<PAGE>
                                     
As filed with the Securities and Exchange Commission on 
March 2, 1995
                                        Registration No. 33-

               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                 (I.R.S. Employer
         jurisdiction                 Identification No.)
     of incorporation or
        organization)
                                
       Post Office Box 11315, Kansas City, Missouri  64112
            (Address of principal executive offices)
                    ________________________
                                
                       SPRINT CORPORATION
             MANAGEMENT INCENTIVE STOCK OPTION PLAN
                    (Full title of the Plan)
                    ________________________
                                
                          DON A. JENSEN
                  Vice President and 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) 624-3326
                    ________________________

<TABLE>
<CAPTION>
                     CALCULATION OF REGISTRATION FEE

                                      Proposed      Proposed        
                        Amount        maximum       maximum       Amount of
Title of securities     to be         offering      aggregate     registration
to be registered        registered    price         offering      fee
                                      per           price
                                      

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

Options to purchase 
share of Common Stock   3,134,600     $5             $15,673,000   $5,404.50


Shares of Common Stock                                      
($2.50 par value)   . . 3,134,600     $29.50<FN-1>   $92,470,700   $31,886.50
                                                         <FN-1>

<FN>
<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 Common Stock on February 24, 1995, as reported
in the consolidated reporting system, was $29.50.

</TABLE>   


<PAGE> II-1


  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.
1-4721) are incorporated in this Registration Statement by
reference:

     Sprint's Annual Report on Form 10-K for the year ended
December 31, 1993; its Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1994; and its
Current Reports on Form 8-K dated May 16, June 6, June 7, June 14
and October 25, 1994.

     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.

Item 4.   Description of Securities

                             OPTIONS

     The Options will represent the right to purchase shares of
Sprint Common Stock.  The following are brief summaries of
certain provisions with respect to the Options.

     Consideration for Options

     Pursuant to the terms of Sprint's Management Incentive Stock
Option Plan (the "Plan"), eligible employees of Sprint or its
subsidiaries can elect to receive an Option in lieu of receiving
a portion of their cash payout under Sprint's management
incentive plans.  For the 1995 awards, payable in 1996, eligible
employees will receive an Option to purchase shares of Common
Stock, one share for each $5 reduction in cash incentive payout
resulting from such election.  Certain benefits which are
determined based on the cash payment will also be affected.  The
Organization and Compensation Committee of Sprint's Board (the
"Committee") will determine the price for Options in subsequent
years.

<PAGE>   II-2

     Exercise Price

     The price at which each share of Common Stock covered by an
Option may be purchased shall be one hundred percent (100%) of
the fair market value of the stock on the date the Option is
granted.  Fair market value shall be deemed to be the average of
the high and low prices of the Common Stock of Sprint for
composite transactions as published by major newspapers for the
date the Option is granted or, if no sale of Sprint's Common
Stock shall have been made on that day, the next preceding day on
which there was a sale of such stock.

     Vesting

     The total number of shares subject to Options granted in
1995 shall become exercisable December 31, 1995.  Vesting of
Options granted in subsequent years will be determined by the
Committee.

     Term of Option

     Options shall not be exercisable after the expiration of ten
(10) years from the date of grant.

     Time for Exercise

     If an optionee's employment with Sprint is terminated, the
optionee may exercise Options which are exercisable on the date
of termination of employment until the earlier of (1) the date on
which the Option expires and (2) the end of the applicable time
period below:

     a.   Retirement:  five years after retirement date.
     
     b.   Disability (qualifying for long-term disability
          benefits under Sprint's Basic Long-Term Disability
          Plan):  five years after qualification date.
     
     c.   Death:  one year after death for the estate or
          designated beneficiary to exercise the decedent's
          Options.
     
     d.   Involuntary termination other than for cause:  the date
          on which the Option expires.
     
     e.   Voluntary termination:  three months from the date of
          termination of employment.
     
     If an optionee's employment is terminated for a reason
constituting good cause, any outstanding Options granted under
the Plan and held by such optionee at such time will
automatically terminate.

<PAGE>   II-3

     Payment of Exercise Price

     Options shall be exercisable only upon payment to Sprint of
the full purchase price of the shares with respect to which
Options are exercised.  Payment for the shares shall be either in
United States dollars, payable in cash or by check, or by
surrender of stock certificates representing like Common Stock of
Sprint having an aggregate fair market value, determined as of
the date of exercise, equal to the number of shares with respect
to which such Options are exercised multiplied by the exercise
price per share.  The fair market value of Common Stock on the
date of exercise of Options shall be determined in the same
manner as the fair market value of Common Stock on the date of
grant of Options is determined.  Certain optionees may use
restricted stock as payment for the exercise price (see
"Restricted Stock" below).  In that event, fair market value of
the shares of restricted stock will be determined as if the
shares were not restricted.

     Nontransferable

     Options shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution, except
that an optionee may designate beneficiaries other than the
optionee's estate to exercise unexpired Options after the
optionee's death.

     Restricted Stock

     Certain optionees, as determined by the Committee, may elect
to receive restricted stock upon exercise of an Option.
Restricted stock is Common Stock issued with the restriction that
the holder may not sell, transfer, pledge or assign such shares
for a period of time after issuance, except to pay the exercise
price of Options issued by Sprint.  The restrictions lapse as
specified by the optionee for a period of from six (6) months to
ten (10) years, provided that if restricted Common Stock is used
to pay the exercise price, restrictions on the Common Stock
received upon exercise shall be at least as restrictive as to
time and other vesting conditions as the restrictions on the
shares used to pay the exercise price.

     Change in Stock, Adjustments

     In the event that the outstanding shares of Common Stock of
Sprint are hereafter increased or decreased or changed into or
exchanged for a different number of shares or kind of shares or
other securities of Sprint or of another corporation, by reason
of reorganization, merger, consolidation, recapitalization,
reclassification, stock split up, combination of shares, or a
dividend payable in capital stock, appropriate adjustment shall
be made by the Committee in the number and kind of shares as to
which outstanding Options, or portions thereof then unexercised,
shall be exercisable, to the end that the optionee's
proportionate interest shall be maintained as before the

<PAGE>   II-4

occurrence of such event, and such adjustment of outstanding
Options shall be made without change of the total price
applicable to unexercised Options and with a corresponding
adjustment in the exercise price per share.

     Reload Options

     Options granted in 1995 will include the right to a reload
Option, subject to the availability of shares.  The Committee
will determine whether subsequent Options will include the right
to a reload Option.  A reload Option is a new nonqualified Option
granted upon exercise of the original Option if the original
Option is exercised by the stock-for-stock method.

     A reload Option:

     a.   is not available to optionees no longer employed by
          Sprint;
     
     b.   is not available upon the exercise of an Option which
          expires in less than one year from date of exercise;
     
     c.   has an exercise price equal to the fair market value of
          Sprint Common Stock on the date of the exercise of the
          original Option;
     
     d.   is granted for the number of shares equal to the sum of
     
          i.   the number of shares surrendered for payment of
               the exercise price of the original Option;
          
          ii.  the number of shares withheld from the exercise
               for the payment of income tax withholding; and
          
          iii. the number of shares delivered in payment of
               income tax withholding.
     
     e.   is exercisable in full beginning one year after the
          exercise of the original Option, provided the optionee
          has held the shares received in the exercise for at
          least six months, and remains exercisable for the
          remainder of the term of the original Option;
     
     f.   is not available upon the exercise of a reload Option.

                          COMMON STOCK
                                
     The authorized capital stock of Sprint consists of
500,000,000 shares of Sprint Common Stock and 20,000,000 shares
of Sprint Preferred Stock.  The authorized but unissued shares of
Sprint Preferred Stock are issuable in one or more series, with such

<PAGE>   II-5

designations, preferences and relative, participating,
optional or special rights, if any, and the qualifications,
limitations or restrictions thereof as may be fixed and
determined by resolution of the Board of Directors of Sprint (the
"Sprint Board").

     The following are brief summaries of certain provisions with
respect to Sprint Common Stock, par value $2.50 per share,
contained in Sprint's Articles of Incorporation, as amended. Such
statements are qualified in their entirety by reference to such
Articles.  The term Preferred Stock, as hereinafter used,
includes the Preferred Stock-First Series, Convertible (the
"First Series"), Preferred Stock-Second Series, Convertible (the
"Second Series"), Preferred Stock-Third Series, 7-3/4% Cumulative
(the "Third Series"), and Preferred Stock-Fifth Series (the
"Fifth Series") and any other series hereinafter established by
the Sprint Board and issued by Sprint (including, if issued, the
Preferred Stock-Fourth Series, Junior Participating referred to
below under "Shareholder Rights").  Sprint Common Stock is listed
and traded on the New York, Chicago and Pacific Stock Exchanges.

Dividend Rights and Restrictions

     Subject to certain dividend restrictions of indentures and
other borrowing agreements and to the preferential rights of the
Preferred Stock, holders of Sprint Common Stock are entitled to
dividends as declared thereon by the Sprint Board only out of net
income or earned surplus.  The most restrictive covenants
applicable to dividends are contained in a revolving credit
agreement.  Among other restrictions, this agreement requires
Sprint to maintain specified levels of consolidated net worth, as
defined.  As a result of this requirement, $1.67 billion of
Sprint's $2.73 billion consolidated retained earnings was
effectively restricted from payment of dividends as of December
31, 1994.  Before any dividends on Sprint Common Stock may be
paid or declared and set apart for payment, full cumulative
dividends on the Sprint Preferred Stock must be paid or declared
and set apart for payment.  If Sprint fails to purchase the Fifth
Series shares upon tender by the holders, it is precluded from
declaring or paying dividends on its Common Stock until it has
deposited the funds necessary for the purchase of such shares.
Upon the issuance of other series of Preferred Stock, the Sprint
Board may provide for dividend restrictions on Sprint Common
Stock as to such series.

Voting Rights

     Except as hereinafter noted, holders of Sprint Common Stock
and the First Series, the Second Series and the Fifth Series are
entitled at each stockholders' meeting of Sprint, as to each
matter to be voted upon, to cast one vote for each share held of
record on the books of Sprint.

     The Preferred Stock is entitled to vote as a class with
respect to certain matters affecting preferences of the Preferred
Stock or creating prior ranking or parity stock.  If six
quarterly dividends on any series of the Preferred Stock are in
arrears, or if any sinking fund payment on any series of the
Sprint Preferred Stock has been in arrears 

<PAGE> II-6

for more than one year, the number of Sprint's directors will be 
increased by two and the holders of Preferred Stock voting as a 
class will be entitled to elect two directors until all arrears 
in dividends and sinking fund payments have been paid, and in such 
event Sprint Common Stock and all voting series of the Preferred 
Stock would be entitled to elect the remaining directors. If no
dividends or less than full cumulative dividends on the Fifth
Series shall have been paid for each of four consecutive dividend
periods, or if arrearages in the payment of dividends on the
Fifth Series shall have cumulated in an amount equal to full
cumulative dividends on the Fifth Series for six quarterly
dividend periods, the holders of the Fifth Series, acting alone,
will be entitled to elect the smallest number constituting a
majority of Sprint's Directors then to be elected until all
arrears in such dividends are paid or set aside for payment.

     The Sprint Board is divided into three classes, with each
class consisting, as nearly as possible, of one-third of the
total number of directors and serving a staggered three-year
term.  Only one class is elected each year, and it is elected for
a three-year term.  Sprint stockholders are not entitled to
cumulative voting rights in the election of directors.

     Sprint's Articles of Incorporation require that certain
business combinations initiated by a holder of at least 10
percent of Sprint's voting stock must be approved by the holders
of 80 percent of the outstanding voting stock.

Restriction on Purchase of Equity Securities by Sprint

     Sprint's Articles of Incorporation prohibit Sprint from
purchasing its own equity securities from an owner of 5 percent
or more of such equity securities (if any of the securities have
been held for less than two years) at a premium over market price
unless Sprint either (1) obtains the approval of the holders of a
majority of the shares of Sprint's outstanding voting stock
(excluding the shares held by the 5 percent security holder) or
(2) makes a tender or exchange offer to purchase securities of
the same class on the same terms to all holders of such equity
securities.

Shareholder Rights

     Each share of Sprint Common Stock issued prior to the
occurrence of certain takeover events has one-half of a Right
attached in accordance with the terms of a Shareholder Rights
Plan adopted by Sprint on August 8, 1989.  The Rights do not
become exercisable and do not separate from the shares of Common
Stock until the occurrence of such takeover events.  Each Right,
when it becomes exercisable, entitles the holder to purchase a
unit consisting of one one-hundredth of a share of Preferred
Stock-Fourth Series, Junior Participating at a price of $235 per
unit, or to purchase Sprint Common Stock or common stock of the
acquiring company having a value equal to two times the exercise
price of the Right, depending upon the circumstances.  Under
certain circumstances, Rights beneficially owned by a person or
group of affiliated or associated persons who have acquired, or
obtained the right to acquire, beneficial 

<PAGE>   II-7

ownership of 20 percent or more of the outstanding shares of 
Sprint Common Stock become null and void.  The Rights may be 
redeemed by Sprint at a price of one cent per Right and expire 
on September 8, 1999.

Liquidation Rights

     In the event of liquidation, holders of Sprint Common Stock
will be entitled to share ratably in any assets remaining after
the satisfaction in full of the prior rights of creditors,
including holders of Sprint indebtedness, and the aggregate
liquidation preference of any Sprint Preferred Stock then
outstanding.

Preemptive Rights

     No holder of shares of Sprint Common Stock or any other
capital stock of Sprint is entitled to preemptive rights or
subscription rights, other than pursuant to the Rights referred
to under "Shareholder Rights" above.

Fully Paid

     The outstanding shares of Sprint Common Stock are, and the
shares of Sprint Common Stock offered hereby when issued will be,
fully paid and nonassessable.

Transfer Agents and Registrars

     The Transfer Agents and Registrars for Sprint Common Stock
are UMB Bank, n.a. (Missouri), and Chemical Bank (New York).

Item 5.   Interests of Named Experts and Counsel.

     The validity of the Options and the shares of Sprint Common
Stock to be issued under the Management Incentive Stock Option
Plan was passed upon by Don A. Jensen, Esq., Vice President and
Secretary of Sprint.

Item 6.   Indemnification of Directors and Officers.

     Consistent with Section 17-6305 of the Kansas Statutes
Annotated, Article IV, Section 11 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 11, 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 

<PAGE>   II-8

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 be required 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 11 and indemnify directors and officers of Sprint against
additional liabilities not indemnified under Section 11.

     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    Exhibit

 4A.     Article Fifth, Article Sixth, Article Seventh and
          Article Eighth of the Articles of Incorporation of
          Sprint Corporation (the Articles of Incorporation are
          filed as Exhibit 4 to Sprint Corporation's Current
          Report on Form 8-K dated March 9, 1993 and incorporated
          herein by reference).
 
 4B.     Rights Agreement dated as of August 8, 1989, between
          Sprint Corporation (formerly United Telecommunications,
          Inc.) and UMB Bank, n.a. (formerly United Missouri Bank
          of Kansas City, N.A.) as Rights Agent (filed as Exhibit
          2(b) to Sprint Corporation's Registration Statement on
          Form 8-A dated August 11, 1989 (File No. 1-4721) and
          incorporated herein by reference).
 
 4C.     Amendment and supplement dated June 4, 1992 to Rights
          Agreement dated as of August 8, 1989 (filed as Exhibit
          2(c) to Amendment No. 1 on Form 8 dated June 8, 1992 to
          Sprint Corporation's Registration Statement on Form 8-A
          dated August 11, 1989 (File No. 1-4721), and
          incorporated herein by reference).
 
 5.      Opinion and consent of Don A. Jensen, Esq.
 
 23-A.   Consent of Ernst & Young LLP.
 
 23-B.   Consent of Arthur Andersen LLP.
 
<PAGE>   II-9

 23-C.   Consent of Don A. Jensen, Esq. is contained in his
         opinion filed as Exhibit 5.
 
 24.     Power of Attorney is contained on page II-11 of this
          Registration Statement.
 
 99      Management Incentive Stock Option Plan.
 
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 

<PAGE>   II-10

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.

<PAGE>   II-11

                            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 2nd day of March, 1995.

                              SPRINT CORPORATION

                                              
                              By /s/ W.T. Esrey
                                 (W. T. Esrey, Chairman of the Board)

                        POWER OF ATTORNEY

     We, the undersigned officers and directors of Sprint
Corporation, hereby severally constitute W. T. Esrey, 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.                                                     

<TABLE>
<CAPTION>

Name                    Title                          Date
                                                       
<S>                     <C>                            <C>

                        Chairman of the Board and   )  
                        Chief Executive Officer     )  
/s/ W. T. Esrey         (Principal Executive        )  
(W. T. Esrey)           Officer)                    )
                                                    )  
                                                    )  
                        Executive Vice President    )  
                        and Chief Financial Officer )  
/s/ A. B. Krause        (Principal Financial        )  March 2, 1995
(A. B. Krause)          Officer)                    )  
                                                    )  
                                                    )  
                        Senior Vice President and   )  
                        Controller                  )  
                        (Principal Accounting       )  
/s/ John P. Meyer       Officer)                    )
(J. P. Meyer)                                       )  

<PAGE>  II-12

<CAPTION>

Name                    Title                          Date

<S>                     <C>                            <C>
                                                    ) 
/s/ DuBose Ausley       Director                    )  
(DuBose Ausley)                                     )  
                                                    )  
/s/ W. L. Batts         Director                    )  
(W. L. Batts)                                       )  
                                                    )  
/s/ Ruth M. Davis       Director                    )  
(R. M. Davis)                                       )  
                                                    )  
/s/ Donald J. Hall      Director                    )  
(D. J. Hall)                                        )  
                                                    )  
/s/ P. H. Henson        Director                    )  
(P. H. Henson)                                      )  
                                                    )  
/s/ H. S. Hook          Director                    )  
(H. S. Hook)                                        )  
                                                    )  
/s/ R. E. R. Huntley    Director                    )  March 2, 1995
(R. E. R. Huntley)                                  )  
                                                    )  
/s/ Ronald T. LeMay     Director                    )  
(R. T. LeMay)                                       )  
                                                    )  
/s/ Linda K. Lorimer    Director                    )  
(L. K. Lorimer)                                     )  
                                                    )  
                        Director                    )  
(C. H. Price II)                                    )  
                                                    )  
/s/ F. E. Reed          Director                    )  
(F. E. Reed)                                        )  
                                                    )  
/s/ C. E. Rice          Director                    )  
(C. E. Rice)                                        )  
                                                    )  
/s/ Stewart Turley      Director                    )  
(Stewart Turley)                                    )  

</TABLE>

<PAGE>  
           
                          Exhibit Index
              
Exhibit
Number                                                           Page

 4A.     Article Fifth, Article Sixth, Article Seventh and
         Article Eighth of the Articles of Incorporation of
         Sprint Corporation (the Articles of Incorporation
         are filed as Exhibit 4 to Sprint Corporation's
         Current Report on Form 8-K dated March 9, 1993 and
         incorporated herein by reference).
 
 4B.     Rights Agreement dated as of August 8, 1989,
         between Sprint Corporation (formerly United
         Telecommunications, Inc.) and UMB Bank, n.a.
         (formerly United Missouri Bank of Kansas City,
         N.A.) as Rights Agent (filed as Exhibit 2(b) to
         Sprint Corporation's Registration Statement on
         Form 8-A dated August 11, 1989 (File No. 1-4721)
         and incorporated herein by reference).
 
 4C.     Amendment and supplement dated June 4, 1992 to
         Rights Agreement dated as of August 8, 1989 (filed
         as Exhibit 2(c) to Amendment No. 1 on Form 8 dated
         June 8, 1992 to Sprint Corporation's Registration
         Statement on Form 8-A dated August 11, 1989 (File
         No. 1-4721), and incorporated herein by
         reference).
 
 5.      Opinion and consent of Don A. Jensen, Esq.
 
 23-A.   Consent of Ernst & Young LLP.
 
 23-B.   Consent of Arthur Andersen LLP.
 
 23-C.   Consent of Don A. Jensen, Esq. is contained in his
         opinion filed as Exhibit 5.
 
 26.     Power of Attorney is contained on page II-11 of
         this Registration Statement.
 
 99.     Management Incentive Stock Option Plan.
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As filed with the Securities and Exchange Commission on 
March 2, 1995
                                        Registration No. 33-

               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                 (I.R.S. Employer
         jurisdiction                 Identification No.)
     of incorporation or
        organization)
                                
       Post Office Box 11315, Kansas City, Missouri  64112
            (Address of principal executive offices)
                    ________________________
                                
                       SPRINT CORPORATION
             MANAGEMENT INCENTIVE STOCK OPTION PLAN
                    (Full title of the Plan)
                    ________________________
                                
                          DON A. JENSEN
                  Vice President and 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) 624-3326
                    ________________________
CALCULATION OF REGISTRATION FEE

                                      Proposed      Proposed        
                        Amount        maximum       maximum       Amount of
Title of securities     to be         offering      aggregate     registration
to be registered        registered    price         offering      fee
                                      per           price
Options to purchase 
share of Common Stock   3,134,600     $5             $15,673,000   $5,404.50

Shares of Common Stock                                      
($2.50 par value)   . . 3,134,600     $29.50
$92,470,700   $31,886.50
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 Common Stock on February 24, 1995, as reported
in the consolidated reporting system, was $29.50.
II-1

  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.
1-4721) are incorporated in this Registration Statement by
reference:

     Sprint's Annual Report on Form 10-K for the year ended
December 31, 1993; its Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1994; and its
Current Reports on Form 8-K dated May 16, June 6, June 7, June 14
and October 25, 1994.

     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.

Item 4.   Description of Securities

                             OPTIONS

     The Options will represent the right to purchase shares of
Sprint Common Stock.  The following are brief summaries of
certain provisions with respect to the Options.

     Consideration for Options

     Pursuant to the terms of Sprint's Management Incentive Stock
Option Plan (the "Plan"), eligible employees of Sprint or its
subsidiaries can elect to receive an Option in lieu of receiving
a portion of their cash payout under Sprint's management
incentive plans.  For the 1995 awards, payable in 1996, eligible
employees will receive an Option to purchase shares of Common
Stock, one share for each $5 reduction in cash incentive payout
resulting from such election.  Certain benefits which are
determined based on the cash payment will also be affected.  The
Organization and Compensation Committee of Sprint's Board (the
"Committee") will determine the price for Options in subsequent
years.
II-2

     Exercise Price

     The price at which each share of Common Stock covered by an
Option may be purchased shall be one hundred percent (100%) of
the fair market value of the stock on the date the Option is
granted.  Fair market value shall be deemed to be the average of
the high and low prices of the Common Stock of Sprint for
composite transactions as published by major newspapers for the
date the Option is granted or, if no sale of Sprint's Common
Stock shall have been made on that day, the next preceding day on
which there was a sale of such stock.

     Vesting

     The total number of shares subject to Options granted in
1995 shall become exercisable December 31, 1995.  Vesting of
Options granted in subsequent years will be determined by the
Committee.

     Term of Option

     Options shall not be exercisable after the expiration of ten
(10) years from the date of grant.

     Time for Exercise

     If an optionee's employment with Sprint is terminated, the
optionee may exercise Options which are exercisable on the date
of termination of employment until the earlier of (1) the date on
which the Option expires and (2) the end of the applicable time
period below:

     a.   Retirement:  five years after retirement date.
     
     b.   Disability (qualifying for long-term disability
          benefits under Sprint's Basic Long-Term Disability
          Plan):  five years after qualification date.
     
     c.   Death:  one year after death for the estate or
          designated beneficiary to exercise the decedent's
          Options.
     
     d.   Involuntary termination other than for cause:  the date
          on which the Option expires.
     
     e.   Voluntary termination:  three months from the date of
          termination of employment.
     
     If an optionee's employment is terminated for a reason
constituting good cause, any outstanding Options granted under
the Plan and held by such optionee at such time will
automatically terminate.
II-3

     Payment of Exercise Price

     Options shall be exercisable only upon payment to Sprint of
the full purchase price of the shares with respect to which
Options are exercised.  Payment for the shares shall be either in
United States dollars, payable in cash or by check, or by
surrender of stock certificates representing like Common Stock of
Sprint having an aggregate fair market value, determined as of
the date of exercise, equal to the number of shares with respect
to which such Options are exercised multiplied by the exercise
price per share.  The fair market value of Common Stock on the
date of exercise of Options shall be determined in the same
manner as the fair market value of Common Stock on the date of
grant of Options is determined.  Certain optionees may use
restricted stock as payment for the exercise price (see
"Restricted Stock" below).  In that event, fair market value of
the shares of restricted stock will be determined as if the
shares were not restricted.

     Nontransferable

     Options shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution, except
that an optionee may designate beneficiaries other than the
optionee's estate to exercise unexpired Options after the
optionee's death.

     Restricted Stock

     Certain optionees, as determined by the Committee, may elect
to receive restricted stock upon exercise of an Option.
Restricted stock is Common Stock issued with the restriction that
the holder may not sell, transfer, pledge or assign such shares
for a period of time after issuance, except to pay the exercise
price of Options issued by Sprint.  The restrictions lapse as
specified by the optionee for a period of from six (6) months to
ten (10) years, provided that if restricted Common Stock is used
to pay the exercise price, restrictions on the Common Stock
received upon exercise shall be at least as restrictive as to
time and other vesting conditions as the restrictions on the
shares used to pay the exercise price.

     Change in Stock, Adjustments

     In the event that the outstanding shares of Common Stock of
Sprint are hereafter increased or decreased or changed into or
exchanged for a different number of shares or kind of shares or
other securities of Sprint or of another corporation, by reason
of reorganization, merger, consolidation, recapitalization,
reclassification, stock split up, combination of shares, or a
dividend payable in capital stock, appropriate adjustment shall
be made by the Committee in the number and kind of shares as to
which outstanding Options, or portions thereof then unexercised,
shall be exercisable, to the end that the optionee's
proportionate interest shall be maintained as before the
II-4

occurrence of such event, and such adjustment of outstanding
Options shall be made without change of the total price
applicable to unexercised Options and with a corresponding
adjustment in the exercise price per share.

     Reload Options

     Options granted in 1995 will include the right to a reload
Option, subject to the availability of shares.  The Committee
will determine whether subsequent Options will include the right
to a reload Option.  A reload Option is a new nonqualified Option
granted upon exercise of the original Option if the original
Option is exercised by the stock-for-stock method.

     A reload Option:

     a.   is not available to optionees no longer employed by
          Sprint;
     
     b.   is not available upon the exercise of an Option which
          expires in less than one year from date of exercise;
     
     c.   has an exercise price equal to the fair market value of
          Sprint Common Stock on the date of the exercise of the
          original Option;
     
     d.   is granted for the number of shares equal to the sum of
     
          i.   the number of shares surrendered for payment of
               the exercise price of the original Option;
          
          ii.  the number of shares withheld from the exercise
               for the payment of income tax withholding; and
          
          iii. the number of shares delivered in payment of
               income tax withholding.
     
     e.   is exercisable in full beginning one year after the
          exercise of the original Option, provided the optionee
          has held the shares received in the exercise for at
          least six months, and remains exercisable for the
          remainder of the term of the original Option;
     
     f.   is not available upon the exercise of a reload Option.

                          COMMON STOCK
                                
     The authorized capital stock of Sprint consists of
500,000,000 shares of Sprint Common Stock and 20,000,000 shares
of Sprint Preferred Stock.  The authorized but unissued shares of
Sprint Preferred Stock are issuable in one or more series, with such
II-5

designations, preferences and relative, participating,
optional or special rights, if any, and the qualifications,
limitations or restrictions thereof as may be fixed and
determined by resolution of the Board of Directors of Sprint (the
"Sprint Board").

     The following are brief summaries of certain provisions with
respect to Sprint Common Stock, par value $2.50 per share,
contained in Sprint's Articles of Incorporation, as amended. Such
statements are qualified in their entirety by reference to such
Articles.  The term Preferred Stock, as hereinafter used,
includes the Preferred Stock-First Series, Convertible (the
"First Series"), Preferred Stock-Second Series, Convertible (the
"Second Series"), Preferred Stock-Third Series, 7-3/4% Cumulative
(the "Third Series"), and Preferred Stock-Fifth Series (the
"Fifth Series") and any other series hereinafter established by
the Sprint Board and issued by Sprint (including, if issued, the
Preferred Stock-Fourth Series, Junior Participating referred to
below under "Shareholder Rights").  Sprint Common Stock is listed
and traded on the New York, Chicago and Pacific Stock Exchanges.

Dividend Rights and Restrictions

     Subject to certain dividend restrictions of indentures and
other borrowing agreements and to the preferential rights of the
Preferred Stock, holders of Sprint Common Stock are entitled to
dividends as declared thereon by the Sprint Board only out of net
income or earned surplus.  The most restrictive covenants
applicable to dividends are contained in a revolving credit
agreement.  Among other restrictions, this agreement requires
Sprint to maintain specified levels of consolidated net worth, as
defined.  As a result of this requirement, $1.67 billion of
Sprint's $2.73 billion consolidated retained earnings was
effectively restricted from payment of dividends as of December
31, 1994.  Before any dividends on Sprint Common Stock may be
paid or declared and set apart for payment, full cumulative
dividends on the Sprint Preferred Stock must be paid or declared
and set apart for payment.  If Sprint fails to purchase the Fifth
Series shares upon tender by the holders, it is precluded from
declaring or paying dividends on its Common Stock until it has
deposited the funds necessary for the purchase of such shares.
Upon the issuance of other series of Preferred Stock, the Sprint
Board may provide for dividend restrictions on Sprint Common
Stock as to such series.

Voting Rights

     Except as hereinafter noted, holders of Sprint Common Stock
and the First Series, the Second Series and the Fifth Series are
entitled at each stockholders' meeting of Sprint, as to each
matter to be voted upon, to cast one vote for each share held of
record on the books of Sprint.

     The Preferred Stock is entitled to vote as a class with
respect to certain matters affecting preferences of the Preferred
Stock or creating prior ranking or parity stock.  If six
quarterly dividends on any series of the Preferred Stock are in
arrears, or if any sinking fund payment on any series of the
Sprint Preferred Stock has been in arrears
II-6

for more than one year, the number of Sprint's directors will be 
increased by two and the holders of Preferred Stock voting as a 
class will be entitled to elect two directors until all arrears 
in dividends and sinking fund payments have been paid, and in such 
event Sprint Common Stock and all voting series of the Preferred 
Stock would be entitled to elect the remaining directors. If no
dividends or less than full cumulative dividends on the Fifth
Series shall have been paid for each of four consecutive dividend
periods, or if arrearages in the payment of dividends on the
Fifth Series shall have cumulated in an amount equal to full
cumulative dividends on the Fifth Series for six quarterly
dividend periods, the holders of the Fifth Series, acting alone,
will be entitled to elect the smallest number constituting a
majority of Sprint's Directors then to be elected until all
arrears in such dividends are paid or set aside for payment.

     The Sprint Board is divided into three classes, with each
class consisting, as nearly as possible, of one-third of the
total number of directors and serving a staggered three-year
term.  Only one class is elected each year, and it is elected for
a three-year term.  Sprint stockholders are not entitled to
cumulative voting rights in the election of directors.

     Sprint's Articles of Incorporation require that certain
business combinations initiated by a holder of at least 10
percent of Sprint's voting stock must be approved by the holders
of 80 percent of the outstanding voting stock.

Restriction on Purchase of Equity Securities by Sprint

     Sprint's Articles of Incorporation prohibit Sprint from
purchasing its own equity securities from an owner of 5 percent
or more of such equity securities (if any of the securities have
been held for less than two years) at a premium over market price
unless Sprint either (1) obtains the approval of the holders of a
majority of the shares of Sprint's outstanding voting stock
(excluding the shares held by the 5 percent security holder) or
(2) makes a tender or exchange offer to purchase securities of
the same class on the same terms to all holders of such equity
securities.

Shareholder Rights

     Each share of Sprint Common Stock issued prior to the
occurrence of certain takeover events has one-half of a Right
attached in accordance with the terms of a Shareholder Rights
Plan adopted by Sprint on August 8, 1989.  The Rights do not
become exercisable and do not separate from the shares of Common
Stock until the occurrence of such takeover events.  Each Right,
when it becomes exercisable, entitles the holder to purchase a
unit consisting of one one-hundredth of a share of Preferred
Stock-Fourth Series, Junior Participating at a price of $235 per
unit, or to purchase Sprint Common Stock or common stock of the
acquiring company having a value equal to two times the exercise
price of the Right, depending upon the circumstances.  Under
certain circumstances, Rights beneficially owned by a person or
group of affiliated or associated persons who have acquired, or
obtained the right to acquire, beneficial
II-7

ownership of 20 percent or more of the outstanding shares of 
Sprint Common Stock become null and void.  The Rights may be 
redeemed by Sprint at a price of one cent per Right and expire 
on September 8, 1999.

Liquidation Rights

     In the event of liquidation, holders of Sprint Common Stock
will be entitled to share ratably in any assets remaining after
the satisfaction in full of the prior rights of creditors,
including holders of Sprint indebtedness, and the aggregate
liquidation preference of any Sprint Preferred Stock then
outstanding.

Preemptive Rights

     No holder of shares of Sprint Common Stock or any other
capital stock of Sprint is entitled to preemptive rights or
subscription rights, other than pursuant to the Rights referred
to under "Shareholder Rights" above.

Fully Paid

     The outstanding shares of Sprint Common Stock are, and the
shares of Sprint Common Stock offered hereby when issued will be,
fully paid and nonassessable.

Transfer Agents and Registrars

     The Transfer Agents and Registrars for Sprint Common Stock
are UMB Bank, n.a. (Missouri), and Chemical Bank (New York).

Item 5.   Interests of Named Experts and Counsel.

     The validity of the Options and the shares of Sprint Common
Stock to be issued under the Management Incentive Stock Option
Plan was passed upon by Don A. Jensen, Esq., Vice President and
Secretary of Sprint.

Item 6.   Indemnification of Directors and Officers.

     Consistent with Section 17-6305 of the Kansas Statutes
Annotated, Article IV, Section 11 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 11, 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
II-8

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 be required 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 11 and indemnify directors and officers of Sprint against
additional liabilities not indemnified under Section 11.

     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    Exhibit

 4A.     Article Fifth, Article Sixth, Article Seventh and
          Article Eighth of the Articles of Incorporation of
          Sprint Corporation (the Articles of Incorporation are
          filed as Exhibit 4 to Sprint Corporation's Current
          Report on Form 8-K dated March 9, 1993 and incorporated
          herein by reference).
 
 4B.     Rights Agreement dated as of August 8, 1989, between
          Sprint Corporation (formerly United Telecommunications,
          Inc.) and UMB Bank, n.a. (formerly United Missouri Bank
          of Kansas City, N.A.) as Rights Agent (filed as Exhibit
          2(b) to Sprint Corporation's Registration Statement on
          Form 8-A dated August 11, 1989 (File No. 1-4721) and
          incorporated herein by reference).
 
 4C.     Amendment and supplement dated June 4, 1992 to Rights
          Agreement dated as of August 8, 1989 (filed as Exhibit
          2(c) to Amendment No. 1 on Form 8 dated June 8, 1992 to
          Sprint Corporation's Registration Statement on Form 8-A
          dated August 11, 1989 (File No. 1-4721), and
          incorporated herein by reference).
 
 5.      Opinion and consent of Don A. Jensen, Esq.
 
 23-A.   Consent of Ernst & Young LLP.
 
 23-B.   Consent of Arthur Andersen LLP.
II-9

 23-C.   Consent of Don A. Jensen, Esq. is contained in his
         opinion filed as Exhibit 5.
 
 24.     Power of Attorney is contained on page II-11 of this
          Registration Statement.
 
 99      Management Incentive Stock Option Plan.
 
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
II-10

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-11

                            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 2nd day of March, 1995.

                              SPRINT CORPORATION

                                              
                              By /s/ W.T. Esrey
                                 (W. T. Esrey, Chairman of the Board)

                        POWER OF ATTORNEY

     We, the undersigned officers and directors of Sprint
Corporation, hereby severally constitute W. T. Esrey, 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   )  
                        Chief Executive Officer     )  
/s/ W. T. Esrey         (Principal Executive        )  
(W. T. Esrey)           Officer)                    )
                                                    )  
                                                    )  
                        Executive Vice President    )  
                        and Chief Financial Officer )  
/s/ A. B. Krause        (Principal Financial        )  March 2, 1995
(A. B. Krause)          Officer)                    )  
                                                    )  
                                                    )  
                        Senior Vice President and   )  
                        Controller                  )  
                        (Principal Accounting       )  
/s/ John P. Meyer       Officer)                    )
(J. P. Meyer)                                       )
II-12
Name                    Title                          Date
) 
/s/ DuBose Ausley       Director                    )  
(DuBose Ausley)                                     )  
                                                    )  
/s/ W. L. Batts         Director                    )  
(W. L. Batts)                                       )  
                                                    )  
/s/ Ruth M. Davis       Director                    )  
(R. M. Davis)                                       )  
                                                    )  
/s/ Donald J. Hall      Director                    )  
(D. J. Hall)                                        )  
                                                    )  
/s/ P. H. Henson        Director                    )  
(P. H. Henson)                                      )  
                                                    )  
/s/ H. S. Hook          Director                    )  
(H. S. Hook)                                        )  
                                                    )  
/s/ R. E. R. Huntley    Director                    )  March 2, 1995
(R. E. R. Huntley)                                  )  
                                                    )  
/s/ Ronald T. LeMay     Director                    )  
(R. T. LeMay)                                       )  
                                                    )  
/s/ Linda K. Lorimer    Director                    )  
(L. K. Lorimer)                                     )  
                                                    )  
                        Director                    )  
(C. H. Price II)                                    )  
                                                    )  
/s/ F. E. Reed          Director                    )  
(F. E. Reed)                                        )  
                                                    )  
/s/ C. E. Rice          Director                    )  
(C. E. Rice)                                        )  
                                                    )  
/s/ Stewart Turley      Director                    )  
(Stewart Turley)                                    )
Exhibit Index
              
Exhibit
Number                                                           Page

 4A.     Article Fifth, Article Sixth, Article Seventh and
         Article Eighth of the Articles of Incorporation of
         Sprint Corporation (the Articles of Incorporation
         are filed as Exhibit 4 to Sprint Corporation's
         Current Report on Form 8-K dated March 9, 1993 and
         incorporated herein by reference).
 
 4B.     Rights Agreement dated as of August 8, 1989,
         between Sprint Corporation (formerly United
         Telecommunications, Inc.) and UMB Bank, n.a.
         (formerly United Missouri Bank of Kansas City,
         N.A.) as Rights Agent (filed as Exhibit 2(b) to
         Sprint Corporation's Registration Statement on
         Form 8-A dated August 11, 1989 (File No. 1-4721)
         and incorporated herein by reference).
 
 4C.     Amendment and supplement dated June 4, 1992 to
         Rights Agreement dated as of August 8, 1989 (filed
         as Exhibit 2(c) to Amendment No. 1 on Form 8 dated
         June 8, 1992 to Sprint Corporation's Registration
         Statement on Form 8-A dated August 11, 1989 (File
         No. 1-4721), and incorporated herein by
         reference).
 
 5.      Opinion and consent of Don A. Jensen, Esq.
 
 23-A.   Consent of Ernst & Young LLP.
 
 23-B.   Consent of Arthur Andersen LLP.
 
 23-C.   Consent of Don A. Jensen, Esq. is contained in his
         opinion filed as Exhibit 5.
 
 26.     Power of Attorney is contained on page II-11 of
         this Registration Statement.
 
 99.     Management Incentive Stock Option Plan.