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                                                                   EXHIBIT 3.1.1

                         CERTIFICATE OF INCORPORATION

                                      OF

                         CRICKET COMMUNICATIONS, INC.

         The undersigned, a natural person (the "Sole Incorporator"), for the
purpose of organizing a corporation to conduct the business and promote the
purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware hereby certifies that:

                                      I.

         The name of this corporation is Cricket Communications, Inc.

                                      II.

         The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle; and the
name of the registered agent of the corporation in the State of Delaware at such
address is The Prentice-Hall Corporation System, Inc.

                                     III.

         The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

                                      IV.

         A. This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares which the corporation is authorized to issue is one million two
hundred thousand (1,200,000) shares. One million (1,000,000) shares shall be
Common Stock, each having a par value of one-hundredth of one cent ($.0001). Two
hundred thousand (200,000) shares shall be Preferred Stock, each having a par
value of one-hundredth of one cent ($.0001).

         B. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation") pursuant to the Delaware General Corporation Law,
to fix or alter from time to time the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions of any wholly unissued series of Preferred Stock, and to establish
from time to time the number of shares constituting any such series or any of
them; and
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to increase or decrease the number of shares of any series subsequent to the
issuance of shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series shall be
decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

                                      V.

         A. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed by the Board
of Directors in the manner provided in the Bylaws.

         B. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may
be altered or amended or new Bylaws adopted by the stockholders entitled to
vote. The Board of Directors shall also have the power to adopt, amend or repeal
Bylaws.

                                      VI.

         A. The liability of the directors for monetary damages shall be
eliminated to the fullest extent under applicable law.

         B. Any repeal or modification of this Article VI shall be prospective
and shall not affect the rights under this Article VI in effect at the time of
the alleged occurrence of any act or omission to act giving rise to liability or
indemnification.

                                     VII.

         The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this reservation.

                                     VIII.

         The name and the mailing address of the Sole Incorporator is as
follows:

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             Name                                   MAILING ADDRESS
             JAMES E. HOFFMANN                      10307 Pacific Center Court
                                                    San Diego, California 92121

         IN WITNESS WHEREOF, this Certificate has been subscribed this 24th day
of August, 1998 by the undersigned who affirms that the statements made herein
are true and correct.

                                               /s/ James E. Hoffmann
                                               -------------------------------
                                               JAMES E. HOFFMANN
                                               Sole Incorporator

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