UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2005

METROPCS, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-111470

75-2550006

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

8144 Walnut Hill Lane

Suite 800

Dallas, Texas

75231

(Address of principal executive offices)

(Zip Code)

(214) 265-2550

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 425 under the Securities Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

On February 25, 2005, MetroPCS Wireless, Inc. (“Wireless”), a direct wholly-owned subsidiary of MetroPCS, Inc., entered into an amendment, effective as of February 28, 2005 (the “Amendment”), to the General Agreement for Purchase of Personal Communications Services Systems, dated effective as of October 1, 2002, by and between Wireless and Lucent Technologies Inc. (Contract No.: LNM01NMDK02002), as amended (the “Agreement”). Prior to giving effect to the Amendment, Section 1.2 of the Agreement provided that the Agreement shall continue in effect until February 28, 2005. The Amendment modified Section 1.2 of the Agreement to provide that the Agreement shall continue in effect until March 31, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	METROPCS, INC.

Date: March 2, 2005	By:	/s/ Roger D. Linquist
	Name:	Roger D. Linquist
	Title:	President and Chief Executive Officer

METROPCS INC 8-K