Sec Form 3 Filing - STAPLETON CRAIG R @ METROPCS COMMUNICATIONS INC - 2004-07-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STAPLETON CRAIG R 2. Issuer Name and Ticker or Trading Symbol METROPCS COMMUNICATIONS INC [ MPCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8144 WALNUT HILL LANE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2004 (Street) DALLAS, TX75231 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,864,800 I See footnotes below. ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 2,407,710 I See footnotes below. ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STAPLETON CRAIG R 8144 WALNUT HILL LANE SUITE 800 DALLAS, TX75231 X Signatures /s/ Craig R. Stapleton 07/28/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Representing shares held directly by Technology Venture Associates III, L.P., of which the reporting person is the sole general partner. ( 2 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose ( 3 )Each Share of Series D Convertible Preferred Stock is immediately convertible at the option of the holder, and will automatically convert into approximately 10.64 shares of common stock immediately prior to the Issuer's initial public offering. At such time, each $9.40 in accrued and unpaid dividends upon the Series D Convertible Preferred Stock will be paid in kind with one share of Common Stock. The number of shares set forth in Column 3 reflects this conversion and payment-in-kind based on accrued and unpaid dividends as of the date of this filing.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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