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                            Before the
                Federal Communications Commission
                      Washington, D.C. 20554

In re Application of            )
                                )
Leap Wireless International, Inc.)      File No. 0000012974
(Markets B140, B153 and B257)   )       DA 99-990
                                )
For Authorization to Construct and Operate )      
Broadband PCS C Block Licenses  )
                                )       
                                 
                                 
                    ORDER ON RECONSIDERATION


   Adopted:  November 2, 1999           Released:  November 2, 1999

By the Chief, Commercial Wireless Division, Wireless Telecommunications Bureau:

     1.   In this Order on Reconsideration, we address a Petition for Reconsideration or
Clarification (Petition for Reconsideration) filed by Pacific Eagle Investments, Ltd., Pacific Eagle
Investment (L) Limited and Masa Telecom, Inc. (collectively, Pacific Eagle).  Pacific Eagle seeks
reconsideration of the decision of the Commercial Wireless Division of the Wireless Telecommunications
Bureau to grant the above-captioned long-form application (FCC Form 601), filed by Leap Wireless
International, Inc. (Leap) in Auction 22, the C, D, E and F block broadband PCS license auction that
closed on April 15, 1999 (Auction 22).  Pacific Eagle, a creditor of the C block PCS licensee, DCR PCS,
Inc. (DCR PCS), requests that we reconsider or clarify our grant of Leap's long-form application and
expressly condition the grant for the above-captioned markets on the outcome of the pending DCR PCS
bankruptcy proceeding.  For the reasons set forth below, we grant Pacific Eagle's Petition for
Reconsideration, in part, by clarifying the grant of the above-captioned licenses to Leap.

     2.   On June 3, 1999, Pacific Eagle filed a Petition to Defer or, in the Alternative, to Condition
Grant (Petition to Defer) Leap's long-form application for the above captioned markets.  On July 23, 1999,
we released a Memorandum Opinion and Order denying in part, and dismissing in part, Pacific Eagle's
Petition to Defer.  In the Leap Order, we concluded that, as a result of a December 23 Public Notice and
a February 24 Public Notice, the public was on notice that the grant of certain licenses would be
conditioned upon the outcome of pending proceedings.  As a result, we dismissed Pacific Eagle's request
that we condition the grant of the licenses as moot.  Furthermore, because applicants were aware of the
consequences of the outstanding proceedings, we did not defer grant of Leap's licenses.

     3.   In its Petition for Reconsideration, Pacific Eagle argues that, although the December 23
Public Notice states that we will condition the grant of licenses involved in pending proceedings on the
outcome of such proceedings, the Leap Order fails to actually condition Leap's license grants on the
outcome of the pending bankruptcy proceedings.  To the extent there is any ambiguity on this count in the
Leap Order, we hereby clarify that the licenses granted to Leap are subject to the outcome of any pending
litigation that may affect the licenses.

     4.   Finally, we take this opportunity to observe that the Leap Order, contrary to our normal
practice, inadvertently granted the licenses won at Auction 22 to Leap prior to the receipt of final
payment.  It is our usual practice, consistent with section 1.2109(a) of the Commission's rules, to require
the submission of a full and timely payment of the remaining balance of an applicant's winning bid prior to
the grant of licenses won at auction.  However, since the Leap Order granted the licenses before Leap
was required, by the terms of the Order, to make full payment, and since Leap has in fact made full and
timely payment for its licenses in compliance with these payment requirements, the status of its licenses is
not affected by our observations here.  Nevertheless, we hereby advise all future auction winners that full
and timely payment of the remaining balance of their winning bids will, in the normal course, continue to be
a condition precedent to the grant of the requested licenses.

     5.   Accordingly, IT IS ORDERED that, pursuant to sections 4(i) and 405 of the
Communications Act of 1934, as amended, 47 U.S.C.  154(i), 405, and sections 0.331 and 1.106 of the
Commission's rules, 47 C.F.R.  0.331, 1.106, the Petition for Reconsideration or Clarification filed by
Pacific Eagle Investments, Ltd., Pacific Eagle Investment (L) Limited and Masa Telecom, Inc. on August
23, 1999, IS HEREBY GRANTED to the extent discussed above and is otherwise DENIED.

     6.   IT IS FURTHER ORDERED that, pursuant to section 4(i) of the Communications Act of
1934, as amended, 47 U.S.C.  154(i), grant of Leap Wireless International, Inc.'s long-form application IS
CLARIFIED to be conditioned on the outcome of any pending litigation that may affect the licenses.


                              FEDERAL COMMUNICATIONS COMMISSION



                              Steven E. Weingarten
                              Chief, Commercial Wireless Division
                              Wireless Telecommunications Bureau