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 CORPORATION
                     1990 STOCK OPTION PLAN
                    (Full title of the Plan)
                    ------------------------
                        THOMAS A. GERKE
   Vice President, Corporate Secretary, and Associate General Counsel
                        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) 624-3326
                    ------------------------

                 CALCULATION OF REGISTRATION FEE

<TABLE>

                 CALCULATION OF REGISTRATION FEE

<CAPTION>

                                       Proposed
                                        maximum       Proposed
                          Amount       offering       Maximum       Amount of
Title of securities        to be         price       Aggregate    Registration
to be registered         registered    per share   offering price     Fee

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

Shares of FON Common
Stock                    13,300,000  $ 22.495 (1)  $299,183,500 (1)  $74,795.88
($2.00 par value) . .

Shares of PCS Common
Stock                    13,600,000  $ 23.145 (2)  $314,772,000 (2)  $78,693.00
($1.00 par value) . .

<FN>
(1)Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) and (h).  The average of the high and low prices of
the FON Common Stock on April 17, 2001, as reported in the consolidated
reporting system, was $22.495.
</FN>


<FN>
(2)Estimated  solely  for  purposes  of  determining  the  registration  fee in
accordance  with Rule 457(c) and (h).  The average of the high and low prices of
the PCS  Common  Stock  on April  16,  2001,  as  reported  in the  consolidated
reporting system,  was $23.145.
</FN>

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 FON  Common  Stock and PCS  Common  Stock  registered  under the
following  Registration  Statements on Form S-8: No. 333-68739 pertaining to the
1990 Stock Option Plan; No. 333-46491  pertaining to the 1990 Stock Option Plan;
No. 33-59349 pertaining to the 1990 Stock Option Plan; No. 333-54108  pertaining
to the 1990 Stock  Option Plan;  and No.  2-97322  pertaining  to the 1985 Stock
Option Plan.


</TABLE>

<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 Sprint's Annual Report on Form 10-K for the year ended December 31, 2000.

     o Sprint's  Current  Report on Form 8-K dated  December  13, 2000 and filed
       February 20, 2001.

     o Description of FON Common Stock  contained in Amendment No. 3 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
       filed April 18, 2001.

     o Description of FON Group Rights  contained in Amendment No. 3 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's FON Group Rights,
       filed August 4, 1999.

     o Description of PCS Common Stock  contained in Amendment No. 3 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's PCS Common Stock,
       filed April 18, 2001.

     o Description of PCS Group Rights  contained in Amendment No. 2 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's PCS Group Rights,
       filed July 26, 1999.


     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,  prior to 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 the Report of the
Compensation  Committee,  the  Performance  Graph and any Report on Repricing of
Options/SARs  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  prior to the  termination  of the
offering of the securities covered by this Registration Statement.

                                   II-1

<PAGE>

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 under the 1990 Stock Option Plan upon the exercise
of stock options was passed upon by Michael T. Hyde, Esq.,  Assistant  Secretary
of Sprint.


Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 10 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 10,  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  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 10 and
indemnify  directors and officers of Sprint against  additional  liabilities not
indemnified under Section 10.

     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.

                                   II-2

<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 Articles are
          filed as Exhibit 3.1 to Amendment No. 3 to Sprint Corporation's
          Registration Statement on Form 8-A relating to Sprint's PCS Common
          Stock, filed April 18, 2001, and incorporated herein by reference.

 4-B.     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.     Provisions  regarding  the Capital  Stock  Committee  are set forth in
          Article IV, Section 13 of the Bylaws.  The Bylaws are filed as Exhibit
          3(b) to  Sprint  Corporation's  Quarterly  Report on Form 10-Q for the
          quarter ended March 31, 2000 and incorporated herein by reference.

 4-D.     Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4D to
          Post-Effective Amendment No. 2 to Sprint Corporation's Registration
          Statement on Form S-3 (No. 33-58488) and incorporated herein by
          reference).

 4-E.     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 Deloitte & Touche LLP.

                                        II-3

<PAGE>


 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-6 of this  Registration
          Statement.

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

                                   II-4

<PAGE>

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 Westwood, State of Kansas, on the 17th day of April,
2001.

                              SPRINT CORPORATION

                              By: /s/ A.B. Krause
                                    (A. B. Krause, Executive Vice
President)

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Sprint
Corporation, hereby severally constitute W. T. Esrey, R. T.
LeMay, A. B. Krause and J. R. Devlin 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/ W. T. Esrey         Chief Executive Officer     )
(W. T. Esrey)           (Principal Executive        )
                        Officer)                    )
                                                    )
                                                    )
                        Executive Vice President    )
/s/ A. B. Krause        and Chief Financial Officer )  April 17, 2001
(A.B. Krause)           (Principal Financial        )
                        Officer)                    )
                                                    )
                                                    )
/s/ John P. Meyer                                   )
(J. P. Meyer)           Senior Vice President and   )
                        Controller                  )
                        (Principal Accounting       )
                        Officer)                    )


                                   II-6

<PAGE>

/s/ DuBose Ausley                                   )
(DuBose Ausley)         Director                    )
                                                    )
                                                    )
/s/ W. L. Batts                                     )
(W. L. Batts)           Director                    )
                                                    )
                                                    )
/s/ I. O. Hockaday, Jr.                             )
(I. O. Hockaday, Jr.)   Director                    )
                                                    )
                                                    )
/s/ R. T. LeMay                                     )
(R. T. LeMay)           Director                    )
                                                    )
                                                    )
/s/ L. K. Lorimer                                   )  April 17, 2001
(L. K. Lorimer)         Director                    )
                                                    )
                                                    )
/s/ C. E. Rice                                      )
(C. E. Rice)            Director                    )
                                                    )
                                                    )
/s/ Louis W. Smith                                  )
(Louis W. Smith)        Director                    )
                                                    )
                                                    )
/s/ Stewart Turley                                  )
(Stewart Turley)        Director                    )
                                                    )

                                   II-7

<PAGE>


EXHIBIT INDEX

Exhibit
Number                                                           Page

 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 are
          filed as Exhibit 3.1 to Amendment No. 3 to Sprint
          Corporation's Registration Statement on Form 8-A
          relating to Sprint's PCS Common Stock, filed April 18,
          2001 and incorporated herein by reference.

 4-B.     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.     Provisions  regarding  the Capital  Stock  Committee
          are set forth in Article IV, Section 13 of the Bylaws.
          The Bylaws are filed as Exhibit 3(b) to  Sprint
          Corporation's  Quarterly  Report on Form 10-Q for the
          quarter ended March 31, 2000 and incorporated herein
          by reference.

 4-D.     Tracking Stock Policies of Sprint Corporation (filed as
          Exhibit 4D to Post-Effective Amendment No. 2 to Sprint
          Corporation's Registration Statement on Form S-3 (No.
          33-58488) and incorporated herein by reference).

 4-E.     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 Deloitte & Touche LLP.

<PAGE>


 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-6 of
          this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "1990 STOCK OPTION PLAN", "secsgml_size_bytes": 22290}]
{"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": "333-59124", "film-number": "1605276"}, "business-address": {"street1": "2330 SHAWNEE MISSION PKWY", "city": "WESTWOOD", "state": "KS", "zip": "66205", "phone": "9136243000"}, "mail-address": {"street1": "2330 SHAWNEE MISSION PKWY", "city": "WESTWOOD", "state": "KS", "zip": "66205"}, "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 CORPORATION
                     1990 STOCK OPTION PLAN
                    (Full title of the Plan)
                    ------------------------
                        THOMAS A. GERKE
   Vice President, Corporate Secretary, and Associate General Counsel
                        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) 624-3326
                    ------------------------

                 CALCULATION OF REGISTRATION FEE

                 CALCULATION OF REGISTRATION FEE
Proposed
                                        maximum       Proposed
                          Amount       offering       Maximum       Amount of
Title of securities        to be         price       Aggregate    Registration
to be registered         registered    per share   offering price     Fee
Shares of FON Common
Stock                    13,300,000  $ 22.495 (1)  $299,183,500 (1)  $74,795.88
($2.00 par value) . .

Shares of PCS Common
Stock                    13,600,000  $ 23.145 (2)  $314,772,000 (2)  $78,693.00
($1.00 par value) . .
(1)Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) and (h).  The average of the high and low prices of
the FON Common Stock on April 17, 2001, as reported in the consolidated
reporting system, was $22.495.
(2)Estimated  solely  for  purposes  of  determining  the  registration  fee in
accordance  with Rule 457(c) and (h).  The average of the high and low prices of
the PCS  Common  Stock  on April  16,  2001,  as  reported  in the  consolidated
reporting system,  was $23.145.
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 FON  Common  Stock and PCS  Common  Stock  registered  under the
following  Registration  Statements on Form S-8: No. 333-68739 pertaining to the
1990 Stock Option Plan; No. 333-46491  pertaining to the 1990 Stock Option Plan;
No. 33-59349 pertaining to the 1990 Stock Option Plan; No. 333-54108  pertaining
to the 1990 Stock  Option Plan;  and No.  2-97322  pertaining  to the 1985 Stock
Option Plan.
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 Sprint's Annual Report on Form 10-K for the year ended December 31, 2000.

     o Sprint's  Current  Report on Form 8-K dated  December  13, 2000 and filed
       February 20, 2001.

     o Description of FON Common Stock  contained in Amendment No. 3 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
       filed April 18, 2001.

     o Description of FON Group Rights  contained in Amendment No. 3 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's FON Group Rights,
       filed August 4, 1999.

     o Description of PCS Common Stock  contained in Amendment No. 3 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's PCS Common Stock,
       filed April 18, 2001.

     o Description of PCS Group Rights  contained in Amendment No. 2 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's PCS Group Rights,
       filed July 26, 1999.

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,  prior to 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 the Report of the
Compensation  Committee,  the  Performance  Graph and any Report on Repricing of
Options/SARs  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  prior to the  termination  of the
offering of the securities covered by this Registration Statement.

                                   II-1
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 under the 1990 Stock Option Plan upon the exercise
of stock options was passed upon by Michael T. Hyde, Esq.,  Assistant  Secretary
of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 10 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 10,  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  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 10 and
indemnify  directors and officers of Sprint against  additional  liabilities not
indemnified under Section 10.

     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.

                                   II-2
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 are
          filed as Exhibit 3.1 to Amendment No. 3 to Sprint Corporation's
          Registration Statement on Form 8-A relating to Sprint's PCS Common
          Stock, filed April 18, 2001, and incorporated herein by reference.

 4-B.     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.     Provisions  regarding  the Capital  Stock  Committee  are set forth in
          Article IV, Section 13 of the Bylaws.  The Bylaws are filed as Exhibit
          3(b) to  Sprint  Corporation's  Quarterly  Report on Form 10-Q for the
          quarter ended March 31, 2000 and incorporated herein by reference.

 4-D.     Tracking Stock Policies of Sprint Corporation (filed as Exhibit 4D to
          Post-Effective Amendment No. 2 to Sprint Corporation's Registration
          Statement on Form S-3 (No. 33-58488) and incorporated herein by
          reference).

 4-E.     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 Deloitte & Touche LLP.

                                        II-3
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-6 of this  Registration
          Statement.

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

                                   II-4
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 Westwood, State of Kansas, on the 17th day of April,
2001.

                              SPRINT CORPORATION

                              By: /s/ A.B. Krause
                                    (A. B. Krause, Executive Vice
President)

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Sprint
Corporation, hereby severally constitute W. T. Esrey, R. T.
LeMay, A. B. Krause and J. R. Devlin 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/ W. T. Esrey         Chief Executive Officer     )
(W. T. Esrey)           (Principal Executive        )
                        Officer)                    )
                                                    )
                                                    )
                        Executive Vice President    )
/s/ A. B. Krause        and Chief Financial Officer )  April 17, 2001
(A.B. Krause)           (Principal Financial        )
                        Officer)                    )
                                                    )
                                                    )
/s/ John P. Meyer                                   )
(J. P. Meyer)           Senior Vice President and   )
                        Controller                  )
                        (Principal Accounting       )
                        Officer)                    )

                                   II-6
/s/ DuBose Ausley                                   )
(DuBose Ausley)         Director                    )
                                                    )
                                                    )
/s/ W. L. Batts                                     )
(W. L. Batts)           Director                    )
                                                    )
                                                    )
/s/ I. O. Hockaday, Jr.                             )
(I. O. Hockaday, Jr.)   Director                    )
                                                    )
                                                    )
/s/ R. T. LeMay                                     )
(R. T. LeMay)           Director                    )
                                                    )
                                                    )
/s/ L. K. Lorimer                                   )  April 17, 2001
(L. K. Lorimer)         Director                    )
                                                    )
                                                    )
/s/ C. E. Rice                                      )
(C. E. Rice)            Director                    )
                                                    )
                                                    )
/s/ Louis W. Smith                                  )
(Louis W. Smith)        Director                    )
                                                    )
                                                    )
/s/ Stewart Turley                                  )
(Stewart Turley)        Director                    )
                                                    )

                                   II-7
EXHIBIT INDEX

Exhibit
Number                                                           Page

 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 are
          filed as Exhibit 3.1 to Amendment No. 3 to Sprint
          Corporation's Registration Statement on Form 8-A
          relating to Sprint's PCS Common Stock, filed April 18,
          2001 and incorporated herein by reference.

 4-B.     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.     Provisions  regarding  the Capital  Stock  Committee
          are set forth in Article IV, Section 13 of the Bylaws.
          The Bylaws are filed as Exhibit 3(b) to  Sprint
          Corporation's  Quarterly  Report on Form 10-Q for the
          quarter ended March 31, 2000 and incorporated herein
          by reference.

 4-D.     Tracking Stock Policies of Sprint Corporation (filed as
          Exhibit 4D to Post-Effective Amendment No. 2 to Sprint
          Corporation's Registration Statement on Form S-3 (No.
          33-58488) and incorporated herein by reference).

 4-E.     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 Deloitte & Touche 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-6 of
          this Registration Statement.