<PAGE>   1

     As filed with the Securities and Exchange Commission on June 21, 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)

<TABLE>
         <S>                                                       <C>
                     DELAWARE                                           33-0811062
           (State or other jurisdiction                              (I.R.S. Employer
         of incorporation or organization)                         Identification No.)
</TABLE>

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

               CRICKET COMMUNICATIONS INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)


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

                                   CALCULATION OF REGISTRATION FEE
<TABLE>
====================================================================================================
<CAPTION>
                                   Amount        Proposed Maximum   Proposed Maximum      Amount of
         Title of Securities        to be         Offering Price   Aggregate Offering   Registration
          to be Registered      Registered(1)        Per Share            Price              Fee
----------------------------------------------------------------------------------------------------
<S>                             <C>              <C>               <C>                  <C>
Common Stock, $.0001 par          1,494,465         $36.0796(2)      $53,919,710(2)        $14,235
value
====================================================================================================
</TABLE>

(1)     Pursuant to Rule 416(a), this Registration Statement shall also cover
        any additional shares of the Registrant's Common Stock that become
        issuable under the plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without receipt
        of consideration that increases the number of the Registrant's
        outstanding shares of Common Stock.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457. The price per share and aggregate
        offering price are based upon (A) with respect to 1,086,681 shares of
        Common Stock issuable upon exercise of options that may be granted in
        the future under the Cricket Communications Inc. 1999 Stock Option Plan
        (the "Plan"), the average of the high and low prices for Registrant's
        Common Stock as reported on the NASDAQ National Market System on June
        15, 2000 and (B) with respect to 407,784 shares of Common Stock issuable
        upon exercise of options previously issued under the Plan, the actual
        exercise price for shares subject to such stock options, which (i) with
        respect to 111,002 shares of Common Stock subject to outstanding options
        is an exercise price of



                                       1
<PAGE>   2

        $19.05 per share (ii) with respect to 42,822 shares of Common Stock
        subject to outstanding options is an exercise price of $12.70 per share
        (iii) with respect to 104,895 shares of Common Stock subject to
        outstanding options is an exercise price of $6.35 per share and (iv)
        with respect to 149,065 shares of Common Stock subject to outstanding
        options is an exercise price of $3.17 per share.

(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.



                                       2
<PAGE>   3
                                     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 following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Leap Wireless International, Inc., a
Delaware corporation (the "Company"), are hereby incorporated by reference in
this Registration Statement:

        (a)     The Annual Report on Form 10-K for the fiscal year ended August
                31, 1999 filed pursuant to the Securities Exchange Act of 1934,
                as amended (the "Exchange Act"), on October 20, 1999 and
                Amendment No. 1 thereto filed on December 13, 1999 (the "Annual
                Report on Form 10-K");

        (b)     The Quarterly Reports on Form 10-Q filed pursuant to the
                Exchange Act on January 14, 2000 and April 14, 2000 (the
                "Quarterly Reports on Form 10-Q");

        (c)     The Current Reports on Form 8-K filed pursuant to the Exchange
                Act on February 17, 2000, April 3, 2000 (as amended by Form
                8-K/A filed May 25, 2000) and June 19, 2000;

        (d)     The Proxy Statement for the 1999 Annual Meeting of Stockholders
                filed on November 2, 1999;

        (e)     The description of the Company's Common Stock contained in the
                Registration Statement on Form 10 filed on July 1, 1998, as
                amended; and

        (f)     All other reports filed pursuant to Section 13(a) or 15(d) of
                the Exchange Act since the effective date of the Annual Report
                on Form 10-K.


        All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or



                                       3
<PAGE>   4

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 such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
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 the Company 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. These various provisions are described below.

        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 the Company 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 the Company 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 the Company 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, the Company
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 the Company'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 the Company, 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 the
Company's directors and officers to the full extent provided by



                                       4
<PAGE>   5

Delaware corporate law. In addition, the Company 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.

        The Company intends to purchase and maintain insurance on behalf of any
person who is or was a director or officer of the Company, or is or was a
director or officer of the Company serving at the request of the Company 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 the Company 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.

        The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.  UNDERTAKINGS.

        (a)    The undersigned Company 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 and 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;



                                       5
<PAGE>   6

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 Company 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 Company 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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.



                                       6
<PAGE>   7

                                   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 June 21, 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       June 21, 2000
--------------------------------------------
               Harvey P. White

          /s/ Thomas D. Willardson             Senior Vice President, Finance and Treasurer   June 21, 2000
--------------------------------------------
            Thomas D. Willardson

            /s/ Thomas J. Bernard                      Vice Chairman, President --            June 21, 2000
--------------------------------------------   International Business Division and Director
              Thomas J. Bernard

            /s/ Susan G. Swenson                  President, Chief Operating Officer and      June 21, 2000
--------------------------------------------                     Director
              Susan G. Swenson

       /s/ Alejandro Burillo Azcarraga                           Director                     June 21, 2000
--------------------------------------------
         Alejandro Burillo Azcarraga

             /s/ Robert C. Dynes                                 Director                     June 21, 2000
--------------------------------------------
               Robert C. Dynes

             /s/ Scot B. Jarvis                                  Director                     June 21, 2000
--------------------------------------------
               Scot B. Jarvis

             /s/ John J. Moores                                  Director                     June 21, 2000
--------------------------------------------
               John J. Moores

           /s/ Michael B. Targoff                                Director                     June 21, 2000
--------------------------------------------
             Michael B. Targoff

           /s/ Jeffrey P. Williams                               Director                     June 21, 2000
--------------------------------------------
             Jeffrey P. Williams
</TABLE>



                                       7
<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
        EXHIBIT
        -------
        <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(3)          Cricket Communications Inc. 1999 Stock Option Plan.

           4.5(5)          Amendment No. 1 to Cricket Communications Inc. 1999 Stock
                           Option Plan

           5.1*            Opinion of Latham & Watkins.

          23.1*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.

          23.2*            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 Registrant's Registration Statement on Form 10,
        as amended (File No. 0-29752), and incorporated herein by reference.

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

(5)     Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
        the quarter ended February 29, 2000, as filed with the SEC on April 14,
        2000, and incorporated herein by reference.



                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24069}]
{"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": "333-39824", "film-number": "658680"}, "business-address": {"street1": "10307 PACIFIC CENTER COURT", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8588826000"}, "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 June 21, 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 No.)
10307 PACIFIC CENTER COURT
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 882-6000
                    (Address of principal executive offices,
                   including zip code, and telephone number)

               CRICKET COMMUNICATIONS INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)
HARVEY P. WHITE                                       Copies to:
              CHIEF EXECUTIVE OFFICER                              DAVID A. HAHN, ESQ.
         LEAP WIRELESS INTERNATIONAL, INC.                           LATHAM & WATKINS
             10307 PACIFIC CENTER COURT                         701 "B" STREET, SUITE 2100
            SAN DIEGO, CALIFORNIA 92121                        SAN DIEGO, CALIFORNIA 92101
                   (858) 882-6000                                     (619) 236-1234
 (Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

====================================================================================================
Amount        Proposed Maximum   Proposed Maximum      Amount of
         Title of Securities        to be         Offering Price   Aggregate Offering   Registration
          to be Registered      Registered(1)        Per Share            Price              Fee
----------------------------------------------------------------------------------------------------
Common Stock, $.0001 par          1,494,465         $36.0796(2)      $53,919,710(2)        $14,235
value
====================================================================================================
(1)     Pursuant to Rule 416(a), this Registration Statement shall also cover
        any additional shares of the Registrant's Common Stock that become
        issuable under the plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without receipt
        of consideration that increases the number of the Registrant's
        outstanding shares of Common Stock.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457. The price per share and aggregate
        offering price are based upon (A) with respect to 1,086,681 shares of
        Common Stock issuable upon exercise of options that may be granted in
        the future under the Cricket Communications Inc. 1999 Stock Option Plan
        (the "Plan"), the average of the high and low prices for Registrant's
        Common Stock as reported on the NASDAQ National Market System on June
        15, 2000 and (B) with respect to 407,784 shares of Common Stock issuable
        upon exercise of options previously issued under the Plan, the actual
        exercise price for shares subject to such stock options, which (i) with
        respect to 111,002 shares of Common Stock subject to outstanding options
        is an exercise price of

                                       1
2

        $19.05 per share (ii) with respect to 42,822 shares of Common Stock
        subject to outstanding options is an exercise price of $12.70 per share
        (iii) with respect to 104,895 shares of Common Stock subject to
        outstanding options is an exercise price of $6.35 per share and (iv)
        with respect to 149,065 shares of Common Stock subject to outstanding
        options is an exercise price of $3.17 per share.

(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.

                                       2
3
                                     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 following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Leap Wireless International, Inc., a
Delaware corporation (the "Company"), are hereby incorporated by reference in
this Registration Statement:

        (a)     The Annual Report on Form 10-K for the fiscal year ended August
                31, 1999 filed pursuant to the Securities Exchange Act of 1934,
                as amended (the "Exchange Act"), on October 20, 1999 and
                Amendment No. 1 thereto filed on December 13, 1999 (the "Annual
                Report on Form 10-K");

        (b)     The Quarterly Reports on Form 10-Q filed pursuant to the
                Exchange Act on January 14, 2000 and April 14, 2000 (the
                "Quarterly Reports on Form 10-Q");

        (c)     The Current Reports on Form 8-K filed pursuant to the Exchange
                Act on February 17, 2000, April 3, 2000 (as amended by Form
                8-K/A filed May 25, 2000) and June 19, 2000;

        (d)     The Proxy Statement for the 1999 Annual Meeting of Stockholders
                filed on November 2, 1999;

        (e)     The description of the Company's Common Stock contained in the
                Registration Statement on Form 10 filed on July 1, 1998, as
                amended; and

        (f)     All other reports filed pursuant to Section 13(a) or 15(d) of
                the Exchange Act since the effective date of the Annual Report
                on Form 10-K.

        All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or

                                       3
4

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 such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
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 the Company 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. These various provisions are described below.

        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 the Company 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 the Company 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 the Company 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, the Company
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 the Company'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 the Company, 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 the
Company's directors and officers to the full extent provided by

                                       4
5

Delaware corporate law. In addition, the Company 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.

        The Company intends to purchase and maintain insurance on behalf of any
person who is or was a director or officer of the Company, or is or was a
director or officer of the Company serving at the request of the Company 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 the Company 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.

        The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.  UNDERTAKINGS.

        (a)    The undersigned Company 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 and 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;

                                       5
6

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 Company 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 Company 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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.

                                       6
7

                                   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 June 21, 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       June 21, 2000
--------------------------------------------
               Harvey P. White

          /s/ Thomas D. Willardson             Senior Vice President, Finance and Treasurer   June 21, 2000
--------------------------------------------
            Thomas D. Willardson

            /s/ Thomas J. Bernard                      Vice Chairman, President --            June 21, 2000
--------------------------------------------   International Business Division and Director
              Thomas J. Bernard

            /s/ Susan G. Swenson                  President, Chief Operating Officer and      June 21, 2000
--------------------------------------------                     Director
              Susan G. Swenson

       /s/ Alejandro Burillo Azcarraga                           Director                     June 21, 2000
--------------------------------------------
         Alejandro Burillo Azcarraga

             /s/ Robert C. Dynes                                 Director                     June 21, 2000
--------------------------------------------
               Robert C. Dynes

             /s/ Scot B. Jarvis                                  Director                     June 21, 2000
--------------------------------------------
               Scot B. Jarvis

             /s/ John J. Moores                                  Director                     June 21, 2000
--------------------------------------------
               John J. Moores

           /s/ Michael B. Targoff                                Director                     June 21, 2000
--------------------------------------------
             Michael B. Targoff

           /s/ Jeffrey P. Williams                               Director                     June 21, 2000
--------------------------------------------
             Jeffrey P. Williams
7
8

                                  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(3)          Cricket Communications Inc. 1999 Stock Option Plan.

           4.5(5)          Amendment No. 1 to Cricket Communications Inc. 1999 Stock
                           Option Plan

           5.1*            Opinion of Latham & Watkins.

          23.1*            Consent of PricewaterhouseCoopers LLP, independent
                           accountants.

          23.2*            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 Registrant's Registration Statement on Form 10,
        as amended (File No. 0-29752), and incorporated herein by reference.

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

(5)     Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
        the quarter ended February 29, 2000, as filed with the SEC on April 14,
        2000, and incorporated herein by reference.

                                       8