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              Identification No.)
              organization)

               Post Office Box 11315, Kansas City, Missouri 64112
                    (Address of principal executive offices)
                            ------------------------
                                     SPRINT
                             RETIREMENT SAVINGS PLAN
                                       and
                         SPRINT RETIREMENT SAVINGS PLAN
                          FOR BARGAINING UNIT EMPLOYEES
                            (Full title of the Plans)
                            ------------------------

                              CLAUDIA S. TOUSSAINT
          Vice President, Corporate Governance and Corporate Secretary
                                 P.O. Box 11315
                           Kansas City, Missouri 64112
                     (Name and address of agent for service)

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                    Proposed    Proposed
                                     Maximum     Maximum
    Title of             Amount     Offering    Aggregate         Amount of
   securities            to be        price     offering         Registration
To be registered       registered   Per unit      price              Fee

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

Shares of FON Common
Stock
($2.00 par value) . .  15,000,000   $13.755(1)  $206,325,000(1)   $16,691.70(2)

Shares of PCS Common
Stock
($1.00 par value) . .  17,000,000   $5.175(3)   $87,975,000(3)    $7,117.18

<FN>
(1)  Estimated  solely for  purposes  of  determining  the  registration  fee in
     accordance with Rule  457(h)(1).  The average of the high and low prices of
     the FON  Common  Stock on June 9, 2003,  as  reported  in the  consolidated
     reporting system, was $13.755
</FN>

<FN>
(2)  Of this amount, $5,420.55 has previously been paid.
</FN>

<FN>
(3)  Estimated  solely for  purposes  of  determining  the  registration  fee in
     accordance with Rule  457(h)(1).  The average of the high and low prices of
     the PCS  Common  Stock on June 6, 2003,  as  reported  in the  consolidated
     reporting system, was $5.175.
</FN>

</TABLE>

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

The  provisions of Rule 416 under the Securities Act of 1933 shall apply to this
Registration  Statement and the number of shares registered on this Registration
Statement  automatically shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.
Pursuant to Rule 429 under the Securities  Act of 1933, the Prospectus  relating
to this Registration Statement meets the requirements for use in connection with
the  shares  of  common  stock  registered  under  the  following   Registration
Statements on Form S-8: No. 33-38761 and No. 333-86458  pertaining to the Sprint
Retirement  Savings Plan and the Sprint  Retirement  Savings Plan for Bargaining
Unit Employees (formerly called the United System Savings Plan).

<PAGE>

  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     The following  documents filed by Sprint  Corporation  ("Sprint") (File No.
1-04721),  by the Sprint  Retirement  Savings  Plan or by the Sprint  Retirement
Savings Plan for  Bargaining  Unit  Employees  with the  Securities and Exchange
Commission are incorporated in this Registration Statement by reference:

     o    Sprint's  Annual  Report on Form 10-K for the year ended  December 31,
          2002.

     o    Sprint Retirement Savings Plan Annual Report on Form 11-K for the year
          ended December 31, 2001.

     o    Sprint  Retirement  Savings Plan for Barganing Unit  Employees  Annual
          Report on Form 11-K for the year ended December 31, 2001.

     o    Sprint's Quarterly Report on Form 10-Q for the quarter ended March 31,
          2003.

     o    Sprint's  Current  Report on Form 8-K dated January 3, 2003, and filed
          January 8, 2003.

     o    Sprint's  Current Report on Form 8-K dated February 5, 2003, and filed
          February 6, 2003.

     o    Sprint's  Current  Report on Form 8-K dated March 18, 2003,  and filed
          March 19, 2003.

     o    Sprint's  Current  Report on Form 8-K dated March 19, 2003,  and filed
          March 19, 2003.

     o    Sprint's  Current  Report on Form 8-K dated June 10,  2003,  and filed
          June 11, 2003.

     o    Description  of FON  Common  Stock  contained  in  Amendment  No. 5 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's FON
          Common Stock, filed May 22, 2003.

     o    Description  of FON  Group  Rights  contained  in  Amendment  No. 4 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's FON
          Group Rights, filed April 2, 2003.

                                        II-1

<PAGE>


     o    Description  of PCS  Common  Stock  contained  in  Amendment  No. 5 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's PCS
          Common Stock, filed May 23, 2003.

     o    Description  of PCS  Group  Rights  contained  in  Amendment  No. 3 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's PCS
          Group Rights, filed April 2, 2003.

     All documents  subsequently  filed by Sprint, the Sprint Retirement Savings
Plan or the  Sprint  Retirement  Savings  Plan  for  Bargaining  Unit  Employees
pursuant to Section 13(a),  13(c), 14 or 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.  Sprint  expressly  excludes  from such
incorporation information furnished pursuant to Item 9 or Item 12 of any Current
Report  on  Form  8-K,  and  the  Audit  Committee  Report,  the  Report  of the
Compensation  Committee,  and  the  Performance  Graph  contained  in any  proxy
statement filed by Sprint pursuant to Section 14 of the Securities  Exchange Act
of 1934  subsequent  to the date of filing of this  Registration  Statement  and
before  the  termination  of the  offering  of the  securities  covered  by this
Registration Statement.

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
PCS Common Stock to be issued to the Trustee for the Sprint  Retirement  Savings
Plan and the Trustee for the Sprint Retirement  Savings Plan for Bargaining Unit
Employees was passed upon by Michael T. Hyde, Assistant Secretary of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 9 of the  Bylaws of Sprint  provides  that  Sprint  will  indemnify
directors and officers of the corporation 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 Sprint.  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.

     Under  Section 9, Sprint may purchase  and maintain  insurance on behalf of
any person who is or was a director,  officer,  employee or agent of Sprint,  or
who is or was serving at the request of Sprint 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  Sprint  would  have the  power  to

                                        II-2

<PAGE>

indemnify such persons against such liability. Sprint carries standard directors
and officers  liability  coverage for its  directors  and  officers.  Subject to
certain   limitations  and  exclusions,   the  policies   reimburse  Sprint  for
liabilities  indemnified under Section 9 and indemnify directors and officers of
Sprint against additional liabilities not indemnified under Section 9.

     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 or agent of Sprint.

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 Articles, as amended, are filed as
     Exhibit  3.1  to  Amendment  No.  5 to  Sprint  Corporation's  Registration
     Statement on Form 8-A relating to Sprint's Series 1 FON Common Stock, filed
     May 22, 2003, and incorporated herein by reference.

4-B. Amended  and  Restated  Rights  Agreement  dated as of November  23,  1998,
     between  Sprint  Corporation  and UMB Bank,  n.a.  (filed as Exhibit 4.1 to
     Amendment No. 1 to Sprint Corporation's  Registration Statement on Form 8-A
     relating to  Sprint's  PCS Group  Rights,  filed  November  25,  1998,  and
     incorporated herein by reference).

4-C. Amendment  dated March 28, 2003, to Amended and Restated  Rights  Agreement
     between Sprint Corporation and UMB, n.a., as Rights Agent (filed as Exhibit
     4.2 to Amendment No. 3 to Sprint  Corporation's  Registration  Statement on
     Form 8-A  relating to Sprint's  PCS Group  Rights,  filed April 2, 2003 and
     incorporated herein by reference).

4-D. Provisions regarding Stockholders' Meetings are set forth in Article III of
     the Bylaws.  Provisions regarding the Capital Stock Committee are set forth
     in Article IV,  Section 12 of the  Bylaws.  The Bylaws are filed as Exhibit
     3.2 to Amendment No. 4 to Sprint  Corporation's  Registration  Statement on
     Form 8-A relating to Sprint's  Series 1 PCS Common  Stock,  filed April 17,
     2002, and incorporated herein by reference.

4-E. Tracking  Stock  Policies of Sprint  Corporation  (filed as Exhibit 4(c) to
     Sprint  Corporation's  Annual  Report  on Form  10-K/A  for the year  ended
     December 31, 2001, and incorporated herein by reference).

                                        II-3

<PAGE>

4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
     and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed
     as Exhibit 4E to  Post-Effective  Amendment  No. 2 to Sprint  Corporation's
     Registration  Statement on Form S-3 (No. 33-58488) and incorporated  herein
     by reference),  as amended by the Master  Transfer  Agreement dated January
     21,  2000  between  and among  France  Telecom,  Deutsche  Telekom  AG, NAB
     Nordamerika  Beteiligungs  Holding GmbH,  Atlas  Telecommunications,  S.A.,
     Sprint  Corporation,  Sprint Global  Venture,  Inc. and the JV Entities set
     forth in  Schedule II thereto  (filed as Exhibit 2 to Sprint  Corporation's
     Current Report on Form 8-K dated January 26, 2000 and  incorporated  herein
     by reference).

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

23-A Consent of Ernst & Young LLP.

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

24.  Power of Attorney is contained on page II-6 of this Registration Statement.

     Sprint has submitted in a timely manner the Sprint Retirement  Savings Plan
and the Sprint  Retirement  Savings Plan for  Bargaining  Unit Employees and any
amendment  thereto to the Internal  Revenue  Service ("IRS") for a determination
letter that each of those Plans is qualified  under  Section 401 of the Internal
Revenue  Code and will make all changes  required by the IRS in order to qualify
the Plans.

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

                                        II-4

<PAGE>

               (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  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-5

<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 12th day of
June, 2003.

                              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,  R. J.  Dellinger,  T. 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

                        Chairman of the Board and   )
/s/ Gary D. Forsee      Chief Executive Officer     )
(G. D. Forsee)          (Principal Executive        )
                        Officer)                    )
                                                    )
                                                    )
                        Executive Vice President    )
/s/ Robert J. Dellinger and Chief Financial Officer )  June 12, 2003
(R. J. Dellinger)       (Principal Financial        )
                        Officer)                    )
                                                    )
                                                    )
/s/ J. P. Meyer         Senior Vice President and   )
(J. P. Meyer)           Controller                  )
                        (Principal Accounting       )
                        Officer)                    )


                                                II-6
<PAGE>


                                                    )
/s/ DuBose Ausley                                   )
(DuBose Ausley)         Director                    )
                                                    )
/s/ I. O. Hockaday, Jr.                             )
(I. O. Hockaday, Jr.)   Director                    )
                                                    )
/s/ L. K. Lorimer                                   )
(L. K. Lorimer)         Director                    )
                                                    )
                                                    )
(C. E. Rice)            Director                    )  June 12, 2003
                                                    )
                                                    )
(Michael M. Sears)      Director                    )
                                                    )
/s/ Louis W. Smith                                  )
(Louis W. Smith)        Director                    )
                                                    )
/s/ Stewart Turley                                  )
(Stewart Turley)        Director                    )





                                        II-7


<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities  Act of 1933, the Savings
Plan Committee 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 12th day of June, 2003.

                              SPRINT RETIREMENT SAVINGS PLAN



                               By: /s/ Robert J. Dellinger
                                   Robert J. Dellinger
                                   Savings Plan Committee Member













                                        II-8

<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Savings
Plan Committee 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 12th day of June, 2003.

                              SPRINT RETIREMENT SAVINGS PLAN
                              FOR BARGAINING UNIT EMPLOYEES



                              By:  /s/ Robert J. Dellinger
                                   Robert J. Dellinger
                                   Savings Plan Committee Member








                                        II-9

<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 Articles, as amended, are filed as
     Exhibit  3.1  to  Amendment  No.  5 to  Sprint  Corporation's  Registration
     Statement on Form 8-A relating to Sprint's Series 1 FON Common Stock, filed
     May 22, 2003, and incorporated herein by reference.

4-B. Amended  and  Restated  Rights  Agreement  dated as of November  23,  1998,
     between  Sprint  Corporation  and UMB Bank,  n.a.  (filed as Exhibit 4.1 to
     Amendment No. 1 to Sprint Corporation's  Registration Statement on Form 8-A
     relating to  Sprint's  PCS Group  Rights,  filed  November  25,  1998,  and
     incorporated herein by reference).

4-C. Amendment  dated March 28, 2003, to Amended and Restated  Rights  Agreement
     between Sprint Corporation and UMB, n.a., as Rights Agent (filed as Exhibit
     4.2 to Amendment No. 3 to Sprint  Corporation's  Registration  Statement on
     Form 8-A  relating to Sprint's  PCS Group  Rights,  filed April 2, 2003 and
     incorporated herein by reference).

4-D. Provisions regarding Stockholders' Meetings are set forth in Article III of
     the Bylaws.  Provisions regarding the Capital Stock Committee are set forth
     in Article IV,  Section 12 of the  Bylaws.  The Bylaws are filed as Exhibit
     3.2 to Amendment No. 4 to Sprint  Corporation's  Registration  Statement on
     Form 8-A relating to Sprint's  Series 1 PCS Common  Stock,  filed April 17,
     2002, and incorporated herein by reference.

4-E. Tracking  Stock  Policies of Sprint  Corporation  (filed as Exhibit 4(c) to
     Sprint  Corporation's  Annual  Report  on Form  10-K/A  for the year  ended
     December 31, 2001, and incorporated herein by reference).

4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
     and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed
     as Exhibit 4E to  Post-Effective  Amendment  No. 2 to Sprint  Corporation's
     Registration  Statement on Form S-3 (No. 33-58488) and incorporated  herein
     by reference),  as amended by the Master  Transfer  Agreement dated January
     21,  2000  between  and among  France  Telecom,  Deutsche  Telekom  AG, NAB
     Nordamerika  Beteiligungs  Holding GmbH,  Atlas  Telecommunications,  S.A.,
     Sprint  Corporation,  Sprint Global  Venture,  Inc. and the JV Entities set
     forth in  Schedule II thereto  (filed as Exhibit 2 to Sprint  Corporation's
     Current Report on Form 8-K dated January 26, 2000 and  incorporated  herein
     by reference).

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

<PAGE>

23-A Consent of Ernst & Young LLP.

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

24.  Power of Attorney is contained on page II-6 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": "333-106086", "film-number": "03742891"}, "business-address": {"street1": "PO BOX 11315", "city": "KANSAS CITY", "state": "MO", "zip": "64112", "phone": "9136243000"}, "mail-address": {"street1": "PO BOX 11315", "city": "KANSAS CITY", "state": "MO", "zip": "64112"}, "former-company": [{"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}, {"former-conformed-name": "UNITED UTILITIES INC", "date-changed": "19731011"}]}
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              Identification No.)
              organization)

               Post Office Box 11315, Kansas City, Missouri 64112
                    (Address of principal executive offices)
                            ------------------------
                                     SPRINT
                             RETIREMENT SAVINGS PLAN
                                       and
                         SPRINT RETIREMENT SAVINGS PLAN
                          FOR BARGAINING UNIT EMPLOYEES
                            (Full title of the Plans)
                            ------------------------

                              CLAUDIA S. TOUSSAINT
          Vice President, Corporate Governance and Corporate Secretary
                                 P.O. Box 11315
                           Kansas City, Missouri 64112
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (913) 794-1513
                            ------------------------
CALCULATION OF REGISTRATION FEE

                                    Proposed    Proposed
                                     Maximum     Maximum
    Title of             Amount     Offering    Aggregate         Amount of
   securities            to be        price     offering         Registration
To be registered       registered   Per unit      price              Fee
Shares of FON Common
Stock
($2.00 par value) . .  15,000,000   $13.755(1)  $206,325,000(1)   $16,691.70(2)

Shares of PCS Common
Stock
($1.00 par value) . .  17,000,000   $5.175(3)   $87,975,000(3)    $7,117.18
(1)  Estimated  solely for  purposes  of  determining  the  registration  fee in
     accordance with Rule  457(h)(1).  The average of the high and low prices of
     the FON  Common  Stock on June 9, 2003,  as  reported  in the  consolidated
     reporting system, was $13.755
(2)  Of this amount, $5,420.55 has previously been paid.
(3)  Estimated  solely for  purposes  of  determining  the  registration  fee in
     accordance with Rule  457(h)(1).  The average of the high and low prices of
     the PCS  Common  Stock on June 6, 2003,  as  reported  in the  consolidated
     reporting system, was $5.175.
In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

The  provisions of Rule 416 under the Securities Act of 1933 shall apply to this
Registration  Statement and the number of shares registered on this Registration
Statement  automatically shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.
Pursuant to Rule 429 under the Securities  Act of 1933, the Prospectus  relating
to this Registration Statement meets the requirements for use in connection with
the  shares  of  common  stock  registered  under  the  following   Registration
Statements on Form S-8: No. 33-38761 and No. 333-86458  pertaining to the Sprint
Retirement  Savings Plan and the Sprint  Retirement  Savings Plan for Bargaining
Unit Employees (formerly called the United System Savings Plan).
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following  documents filed by Sprint  Corporation  ("Sprint") (File No.
1-04721),  by the Sprint  Retirement  Savings  Plan or by the Sprint  Retirement
Savings Plan for  Bargaining  Unit  Employees  with the  Securities and Exchange
Commission are incorporated in this Registration Statement by reference:

     o    Sprint's  Annual  Report on Form 10-K for the year ended  December 31,
          2002.

     o    Sprint Retirement Savings Plan Annual Report on Form 11-K for the year
          ended December 31, 2001.

     o    Sprint  Retirement  Savings Plan for Barganing Unit  Employees  Annual
          Report on Form 11-K for the year ended December 31, 2001.

     o    Sprint's Quarterly Report on Form 10-Q for the quarter ended March 31,
          2003.

     o    Sprint's  Current  Report on Form 8-K dated January 3, 2003, and filed
          January 8, 2003.

     o    Sprint's  Current Report on Form 8-K dated February 5, 2003, and filed
          February 6, 2003.

     o    Sprint's  Current  Report on Form 8-K dated March 18, 2003,  and filed
          March 19, 2003.

     o    Sprint's  Current  Report on Form 8-K dated March 19, 2003,  and filed
          March 19, 2003.

     o    Sprint's  Current  Report on Form 8-K dated June 10,  2003,  and filed
          June 11, 2003.

     o    Description  of FON  Common  Stock  contained  in  Amendment  No. 5 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's FON
          Common Stock, filed May 22, 2003.

     o    Description  of FON  Group  Rights  contained  in  Amendment  No. 4 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's FON
          Group Rights, filed April 2, 2003.

                                        II-1
o    Description  of PCS  Common  Stock  contained  in  Amendment  No. 5 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's PCS
          Common Stock, filed May 23, 2003.

     o    Description  of PCS  Group  Rights  contained  in  Amendment  No. 3 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's PCS
          Group Rights, filed April 2, 2003.

     All documents  subsequently  filed by Sprint, the Sprint Retirement Savings
Plan or the  Sprint  Retirement  Savings  Plan  for  Bargaining  Unit  Employees
pursuant to Section 13(a),  13(c), 14 or 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.  Sprint  expressly  excludes  from such
incorporation information furnished pursuant to Item 9 or Item 12 of any Current
Report  on  Form  8-K,  and  the  Audit  Committee  Report,  the  Report  of the
Compensation  Committee,  and  the  Performance  Graph  contained  in any  proxy
statement filed by Sprint pursuant to Section 14 of the Securities  Exchange Act
of 1934  subsequent  to the date of filing of this  Registration  Statement  and
before  the  termination  of the  offering  of the  securities  covered  by this
Registration Statement.

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
PCS Common Stock to be issued to the Trustee for the Sprint  Retirement  Savings
Plan and the Trustee for the Sprint Retirement  Savings Plan for Bargaining Unit
Employees was passed upon by Michael T. Hyde, Assistant Secretary of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 9 of the  Bylaws of Sprint  provides  that  Sprint  will  indemnify
directors and officers of the corporation 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 Sprint.  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.

     Under  Section 9, Sprint may purchase  and maintain  insurance on behalf of
any person who is or was a director,  officer,  employee or agent of Sprint,  or
who is or was serving at the request of Sprint 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  Sprint  would  have the  power  to

                                        II-2
indemnify such persons against such liability. Sprint carries standard directors
and officers  liability  coverage for its  directors  and  officers.  Subject to
certain   limitations  and  exclusions,   the  policies   reimburse  Sprint  for
liabilities  indemnified under Section 9 and indemnify directors and officers of
Sprint against additional liabilities not indemnified under Section 9.

     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 or agent of Sprint.

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 Articles, as amended, are filed as
     Exhibit  3.1  to  Amendment  No.  5 to  Sprint  Corporation's  Registration
     Statement on Form 8-A relating to Sprint's Series 1 FON Common Stock, filed
     May 22, 2003, and incorporated herein by reference.

4-B. Amended  and  Restated  Rights  Agreement  dated as of November  23,  1998,
     between  Sprint  Corporation  and UMB Bank,  n.a.  (filed as Exhibit 4.1 to
     Amendment No. 1 to Sprint Corporation's  Registration Statement on Form 8-A
     relating to  Sprint's  PCS Group  Rights,  filed  November  25,  1998,  and
     incorporated herein by reference).

4-C. Amendment  dated March 28, 2003, to Amended and Restated  Rights  Agreement
     between Sprint Corporation and UMB, n.a., as Rights Agent (filed as Exhibit
     4.2 to Amendment No. 3 to Sprint  Corporation's  Registration  Statement on
     Form 8-A  relating to Sprint's  PCS Group  Rights,  filed April 2, 2003 and
     incorporated herein by reference).

4-D. Provisions regarding Stockholders' Meetings are set forth in Article III of
     the Bylaws.  Provisions regarding the Capital Stock Committee are set forth
     in Article IV,  Section 12 of the  Bylaws.  The Bylaws are filed as Exhibit
     3.2 to Amendment No. 4 to Sprint  Corporation's  Registration  Statement on
     Form 8-A relating to Sprint's  Series 1 PCS Common  Stock,  filed April 17,
     2002, and incorporated herein by reference.

4-E. Tracking  Stock  Policies of Sprint  Corporation  (filed as Exhibit 4(c) to
     Sprint  Corporation's  Annual  Report  on Form  10-K/A  for the year  ended
     December 31, 2001, and incorporated herein by reference).

                                        II-3
4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
     and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed
     as Exhibit 4E to  Post-Effective  Amendment  No. 2 to Sprint  Corporation's
     Registration  Statement on Form S-3 (No. 33-58488) and incorporated  herein
     by reference),  as amended by the Master  Transfer  Agreement dated January
     21,  2000  between  and among  France  Telecom,  Deutsche  Telekom  AG, NAB
     Nordamerika  Beteiligungs  Holding GmbH,  Atlas  Telecommunications,  S.A.,
     Sprint  Corporation,  Sprint Global  Venture,  Inc. and the JV Entities set
     forth in  Schedule II thereto  (filed as Exhibit 2 to Sprint  Corporation's
     Current Report on Form 8-K dated January 26, 2000 and  incorporated  herein
     by reference).

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

23-A Consent of Ernst & Young LLP.

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

24.  Power of Attorney is contained on page II-6 of this Registration Statement.

     Sprint has submitted in a timely manner the Sprint Retirement  Savings Plan
and the Sprint  Retirement  Savings Plan for  Bargaining  Unit Employees and any
amendment  thereto to the Internal  Revenue  Service ("IRS") for a determination
letter that each of those Plans is qualified  under  Section 401 of the Internal
Revenue  Code and will make all changes  required by the IRS in order to qualify
the Plans.

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

                                        II-4
(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  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-5
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 12th day of
June, 2003.

                              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,  R. J.  Dellinger,  T. 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

                        Chairman of the Board and   )
/s/ Gary D. Forsee      Chief Executive Officer     )
(G. D. Forsee)          (Principal Executive        )
                        Officer)                    )
                                                    )
                                                    )
                        Executive Vice President    )
/s/ Robert J. Dellinger and Chief Financial Officer )  June 12, 2003
(R. J. Dellinger)       (Principal Financial        )
                        Officer)                    )
                                                    )
                                                    )
/s/ J. P. Meyer         Senior Vice President and   )
(J. P. Meyer)           Controller                  )
                        (Principal Accounting       )
                        Officer)                    )

                                                II-6
)
/s/ DuBose Ausley                                   )
(DuBose Ausley)         Director                    )
                                                    )
/s/ I. O. Hockaday, Jr.                             )
(I. O. Hockaday, Jr.)   Director                    )
                                                    )
/s/ L. K. Lorimer                                   )
(L. K. Lorimer)         Director                    )
                                                    )
                                                    )
(C. E. Rice)            Director                    )  June 12, 2003
                                                    )
                                                    )
(Michael M. Sears)      Director                    )
                                                    )
/s/ Louis W. Smith                                  )
(Louis W. Smith)        Director                    )
                                                    )
/s/ Stewart Turley                                  )
(Stewart Turley)        Director                    )

                                        II-7
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Savings
Plan Committee 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 12th day of June, 2003.

                              SPRINT RETIREMENT SAVINGS PLAN

                               By: /s/ Robert J. Dellinger
                                   Robert J. Dellinger
                                   Savings Plan Committee Member

                                        II-8
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Savings
Plan Committee 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 12th day of June, 2003.

                              SPRINT RETIREMENT SAVINGS PLAN
                              FOR BARGAINING UNIT EMPLOYEES

                              By:  /s/ Robert J. Dellinger
                                   Robert J. Dellinger
                                   Savings Plan Committee Member

                                        II-9
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 Articles, as amended, are filed as
     Exhibit  3.1  to  Amendment  No.  5 to  Sprint  Corporation's  Registration
     Statement on Form 8-A relating to Sprint's Series 1 FON Common Stock, filed
     May 22, 2003, and incorporated herein by reference.

4-B. Amended  and  Restated  Rights  Agreement  dated as of November  23,  1998,
     between  Sprint  Corporation  and UMB Bank,  n.a.  (filed as Exhibit 4.1 to
     Amendment No. 1 to Sprint Corporation's  Registration Statement on Form 8-A
     relating to  Sprint's  PCS Group  Rights,  filed  November  25,  1998,  and
     incorporated herein by reference).

4-C. Amendment  dated March 28, 2003, to Amended and Restated  Rights  Agreement
     between Sprint Corporation and UMB, n.a., as Rights Agent (filed as Exhibit
     4.2 to Amendment No. 3 to Sprint  Corporation's  Registration  Statement on
     Form 8-A  relating to Sprint's  PCS Group  Rights,  filed April 2, 2003 and
     incorporated herein by reference).

4-D. Provisions regarding Stockholders' Meetings are set forth in Article III of
     the Bylaws.  Provisions regarding the Capital Stock Committee are set forth
     in Article IV,  Section 12 of the  Bylaws.  The Bylaws are filed as Exhibit
     3.2 to Amendment No. 4 to Sprint  Corporation's  Registration  Statement on
     Form 8-A relating to Sprint's  Series 1 PCS Common  Stock,  filed April 17,
     2002, and incorporated herein by reference.

4-E. Tracking  Stock  Policies of Sprint  Corporation  (filed as Exhibit 4(c) to
     Sprint  Corporation's  Annual  Report  on Form  10-K/A  for the year  ended
     December 31, 2001, and incorporated herein by reference).

4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
     and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed
     as Exhibit 4E to  Post-Effective  Amendment  No. 2 to Sprint  Corporation's
     Registration  Statement on Form S-3 (No. 33-58488) and incorporated  herein
     by reference),  as amended by the Master  Transfer  Agreement dated January
     21,  2000  between  and among  France  Telecom,  Deutsche  Telekom  AG, NAB
     Nordamerika  Beteiligungs  Holding GmbH,  Atlas  Telecommunications,  S.A.,
     Sprint  Corporation,  Sprint Global  Venture,  Inc. and the JV Entities set
     forth in  Schedule II thereto  (filed as Exhibit 2 to Sprint  Corporation's
     Current Report on Form 8-K dated January 26, 2000 and  incorporated  herein
     by reference).

5.   Opinion and consent of Michael T. Hyde, Esq.
23-A Consent of Ernst & Young LLP.

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

24.  Power of Attorney is contained on page II-6 of this Registration Statement.