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): May 31, 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)

(I.R.S. Employer

Identification Number)

8144 Walnut Hill Lane

Suite 800

Dallas, Texas

75231

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 265-2550

Not Applicable

(Former name or former address, if changed since last report.)

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 14a-12 under the Exchange 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 7.01 Regulation FD Disclosure.

On May 31, 2005, MetroPCS, Inc. issued the press release attached hereto as Exhibit 99.1 announcing the completion of its tender offer for its 10¾% Senior Notes due 2011.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits.

99.1	Press Release of the Company dated May 31, 2005.

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report furnished pursuant to Item 7.01 (including the exhibit hereto) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section.

SIGNATURE

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: June 2, 2005	By:	/s/ J. Braxton Carter
		J. Braxton Carter
		Senior Vice President and
		Chief Financial Officer

METROPCS INC 8-K