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                                                                 EXHIBIT 10.29.1



                                FIRST AMENDMENT
                                     TO THE
                       LEAP WIRELESS INTERNATIONAL, INC.
                     EXECUTIVE OFFICER DEFERRED STOCK PLAN


               Leap Wireless International, Inc., a Delaware corporation (the
"Company"), by resolution of its Board of Directors (the "Board"), previously
adopted The Leap Wireless International, Inc. Executive Officer Deferred Stock
Plan (the "Plan") for the benefit of the executive officers of the Company.

               In order to make certain changes to the Plan, this First
Amendment to the Plan has been adopted by the Board, effective as of December 9,
1999. This First Amendment, together with the Plan, constitutes the Plan in its
entirety.

        1. The second paragraph of the introduction to the Plan is hereby
amended to read in its entirety as follows:

               The Plan is a nonqualified deferred compensation plan pursuant to
        which twenty-five (25%) of an executive officer's Bonus (as defined
        herein) will be deferred and converted into Share Units (as defined
        herein) credited to the officer's account under the Plan. Share Units
        will represent the right to receive shares of the Company's Common
        Stock, par value $0.0001 per share ("Common Stock"), in accordance with
        the Plan. The Plan also provides that an executive officer may elect to
        defer all or any portion of the remainder of such executive officer's
        Bonus and that the amounts deferred at the election of an executive
        officer will be converted into Share Units credited to the officer's
        account under the Plan. Finally, the Plan provides for additional Share
        Units that will be credited to the executive officer's account under the
        Plan, determined based on the executive officer's Bonus deferrals
        pursuant to the Plan. The Plan provides that the Share Units credited to
        an executive officer's account will be distributed to such executive
        officer upon the earlier of the date or dates designated by the officer
        or the officer's retirement, death, Disability (as defined herein) or
        other termination of employment.

        2. Section 1.19 of the Plan is hereby amended to read in its entirety as
follows:

        Section 1.19 - Fair Market Value

               "Fair Market Value" as of a given date shall mean (a) the closing
        price of a share of Common Stock on the trading day prior to such date
        on the principal exchange on which shares of Common Stock are then
        trading, if any (or as reported on any composite index which includes
        such principal exchange), or, if shares were not traded on the day prior
        to such date, then on the next preceding day on which trading occurred,
        or (b) if Common Stock is not traded on an exchange but is quoted on
        NASDAQ or a successor quotation system, the mean between the closing
        representative bid and asked prices for the Common Stock on the trading
        day prior to such date as reported by NASDAQ or such successor quotation
        system, or (c) if Common Stock is not publicly traded on an exchange and
        not

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        quoted on NASDAQ or a successor quotation system, the fair market value
        of a share of Common Stock as established by the Administrator acting in
        good faith.

        3. Section 2.1 of the Plan is hereby amended to read in its entirety as
follows:

        Section 2.1 - Requirements for Participation

               (a) An Employee who was an Executive Officer on December 9, 1999
        shall be an Active Participant for the Plan Year ended on August 31,
        1999.

               (b) An Employee who was an Executive Officer on December 9, 1999
        shall be an Active Participant for the Plan Year beginning on September
        1, 1999.

               (c) An Employee who on the first day of any Plan Year beginning
        after September 1, 1999 is an Executive Officer shall be an Active
        Participant for such Plan Year.

               (d) An Employee who is an Active Participant for any Plan Year
        shall not be an Active Participant for any subsequent Plan Year unless
        such Employee satisfies the requirements of subsection (b) or (c) with
        respect to such Plan Year.

        4. Subsection 2.3(c) of the Plan is hereby amended to read in its
entirety as follows:

               (c) For purposes of this Article and Article VIII, the
        "Distribution Date" of an Active Participant for a Plan Year shall mean
        the first day of a calendar month designated by such Active Participant;
        provided, however, that such "Distribution Date" shall not be earlier
        than the third anniversary of the latest Bonus Payday for such
        Participant for such Plan Year and shall not be later than the tenth
        anniversary on the last Bonus Payday for such Participant for such Plan
        Year.

        5. Section 3.2 of the Plan is hereby amended to read in its entirety as
follows:

        Section 3.2 - Voluntary Bonus Deferrals

               (a) An Active Participant for a Plan year beginning on or after
        September 1, 1999 may elect, in accordance with the Rules of the Plan,
        to defer to his Deferred Bonus Share Account an amount equal to any
        whole number percentage, which is not greater than seventy-five percent
        (75%) (or such other percentage as is established by the Administrator
        for such Plan Year), of his Bonus for such Plan Year.

               (b) An Active Participant's Bonus deferral election under
        subsection (a) shall be made on the form described in Section 2.3 and
        shall be delivered to the Administrator not later than the last day of
        the next preceding Plan Year; provided, however, that, for the Plan Year
        beginning on September 1, 1999, an Active Participant's Bonus deferral
        election under subsection (a) shall be delivered to the Administrator
        not later than August 31, 2000.



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        6. Section 4.1 of the Plan is hereby amended to read in its entirety as
follows:

        Section 4.1 - Deferred Bonus Share Credits

               For each Bonus Payday for a Plan Year, an Active Participant's
        Deferred Bonus Share Account shall be credited with the number of whole
        Share Units equal to:

                      (a) the amount of such Active Participant's Deferred Bonus
               for such Bonus Payday, divided by

                      (b) the Fair Market Value on such Bonus Payday.

        Such Share Units shall be determined by rounding down, disregarding any
        fractional Share Unit and refunding the dollar amount, if any, of such
        Participant's Deferred Bonus which is not sufficient to purchase one
        full Share Unit, to the Participant for the Bonus Payday in question.
        Such Share Units shall be credited to the Active Participant's Deferred
        Bonus Share Account as of such Bonus Payday.

        7. Section 4.2 of the Plan is hereby amended to read in its entirety as
follows:

        Section 4.2 - Matching Share Credits

               For each Bonus Payday for a Plan Year, an Active Participant's
        Matching Share Account shall be credited with the number of whole Share
        Units equal to twenty percent (20%) of the number of Share Units
        credited to such Active Participant's Deferred Bonus Share Account as of
        such Bonus Payday under Section 4.1. Such Share Units shall be
        determined by rounding down and disregarding any fractional Share Unit.
        Such Share Units earned shall be credited to the Active Participant's
        Matching Share Account as of such Bonus Payday.

        8. Section 7.1 of the Plan is hereby amended to read in its entirety as
follows:

        Section 7.1 - Vesting of Accounts

               (a) Except as provided in Section 8.3, a Participant shall be
        Vested at all times in all of the Share Units credited to his Deferred
        Bonus Share Account.

               (b) Subject to Sections 8.3 and 8.4, a Participant shall become
        Vested in the Share Units credited to his Matching Share Account as of a
        Bonus Payday as follows:

                      (i) one-third of such Share Units credited as of a Bonus
               Payday shall become Vested on the first anniversary of such Bonus
               Payday; provided, however, that if the resulting number of Share
               Units then becoming Vested produces a fractional Share Unit, the
               fractional Share Unit shall be rounded up to the next whole
               number of Share Units,

                      (ii) one-third of such Share Units credited as of a Bonus
               Payday shall become Vested on the second anniversary of such
               Bonus Payday; provided however,



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               that if the resulting number of Share Units then becoming Vested
               produces a fractional Share Unit, the fractional Share Unit shall
               be rounded up to the next whole number of Share Units, and

                      (iii) one-third of such Share Units credited as of a Bonus
               Payday shall become Vested on the third anniversary of such Bonus
               Payday; provided however, that if the resulting number of Share
               Units then becoming Vested produces a fractional Share Unit, the
               fractional Share Unit shall be rounded down to the remaining
               number of Share Units credited to the Participant's Matching
               Share Account, so that the Participant shall become fully Vested
               in the Share Units credited to his Matching Share Account as of
               such Bonus Payday as of the third anniversary of such Bonus
               Payday.

        Any Share Units that are credited to a Participant's Matching Share
        Account as a result of any dividend or other distribution paid or
        distributed on shares of Common Stock, with respect to the Share Units
        credited on the record date of such dividend or distribution, in
        accordance with Section 6.2, shall become Vested on such date as the
        Share Units credited on the record date become Vested under this
        subsection.

        9. Section 8.1 of the Plan is hereby amended to read in its entirety as
follows:

        Section 8.1 - Distribution Prior to Separation from the Service

               A Participant who has elected to receive the distribution of the
        Share Units credited for a Plan Year as of the Distribution Date for
        such Plan Year, and who has not had a Separation from the Service before
        such Distribution Date, shall receive a distribution of the Vested Share
        Units credited to his Accounts for such Plan Year (and any Share Units
        credited with respect thereto under Section 6.2), less any amounts
        required to be withheld by law, in one lump sum, not later than 30 days
        after the end of the calendar month in which such Distribution Date
        occurs. Such distribution shall be made by the Company in the form of
        whole shares of Common Stock. Such Participant's Accounts shall be
        debited the number of Share Units distributed.

        10. Section 8.2 of the Plan is hereby amended to read in its entirety as
follows:

        Section 8.2 - Distribution on Separation from the Service

               A Participant who has a Separation from the Service (other than
        by reason of his death) shall receive a distribution of the Vested Share
        Units credited to his Accounts, less any amounts required to be withheld
        by law, in one lump sum, not later than 30 days after the end of the
        calendar month in which his Separation from the Service occurs. Such
        distribution shall be made by the Company in the form of whole shares of
        Common Stock. Such Participant's Accounts shall be debited the number of
        Share Units distributed.

        11. Subsection 9.2(a) of the Plan is hereby amended to read in its
entirety as follows:

               (a) Upon the death of a Participant, the Vested Share Units
        credited to his Accounts, less any amounts required to be withheld by
        law, shall be distributed to such



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        Participant's Beneficiary or Beneficiaries designated under Section 9.1,
        in one lump sum, not later than 30 days after the end of the calendar
        month in which such Participant's death occurs. In the event that the
        Participant has failed to designate a Beneficiary, or no Beneficiary
        survives the Participant, the Share Units credited to his Accounts, less
        any amounts required to be withheld by law, shall be distributed to such
        Participant's estate, in one lump sum, not later than 30 days after the
        end of the calendar month in which the Participant's death occurs. Such
        distribution shall be made by the Company in the form of whole shares of
        Company Stock. Such Participant's Accounts shall be debited the number
        of Shares distributed.

        12. Subsection 11.5(e)(ii) of the Plan is hereby amended by replacing
the phrase "subsection (c) below" with the phrase "subsection (iii) below" in
the fifth sentence thereof.

               Executed as of January 4, 2000 at San Diego, California.

                                        LEAP WIRELESS INTERNATIONAL, INC.


                                        By: /s/ James E. Hoffmann
                                            ------------------------------------

                                              Title:  Sr. Vice President
                                                      --------------------------



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