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)
                            ------------------------

                     1997 LONG-TERM STOCK INCENTIVE PROGRAM
                            (Full title of the Plan)
                            ------------------------

                              CLAUDIA S. TOUSSAINT
       Vice President - Law, Corporate Governance 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>

                           CALCULATION OF REGISTRATION FEE

<CAPTION>

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

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

FON Common Stock,
Series 1, $2.00 par
value (including the
associated preferred
stock purchase rights)
(2). . . . . . . . . .   12,000,000   $17.515(3) $210,180,000.00(3)  $17,003.56

PCS Common Stock,
Series 1, $1.00 par
value (including the
associated preferred
stock purchase rights)
(4). . . . . . . . . .    8,000,000   $  5.98(5) $ 47,840,000.00(5)  $ 3,870.26


<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)  and PCS Common  Stock,  Series 1 (and  associated
     preferred   stock  purchase   rights)  that  may  be  issued   pursuant  to
     anti-dilution  and  adjustment  provisions  of  the  1997  Long-Term  Stock
     Incentive Program.
</FN>

<FN>
(2)  Each  share of FON  Common  Stock,  Series 1 also  includes  one-half  of a
     preferred stock purchase right (FON Group 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 January 9, 2004,  as reported in the  consolidated
     reporting system, was $17.515.
</FN>

<FN>
(4)  Each  share of PCS  Common  Stock,  Series 1 also  includes  one-half  of a
     preferred stock purchase right (PCS Group Right). No separate consideration
     is  payable  for  the  preferred  stock  purchase  rights.  Accordingly  no
     additional registration fee is required.
</FN>

<FN>
(5)  Estimated  solely for  purposes  of  determining  the  registration  fee in
     accordance with Rule  457(h)(1).  The average of the high and low prices of
     the PCS Common  Stock on January 9, 2004,  as reported in the  consolidated
     reporting system, was $5.98.
</FN>
</TABLE>

<PAGE>






                                Explanatory Note


     The  shares  of  common  stock  registered  pursuant  to this  registration
statement  will be issued  under the 1997  Long-Term  Stock  Incentive  Program,
including  shares to be issued  pursuant to plans  adopted by Sprint's  board of
directors  under and pursuant to the terms of the 1997 Long-Term Stock Incentive
Program,  such as the 1990 Stock Option Plan and the 1990 Restricted Stock Plan.
In addition to this registration  statement,  separate  registration  statements
have been filed registering  shares of common stock for issuance pursuant to the
1990  Stock  Option  Plan  (Nos.  33-59349,  333-46491,   333-68739,  333-54108,
333-59124 and  333-103691),  for issuance  pursuant to the 1990 Restricted Stock
Plan (No. 333-103689),  for issuance as Outside Directors' Shares under the 1997
Long-Term Stock Incentive Program (No. 33-25449) and for issuance on exercise of
Outside  Directors'  Stock  Options  under the 1997  Long-Term  Stock  Incentive
Program  (No.  33-31802).  The  remaining  unsold  shares on these  registration
statements  remain  available  for issuance  under the specific  plan or type of
award for which the registration statement was filed.




<PAGE>


  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     The following  documents  filed by Sprint  Corporation  ("Sprint") with the
Securities and Exchange  Commission  (File No. 1-04721) are incorporated in this
Registration Statement by reference:

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

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

     o    Sprint's  Quarterly Report on Form 10-Q for the quarter ended June 30,
          2003.

     o    Sprint's Quarterly Report on Form 10-Q for the quarter ended September
          30, 2003.

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

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

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

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

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

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

     o    Sprint's Current Report on Form 8-K/A dated October 14, 2003 and filed
          December 2, 2003.

     o    Sprint's  Current  Report on Form 8-K dated December 1, 2003 and filed
          December 4, 2003.

     o    Sprint's  Current  Report on Form 8-K dated December 8, 2003 and filed
          December 9, 2003.


                                        II-1

<PAGE>

     o    Description  of FON  Common  Stock  contained  in  Amendment  No. 6 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's FON
          Common Stock, filed December 17, 2003.

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

     o    Description  of PCS  Common  Stock  contained  in  Amendment  No. 6 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's PCS
          Common Stock, filed December 17, 2003.

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

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

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
the  related  FON Group  Rights and PCS Common  Stock and the  related PCS Group
Rights to be issued under the 1997 Long-Term Stock Incentive  Program was passed
upon by Michael T. Hyde, Assistant Secretary of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 9 of the  Bylaws of Sprint  provides  that  Sprint  will  indemnify
directors and officers of the corporation against expenses, judgments, fines and
amounts paid in settlement in connection with any action,  suit or proceeding if
the director or officer acted in good faith and in a manner reasonably  believed
to be in or not opposed to the

                                        II-2

<PAGE>


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-3

<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 Restated
     Articles of Incorporation of Sprint Corporation.  The Restated Articles are
     filed  as  Exhibit  3.1  to  Amendment   No.  6  to  Sprint   Corporation's
     Registration  Statement on Form 8-A relating to Sprint's FON Common  Stock,
     filed December 17, 2003, and incorporated herein by reference.

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

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

4-D. Provisions  regarding 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.
     Provisions  regarding the Capital Stock  Committee are set forth in Article
     IV,  Section 12 of the  Bylaws.  The  Bylaws  are filed as Exhibit  3(b) to
     Sprint  Corporation's  Quarterly  Report on Form 10-Q for the quarter ended
     September 30, 2003, and incorporated herein by reference.

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

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


                                        II-4

<PAGE>


4-G  1997 Long-Term  Stock  Incentive  Program (filed as Exhibit 10(k) to Sprint
     Corporation's  Annual Report on Form 10-K/A for the year ended December 31,
     2001 and incorporated by reference).

4-H. 1990 Restricted  Stock Plan, as amended (filed as Exhibit (10)(g) to Sprint
     Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
     2002 and incorporated herein by reference).

4-I. 1990 Stock  Option  Plan,  as amended  (filed as Exhibit  (10)(f) to Sprint
     Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
     2002 and incorporated herein by reference).

4-J. Long-Term  Incentive  Compensation Plan, as amended (filed as Exhibit 10(i)
     to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1996, and incorporated herein by reference).

4-K. Special Award Stock Plan (filed as Exhibit  10(bb) to Sprint  Corporation's
     Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 and
     incorporated herein by reference).

4-L. Form of Award Agreement  (awarding  restricted  stock units) with Directors
     (filed as Exhibit 10(g) to Sprint  Corporation's  Quarterly  Report on Form
     10-Q for the  quarter  ended  June  30,  2003 and  incorporated  herein  by
     reference).

4-M. Form of Award Agreement (awarding restricted stock units and stock options)
     with  Executive  Officers  (filed as Exhibit 10(h) to Sprint  Corporation's
     Quarterly  Report  on Form 10-Q for the  quarter  ended  June 30,  2003 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-7 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-5

<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-6

<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 16th day of
January, 2004.

                              SPRINT CORPORATION



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


                                POWER OF ATTORNEY

     We, the undersigned  officers and directors of Sprint  Corporation,  hereby
severally  constitute G. D. Forsee,  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

/s/ G. D. Forsee        Chief Executive Officer and )
(G. D. Forsee           Director                    )
                        (Principal Executive        )
                        Officer)                    )
                                                    )
                                                    )
/s/ Robert J. Dellinger Executive Vice President    )
(R. J. Dellinger        and Chief Financial Officer )   January  16, 2004
                        (Principal Financial Officer)
                                                    )
                                                    )
/s/ J. P. Meyer         Senior Vice President and   )
(J. P. Meyer)           Controller                  )
                        (Principal Accounting       )
                        Officer)                    )



                                        II-7

<PAGE>


                                                    )
/s/ DuBose Ausley                                   )
(DuBose Ausley)         Director                    )
                                                    )
/s/ E. L. Draper, Jr.                               )
(E. Linn Draper, Jr.)   Director                    )
                                                    )
/s/ I. O. Hockaday, Jr.                             )
(I. O. Hockaday, Jr.)   Director                    )
                                                    )
/s/ Linda K. Lorimer                                )
(L. K. Lorimer)         Director                    )
                                                    )
/s/ C. E. Rice                                      )     January  16, 2004
(C. E. Rice)            Director                    )
                                                    )
/s/ Louis W. Smith                                  )
(Louis W. Smith)        Director                    )
                                                    )
/s/ Gerald L. Storch                                )
(Gerald L. Storch)      Director                    )
                                                    )
/s/ Stewart Turley                                  )
(Stewart Turley)        Director                    )
                                                    )










                                        II-8

<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 Restated
     Articles of Incorporation of Sprint Corporation.  The Restated Articles are
     filed  as  Exhibit  3.1  to  Amendment   No.  6  to  Sprint   Corporation's
     Registration  Statement on Form 8-A relating to Sprint's FON Common  Stock,
     filed December 17, 2003, and incorporated herein by reference.

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

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

4-D. Provisions  regarding 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.
     Provisions  regarding the Capital Stock  Committee are set forth in Article
     IV,  Section 12 of the  Bylaws.  The  Bylaws  are filed as Exhibit  3(b) to
     Sprint  Corporation's  Quarterly  Report on Form 10-Q for the quarter ended
     September 30, 2003, and incorporated herein by reference.

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

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


<PAGE>



4-G  1997 Long-Term  Stock  Incentive  Program (filed as Exhibit 10(k) to Sprint
     Corporation's  Annual Report on Form 10-K/A for the year ended December 31,
     2001 and incorporated by reference).

4-H. 1990 Restricted  Stock Plan, as amended (filed as Exhibit (10)(g) to Sprint
     Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
     2002 and incorporated herein by reference).

4-I. 1990 Stock  Option  Plan,  as amended  (filed as Exhibit  (10)(f) to Sprint
     Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
     2002 and incorporated herein by reference).

4-J. Long-Term  Incentive  Compensation Plan, as amended (filed as Exhibit 10(i)
     to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1996, and incorporated herein by reference).

4-K. Special Award Stock Plan (filed as Exhibit  10(bb) to Sprint  Corporation's
     Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 and
     incorporated herein by reference).

4-L. Form of Award Agreement  (awarding  restricted  stock units) with Directors
     (filed as Exhibit 10(g) to Sprint  Corporation's  Quarterly  Report on Form
     10-Q for the  quarter  ended  June  30,  2003 and  incorporated  herein  by
     reference).

4-M. Form of Award Agreement (awarding restricted stock units and stock options)
     with  Executive  Officers  (filed as Exhibit 10(h) to Sprint  Corporation's
     Quarterly  Report  on Form 10-Q for the  quarter  ended  June 30,  2003 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-7 of this Registration Statement.
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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)
                            ------------------------

                     1997 LONG-TERM STOCK INCENTIVE PROGRAM
                            (Full title of the Plan)
                            ------------------------

                              CLAUDIA S. TOUSSAINT
       Vice President - Law, Corporate Governance 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
                                     maximum       maximum
                         Amount      offering     aggregate        Amount of
 Title of securities      to be      price per    offering       Registration
 To be registered     registered(1)    unit         price             Fee
FON Common Stock,
Series 1, $2.00 par
value (including the
associated preferred
stock purchase rights)
(2). . . . . . . . . .   12,000,000   $17.515(3) $210,180,000.00(3)  $17,003.56

PCS Common Stock,
Series 1, $1.00 par
value (including the
associated preferred
stock purchase rights)
(4). . . . . . . . . .    8,000,000   $  5.98(5) $ 47,840,000.00(5)  $ 3,870.26
(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)  and PCS Common  Stock,  Series 1 (and  associated
     preferred   stock  purchase   rights)  that  may  be  issued   pursuant  to
     anti-dilution  and  adjustment  provisions  of  the  1997  Long-Term  Stock
     Incentive Program.
(2)  Each  share of FON  Common  Stock,  Series 1 also  includes  one-half  of a
     preferred stock purchase right (FON Group 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 January 9, 2004,  as reported in the  consolidated
     reporting system, was $17.515.
(4)  Each  share of PCS  Common  Stock,  Series 1 also  includes  one-half  of a
     preferred stock purchase right (PCS Group Right). No separate consideration
     is  payable  for  the  preferred  stock  purchase  rights.  Accordingly  no
     additional registration fee is required.
(5)  Estimated  solely for  purposes  of  determining  the  registration  fee in
     accordance with Rule  457(h)(1).  The average of the high and low prices of
     the PCS Common  Stock on January 9, 2004,  as reported in the  consolidated
     reporting system, was $5.98.
Explanatory Note

     The  shares  of  common  stock  registered  pursuant  to this  registration
statement  will be issued  under the 1997  Long-Term  Stock  Incentive  Program,
including  shares to be issued  pursuant to plans  adopted by Sprint's  board of
directors  under and pursuant to the terms of the 1997 Long-Term Stock Incentive
Program,  such as the 1990 Stock Option Plan and the 1990 Restricted Stock Plan.
In addition to this registration  statement,  separate  registration  statements
have been filed registering  shares of common stock for issuance pursuant to the
1990  Stock  Option  Plan  (Nos.  33-59349,  333-46491,   333-68739,  333-54108,
333-59124 and  333-103691),  for issuance  pursuant to the 1990 Restricted Stock
Plan (No. 333-103689),  for issuance as Outside Directors' Shares under the 1997
Long-Term Stock Incentive Program (No. 33-25449) and for issuance on exercise of
Outside  Directors'  Stock  Options  under the 1997  Long-Term  Stock  Incentive
Program  (No.  33-31802).  The  remaining  unsold  shares on these  registration
statements  remain  available  for issuance  under the specific  plan or type of
award for which the registration statement was filed.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following  documents  filed by Sprint  Corporation  ("Sprint") with the
Securities and Exchange  Commission  (File No. 1-04721) are incorporated in this
Registration Statement by reference:

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

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

     o    Sprint's  Quarterly Report on Form 10-Q for the quarter ended June 30,
          2003.

     o    Sprint's Quarterly Report on Form 10-Q for the quarter ended September
          30, 2003.

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

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

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

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

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

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

     o    Sprint's Current Report on Form 8-K/A dated October 14, 2003 and filed
          December 2, 2003.

     o    Sprint's  Current  Report on Form 8-K dated December 1, 2003 and filed
          December 4, 2003.

     o    Sprint's  Current  Report on Form 8-K dated December 8, 2003 and filed
          December 9, 2003.

                                        II-1
o    Description  of FON  Common  Stock  contained  in  Amendment  No. 6 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's FON
          Common Stock, filed December 17, 2003.

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

     o    Description  of PCS  Common  Stock  contained  in  Amendment  No. 6 to
          Sprint's  Registration  Statement on Form 8-A relating to Sprint's PCS
          Common Stock, filed December 17, 2003.

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

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

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
the  related  FON Group  Rights and PCS Common  Stock and the  related PCS Group
Rights to be issued under the 1997 Long-Term Stock Incentive  Program was passed
upon by Michael T. Hyde, Assistant Secretary of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 9 of the  Bylaws of Sprint  provides  that  Sprint  will  indemnify
directors and officers of the corporation against expenses, judgments, fines and
amounts paid in settlement in connection with any action,  suit or proceeding if
the director or officer acted in good faith and in a manner reasonably  believed
to be in or not opposed to the

                                        II-2
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-3
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 Restated
     Articles of Incorporation of Sprint Corporation.  The Restated Articles are
     filed  as  Exhibit  3.1  to  Amendment   No.  6  to  Sprint   Corporation's
     Registration  Statement on Form 8-A relating to Sprint's FON Common  Stock,
     filed December 17, 2003, and incorporated herein by reference.

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

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

4-D. Provisions  regarding 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.
     Provisions  regarding the Capital Stock  Committee are set forth in Article
     IV,  Section 12 of the  Bylaws.  The  Bylaws  are filed as Exhibit  3(b) to
     Sprint  Corporation's  Quarterly  Report on Form 10-Q for the quarter ended
     September 30, 2003, and incorporated herein by reference.

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

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

                                        II-4
4-G  1997 Long-Term  Stock  Incentive  Program (filed as Exhibit 10(k) to Sprint
     Corporation's  Annual Report on Form 10-K/A for the year ended December 31,
     2001 and incorporated by reference).

4-H. 1990 Restricted  Stock Plan, as amended (filed as Exhibit (10)(g) to Sprint
     Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
     2002 and incorporated herein by reference).

4-I. 1990 Stock  Option  Plan,  as amended  (filed as Exhibit  (10)(f) to Sprint
     Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
     2002 and incorporated herein by reference).

4-J. Long-Term  Incentive  Compensation Plan, as amended (filed as Exhibit 10(i)
     to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1996, and incorporated herein by reference).

4-K. Special Award Stock Plan (filed as Exhibit  10(bb) to Sprint  Corporation's
     Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 and
     incorporated herein by reference).

4-L. Form of Award Agreement  (awarding  restricted  stock units) with Directors
     (filed as Exhibit 10(g) to Sprint  Corporation's  Quarterly  Report on Form
     10-Q for the  quarter  ended  June  30,  2003 and  incorporated  herein  by
     reference).

4-M. Form of Award Agreement (awarding restricted stock units and stock options)
     with  Executive  Officers  (filed as Exhibit 10(h) to Sprint  Corporation's
     Quarterly  Report  on Form 10-Q for the  quarter  ended  June 30,  2003 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-7 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-5
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-6
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 16th day of
January, 2004.

                              SPRINT CORPORATION

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

                                POWER OF ATTORNEY

     We, the undersigned  officers and directors of Sprint  Corporation,  hereby
severally  constitute G. D. Forsee,  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

/s/ G. D. Forsee        Chief Executive Officer and )
(G. D. Forsee           Director                    )
                        (Principal Executive        )
                        Officer)                    )
                                                    )
                                                    )
/s/ Robert J. Dellinger Executive Vice President    )
(R. J. Dellinger        and Chief Financial Officer )   January  16, 2004
                        (Principal Financial Officer)
                                                    )
                                                    )
/s/ J. P. Meyer         Senior Vice President and   )
(J. P. Meyer)           Controller                  )
                        (Principal Accounting       )
                        Officer)                    )

                                        II-7
)
/s/ DuBose Ausley                                   )
(DuBose Ausley)         Director                    )
                                                    )
/s/ E. L. Draper, Jr.                               )
(E. Linn Draper, Jr.)   Director                    )
                                                    )
/s/ I. O. Hockaday, Jr.                             )
(I. O. Hockaday, Jr.)   Director                    )
                                                    )
/s/ Linda K. Lorimer                                )
(L. K. Lorimer)         Director                    )
                                                    )
/s/ C. E. Rice                                      )     January  16, 2004
(C. E. Rice)            Director                    )
                                                    )
/s/ Louis W. Smith                                  )
(Louis W. Smith)        Director                    )
                                                    )
/s/ Gerald L. Storch                                )
(Gerald L. Storch)      Director                    )
                                                    )
/s/ Stewart Turley                                  )
(Stewart Turley)        Director                    )
                                                    )

                                        II-8
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 Restated
     Articles of Incorporation of Sprint Corporation.  The Restated Articles are
     filed  as  Exhibit  3.1  to  Amendment   No.  6  to  Sprint   Corporation's
     Registration  Statement on Form 8-A relating to Sprint's FON Common  Stock,
     filed December 17, 2003, and incorporated herein by reference.

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

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

4-D. Provisions  regarding 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.
     Provisions  regarding the Capital Stock  Committee are set forth in Article
     IV,  Section 12 of the  Bylaws.  The  Bylaws  are filed as Exhibit  3(b) to
     Sprint  Corporation's  Quarterly  Report on Form 10-Q for the quarter ended
     September 30, 2003, and incorporated herein by reference.

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

4-F. Amended and Restated Standstill Agreement dated as of November 23, 1998, by
     and among Sprint Corporation, France Telecom and Deutsche Telekom AG (filed
     as Exhibit 4E to  Post-Effective  Amendment  No. 2 to Sprint  Corporation's
     Registration  Statement on Form S-3 (No. 33-58488) and incorporated  herein
     by reference),  as amended by the Master  Transfer  Agreement dated January
     21,  2000  between  and among  France  Telecom,  Deutsche  Telekom  AG, NAB
     Nordamerika  Beteiligungs  Holding GmbH,  Atlas  Telecommunications,  S.A.,
     Sprint  Corporation,  Sprint Global  Venture,  Inc. and the JV Entities set
     forth in  Schedule II thereto  (filed as Exhibit 2 to Sprint  Corporation's
     Current Report on Form 8-K dated January 26, 2000 and  incorporated  herein
     by reference).
4-G  1997 Long-Term  Stock  Incentive  Program (filed as Exhibit 10(k) to Sprint
     Corporation's  Annual Report on Form 10-K/A for the year ended December 31,
     2001 and incorporated by reference).

4-H. 1990 Restricted  Stock Plan, as amended (filed as Exhibit (10)(g) to Sprint
     Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
     2002 and incorporated herein by reference).

4-I. 1990 Stock  Option  Plan,  as amended  (filed as Exhibit  (10)(f) to Sprint
     Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
     2002 and incorporated herein by reference).

4-J. Long-Term  Incentive  Compensation Plan, as amended (filed as Exhibit 10(i)
     to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1996, and incorporated herein by reference).

4-K. Special Award Stock Plan (filed as Exhibit  10(bb) to Sprint  Corporation's
     Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 and
     incorporated herein by reference).

4-L. Form of Award Agreement  (awarding  restricted  stock units) with Directors
     (filed as Exhibit 10(g) to Sprint  Corporation's  Quarterly  Report on Form
     10-Q for the  quarter  ended  June  30,  2003 and  incorporated  herein  by
     reference).

4-M. Form of Award Agreement (awarding restricted stock units and stock options)
     with  Executive  Officers  (filed as Exhibit 10(h) to Sprint  Corporation's
     Quarterly  Report  on Form 10-Q for the  quarter  ended  June 30,  2003 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-7 of this Registration Statement.