UPDATE 2-Leap Wireless hires advisers for sale -sources

* Leap hires Goldman, Morgan Stanley as advisers - sources

* Advisers have talked to MetroPCs, AT&T, Verizon - source

* Leap shares up 13 pct, MetroPCs shares up 5.3 pct (Adds analyst comment, background)

By Anupreeta Das and Sinead Carew

NEW YORK, Feb 1 (Reuters) - Leap Wireless International Inc has hired Goldman Sachs and Morgan Stanley to advise the low-cost mobile service provider on a possible sale, according to two people familiar with the matter.

Leap has reached out to potential buyers in recent days, including MetroPCS Communications Inc, AT&T Inc and Verizon Wireless, a joint venture of Verizon Communications Inc and Vodafone Group Plc, one of the sources said on Monday.

Shares of Leap rose 13.1 percent in heavy trading to $14.92, while MetroPCS shares rose 5.33 percent to $5.93 after the news was first reported by The Wall Street Journal.

Leap, AT&T and MetroPCS declined to comment. Verizon was not immediately available for comment.

Investors have in recent months speculated that another wireless carrier could buy Leap or MetroPCS, or that the two may merge. Analysts have also cited America Movil and Deutsche Telekom's T-Mobile USA, the No. 4 U.S. mobile service, as possible buyers.

Leap has formed a three-member special committee to explore a potential sale. The committee hired Goldman and Morgan Stanley to gauge interest from potential buyers, the sources said.

The sources asked not to be identified because the sale process has not been made public.

While Verizon and AT&T have deeper pockets, many analysts see MetroPCS as the most likely suitor for Leap, because the two companies have little network overlap and target the same customer segment: they sell low-cost, unlimited monthly service plans to people who pay in advance and do not commit to longer term contracts.

"I think it's extremely unlikely that AT&T or Verizon buy Leap. Either company would face significant regulatory hurdles," said Soleil Securities analyst Michael Nelson, pointing to Verizon's 32 percent share of the U.S. wireless market and AT&T's 30 percent share.

He said both AT&T and Verizon would have to shed a lot of assets in Leap's territory to get regulatory approval for an acquisition. "That would seem to defeat the purpose and would be unlikely to represent any substantial value for AT&T or Verizon," said Nelson.

Nelson estimated that Leap and MetroPCS have a roughly 2 percent share of the U.S. market each, and said any deal would likely be an all-stock transaction.

Leap, whose market value is about $1 billion, had in 2007 rebuffed a MetroPCS acquisition offer worth $5.5 billion at an exchange ratio of 2.75 MetroPCS shares for each Leap share.

Nelson said a deal between MetroPCS and Leap would be unlikely to change MetroPCS's financials very much.

"We do not believe an acquisition of Leap by MetroPCS would materially improve Metro's competitive positioning or financial performance, as the companies already benefit from roaming on each others networks and only compete against each other in a few markets," Nelson said.

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ID:nRTV72641 (Reporting by Anupreeta Das and Sinead Carew; Additional reporting by S. John Tilak in Bangalore; Editing by Tim Dobbyn, Robert MacMillan and Carol Bishopric)