SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               SPRINT CORPORATION
             (Exact name of registrant as specified in its charter)

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

               Post Office Box 11315, Kansas City, Missouri 64112
                    (Address of principal executive offices)
                            ------------------------
                               SPRINT CORPORATION
                           1990 RESTRICTED STOCK PLAN
                            (Full title of the Plan)
                            ------------------------

                              CLAUDIA S. TOUSSAINT
       Assistant Vice President, Law, Corporate Governance and Assistant
                                    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) . .  3,500,000    $12.13(1)   $42,455,000.00(1)   $3,434.61(2)


Shares of PCS Common
Stock
($1.00 par value) . .  3,500,000    $3.70(3)    $12,950,000.00(3)   $1,047.66(2)

<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  March 6, 2003,  as  reported  in the  consolidated
reporting system, was $12.13.
</FN>

<FN>
(2) The filing fees have 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  March 6, 2003,  as  reported  in the  consolidated
reporting system, was $3.70.
</FN>

</TABLE>


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. 333-46487 and No. 333-86460 pertaining to the Sprint
Corporation 1990 Restricted Stock 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") 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, 2002.

     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 Description of FON Common Stock contained in Amendment No. 4 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
       filed April 17, 2002.

     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. 4 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's PCS Common Stock,
       filed April 17, 2002.

     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, 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 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.

                                        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  Restricted  Stock Plan 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  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.

                                        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(a)
     to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 2002, 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 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-D. 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-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 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.


                                        II-3

<PAGE>


Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

                                        II-4

<PAGE>

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 7th day of
March, 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 W. T. Esrey, R. T. LeMay,  R. J. Dellinger,  J. R. Devlin,
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/ W.T. Esrey          Chief Executive Officer     )
(W. T. Esrey)           (Principal Executive        )
                        Officer)                    )
                                                    )
                                                    )
                        Executive Vice President    )
/s/ Robert J. Dellinger and Chief Financial Officer )  March 7, 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/ R. T. LeMay                                     )
(R. T. LeMay)           Director                    )
                                                    )
/s/ Linda K. Lorimer                                )  March 7, 2003
(L. K. Lorimer)         Director                    )
                                                    )
/s/ Charles 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

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(a)
     to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 2002, 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 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-D. 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-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 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": "restrictstockplan02-03.txt", "description": "1990 RESTRICTED STOCK PLAN", "secsgml_size_bytes": 21619}]
{"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": "333-103689", "film-number": "03596944"}, "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 UTILITIES INC", "date-changed": "19731011"}, {"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               SPRINT CORPORATION
             (Exact name of registrant as specified in its charter)

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

               Post Office Box 11315, Kansas City, Missouri 64112
                    (Address of principal executive offices)
                            ------------------------
                               SPRINT CORPORATION
                           1990 RESTRICTED STOCK PLAN
                            (Full title of the Plan)
                            ------------------------

                              CLAUDIA S. TOUSSAINT
       Assistant Vice President, Law, Corporate Governance and Assistant
                                    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) . .  3,500,000    $12.13(1)   $42,455,000.00(1)   $3,434.61(2)

Shares of PCS Common
Stock
($1.00 par value) . .  3,500,000    $3.70(3)    $12,950,000.00(3)   $1,047.66(2)
(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  March 6, 2003,  as  reported  in the  consolidated
reporting system, was $12.13.
(2) The filing fees have 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  March 6, 2003,  as  reported  in the  consolidated
reporting system, was $3.70.
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. 333-46487 and No. 333-86460 pertaining to the Sprint
Corporation 1990 Restricted Stock 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, 2002.

     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 Description of FON Common Stock contained in Amendment No. 4 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
       filed April 17, 2002.

     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. 4 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's PCS Common Stock,
       filed April 17, 2002.

     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, 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 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.

                                        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  Restricted  Stock Plan 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  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.

                                        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(a)
     to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 2002, 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 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-D. 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-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 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.

                                        II-3
Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

                                        II-4
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 7th day of
March, 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 W. T. Esrey, R. T. LeMay,  R. J. Dellinger,  J. R. Devlin,
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/ W.T. Esrey          Chief Executive Officer     )
(W. T. Esrey)           (Principal Executive        )
                        Officer)                    )
                                                    )
                                                    )
                        Executive Vice President    )
/s/ Robert J. Dellinger and Chief Financial Officer )  March 7, 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/ R. T. LeMay                                     )
(R. T. LeMay)           Director                    )
                                                    )
/s/ Linda K. Lorimer                                )  March 7, 2003
(L. K. Lorimer)         Director                    )
                                                    )
/s/ Charles 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

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(a)
     to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 2002, 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 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-D. 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-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 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.