
--------------------------------------------
             Michael B. Targoff

           /s/ Jeffrey P. Williams                               Director                     January 11, 2000
--------------------------------------------
             Jeffrey P. Williams
6
7

                                  EXHIBIT INDEX

      EXHIBIT
4.1(1)          Form of Common Stock Certificate.
           4.2.1(2)        Letter, dated as of May 5, 1999, from Qualcomm
                           Incorporated (Qualcomm) to the Registrant.
           4.2.2(3)        Superceding Warrant, dated as of August 9, 1999,
                           issued to Qualcomm.
           4.2.3(3)        Form of Voting Agreement, dated as of April 1, 1999,
                           between the Registrant and various officers and
                           directors of Qualcomm Incorporated.
           4.2.4(3)        Amended and Restated Agreement Concerning Share
                           Ownership, dated as of August 4, 1999, between the
                           Registrant and Qualcomm Incorporated.
           4.3(4)          Rights Agreement, dated as of September 14, 1998,
                           between the Registrant and Harris Trust Company of
                           California.
           4.4*            The Leap Wireless International, Inc. Executive
                           Officer Deferred Stock Plan.
           5.1*            Opinion of Latham & Watkins.
          23.1*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.
          23.2*            Consent of Price Waterhouse, independent accountants.
          23.3*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.
          23.4*            Consent of PricewaterhouseCoopers, independent
                           accountants.
          23.5*            Consent of Latham & Watkins. Reference is made to
                           Exhibit 5.1.
          24.1*            Power of Attorney (included in signature page).
----------

 *      Filed herewith.

(1)     Filed as an exhibit to Leap's Registration Statement on Form 10, as
        amended (File No. 0-29752), and incorporated herein by reference.

(2)     Filed as an exhibit to Leap's Quarterly Report on Form 10-Q for the
        quarter ended February 28, 1999, as filed with the SEC on April 14,
        1999, and incorporated herein by reference.

(3)     Filed as an exhibit to Leap's Post-Effective Amendment No. 2 to
        Registration Statement on Form S-1 (File No. 333-64459) dated August 10,
        1999, and incorporated herein by reference.

(4)     Filed as an exhibit to Leap's Current Report on Form 8-K dated September
        14, 1998, and incorporated herein by reference.