Registration No. 333-

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

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

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


            Post Office Box 7997, Shawnee Mission, Kansas 66207-0997
                    (Address of principal executive offices)
                            ------------------------

                       1988 EMPLOYEES STOCK PURCHASE PLAN
                            (Full title of the Plan)
                            ------------------------

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

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


<TABLE>

<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

                                                            Proposed          Proposed
                                            Amount           maximum           maximum          Amount of
 Title of securities                        to be         offering price      aggregate        Registration
  To be registered                      registered(1)        per unit       offering price          Fee


FON Common Stock, Series 1,
$2.00 par value (including
the associated  preferred                 20,004,186         $17.22(3)    $344,472,082.92(3)  $43,644.62(4)
stock purchase rights) (2)


<FN>
(1)  This  Registration  Statement  also relates to an  indeterminate  number of
     additional shares of FON Common Stock,  Series 1 (and associated  preferred
     stock purchase  rights) that may be issued  pursuant to  anti-dilution  and
     adjustment provisions of the 1988 Employees Stock Purchase Plan.
</FN>
<FN>
(2)  Each  share of FON  Common  Stock,  Series 1 also  includes  one-half  of a
     preferred  stock  purchase  right  (Right).  No separate  consideration  is
     payable for the preferred stock purchase rights.  Accordingly no additional
     registration fee is required.
</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 FON Common  Stock on May 17,  2004,  as  reported  in the  consolidated
     reporting system, was $17.22.
</FN>
<FN>
(4)  Of the amount due, the entire amount has previously been paid in connection
     with the  registration  of shares of PCS Common  Stock  under  Registration
     Statement No. 333-92809,  filed December 15, 1999, that have been withdrawn
     from registration.
</FN>

</TABLE>


<PAGE>


                                Explanatory Note


     The shares of FON common  stock  registered  pursuant to this  registration
statement  will be issued  under the 1988  Employees  Stock  Purchase  Plan.  In
addition to this registration  statement,  separate registration statements were
filed  registering  shares of FON common stock and PCS common stock for issuance
pursuant to the 1988 Employees  Stock Purchase Plan (Nos.  33-53695,  333-76755,
and 333-105244) and a separate registration statement was filed registering only
PCS common stock for issuance pursuant to the 1988 Employees Stock Purchase Plan
(No. 333-61462).

     In February 2004, Sprint's board of directors approved the recombination of
the PCS common stock and the FON common stock,  effective on April 23, 2004 (the
"Conversion  Date").  Each share of PCS common stock  outstanding  was converted
into .5 shares of FON common stock.  Following the Conversion Date, no shares of
PCS common stock may be issued.  Accordingly,  the purpose of this  registration
statement  is to register  20,004,186  shares of FON common stock to replace the
previously  registered  PCS  common  stock that had not been  issued  before the
Conversion Date.




<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,
          2003.

     o    Sprint's  Quarterly  Report on Form 10-Q/A for the quarter ended March
          31, 2004.

     o    Sprint's Current Report on Form 8-K dated February 28, 2004, and filed
          March 1, 2004.

     o    Sprint's  Current  Report on Form 8-K dated  March 2, 2004,  and filed
          March 3, 2004.

     o    Sprint's  Current  Report  on Form 8-K  dated  April 5, 2004 and filed
          April 5, 2004.

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

     o    Description  of  Rights  contained  in  Amendment  No.  5 to  Sprint's
          Registration  Statement on Form 8-A relating to Sprint's Rights, filed
          April 12, 2004,  and any  amendment or report filed for the purpose of
          updating that description.

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
this  Registration  Statement  from the date of the  filing  of such  documents.
Sprint expressly excludes from such incorporation information furnished pursuant
to Item 9 or Item 12 of any Current Report on Form 8-K, and the Audit  Committee
Report,  the Report of the  Compensation  Committee,  and the Performance  Graph
contained in any proxy  statement  filed by Sprint pursuant to Section 14 of the
Securities  Exchange  Act of  1934,  subsequent  to the date of  filing  of this
Registration  Statement  and  before  the  termination  of the  offering  of the
securities covered by this Registration Statement.


                                      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
the related Rights to be issued under the 1988 Employees Stock Purchase 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 Amended and Restated  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.

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

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

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


Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities  Act of 1933,  unless such  information  is  contained in a
          periodic  report  filed by the  registrant  pursuant  to Section 13 or
          Section


                                      II-3


<PAGE>

          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, 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-4

<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 18th day of
May, 2004.

                              SPRINT CORPORATION



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


                                POWER OF ATTORNEY

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

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

Name                    Title                                   Date

                           Chief Executive Officer and   )
/s/ Gary D. Forsee         Director)                     )
(G. D. Forsee)             (Principal Executive Officer  )
                                                         )
                                                         )
                           Executive Vice President      )
/s/ Robert J. Dellinger    and Chief Financial Officer   )   May 18, 2004
(R. J. Dellinger)          (Principal Financial Officer  )
                                                         )
                                                         )
/s/ J. P. Meyer            Senior Vice President and     )
(J. P. Meyer)              Controller                    )
                           (Principal Accounting Officer )



                                      II-5


<PAGE>

                                                         )
/s/ DuBose Ausley                                        )
(DuBose Ausley)         Director                         )
                                                         )
/s/ Gordon Bethune                                       )
(Gordon M. Bethune)     Director                         )
                                                         )
/s/ E. Linn Draper, Jr.                                  )
(E. Linn Draper, Jr.)   Director                         )
                                                         )
/s/ Deborah A. Henretta                                  )
(Deborah A. Henretta)   Director                         )
                                                         )
/s/ I. O. Hockaday, Jr.                                  )
(I. O. Hockaday, Jr.)   Director                         )
                                                         )
/s/ L. K. Lorimer                                        )
(L. K. Lorimer)         Director                         )
                                                         )
/s/ C. E. Rice                                           )   May 18, 2004
(C. E. Rice)            Director                         )
                                                         )
/s/ Louis W. Smith                                       )
(Louis W. Smith)        Director                         )
                                                         )
/s/ Gerald L. Storch                                     )
(Gerald L. Storch)      Director                         )
                                                         )




                                      II-6


<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number

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

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

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

25.  Power of Attorney is contained on page II-5 of this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "espp2004may.txt", "description": "1988 EMPLOYEES STOCK PURCHASE PLAN", "secsgml_size_bytes": 21698}]
{"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": "333-115607", "film-number": "04817038"}, "business-address": {"street1": "PO BOX 11315", "city": "KANSAS CITY", "state": "MO", "zip": "64112", "phone": "9136243000"}, "mail-address": {"street1": "PO BOX 11315", "city": "KANSAS CITY", "state": "MO", "zip": "64112"}, "former-company": [{"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}, {"former-conformed-name": "UNITED UTILITIES INC", "date-changed": "19731011"}]}
Registration No. 333-

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

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

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

            Post Office Box 7997, Shawnee Mission, Kansas 66207-0997
                    (Address of principal executive offices)
                            ------------------------

                       1988 EMPLOYEES STOCK PURCHASE PLAN
                            (Full title of the Plan)
                            ------------------------

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

          Telephone number, including area code, of agent for service:
                                 (913) 794-1513
                            ------------------------
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                            Amount           maximum           maximum          Amount of
 Title of securities                        to be         offering price      aggregate        Registration
  To be registered                      registered(1)        per unit       offering price          Fee

FON Common Stock, Series 1,
$2.00 par value (including
the associated  preferred                 20,004,186         $17.22(3)    $344,472,082.92(3)  $43,644.62(4)
stock purchase rights) (2)
(1)  This  Registration  Statement  also relates to an  indeterminate  number of
     additional shares of FON Common Stock,  Series 1 (and associated  preferred
     stock purchase  rights) that may be issued  pursuant to  anti-dilution  and
     adjustment provisions of the 1988 Employees Stock Purchase Plan.
(2)  Each  share of FON  Common  Stock,  Series 1 also  includes  one-half  of a
     preferred  stock  purchase  right  (Right).  No separate  consideration  is
     payable for the preferred stock purchase rights.  Accordingly no additional
     registration fee is required.
(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 FON Common  Stock on May 17,  2004,  as  reported  in the  consolidated
     reporting system, was $17.22.
(4)  Of the amount due, the entire amount has previously been paid in connection
     with the  registration  of shares of PCS Common  Stock  under  Registration
     Statement No. 333-92809,  filed December 15, 1999, that have been withdrawn
     from registration.
Explanatory Note

     The shares of FON common  stock  registered  pursuant to this  registration
statement  will be issued  under the 1988  Employees  Stock  Purchase  Plan.  In
addition to this registration  statement,  separate registration statements were
filed  registering  shares of FON common stock and PCS common stock for issuance
pursuant to the 1988 Employees  Stock Purchase Plan (Nos.  33-53695,  333-76755,
and 333-105244) and a separate registration statement was filed registering only
PCS common stock for issuance pursuant to the 1988 Employees Stock Purchase Plan
(No. 333-61462).

     In February 2004, Sprint's board of directors approved the recombination of
the PCS common stock and the FON common stock,  effective on April 23, 2004 (the
"Conversion  Date").  Each share of PCS common stock  outstanding  was converted
into .5 shares of FON common stock.  Following the Conversion Date, no shares of
PCS common stock may be issued.  Accordingly,  the purpose of this  registration
statement  is to register  20,004,186  shares of FON common stock to replace the
previously  registered  PCS  common  stock that had not been  issued  before the
Conversion Date.
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,
          2003.

     o    Sprint's  Quarterly  Report on Form 10-Q/A for the quarter ended March
          31, 2004.

     o    Sprint's Current Report on Form 8-K dated February 28, 2004, and filed
          March 1, 2004.

     o    Sprint's  Current  Report on Form 8-K dated  March 2, 2004,  and filed
          March 3, 2004.

     o    Sprint's  Current  Report  on Form 8-K  dated  April 5, 2004 and filed
          April 5, 2004.

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

     o    Description  of  Rights  contained  in  Amendment  No.  5 to  Sprint's
          Registration  Statement on Form 8-A relating to Sprint's Rights, filed
          April 12, 2004,  and any  amendment or report filed for the purpose of
          updating that description.

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
this  Registration  Statement  from the date of the  filing  of such  documents.
Sprint expressly excludes from such incorporation information furnished pursuant
to Item 9 or Item 12 of any Current Report on Form 8-K, and the Audit  Committee
Report,  the Report of the  Compensation  Committee,  and the Performance  Graph
contained in any proxy  statement  filed by Sprint pursuant to Section 14 of the
Securities  Exchange  Act of  1934,  subsequent  to the date of  filing  of this
Registration  Statement  and  before  the  termination  of the  offering  of the
securities covered by this Registration Statement.

                                      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
the related Rights to be issued under the 1988 Employees Stock Purchase 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 Amended and Restated  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.

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

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

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

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities  Act of 1933,  unless such  information  is  contained in a
          periodic  report  filed by the  registrant  pursuant  to Section 13 or
          Section

                                      II-3
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, 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-4
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 18th day of
May, 2004.

                              SPRINT CORPORATION

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

                                POWER OF ATTORNEY

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

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

Name                    Title                                   Date

                           Chief Executive Officer and   )
/s/ Gary D. Forsee         Director)                     )
(G. D. Forsee)             (Principal Executive Officer  )
                                                         )
                                                         )
                           Executive Vice President      )
/s/ Robert J. Dellinger    and Chief Financial Officer   )   May 18, 2004
(R. J. Dellinger)          (Principal Financial Officer  )
                                                         )
                                                         )
/s/ J. P. Meyer            Senior Vice President and     )
(J. P. Meyer)              Controller                    )
                           (Principal Accounting Officer )

                                      II-5
)
/s/ DuBose Ausley                                        )
(DuBose Ausley)         Director                         )
                                                         )
/s/ Gordon Bethune                                       )
(Gordon M. Bethune)     Director                         )
                                                         )
/s/ E. Linn Draper, Jr.                                  )
(E. Linn Draper, Jr.)   Director                         )
                                                         )
/s/ Deborah A. Henretta                                  )
(Deborah A. Henretta)   Director                         )
                                                         )
/s/ I. O. Hockaday, Jr.                                  )
(I. O. Hockaday, Jr.)   Director                         )
                                                         )
/s/ L. K. Lorimer                                        )
(L. K. Lorimer)         Director                         )
                                                         )
/s/ C. E. Rice                                           )   May 18, 2004
(C. E. Rice)            Director                         )
                                                         )
/s/ Louis W. Smith                                       )
(Louis W. Smith)        Director                         )
                                                         )
/s/ Gerald L. Storch                                     )
(Gerald L. Storch)      Director                         )
                                                         )

                                      II-6
EXHIBIT INDEX

Exhibit
Number

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

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

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

25.  Power of Attorney is contained on page II-5 of this Registration Statement.