Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               SPRINT CORPORATION
             (Exact name of registrant as specified in its charter)

                   Kansas                             48-0457967
      (State or other jurisdiction                (I.R.S. Employer
    of incorporation or organization)           Identification No.)


            Post Office Box 7997, Shawnee Mission, Kansas 66207-0997
                    (Address of Principal Executive Offices)
                            ------------------------

        NEXTEL COMMUNICATIONS, INC. AMENDED AND RESTATED ASSOCIATE STOCK
                                  PURCHASE PLAN
                            (Full title of the plan)
                            ------------------------

                              CLAUDIA S. TOUSSAINT
     Vice President, Corporate Governance and Ethics, and Corporate Secretary
                P.O. Box 7997 Shawnee Mission, Kansas 66207-0997
                     (Name and address of agent for service)

                                 (913) 794-1513
          (Telephone number, including area code, of agent for service)


                            ------------------------

<TABLE>

                                   CALCULATION OF REGISTRATION FEE

<CAPTION>

                                                      Proposed           Proposed
                                   Amount              maximum            maximum          Amount of
Title of securitites                to be           offering price        aggregate       registration
To be registered                registered(1)         per share        offering price         fee

<S>                             <C>                 <C>                <C>                <C>

FON Common Stock, Series
1, $2.00 par value
(including the associated
preferred stock purchase
rights) (2). . . . . . . .      650,000             $21.13(3)          $13,734,500(3)     $1,616.55


<FN>

(1)  This Registration Statement  also  relates  to an  indeterminate  number of
     additional shares of FON Common Stock,  Series 1 (and associated  preferred
     stock purchase  rights) that may be issued  pursuant to  anti-dilution  and
     adjustment  provisions  of the  Nextel  Communications,  Inc.  Amended  and
     Restated Associate Stock Purchase Plan.
</FN>

<FN>
(2)  Each share of FON  Common  Stock,  Series  1 also  includes  one-half  of a
     preferred  stock purchase right  ("Right").  No separate  consideration  is
     payable for the Rights.  Accordingly,  no  additional  registration  fee is
     required.
</FN>

<FN>
(3)  Based on the  maximum  purchase  price for shares  subject  to  outstanding
     options of $27.46 per share, divided by the merger exchange ratio of 1.3.
</FN>


</TABLE>

<PAGE>

                                Explanatory Note


     The purpose of this Registration Statement is to register 650,000 shares of
FON Common Stock,  Series 1 ("FON Common Stock") issuable pursuant to the Nextel
Communications,  Inc.  Amended and Restated  Associate  Stock Purchase Plan (the
"Plan"). The Plan is a pre-existing plan of Nextel Communications, Inc., and the
Plan and grants made under the Plan are being assumed by Sprint  Corporation  in
connection with the merger of Nextel  Communications,  Inc. with a subsidiary of
Sprint Corporation.







<PAGE>


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     The following  documents  filed by Sprint  Corporation  ("Sprint") with the
Securities and Exchange  Commission  (File No. 1-04721) are incorporated in this
Registration Statement by reference:

     o    Annual  Report on Form 10-K/A for the year ended  December  31,  2004,
          filed on April 29, 2005;

     o    Quarterly  Report on Form 10-Q for the quarter  ended March 31,  2005,
          filed May 9, 2005,  and Quarterly  Report on Form 10-Q for the quarter
          ended June 30, 2005, filed August 8, 2005.

     o    Current  Reports on Form 8-K filed on January 21,  2005,  February 14,
          2005,  February 17, 2005,  March 15, 2005,  April 21, 2005 (of the two
          Current  Reports  filed on April 21, 2005,  only the filing made under
          Item 1.01 is incorporated herein by reference), May 20, 2005, June 10,
          2005, June 14, 2005, June 22, 2005, June 23, 2005 (two reports),  July
          11, 2005,  July 13, 2005 (two reports),  July 18, 2005, July 19, 2005,
          July 29, 2005, August 4, 2005 and August 9, 2005 (two reports).

     o    Current Reports on Form 8-K/A filed on April 19, 2005 (two reports).

     o    Description  of FON  Common  Stock  contained  in  Amendment  No. 7 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's FON
          Common  Stock,  filed on April 12, 2004,  and any  amendment or report
          filed for the purpose of updating that description.

     o    Description  of  Rights  contained  in  Amendment  No.  6 to  Sprint's
          Registration  Statement on Form 8-A relating to Sprint's Rights, filed
          on August 8, 2005,  and any  amendment or report filed for the purpose
          of updating that description.

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
this  Registration  Statement  from the  date of the  filing  of such  documents
(excluding any Current Reports on Form 8-K to the extent disclosure is furnished
and not filed).

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.





                                        II-1


<PAGE>


Item 5.  Interests  of Named  Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
the related Rights to be issued under the Nextel  Communications,  Inc.  Amended
and Restated  Associate  Stock Purchase Plan was passed upon by Michael T. Hyde,
Assistant Secretary of Sprint. As of August 8, 2005, Mr. Hyde beneficially owned
approximately  30,750 shares of FON Common Stock, had options to purchase 70,657
shares of FON Common Stock,  and had restricted stock units  representing  3,690
shares of FON Common Stock.

Item 6.   Indemnification of Directors and Officers

     The  following  summary is  qualified  in its  entirety by reference to the
complete   text  of  the  statutes   referred  to  below  and  the  articles  of
incorporation and bylaws of Sprint.

     Under Section  17-6305 of the Kansas  General  Corporation  Code,  which we
refer to as the KGCC, a corporation may indemnify a director, officer, employee,
or agent of the  corporation  (or other entity if such person is serving in such
capacity at the corporation's  request) against expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best  interests of the  corporation  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
a corporation,  the corporation may indemnify a director,  officer, employee, or
agent of the  corporation  (or other  entity if such  person is  serving in such
capacity at the corporation's  request) against expenses  (including  attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation,  except that no indemnification shall be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable  to  the  corporation   unless  a  court  determines  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer  or  director  in  defending  any  civil  or  criminal  action,  suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined that he is not entitled to be indemnified by the corporation.

     Consistent with Section  17-6305 of the KGCC,  Article IV, Section 9 of the
bylaws of Sprint provides that the corporation  will indemnify its directors and
officers against  expenses,  judgments,  fines and amounts paid in settlement in
connection with any action, suit, or proceeding if the director or officer acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best  interests  of the  corporation.  With  respect  to a  criminal  action  or
proceeding,  the director or officer must also have had no  reasonable  cause to
believe his conduct was unlawful.

     In accordance with Section  17-6002(b)(8) of the KGCC, Sprint's articles of
incorporation provide that directors shall not be personally liable for monetary
damages


                                        II-2


<PAGE>


for breaches of their  fiduciary  duty as  directors  except for (i) breaches of
their duty of loyalty to Sprint or its stockholders,  (ii) acts or omissions not
in good faith or which involve  intentional  misconduct or knowing violations of
law,  (iii) certain  transactions  under Section  17-6424 of the KGCC  (unlawful
payment of  dividends)  or (iv)  transactions  from which a director  derives an
improper personal benefit.

     Under  Article IV,  Section 9 of the bylaws of Sprint,  Sprint may purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer, employee, or agent of the corporation,  or who is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against any
liability  arising  out of his status as such,  whether  or not the  corporation
would have the power to indemnify such persons against liability. Sprint carries
standard  directors  and  officers  liability  coverage  for its  directors  and
officers and the directors and officers of its subsidiaries.  Subject to certain
limitations  and  exclusions,   the  policies   reimburse  the  corporation  for
liabilities indemnified under the bylaws.

     Sprint has entered into  indemnification  agreements with its directors and
officers.  These agreements provide for the indemnification,  to the full extent
permitted by law, of expenses,  judgments,  fines, penalties and amounts paid in
settlement   incurred  by  the  director  or  officer  in  connection  with  any
threatened,  pending  or  completed  action,  suit or  proceeding  on account of
service as a director, officer, employee or agent of Sprint.

Item 7.   Exemption from Registration Claimed.

Inapplicable.












                                        II-3


<PAGE>



Item 8.   Exhibits


Exhibit
Number    Exhibits

4-A  The rights of  Sprint's  equity  security  holders  are  defined in Article
     Fifth, Article Sixth, Article Seventh and Article Eighth of the Articles of
     Incorporation of Sprint Corporation. The Restated Articles of Incorporation
     and amendments contained in the Certificate of Designation,  Preference and
     Rights of Preferred  Stock-Sixth  Series and  Certificate of Elimination of
     Designations of Preferred  Stock-Eighth  Series are filed as Exhibits 3(a),
     3(b) and 3(c) to Sprint Corporation's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 2004, and incorporated herein by reference.

4-B  Second Amended and Restated Rights Agreement between Sprint Corporation and
     UMB Bank,  n.a., as Rights Agent,  dated as of March 16, 2004 and effective
     as of April 23,  2004  (filed as  Exhibit  1 to  Amendment  No. 5 to Sprint
     Corporation's  Registration  Statement  on Form 8-A relating to the Rights,
     filed April 12, 2004, and incorporated herein by reference).

4-C  Amendment  dated  June 17,  2005 to  Second  Amended  and  Restated  Rights
     Agreement  (filed  as  Exhibit  4(d) to to Sprint  Corporation's  Quarterly
     Report on Form 10-Q for the quarter ended June 30, 2005,  and  incorporated
     herein by reference).

4-D  Provisions  regarding the Kansas Control Share Acquisition  Statute are set
     forth  in  Article  II,  Section  5 of  the  Bylaws.  Provisions  regarding
     Stockholders'  Meetings  are set forth in Article  III of the  Bylaws.  The
     Amended  and   Restated   Bylaws  are  filed  as  Exhibit  3(d)  to  Sprint
     Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2004, and incorporated herein by reference.

4-E  Nextel  Communications,  Inc. Amended and Restated Associate Stock Purchase
     Plan (filed as Annex A to the proxy statement on Schedule 14A in connection
     with Nextel  Communications,  Inc.'s 2004 annual  meeting of  stockholders,
     filed in  definitive  form on April 6,  2004  and  incorporated  herein  by
     reference).

5.   Opinion and consent of Michael T. Hyde, Esq.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C Consent of Michael T. Hyde,  Esq.  is  contained  in his  opinion  filed as
     Exhibit 5.

24.  Power of Attorney is contained on page II-7 of this Registration Statement.






                                        II-4


<PAGE>



Item 9.   Undertakings.


     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which offers or sales of the  securities
being registered are being made, a post-effective amendment to this Registration
Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities  Act of 1933,  unless such  information  is  contained in a
          periodic  report  filed by the  registrant  pursuant  to Section 13 or
          Section 15(d) of the Securities  Exchange Act of 1934 and incorporated
          herein by reference;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement, unless such information is contained in
          a periodic  report filed by the  registrant  pursuant to Section 13 or
          Section 15(d) of the Securities  Exchange Act of 1934 and incorporated
          herein by reference; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such





                                        II-5

<PAGE>




indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.













                                        II-6




<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Overland Park,  State of Kansas,  on the 11th day of
August, 2005.

                              SPRINT CORPORATION



                              By:  /s/ Robert J. Dellinger
                                   (R. J. Dellinger, Executive Vice President)



                                POWER OF ATTORNEY

     We, the undersigned  officers and directors of Sprint  Corporation,  hereby
severally  constitute G. D. Forsee,  Len J. Lauer,  R. J.  Dellinger,  Thomas A.
Gerke and C. S. Toussaint and each of them singly, our true and lawful attorneys
with  full  power to them,  and each of them  singly,  to sign for us and in our
names  in the  capacities  indicated  below  the  Registration  Statement  filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally  to do all such  things in our name and  behalf in our  capacities  as
officers  and  directors  to  enable  Sprint  Corporation  to  comply  with  the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the  Securities  and Exchange  Commission,  hereby  ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.

Name                    Title                              Date

                        Chief Executive Officer and    )
/s/ Gary D. Forsee      Director                       )
(G. D. Forsee)          (Principal Executive Officer)  )
                                                       )
                                                       )
                        Executive Vice President       )
/s/ Robert J. Dellinger and Chief Financial Officer    )     August 11, 2005
(R. J. Dellinger)       (Principal Financial Officer)  )
                                                       )
                                                       )
                        Senior Vice President and      )
/s/ John P. Meyer       Controller                     )
(J.P. Meyer)            (Principal Accounting Officer) )
                                                       )



                                        II-7

<PAGE>



/s/ Gordon Bethune                                     )
(Gordon M. Bethune)     Director                       )
                                                       )
/s/ E.L. Draper, Jr.                                   )
(E. Linn Draper, Jr.)   Director                       )
                                                       )
/s/ James H. Hance, Jr.                                )
(James H. Hance, Jr.)   Director                       )
                                                       )
______________________                                 )
(Deborah A. Henretta)   Director                       )
                                                       )
/s/ I. O. Hockaday, Jr.                                )     August 11, 2005
(I. O. Hockaday, Jr.)   Director                       )
                                                       )
/s/ Linda K. Lorimer                                   )
(L. K. Lorimer)         Director                       )
                                                       )
/s/ Louis W. Smith                                     )
(Louis W. Smith)        Director                       )
                                                       )
/s/ Gerald L. Storch                                   )
(Gerald L. Storch)      Director                       )
                                                       )
/s/ William H. Swanson                                 )
(William H. Swanson)    Director                       )
                                                       )









                                        II-8



<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number

4-A  The rights of  Sprint's  equity  security  holders  are  defined in Article
     Fifth, Article Sixth, Article Seventh and Article Eighth of the Articles of
     Incorporation of Sprint Corporation. The Restated Articles of Incorporation
     and amendments contained in the Certificate of Designation,  Preference and
     Rights of Preferred  Stock-Sixth  Series and  Certificate of Elimination of
     Designations of Preferred  Stock-Eighth  Series are filed as Exhibits 3(a),
     3(b) and 3(c) to Sprint Corporation's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 2004, and incorporated herein by reference.

4-B  Second Amended and Restated Rights Agreement between Sprint Corporation and
     UMB Bank,  n.a., as Rights Agent,  dated as of March 16, 2004 and effective
     as of April 23,  2004  (filed as  Exhibit  1 to  Amendment  No. 5 to Sprint
     Corporation's  Registration  Statement  on Form 8-A relating to the Rights,
     filed April 12, 2004, and incorporated herein by reference).

4-C  Amendment  dated  June 17,  2005 to  Second  Amended  and  Restated  Rights
     Agreement (filed as Exhibit 4(d) to Sprint  Corporation's  Quarterly Report
     on Form 10-Q for the quarter ended June 30, 2005, and  incorporated  herein
     by reference).

4-D  Provisions  regarding the Kansas Control Share Acquisition  Statute are set
     forth  in  Article  II,  Section  5 of  the  Bylaws.  Provisions  regarding
     Stockholders'  Meetings  are set forth in Article  III of the  Bylaws.  The
     Amended  and   Restated   Bylaws  are  filed  as  Exhibit  3(d)  to  Sprint
     Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2004, and incorporated herein by reference.

4-E  Nextel  Communications,  Inc. Amended and Restated Associate Stock Purchase
     Plan (filed as Annex A to the proxy statement on Schedule 14A in connection
     with Nextel  Communications,  Inc.'s 2004 annual  meeting of  stockholders,
     filed in  definitive  form on April 6,  2004  and  incorporated  herein  by
     reference).

5.   Opinion and consent of Michael T. Hyde, Esq.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C Consent of Michael T. Hyde,  Esq.  is  contained  in his  opinion  filed as
     Exhibit 5.

24.  Power of Attorney is contained on page II-7 of this Registration Statement.
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{"company-data": {"conformed-name": "SPRINT CORP", "cik": "0000101830", "assigned-sic": "4813", "irs-number": "480457967", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127425", "film-number": "051015437"}, "business-address": {"street1": "PO BOX 7997", "city": "SHAWNEE MISSION", "state": "KS", "zip": "66207-0997", "phone": "9136243000"}, "mail-address": {"street1": "PO BOX 7997", "city": "SHAWNEE MISSION", "state": "KS", "zip": "66207-0997"}, "former-company": [{"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}, {"former-conformed-name": "UNITED UTILITIES INC", "date-changed": "19731011"}]}
Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               SPRINT CORPORATION
             (Exact name of registrant as specified in its charter)

                   Kansas                             48-0457967
      (State or other jurisdiction                (I.R.S. Employer
    of incorporation or organization)           Identification No.)

            Post Office Box 7997, Shawnee Mission, Kansas 66207-0997
                    (Address of Principal Executive Offices)
                            ------------------------

        NEXTEL COMMUNICATIONS, INC. AMENDED AND RESTATED ASSOCIATE STOCK
                                  PURCHASE PLAN
                            (Full title of the plan)
                            ------------------------

                              CLAUDIA S. TOUSSAINT
     Vice President, Corporate Governance and Ethics, and Corporate Secretary
                P.O. Box 7997 Shawnee Mission, Kansas 66207-0997
                     (Name and address of agent for service)

                                 (913) 794-1513
          (Telephone number, including area code, of agent for service)

                            ------------------------

                                   CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                   Amount              maximum            maximum          Amount of
Title of securitites                to be           offering price        aggregate       registration
To be registered                registered(1)         per share        offering price         fee
FON Common Stock, Series
1, $2.00 par value
(including the associated
preferred stock purchase
rights) (2). . . . . . . .      650,000             $21.13(3)          $13,734,500(3)     $1,616.55
(1)  This Registration Statement  also  relates  to an  indeterminate  number of
     additional shares of FON Common Stock,  Series 1 (and associated  preferred
     stock purchase  rights) that may be issued  pursuant to  anti-dilution  and
     adjustment  provisions  of the  Nextel  Communications,  Inc.  Amended  and
     Restated Associate Stock Purchase Plan.
(2)  Each share of FON  Common  Stock,  Series  1 also  includes  one-half  of a
     preferred  stock purchase right  ("Right").  No separate  consideration  is
     payable for the Rights.  Accordingly,  no  additional  registration  fee is
     required.
(3)  Based on the  maximum  purchase  price for shares  subject  to  outstanding
     options of $27.46 per share, divided by the merger exchange ratio of 1.3.
Explanatory Note

     The purpose of this Registration Statement is to register 650,000 shares of
FON Common Stock,  Series 1 ("FON Common Stock") issuable pursuant to the Nextel
Communications,  Inc.  Amended and Restated  Associate  Stock Purchase Plan (the
"Plan"). The Plan is a pre-existing plan of Nextel Communications, Inc., and the
Plan and grants made under the Plan are being assumed by Sprint  Corporation  in
connection with the merger of Nextel  Communications,  Inc. with a subsidiary of
Sprint Corporation.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following  documents  filed by Sprint  Corporation  ("Sprint") with the
Securities and Exchange  Commission  (File No. 1-04721) are incorporated in this
Registration Statement by reference:

     o    Annual  Report on Form 10-K/A for the year ended  December  31,  2004,
          filed on April 29, 2005;

     o    Quarterly  Report on Form 10-Q for the quarter  ended March 31,  2005,
          filed May 9, 2005,  and Quarterly  Report on Form 10-Q for the quarter
          ended June 30, 2005, filed August 8, 2005.

     o    Current  Reports on Form 8-K filed on January 21,  2005,  February 14,
          2005,  February 17, 2005,  March 15, 2005,  April 21, 2005 (of the two
          Current  Reports  filed on April 21, 2005,  only the filing made under
          Item 1.01 is incorporated herein by reference), May 20, 2005, June 10,
          2005, June 14, 2005, June 22, 2005, June 23, 2005 (two reports),  July
          11, 2005,  July 13, 2005 (two reports),  July 18, 2005, July 19, 2005,
          July 29, 2005, August 4, 2005 and August 9, 2005 (two reports).

     o    Current Reports on Form 8-K/A filed on April 19, 2005 (two reports).

     o    Description  of FON  Common  Stock  contained  in  Amendment  No. 7 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's FON
          Common  Stock,  filed on April 12, 2004,  and any  amendment or report
          filed for the purpose of updating that description.

     o    Description  of  Rights  contained  in  Amendment  No.  6 to  Sprint's
          Registration  Statement on Form 8-A relating to Sprint's Rights, filed
          on August 8, 2005,  and any  amendment or report filed for the purpose
          of updating that description.

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
this  Registration  Statement  from the  date of the  filing  of such  documents
(excluding any Current Reports on Form 8-K to the extent disclosure is furnished
and not filed).

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

                                        II-1
Item 5.  Interests  of Named  Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
the related Rights to be issued under the Nextel  Communications,  Inc.  Amended
and Restated  Associate  Stock Purchase Plan was passed upon by Michael T. Hyde,
Assistant Secretary of Sprint. As of August 8, 2005, Mr. Hyde beneficially owned
approximately  30,750 shares of FON Common Stock, had options to purchase 70,657
shares of FON Common Stock,  and had restricted stock units  representing  3,690
shares of FON Common Stock.

Item 6.   Indemnification of Directors and Officers

     The  following  summary is  qualified  in its  entirety by reference to the
complete   text  of  the  statutes   referred  to  below  and  the  articles  of
incorporation and bylaws of Sprint.

     Under Section  17-6305 of the Kansas  General  Corporation  Code,  which we
refer to as the KGCC, a corporation may indemnify a director, officer, employee,
or agent of the  corporation  (or other entity if such person is serving in such
capacity at the corporation's  request) against expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best  interests of the  corporation  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
a corporation,  the corporation may indemnify a director,  officer, employee, or
agent of the  corporation  (or other  entity if such  person is  serving in such
capacity at the corporation's  request) against expenses  (including  attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation,  except that no indemnification shall be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable  to  the  corporation   unless  a  court  determines  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer  or  director  in  defending  any  civil  or  criminal  action,  suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined that he is not entitled to be indemnified by the corporation.

     Consistent with Section  17-6305 of the KGCC,  Article IV, Section 9 of the
bylaws of Sprint provides that the corporation  will indemnify its directors and
officers against  expenses,  judgments,  fines and amounts paid in settlement in
connection with any action, suit, or proceeding if the director or officer acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best  interests  of the  corporation.  With  respect  to a  criminal  action  or
proceeding,  the director or officer must also have had no  reasonable  cause to
believe his conduct was unlawful.

     In accordance with Section  17-6002(b)(8) of the KGCC, Sprint's articles of
incorporation provide that directors shall not be personally liable for monetary
damages

                                        II-2
for breaches of their  fiduciary  duty as  directors  except for (i) breaches of
their duty of loyalty to Sprint or its stockholders,  (ii) acts or omissions not
in good faith or which involve  intentional  misconduct or knowing violations of
law,  (iii) certain  transactions  under Section  17-6424 of the KGCC  (unlawful
payment of  dividends)  or (iv)  transactions  from which a director  derives an
improper personal benefit.

     Under  Article IV,  Section 9 of the bylaws of Sprint,  Sprint may purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer, employee, or agent of the corporation,  or who is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against any
liability  arising  out of his status as such,  whether  or not the  corporation
would have the power to indemnify such persons against liability. Sprint carries
standard  directors  and  officers  liability  coverage  for its  directors  and
officers and the directors and officers of its subsidiaries.  Subject to certain
limitations  and  exclusions,   the  policies   reimburse  the  corporation  for
liabilities indemnified under the bylaws.

     Sprint has entered into  indemnification  agreements with its directors and
officers.  These agreements provide for the indemnification,  to the full extent
permitted by law, of expenses,  judgments,  fines, penalties and amounts paid in
settlement   incurred  by  the  director  or  officer  in  connection  with  any
threatened,  pending  or  completed  action,  suit or  proceeding  on account of
service as a director, officer, employee or agent of Sprint.

Item 7.   Exemption from Registration Claimed.

Inapplicable.

                                        II-3
Item 8.   Exhibits

Exhibit
Number    Exhibits

4-A  The rights of  Sprint's  equity  security  holders  are  defined in Article
     Fifth, Article Sixth, Article Seventh and Article Eighth of the Articles of
     Incorporation of Sprint Corporation. The Restated Articles of Incorporation
     and amendments contained in the Certificate of Designation,  Preference and
     Rights of Preferred  Stock-Sixth  Series and  Certificate of Elimination of
     Designations of Preferred  Stock-Eighth  Series are filed as Exhibits 3(a),
     3(b) and 3(c) to Sprint Corporation's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 2004, and incorporated herein by reference.

4-B  Second Amended and Restated Rights Agreement between Sprint Corporation and
     UMB Bank,  n.a., as Rights Agent,  dated as of March 16, 2004 and effective
     as of April 23,  2004  (filed as  Exhibit  1 to  Amendment  No. 5 to Sprint
     Corporation's  Registration  Statement  on Form 8-A relating to the Rights,
     filed April 12, 2004, and incorporated herein by reference).

4-C  Amendment  dated  June 17,  2005 to  Second  Amended  and  Restated  Rights
     Agreement  (filed  as  Exhibit  4(d) to to Sprint  Corporation's  Quarterly
     Report on Form 10-Q for the quarter ended June 30, 2005,  and  incorporated
     herein by reference).

4-D  Provisions  regarding the Kansas Control Share Acquisition  Statute are set
     forth  in  Article  II,  Section  5 of  the  Bylaws.  Provisions  regarding
     Stockholders'  Meetings  are set forth in Article  III of the  Bylaws.  The
     Amended  and   Restated   Bylaws  are  filed  as  Exhibit  3(d)  to  Sprint
     Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2004, and incorporated herein by reference.

4-E  Nextel  Communications,  Inc. Amended and Restated Associate Stock Purchase
     Plan (filed as Annex A to the proxy statement on Schedule 14A in connection
     with Nextel  Communications,  Inc.'s 2004 annual  meeting of  stockholders,
     filed in  definitive  form on April 6,  2004  and  incorporated  herein  by
     reference).

5.   Opinion and consent of Michael T. Hyde, Esq.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C Consent of Michael T. Hyde,  Esq.  is  contained  in his  opinion  filed as
     Exhibit 5.

24.  Power of Attorney is contained on page II-7 of this Registration Statement.

                                        II-4
Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which offers or sales of the  securities
being registered are being made, a post-effective amendment to this Registration
Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities  Act of 1933,  unless such  information  is  contained in a
          periodic  report  filed by the  registrant  pursuant  to Section 13 or
          Section 15(d) of the Securities  Exchange Act of 1934 and incorporated
          herein by reference;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement, unless such information is contained in
          a periodic  report filed by the  registrant  pursuant to Section 13 or
          Section 15(d) of the Securities  Exchange Act of 1934 and incorporated
          herein by reference; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such

                                        II-5
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        II-6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Overland Park,  State of Kansas,  on the 11th day of
August, 2005.

                              SPRINT CORPORATION

                              By:  /s/ Robert J. Dellinger
                                   (R. J. Dellinger, Executive Vice President)

                                POWER OF ATTORNEY

     We, the undersigned  officers and directors of Sprint  Corporation,  hereby
severally  constitute G. D. Forsee,  Len J. Lauer,  R. J.  Dellinger,  Thomas A.
Gerke and C. S. Toussaint and each of them singly, our true and lawful attorneys
with  full  power to them,  and each of them  singly,  to sign for us and in our
names  in the  capacities  indicated  below  the  Registration  Statement  filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally  to do all such  things in our name and  behalf in our  capacities  as
officers  and  directors  to  enable  Sprint  Corporation  to  comply  with  the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the  Securities  and Exchange  Commission,  hereby  ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.

Name                    Title                              Date

                        Chief Executive Officer and    )
/s/ Gary D. Forsee      Director                       )
(G. D. Forsee)          (Principal Executive Officer)  )
                                                       )
                                                       )
                        Executive Vice President       )
/s/ Robert J. Dellinger and Chief Financial Officer    )     August 11, 2005
(R. J. Dellinger)       (Principal Financial Officer)  )
                                                       )
                                                       )
                        Senior Vice President and      )
/s/ John P. Meyer       Controller                     )
(J.P. Meyer)            (Principal Accounting Officer) )
                                                       )

                                        II-7
/s/ Gordon Bethune                                     )
(Gordon M. Bethune)     Director                       )
                                                       )
/s/ E.L. Draper, Jr.                                   )
(E. Linn Draper, Jr.)   Director                       )
                                                       )
/s/ James H. Hance, Jr.                                )
(James H. Hance, Jr.)   Director                       )
                                                       )
______________________                                 )
(Deborah A. Henretta)   Director                       )
                                                       )
/s/ I. O. Hockaday, Jr.                                )     August 11, 2005
(I. O. Hockaday, Jr.)   Director                       )
                                                       )
/s/ Linda K. Lorimer                                   )
(L. K. Lorimer)         Director                       )
                                                       )
/s/ Louis W. Smith                                     )
(Louis W. Smith)        Director                       )
                                                       )
/s/ Gerald L. Storch                                   )
(Gerald L. Storch)      Director                       )
                                                       )
/s/ William H. Swanson                                 )
(William H. Swanson)    Director                       )
                                                       )

                                        II-8
EXHIBIT INDEX

Exhibit
Number

4-A  The rights of  Sprint's  equity  security  holders  are  defined in Article
     Fifth, Article Sixth, Article Seventh and Article Eighth of the Articles of
     Incorporation of Sprint Corporation. The Restated Articles of Incorporation
     and amendments contained in the Certificate of Designation,  Preference and
     Rights of Preferred  Stock-Sixth  Series and  Certificate of Elimination of
     Designations of Preferred  Stock-Eighth  Series are filed as Exhibits 3(a),
     3(b) and 3(c) to Sprint Corporation's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 2004, and incorporated herein by reference.

4-B  Second Amended and Restated Rights Agreement between Sprint Corporation and
     UMB Bank,  n.a., as Rights Agent,  dated as of March 16, 2004 and effective
     as of April 23,  2004  (filed as  Exhibit  1 to  Amendment  No. 5 to Sprint
     Corporation's  Registration  Statement  on Form 8-A relating to the Rights,
     filed April 12, 2004, and incorporated herein by reference).

4-C  Amendment  dated  June 17,  2005 to  Second  Amended  and  Restated  Rights
     Agreement (filed as Exhibit 4(d) to Sprint  Corporation's  Quarterly Report
     on Form 10-Q for the quarter ended June 30, 2005, and  incorporated  herein
     by reference).

4-D  Provisions  regarding the Kansas Control Share Acquisition  Statute are set
     forth  in  Article  II,  Section  5 of  the  Bylaws.  Provisions  regarding
     Stockholders'  Meetings  are set forth in Article  III of the  Bylaws.  The
     Amended  and   Restated   Bylaws  are  filed  as  Exhibit  3(d)  to  Sprint
     Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2004, and incorporated herein by reference.

4-E  Nextel  Communications,  Inc. Amended and Restated Associate Stock Purchase
     Plan (filed as Annex A to the proxy statement on Schedule 14A in connection
     with Nextel  Communications,  Inc.'s 2004 annual  meeting of  stockholders,
     filed in  definitive  form on April 6,  2004  and  incorporated  herein  by
     reference).

5.   Opinion and consent of Michael T. Hyde, Esq.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C Consent of Michael T. Hyde,  Esq.  is  contained  in his  opinion  filed as
     Exhibit 5.

24.  Power of Attorney is contained on page II-7 of this Registration Statement.