Registration No. 333-_________

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            ------------------------

                            SPRINT NEXTEL 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.)

                2001 Edmund Halley Drive, Reston, Virginia 20191
                    (Address of Principal Executive Offices)
                            ------------------------

                    SPRINT NEXTEL DEFERRED COMPENSATION PLAN
                   SPRINT EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plans)
                            ------------------------

                            LEONARD J. KENNEDY, ESQ.
                                 General Counsel
                            Sprint Nextel Corporation
                            2001 Edmund Halley Drive
                             Reston, Virginia 20191
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (703) 433-4974

                            ------------------------

<TABLE>

<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                        Proposed        Proposed
                             Amount      maximum         maximum      Amount of
     Title of securities     to be    offering price    aggregate   registration
      to be registered    registered    per share    offering price     Fee
                                                           (1)

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

Deferred Compensation
Obligations(2). . . . . .  $25,000,000      N/A        $25,000,000      $2,657
Deferred Compensation
Obligations (3). . . . . . $47,000,000      N/A        $47,000,000      $5,029
Total Registration Fee                                                  $7,704

<FN>
(1)  Inaccordance  with Rule 457(h) of the  Securities  Act of 1933, as amended,
     this  estimate is made solely for purposes of  computing  the amount of the
     registration fee.
</FN>

<FN>
(2)  These Deferred Compensation  Obligations represent unsecured obligations of
     the  Registrant  to pay deferred  compensation  in the future in accordance
     with the provisions of the Sprint Nextel  Deferred  Compensation  Plan (the
     "Sprint  Nextel Plan").  The amount to be registered  represents the dollar
     amount of the compensation  deferred and deemed invested in accordance with
     the Sprint Nextel Plan.
</FN>

<FN>
(3)  These Deferred Compensation  Obligations represent unsecured obligations of
     the  Registrant  to pay deferred  compensation  in the future in accordance
     with the provisions of the Sprint Executive Deferred Compensation Plan (the
     "Sprint Plan"). The amount to be registered represents the dollar amount of
     the compensation deferred and deemed invested in accordance with the Sprint
     Plan.
</FN>

</TABLE>


<PAGE>

                                Explanatory Note


     The purpose of this  Registration  Statement is to register  $25,000,000 of
Sprint Nextel Corporation's deferred compensation obligations, to be offered and
sold under the Sprint  Nextel  Deferred  Compensation  Plan (the "Sprint  Nextel
Plan"),  and $47,000,000 of Sprint Nextel  Corporation's  deferred  compensation
obligations,  to be  offered  and  sold  under  the  Sprint  Executive  Deferred
Compensation Plan (the "Sprint Plan").


<PAGE>



           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

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

     o    Annual  Report on Form 10-K/A for the year ended  December  31,  2004,
          filed on April 29, 2005.

     o    Quarterly  Report on Form 10-Q for the quarter  ended March 31,  2005,
          filed May 9, 2005, Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2005, filed August 8, 2005, and Quarterly Report on Form 10-Q
          for the quarter ended September 30, 2005, filed November 9, 2005.

     o    Current  Reports on Form 8-K filed on January 21,  2005,  February 14,
          2005,  February 17, 2005,  March 15, 2005,  April 21, 2005 (of the two
          Current  Reports  filed on April 21, 2005,  only the filing made under
          Item 1.01 is incorporated herein by reference), May 20, 2005, June 10,
          2005, June 14, 2005, June 22, 2005, June 23, 2005 (two reports),  July
          11, 2005,  July 13, 2005 (two reports),  July 18, 2005, July 19, 2005,
          July 29, 2005,  August 4, 2005,  August 9, 2005 (two reports),  August
          12, 2005, August 16, 2005, August 17, 2005, August 18, 2005, September
          6, 2005, September 9, 2005, October 6, 2005, October 14, 2005, October
          31, 2005 and November 21, 2005.

     o    Current  Reports on Form 8-K/A filed on April 19, 2005 (two  reports),
          October 4, 2005 and December 5, 2005.

     All  documents  subsequently  filed by Sprint  Nextel  pursuant to Sections
13(a),  13(c), 14 and 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 (excluding any Current Reports on Form 8-K to the extent disclosure is
furnished and not filed).


Item 4.   Description of Securities

Sprint Nextel Plan

     The  securities  being  registered  under the Sprint Nextel Plan  represent
unsecured and unfunded  obligations (the  "Obligations") of Sprint Nextel to pay
to Eligible  Employees  and Eligible  Directors  who  participate  in the Sprint
Nextel  Plan,  upon   termination  of  employment   (whether  by  retirement  or
otherwise),  death, disability,


                                      II-1

<PAGE>

certain change of control events or upon one or more future date(s) specified by
the participants,  such  participants'  fees,  salary or incentive  compensation
(together with any gains, earnings or losses thereon),  the receipt of which the
participants  have elected to defer. The Obligations also may represent  amounts
that Sprint Nextel has contributed to a  participant's  account(s) as a match on
certain  deferred  amounts  under the Sprint  Nextel Plan.  Amounts  deferred or
contributed to a  participant's  account(s) are credited with gains,  losses and
earnings based on hypothetical investment directions made by the participant, in
accordance with investment  deferral  crediting  options and procedures  adopted
from time to time by the Employee  Benefits  Committee  in a manner  designed to
offer  diversification  across an array of asset classes. The investment options
will include phantom share units  representing  shares of Sprint Nextel's common
stock.  Participants are 100% vested in their accounts  relating to amounts that
they have deferred.  Accounts  relating to amounts  contributed by Sprint Nextel
may be  forefieted  in  certain  circumstances.  Participants  will  be  able to
transfer between investment options on any business day, but only four transfers
may be  made in  each  calendar  year  and  three  months  must  elapse  between
transfers.

     The Sprint Nextel Plan is administered by Sprint Nextel's Employee Benefits
Committee (the "Committee").

     Before the first day of each calendar year, a participant may file with the
Committee a deferred  compensation  agreement pursuant to which such participant
elects to make  deferrals of fees,  base salary  and/or  incentive  compensation
earned  during such year.  Any election by an Eligible  Employee is subject to a
maximum  limitation  (which, as of January 1, 2006,  includes a maximum deferral
limit of 75% of a participant's base salary and 100% of incentive compensation),
and to any other  rules  prescribed  by the  Committee  in its sole  discretion.
Directors may defer 100% of their annual retainer and meeting fees.

     Participants  will be able to  elect  payment  of  benefits  to  begin on a
specified  date at least  five (5) years in the  future or on the  participant's
separation  from service as an employee or director of Sprint Nextel (subject to
a six months delay to the extent  required under  Internal  Revenue Code Section
409A),  in the form of a lump sum or  annual  installments  over two to  fifteen
years.  Notwithstanding  the  participant's  election  and  subject to  Internal
Revenue Code Section 409A,  benefits will be  immediately  distributed in a lump
sum upon the participant's  death, the participant's  separation from service if
the  aggregate  account  balance  is less  than  $10,000,  if the  participant's
separation from service is in 2006, or $20,000 thereafter,  or the participant's
separation  from  service  is within  one year of a change in  control of Sprint
Nextel. In the event of a participant's long-term disability,  distribution will
began  immediately in a lump sum or installments as elected.  All  distributions
will be made in cash. Any distribution to a participant will be made in a manner
which is intended to satisfy the  requirements  of Section  409A of the Internal
Revenue Code and the regulations issued thereunder.

     The Obligations  are unsecured  general  obligations of Sprint Nextel.  The
obligations  are  not  subject  to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge, encumbrance,  attachment or garnishment. Any attempt by any
person to transfer or assign benefits under the Sprint Nextel Plan, other than a
claim for benefits by a participant or his or her beneficiary(ies), will be null
and void. There is no trading


                                      II-2


<PAGE>


market for the  Obligations.  Sprint Nextel may, at any time, amend or terminate
the Sprint  Nextel  Plan.  However,  no  amendment  can decrease the amount in a
participant's   account  at  the  time  the  amendment  is  adopted  unless  the
participant consents in writing to the amendment.

     The Obligations are not convertible into any security of Sprint Nextel.  No
trust has been  created or trustee  appointed to take action with respect to the
Obligations  and each  participant in the Sprint Nextel Plan will be responsible
for  enforcing  his or her own rights with  respect to the  Obligations.  Sprint
Nextel may (but shall not be obligated to) establish a trust or trusts,  or such
other funding  devices as the  Committee  shall deem  appropriate,  advisable or
desirable,  which  may take the form of  grantor  trusts,  may be  revocable  or
irrevocable,  and may have  independent  trustees  (such trusts or other funding
devices, collectively,  "Trusts"). Neither participants, their beneficiaries nor
their legal  representatives  shall have any right, actual or beneficial,  other
than the  right of an  unsecured  general  creditor,  against  Sprint  Nextel or
against any of such Trusts in respect of any portion of a participant's account.
Sprint Nextel has no obligation to make or to continue to make any contributions
to any Trusts that may be established in connection  with the Sprint Nextel Plan
and any such contributions,  if made, shall be made (and may be discontinued) in
the sole  discretion  of Sprint  Nextel.  Sprint  Nextel is not and shall not be
required to make any  investment in connection  with the Sprint Nextel Plan, nor
is it required to follow the participant's hypothetical investment directions in
any actual  investment  Sprint Nextel may make or acquire in connection with the
Sprint  Nextel  Plan or in  determining  the amount of any actual or  contingent
liability or obligation of Sprint Nextel thereunder or relating thereto.

Sprint Plan

     The  securities  being  registered  under the  Sprint  Plan also  represent
unsecured and unfunded  obligations (the  "Obligations") of Sprint Nextel to pay
to  executives  who  have   participated  in  the  Sprint  Plan  the  amount  of
compensation  (together  with any gains,  earnings or losses  thereon during the
period of deferral) that participants in the Sprint Plan elected by December 31,
2004 to defer.

     The Sprint Plan is administered by the Plan administrator  appointed by the
Sprint  Nextel Board of  Directors.  The Employee  Benefits  Committee  has been
appointed by Sprint  Nextel's  Board of Directors to interpret  the Sprint Plan,
including  decisions  regarding  changes  in the  manner or  timing  of  benefit
payments  and any other  matters  that may arise  under the terms of the  Sprint
Plan.

     The  Obligations  are  unsecured  general  obligations  of  Sprint  Nextel.
Participants  may not assign their interests in the Sprint Plan to others,  and,
until  payment is due under the Sprint Plan,  the  interests  are not subject to
attachment by creditors. There is no trading market for the Obligations.  Sprint
Nextel  may,  at any time,  amend or  terminate  the Sprint  Plan.  However,  no
amendment  can  decrease  the amount in  participants'  accounts at the time the
amendment is adopted.

     Income  deferred  is credited to a fixed  income  account  and/or a phantom
share  unit  account  representing  shares  of  Sprint  Nextel's  common  stock.
Participants are 100 percent vested in their accounts.


                                      II-3


<PAGE>


     Participants may transfer funds between accounts,  effective as of the last
day of the month,  but only four transfers may be made in each calendar year and
three months must elapse between transfers. Amounts transferred into the phantom
share unit account will be converted into Share Units using the closing price of
Sprint  Nextel  common stock on the last  trading day of the  calendar  month in
which the amount is transferred.

     Depending on a  participant's  election,  distributions  of a participant's
account  balance  can be  initiated  by any  one of the  following  events:  (1)
termination of employment  (whether by retirement or otherwise);  (2) attainment
of a specified age following termination of employment,  (3) by becoming totally
disabled for purposes of receiving  benefits  under the Sprint Nextel  Long-Term
Disability Insurance Plan; or (4) death. For purposes of the Sprint Plan, "early
retirement date" is defined as attainment of age 55.

     Participants  can elect to have their  account  balances  paid to them in a
lump  sum or in  annual  installments  over a two- to  20-year  period.  Payment
elections   relate  to  the  specific  Plan  Year  covered  by  a  participant's
Participation  Agreement.  If a participant  has not specified a payout  period,
account  balances  will  be  paid  over a  15-year  period.  If a  participant's
termination occurs before age 55 and the participant's aggregate account balance
is less than $20,000,  the account balance may be paid as a lump sum, regardless
of payment  elections.  All distributions will be made in cash. Any distribution
to a  participant  will be made in a manner  which is  intended  to satisfy  the
requirements  of Section 409A of the Internal  Revenue Code and the  regulations
issued thereunder.

     The Obligations are not convertible into any security of Sprint Nextel.  No
trust has been  created or trustee  appointed to take action with respect to the
Obligations  and each  participant  in the Sprint Plan will be  responsible  for
enforcing his or her own rights with respect to the  Obligations.  Sprint Nextel
may establish a trust or trusts,  or such other funding  devices as the Employee
Benefits  Committee shall deem  appropriate,  advisable or desirable,  which may
take the form of grantor trusts,  may be revocable or irrevocable,  and may have
independent  trustees  (such  trusts  or other  funding  devices,  collectively,
"Trusts").   Neither   participants,   their   beneficiaries   nor  their  legal
representatives shall have any right, actual or beneficial, other than the right
of an unsecured general  creditor,  against Sprint Nextel or against any of such
Trusts in respect of any portion of a  participant's  account.  Sprint Nextel is
not required to follow the participant's  hypothetical  investment directions in
any actual  investment  Sprint Nextel may make or acquire in connection with the
Sprint Plan or in determining  the amount of any actual or contingent  liability
or obligation of Sprint Nextel thereunder or relating thereto.


Item 5.   Interests of Named Experts and Counsel

     The validity of the deferred  compensation  obligations  to be issued under
the Sprint  Nextel  Plan and the Sprint Plan was passed upon by Michael T. Hyde,
Assistant  Secretary  of  Sprint  Nextel.  As of  December  8,  2005,  Mr.  Hyde
beneficially  owned  approximately  28,800 shares of Sprint Nextel Common Stock,
had options to purchase
                                      II-4


<PAGE>


64,063  shares of Sprint Nextel Common  Stock,  and had  restricted  stock units
representing 3,690 shares of Sprint Nextel Common Stock.


Item 6.   Indemnification of Directors and Officers

     The  following  summary is  qualified  in its  entirety by reference to the
complete   text  of  the  statutes   referred  to  below  and  the  articles  of
incorporation and bylaws of Sprint Nextel.

     Under Section  17-6305 of the Kansas  General  Corporation  Code,  which we
refer to as the KGCC, a corporation may indemnify a director, officer, employee,
or agent of the  corporation  (or other entity if such person is serving in such
capacity at the corporation's  request) against expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best  interests of the  corporation  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
a corporation,  the corporation may indemnify a director,  officer, employee, or
agent of the  corporation  (or other  entity if such  person is  serving in such
capacity at the corporation's  request) against expenses  (including  attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation,  except that no indemnification shall be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable  to  the  corporation   unless  a  court  determines  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer  or  director  in  defending  any  civil  or  criminal  action,  suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined that he is not entitled to be indemnified by the corporation.

     Consistent with Section 17-6305 of the KGCC,  Article IV, Section 10 of the
bylaws of  Sprint  Nextel  provides  that the  corporation  will  indemnify  its
directors and officers 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 the  corporation.  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.

     In  accordance  with Section  17-6002(b)(8)  of the KGCC,  Sprint  Nextel's
articles of incorporation  provide that directors shall not be personally liable
for monetary  damages for breaches of their  fiduciary duty as directors  except
for (i) breaches of their duty of loyalty to Sprint Nextel or its  stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or knowing  violations of law, (iii) certain  transactions under Section 17-6424
of the KGCC (unlawful  payment of dividends) or (iv)  transactions  from which a
director derives an improper personal benefit.


                                      II-5

<PAGE>


     Under Article IV, Section 10 of the bylaws of Sprint Nextel,  Sprint Nextel
may  purchase  and  maintain  insurance  on behalf of any person who is or was a
director,  officer or employee of the  corporation,  or who is or was serving at
the request of the  corporation  as a  director,  officer or employee of another
corporation, partnership, joint venture, trust, or other enterprise, against any
liability  arising  out of his status as such,  whether  or not the  corporation
would have the power to indemnify such persons against liability.  Sprint Nextel
carries standard directors and officers liability coverage for its directors and
officers and the directors and officers of its subsidiaries.  Subject to certain
limitations  and  exclusions,   the  policies   reimburse  the  corporation  for
liabilities indemnified under the bylaws.

     Sprint  Nextel  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, employee or agent of Sprint Nextel.

Item 7.   Exemption from Registration Claimed

          Inapplicable.






                                      II-6

<PAGE>


Item 8.   Exhibits


Exhibit
Number    Exhibits

4-A  Sprint Nextel Deferred Compensation Plan.

4-B  Sprint Executive  Deferred  Compensation Plan, as amended (filed as Exhibit
     10.2 to Sprint  Nextel's  Current  Report on Form 8-K filed on October  11,
     2004 and incorporated herein by reference).

5.   Opinion and consent of Michael T. Hyde, Esq.

15-A Letter of KPMG LLP regarding Unaudited Interim Financial Information.

15-B Letter of  Deloitte  & Touche LLP  regarding  Unaudited  Interim  Financial
     Information.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C. Consent of Deloitte & Touche LLP.

23-D Consent of Michael T. Hyde,  Esq.  is  contained  in his  opinion  filed as
     Exhibit 5.

24.  Power  of  Attorney  is  contained  on  page  II-11  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
          reports filed with or furnished to the  Commission  by the  registrant
          pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
          of 1934 and incorporated herein by reference;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represent a fundamental  change in the  information in the
          Registration


                                      II-7


<PAGE>


          Statement,  unless such information is contained in reports filed with
          or furnished to the Commission 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 the purpose of determining liability under the Securities Act
of 1933 to any purchaser:

          (i) If the registrant is relying on Rule 430B:

                (A) Each  prospectus  filed by the  registrant  pursuant to Rule
424(b)(3) shall be  deemed  to be part of the  Registration  Statement as of the
date the  filed prospectus was  deemed part of and  included in the Registration
Statement; and

                (B) Each  prospectus  required  to  be  filed  pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing  the information  required by section 10(a) of
the Securities Act of 1933  shall  be deemed to be  part of and included in the
Registration Statement as of the earlier of the date such form of prospectus is
first used after  effectiveness or the  date of the first  contract of  sale of
securities in the offering  described in  the prospectus. As  provided in  Rule
430B, for liability purposes  of the issuer and any person that is at that date
an underwriter, such  date shall  be deemed to be a new effective  date of  the
Registration Statement relating to the securities in the Registration Statement
to which that prospectus relates, and  the offering of such  securities at that
time shall be  deemed to be the  initial bona fide  offering thereof. Provided,
however, that no  statement made in a Registration Statement or prospectus that
is part  of the  Registration Statement  or made in  a document incorporated or
deemed  incorporated by reference into the Registration Statement or prospectus
that is part of the  Registration Statement will, as to a purchaser with a time
of contract of sale  prior to such  effective  date,  supersede or  modify  any
statement that was  made in the  Registration Statement or prospectus that  was
part of the  Registration Statement or  made in  any  such document immediately
prior to such effective date; or

          (ii) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to  Rule 424(b) as  part of a  Registration  Statement  relating to an
offering, other than Registration Statements relying on Rule 430B or other than
prospectuses filed in


                                      II-8
<PAGE>


reliance  on Rule  430A,  shall  be  deemed  to be part of and  included  in the
Registration  Statement  as of the date it is first  used  after  effectiveness.
Provided,  however,  that no  statement  made  in a  Registration  Statement  or
prospectus  that is part of the  Registration  Statement  or made in a  document
incorporated or deemed incorporated by reference into the Registration Statement
or prospectus that is part of the Registration Statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any
statement  that was made in the  Registration  Statement or prospectus  that was
part of the  Registration  Statement  or made in any such  document  immediately
prior to such date of first use.

     (5) That, for the purpose of determining  liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial  distribution  of the
securities:

     The  undersigned  registrant  undertakes  that  in a  primary  offering  of
securities  of  the  undersigned   registrant   pursuant  to  this  Registration
Statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser:

           (i) Any  preliminary  prospectus or  prospectus  of  the  undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;

           (ii) Any free writing prospectus relating to the offering prepared by
or on  behalf  of the  undersigned  registrant  or used or  referred to  by  the
undersigned registrant;

           (iii) The portion of any  other free  writing prospectus  relating to
the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and

           (iv) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.

     (6) 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


                                      II-9

<PAGE>

(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-10


<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  Reston,  State  of  Virginia,  on the  12th day of
December, 2005.


                                      SPRINT NEXTEL CORPORATION




                                       By:  /s/ Gary D. Begeman
                                        (G.D. Begeman, Vice President)


                                POWER OF ATTORNEY


     We, the  undersigned  officers and directors of Sprint Nextel  Corporation,
hereby  severally  constitute G.D.  Forsee,  L.J. Lauer,  L.J. Kennedy and G. D.
Begeman 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 Nextel Corporation to comply with the provisions of the Securities
Act of 1933, as amended,  and all  requirements of the Securities as they may be
signed by our said attorneys, or any of them, to each 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/ Gary D. Forsee      President and Chief Executive )
G. D. Forsee            Officer and Director          )
                        (Principal Executive Officer) )
                                                      )  December 12, 2005
                                                      )
/s/ Paul Saleh          Chief Financial Officer       )
P.N. Saleh              (Principal Financial Officer) )



                                     II-11

<PAGE>


                                                      )
                                                      )
/s/ W. G. Arendt                                      )
W.G. Arendt             Senior Vice President and     )
                        Controller                    )
                        (Principal Accounting Officer))
                                                      )
____________________                                  )
Timothy M. Donahue      Chairman of the Board         )
                                                      )
/s/ Keith J. Bane                                     )
Keith J. Bane           Director                      )
                                                      )
/s/ Gordon M. Bethune                                 )
Gordon M. Bethune       Director                      )
                                                      )
/s/ William E. Conway                                 )
William E. Conway       Director                      )
                                                      )
_____________________                                 )  December 12, 2005
Frank M. Drendel       Director                       )
                                                      )
/s/ James H. Hance, Jr.                               )
James H. Hance, Jr.    Director                       )
                                                      )
/s/ V. Janet Hill                                     )
V. Janet Hill          Director                       )
                                                      )
/s/ I.O. Hockaday, Jr.                                )
I. O. Hockaday, Jr.    Director                       )
                                                      )
/s/ William E. Kennard                                )
William E. Kennard     Director                       )
                                                      )
/s/ Linda K. Lorimer                                  )
L. K. Lorimer          Director                       )
                                                      )
/s/ Stephanie Shern                                   )
Stephanie M. Shern     Director                       )
                                                      )
/s/ William H. Swanson                                )
William H. Swanson     Director                       )






                                     II-12

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number


4-A  Sprint Nextel Deferred Compensation Plan.

4-B  Sprint Executive  Deferred  Compensation Plan, as amended (filed as Exhibit
     10.2 to Sprint  Nextel's  Current  Report on Form 8-K filed on October  11,
     2004 and incorporated herein by reference).

5.   Opinion and consent of Michael T. Hyde, Esq.

15-A Letter of KPMG LLP regarding Unaudited Interim Financial Information.

15-B Letter of  Deloitte  & Touche LLP  regarding  Unaudited  Interim  Financial
     Information.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C. Consent of Deloitte & Touche LLP.

23-D Consent of Michael T. Hyde,  Esq.  is  contained  in his  opinion  filed as
     Exhibit 5.

25.  Power  of  Attorney  is  contained  on  page  II-11  of  this  Registration
     Statement.
[{"type": "S-8", "sequence": "1", "filename": "s8200512deferredcompplan.txt", "description": "SPRINT AND NEXTEL DEFERRED COMPENSATION PLANS", "secsgml_size_bytes": 38043}]
{"company-data": {"conformed-name": "SPRINT NEXTEL 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": "333-130277", "film-number": "051258998"}, "business-address": {"street1": "2001 EDMUND HALLEY DRIVE", "city": "RESTON", "state": "VA", "zip": "20191", "phone": "703-433-4000"}, "mail-address": {"street1": "2001 EDMUND HALLEY DRIVE", "city": "RESTON", "state": "VA", "zip": "20191"}, "former-company": [{"former-conformed-name": "SPRINT CORP", "date-changed": "19921222"}, {"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}, {"former-conformed-name": "UNITED UTILITIES INC", "date-changed": "19731011"}]}
Registration No. 333-_________

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            ------------------------

                            SPRINT NEXTEL 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.)

                2001 Edmund Halley Drive, Reston, Virginia 20191
                    (Address of Principal Executive Offices)
                            ------------------------

                    SPRINT NEXTEL DEFERRED COMPENSATION PLAN
                   SPRINT EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plans)
                            ------------------------

                            LEONARD J. KENNEDY, ESQ.
                                 General Counsel
                            Sprint Nextel Corporation
                            2001 Edmund Halley Drive
                             Reston, Virginia 20191
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (703) 433-4974

                            ------------------------
CALCULATION OF REGISTRATION FEE

                                        Proposed        Proposed
                             Amount      maximum         maximum      Amount of
     Title of securities     to be    offering price    aggregate   registration
      to be registered    registered    per share    offering price     Fee
                                                           (1)
Deferred Compensation
Obligations(2). . . . . .  $25,000,000      N/A        $25,000,000      $2,657
Deferred Compensation
Obligations (3). . . . . . $47,000,000      N/A        $47,000,000      $5,029
Total Registration Fee                                                  $7,704
(1)  Inaccordance  with Rule 457(h) of the  Securities  Act of 1933, as amended,
     this  estimate is made solely for purposes of  computing  the amount of the
     registration fee.
(2)  These Deferred Compensation  Obligations represent unsecured obligations of
     the  Registrant  to pay deferred  compensation  in the future in accordance
     with the provisions of the Sprint Nextel  Deferred  Compensation  Plan (the
     "Sprint  Nextel Plan").  The amount to be registered  represents the dollar
     amount of the compensation  deferred and deemed invested in accordance with
     the Sprint Nextel Plan.
(3)  These Deferred Compensation  Obligations represent unsecured obligations of
     the  Registrant  to pay deferred  compensation  in the future in accordance
     with the provisions of the Sprint Executive Deferred Compensation Plan (the
     "Sprint Plan"). The amount to be registered represents the dollar amount of
     the compensation deferred and deemed invested in accordance with the Sprint
     Plan.
Explanatory Note

     The purpose of this  Registration  Statement is to register  $25,000,000 of
Sprint Nextel Corporation's deferred compensation obligations, to be offered and
sold under the Sprint  Nextel  Deferred  Compensation  Plan (the "Sprint  Nextel
Plan"),  and $47,000,000 of Sprint Nextel  Corporation's  deferred  compensation
obligations,  to be  offered  and  sold  under  the  Sprint  Executive  Deferred
Compensation Plan (the "Sprint Plan").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

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

     o    Annual  Report on Form 10-K/A for the year ended  December  31,  2004,
          filed on April 29, 2005.

     o    Quarterly  Report on Form 10-Q for the quarter  ended March 31,  2005,
          filed May 9, 2005, Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2005, filed August 8, 2005, and Quarterly Report on Form 10-Q
          for the quarter ended September 30, 2005, filed November 9, 2005.

     o    Current  Reports on Form 8-K filed on January 21,  2005,  February 14,
          2005,  February 17, 2005,  March 15, 2005,  April 21, 2005 (of the two
          Current  Reports  filed on April 21, 2005,  only the filing made under
          Item 1.01 is incorporated herein by reference), May 20, 2005, June 10,
          2005, June 14, 2005, June 22, 2005, June 23, 2005 (two reports),  July
          11, 2005,  July 13, 2005 (two reports),  July 18, 2005, July 19, 2005,
          July 29, 2005,  August 4, 2005,  August 9, 2005 (two reports),  August
          12, 2005, August 16, 2005, August 17, 2005, August 18, 2005, September
          6, 2005, September 9, 2005, October 6, 2005, October 14, 2005, October
          31, 2005 and November 21, 2005.

     o    Current  Reports on Form 8-K/A filed on April 19, 2005 (two  reports),
          October 4, 2005 and December 5, 2005.

     All  documents  subsequently  filed by Sprint  Nextel  pursuant to Sections
13(a),  13(c), 14 and 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 (excluding any Current Reports on Form 8-K to the extent disclosure is
furnished and not filed).

Item 4.   Description of Securities

Sprint Nextel Plan

     The  securities  being  registered  under the Sprint Nextel Plan  represent
unsecured and unfunded  obligations (the  "Obligations") of Sprint Nextel to pay
to Eligible  Employees  and Eligible  Directors  who  participate  in the Sprint
Nextel  Plan,  upon   termination  of  employment   (whether  by  retirement  or
otherwise),  death, disability,

                                      II-1
certain change of control events or upon one or more future date(s) specified by
the participants,  such  participants'  fees,  salary or incentive  compensation
(together with any gains, earnings or losses thereon),  the receipt of which the
participants  have elected to defer. The Obligations also may represent  amounts
that Sprint Nextel has contributed to a  participant's  account(s) as a match on
certain  deferred  amounts  under the Sprint  Nextel Plan.  Amounts  deferred or
contributed to a  participant's  account(s) are credited with gains,  losses and
earnings based on hypothetical investment directions made by the participant, in
accordance with investment  deferral  crediting  options and procedures  adopted
from time to time by the Employee  Benefits  Committee  in a manner  designed to
offer  diversification  across an array of asset classes. The investment options
will include phantom share units  representing  shares of Sprint Nextel's common
stock.  Participants are 100% vested in their accounts  relating to amounts that
they have deferred.  Accounts  relating to amounts  contributed by Sprint Nextel
may be  forefieted  in  certain  circumstances.  Participants  will  be  able to
transfer between investment options on any business day, but only four transfers
may be  made in  each  calendar  year  and  three  months  must  elapse  between
transfers.

     The Sprint Nextel Plan is administered by Sprint Nextel's Employee Benefits
Committee (the "Committee").

     Before the first day of each calendar year, a participant may file with the
Committee a deferred  compensation  agreement pursuant to which such participant
elects to make  deferrals of fees,  base salary  and/or  incentive  compensation
earned  during such year.  Any election by an Eligible  Employee is subject to a
maximum  limitation  (which, as of January 1, 2006,  includes a maximum deferral
limit of 75% of a participant's base salary and 100% of incentive compensation),
and to any other  rules  prescribed  by the  Committee  in its sole  discretion.
Directors may defer 100% of their annual retainer and meeting fees.

     Participants  will be able to  elect  payment  of  benefits  to  begin on a
specified  date at least  five (5) years in the  future or on the  participant's
separation  from service as an employee or director of Sprint Nextel (subject to
a six months delay to the extent  required under  Internal  Revenue Code Section
409A),  in the form of a lump sum or  annual  installments  over two to  fifteen
years.  Notwithstanding  the  participant's  election  and  subject to  Internal
Revenue Code Section 409A,  benefits will be  immediately  distributed in a lump
sum upon the participant's  death, the participant's  separation from service if
the  aggregate  account  balance  is less  than  $10,000,  if the  participant's
separation from service is in 2006, or $20,000 thereafter,  or the participant's
separation  from  service  is within  one year of a change in  control of Sprint
Nextel. In the event of a participant's long-term disability,  distribution will
began  immediately in a lump sum or installments as elected.  All  distributions
will be made in cash. Any distribution to a participant will be made in a manner
which is intended to satisfy the  requirements  of Section  409A of the Internal
Revenue Code and the regulations issued thereunder.

     The Obligations  are unsecured  general  obligations of Sprint Nextel.  The
obligations  are  not  subject  to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge, encumbrance,  attachment or garnishment. Any attempt by any
person to transfer or assign benefits under the Sprint Nextel Plan, other than a
claim for benefits by a participant or his or her beneficiary(ies), will be null
and void. There is no trading

                                      II-2
market for the  Obligations.  Sprint Nextel may, at any time, amend or terminate
the Sprint  Nextel  Plan.  However,  no  amendment  can decrease the amount in a
participant's   account  at  the  time  the  amendment  is  adopted  unless  the
participant consents in writing to the amendment.

     The Obligations are not convertible into any security of Sprint Nextel.  No
trust has been  created or trustee  appointed to take action with respect to the
Obligations  and each  participant in the Sprint Nextel Plan will be responsible
for  enforcing  his or her own rights with  respect to the  Obligations.  Sprint
Nextel may (but shall not be obligated to) establish a trust or trusts,  or such
other funding  devices as the  Committee  shall deem  appropriate,  advisable or
desirable,  which  may take the form of  grantor  trusts,  may be  revocable  or
irrevocable,  and may have  independent  trustees  (such trusts or other funding
devices, collectively,  "Trusts"). Neither participants, their beneficiaries nor
their legal  representatives  shall have any right, actual or beneficial,  other
than the  right of an  unsecured  general  creditor,  against  Sprint  Nextel or
against any of such Trusts in respect of any portion of a participant's account.
Sprint Nextel has no obligation to make or to continue to make any contributions
to any Trusts that may be established in connection  with the Sprint Nextel Plan
and any such contributions,  if made, shall be made (and may be discontinued) in
the sole  discretion  of Sprint  Nextel.  Sprint  Nextel is not and shall not be
required to make any  investment in connection  with the Sprint Nextel Plan, nor
is it required to follow the participant's hypothetical investment directions in
any actual  investment  Sprint Nextel may make or acquire in connection with the
Sprint  Nextel  Plan or in  determining  the amount of any actual or  contingent
liability or obligation of Sprint Nextel thereunder or relating thereto.

Sprint Plan

     The  securities  being  registered  under the  Sprint  Plan also  represent
unsecured and unfunded  obligations (the  "Obligations") of Sprint Nextel to pay
to  executives  who  have   participated  in  the  Sprint  Plan  the  amount  of
compensation  (together  with any gains,  earnings or losses  thereon during the
period of deferral) that participants in the Sprint Plan elected by December 31,
2004 to defer.

     The Sprint Plan is administered by the Plan administrator  appointed by the
Sprint  Nextel Board of  Directors.  The Employee  Benefits  Committee  has been
appointed by Sprint  Nextel's  Board of Directors to interpret  the Sprint Plan,
including  decisions  regarding  changes  in the  manner or  timing  of  benefit
payments  and any other  matters  that may arise  under the terms of the  Sprint
Plan.

     The  Obligations  are  unsecured  general  obligations  of  Sprint  Nextel.
Participants  may not assign their interests in the Sprint Plan to others,  and,
until  payment is due under the Sprint Plan,  the  interests  are not subject to
attachment by creditors. There is no trading market for the Obligations.  Sprint
Nextel  may,  at any time,  amend or  terminate  the Sprint  Plan.  However,  no
amendment  can  decrease  the amount in  participants'  accounts at the time the
amendment is adopted.

     Income  deferred  is credited to a fixed  income  account  and/or a phantom
share  unit  account  representing  shares  of  Sprint  Nextel's  common  stock.
Participants are 100 percent vested in their accounts.

                                      II-3
Participants may transfer funds between accounts,  effective as of the last
day of the month,  but only four transfers may be made in each calendar year and
three months must elapse between transfers. Amounts transferred into the phantom
share unit account will be converted into Share Units using the closing price of
Sprint  Nextel  common stock on the last  trading day of the  calendar  month in
which the amount is transferred.

     Depending on a  participant's  election,  distributions  of a participant's
account  balance  can be  initiated  by any  one of the  following  events:  (1)
termination of employment  (whether by retirement or otherwise);  (2) attainment
of a specified age following termination of employment,  (3) by becoming totally
disabled for purposes of receiving  benefits  under the Sprint Nextel  Long-Term
Disability Insurance Plan; or (4) death. For purposes of the Sprint Plan, "early
retirement date" is defined as attainment of age 55.

     Participants  can elect to have their  account  balances  paid to them in a
lump  sum or in  annual  installments  over a two- to  20-year  period.  Payment
elections   relate  to  the  specific  Plan  Year  covered  by  a  participant's
Participation  Agreement.  If a participant  has not specified a payout  period,
account  balances  will  be  paid  over a  15-year  period.  If a  participant's
termination occurs before age 55 and the participant's aggregate account balance
is less than $20,000,  the account balance may be paid as a lump sum, regardless
of payment  elections.  All distributions will be made in cash. Any distribution
to a  participant  will be made in a manner  which is  intended  to satisfy  the
requirements  of Section 409A of the Internal  Revenue Code and the  regulations
issued thereunder.

     The Obligations are not convertible into any security of Sprint Nextel.  No
trust has been  created or trustee  appointed to take action with respect to the
Obligations  and each  participant  in the Sprint Plan will be  responsible  for
enforcing his or her own rights with respect to the  Obligations.  Sprint Nextel
may establish a trust or trusts,  or such other funding  devices as the Employee
Benefits  Committee shall deem  appropriate,  advisable or desirable,  which may
take the form of grantor trusts,  may be revocable or irrevocable,  and may have
independent  trustees  (such  trusts  or other  funding  devices,  collectively,
"Trusts").   Neither   participants,   their   beneficiaries   nor  their  legal
representatives shall have any right, actual or beneficial, other than the right
of an unsecured general  creditor,  against Sprint Nextel or against any of such
Trusts in respect of any portion of a  participant's  account.  Sprint Nextel is
not required to follow the participant's  hypothetical  investment directions in
any actual  investment  Sprint Nextel may make or acquire in connection with the
Sprint Plan or in determining  the amount of any actual or contingent  liability
or obligation of Sprint Nextel thereunder or relating thereto.

Item 5.   Interests of Named Experts and Counsel

     The validity of the deferred  compensation  obligations  to be issued under
the Sprint  Nextel  Plan and the Sprint Plan was passed upon by Michael T. Hyde,
Assistant  Secretary  of  Sprint  Nextel.  As of  December  8,  2005,  Mr.  Hyde
beneficially  owned  approximately  28,800 shares of Sprint Nextel Common Stock,
had options to purchase
                                      II-4
64,063  shares of Sprint Nextel Common  Stock,  and had  restricted  stock units
representing 3,690 shares of Sprint Nextel Common Stock.

Item 6.   Indemnification of Directors and Officers

     The  following  summary is  qualified  in its  entirety by reference to the
complete   text  of  the  statutes   referred  to  below  and  the  articles  of
incorporation and bylaws of Sprint Nextel.

     Under Section  17-6305 of the Kansas  General  Corporation  Code,  which we
refer to as the KGCC, a corporation may indemnify a director, officer, employee,
or agent of the  corporation  (or other entity if such person is serving in such
capacity at the corporation's  request) against expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best  interests of the  corporation  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of an action brought by or in the right of
a corporation,  the corporation may indemnify a director,  officer, employee, or
agent of the  corporation  (or other  entity if such  person is  serving in such
capacity at the corporation's  request) against expenses  (including  attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation,  except that no indemnification shall be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable  to  the  corporation   unless  a  court  determines  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer  or  director  in  defending  any  civil  or  criminal  action,  suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined that he is not entitled to be indemnified by the corporation.

     Consistent with Section 17-6305 of the KGCC,  Article IV, Section 10 of the
bylaws of  Sprint  Nextel  provides  that the  corporation  will  indemnify  its
directors and officers 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 the  corporation.  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.

     In  accordance  with Section  17-6002(b)(8)  of the KGCC,  Sprint  Nextel's
articles of incorporation  provide that directors shall not be personally liable
for monetary  damages for breaches of their  fiduciary duty as directors  except
for (i) breaches of their duty of loyalty to Sprint Nextel or its  stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or knowing  violations of law, (iii) certain  transactions under Section 17-6424
of the KGCC (unlawful  payment of dividends) or (iv)  transactions  from which a
director derives an improper personal benefit.

                                      II-5
Under Article IV, Section 10 of the bylaws of Sprint Nextel,  Sprint Nextel
may  purchase  and  maintain  insurance  on behalf of any person who is or was a
director,  officer or employee of the  corporation,  or who is or was serving at
the request of the  corporation  as a  director,  officer or employee of another
corporation, partnership, joint venture, trust, or other enterprise, against any
liability  arising  out of his status as such,  whether  or not the  corporation
would have the power to indemnify such persons against liability.  Sprint Nextel
carries standard directors and officers liability coverage for its directors and
officers and the directors and officers of its subsidiaries.  Subject to certain
limitations  and  exclusions,   the  policies   reimburse  the  corporation  for
liabilities indemnified under the bylaws.

     Sprint  Nextel  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, employee or agent of Sprint Nextel.

Item 7.   Exemption from Registration Claimed

          Inapplicable.

                                      II-6
Item 8.   Exhibits

Exhibit
Number    Exhibits

4-A  Sprint Nextel Deferred Compensation Plan.

4-B  Sprint Executive  Deferred  Compensation Plan, as amended (filed as Exhibit
     10.2 to Sprint  Nextel's  Current  Report on Form 8-K filed on October  11,
     2004 and incorporated herein by reference).

5.   Opinion and consent of Michael T. Hyde, Esq.

15-A Letter of KPMG LLP regarding Unaudited Interim Financial Information.

15-B Letter of  Deloitte  & Touche LLP  regarding  Unaudited  Interim  Financial
     Information.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C. Consent of Deloitte & Touche LLP.

23-D Consent of Michael T. Hyde,  Esq.  is  contained  in his  opinion  filed as
     Exhibit 5.

24.  Power  of  Attorney  is  contained  on  page  II-11  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
          reports filed with or furnished to the  Commission  by the  registrant
          pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
          of 1934 and incorporated herein by reference;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represent a fundamental  change in the  information in the
          Registration

                                      II-7
Statement,  unless such information is contained in reports filed with
          or furnished to the Commission 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 the purpose of determining liability under the Securities Act
of 1933 to any purchaser:

          (i) If the registrant is relying on Rule 430B:

                (A) Each  prospectus  filed by the  registrant  pursuant to Rule
424(b)(3) shall be  deemed  to be part of the  Registration  Statement as of the
date the  filed prospectus was  deemed part of and  included in the Registration
Statement; and

                (B) Each  prospectus  required  to  be  filed  pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing  the information  required by section 10(a) of
the Securities Act of 1933  shall  be deemed to be  part of and included in the
Registration Statement as of the earlier of the date such form of prospectus is
first used after  effectiveness or the  date of the first  contract of  sale of
securities in the offering  described in  the prospectus. As  provided in  Rule
430B, for liability purposes  of the issuer and any person that is at that date
an underwriter, such  date shall  be deemed to be a new effective  date of  the
Registration Statement relating to the securities in the Registration Statement
to which that prospectus relates, and  the offering of such  securities at that
time shall be  deemed to be the  initial bona fide  offering thereof. Provided,
however, that no  statement made in a Registration Statement or prospectus that
is part  of the  Registration Statement  or made in  a document incorporated or
deemed  incorporated by reference into the Registration Statement or prospectus
that is part of the  Registration Statement will, as to a purchaser with a time
of contract of sale  prior to such  effective  date,  supersede or  modify  any
statement that was  made in the  Registration Statement or prospectus that  was
part of the  Registration Statement or  made in  any  such document immediately
prior to such effective date; or

          (ii) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to  Rule 424(b) as  part of a  Registration  Statement  relating to an
offering, other than Registration Statements relying on Rule 430B or other than
prospectuses filed in

                                      II-8
reliance  on Rule  430A,  shall  be  deemed  to be part of and  included  in the
Registration  Statement  as of the date it is first  used  after  effectiveness.
Provided,  however,  that no  statement  made  in a  Registration  Statement  or
prospectus  that is part of the  Registration  Statement  or made in a  document
incorporated or deemed incorporated by reference into the Registration Statement
or prospectus that is part of the Registration Statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any
statement  that was made in the  Registration  Statement or prospectus  that was
part of the  Registration  Statement  or made in any such  document  immediately
prior to such date of first use.

     (5) That, for the purpose of determining  liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial  distribution  of the
securities:

     The  undersigned  registrant  undertakes  that  in a  primary  offering  of
securities  of  the  undersigned   registrant   pursuant  to  this  Registration
Statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser:

           (i) Any  preliminary  prospectus or  prospectus  of  the  undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;

           (ii) Any free writing prospectus relating to the offering prepared by
or on  behalf  of the  undersigned  registrant  or used or  referred to  by  the
undersigned registrant;

           (iii) The portion of any  other free  writing prospectus  relating to
the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and

           (iv) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.

     (6) 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

                                      II-9
(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-10
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  Reston,  State  of  Virginia,  on the  12th day of
December, 2005.

                                      SPRINT NEXTEL CORPORATION

                                       By:  /s/ Gary D. Begeman
                                        (G.D. Begeman, Vice President)

                                POWER OF ATTORNEY

     We, the  undersigned  officers and directors of Sprint Nextel  Corporation,
hereby  severally  constitute G.D.  Forsee,  L.J. Lauer,  L.J. Kennedy and G. D.
Begeman 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 Nextel Corporation to comply with the provisions of the Securities
Act of 1933, as amended,  and all  requirements of the Securities as they may be
signed by our said attorneys, or any of them, to each 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/ Gary D. Forsee      President and Chief Executive )
G. D. Forsee            Officer and Director          )
                        (Principal Executive Officer) )
                                                      )  December 12, 2005
                                                      )
/s/ Paul Saleh          Chief Financial Officer       )
P.N. Saleh              (Principal Financial Officer) )

                                     II-11
)
                                                      )
/s/ W. G. Arendt                                      )
W.G. Arendt             Senior Vice President and     )
                        Controller                    )
                        (Principal Accounting Officer))
                                                      )
____________________                                  )
Timothy M. Donahue      Chairman of the Board         )
                                                      )
/s/ Keith J. Bane                                     )
Keith J. Bane           Director                      )
                                                      )
/s/ Gordon M. Bethune                                 )
Gordon M. Bethune       Director                      )
                                                      )
/s/ William E. Conway                                 )
William E. Conway       Director                      )
                                                      )
_____________________                                 )  December 12, 2005
Frank M. Drendel       Director                       )
                                                      )
/s/ James H. Hance, Jr.                               )
James H. Hance, Jr.    Director                       )
                                                      )
/s/ V. Janet Hill                                     )
V. Janet Hill          Director                       )
                                                      )
/s/ I.O. Hockaday, Jr.                                )
I. O. Hockaday, Jr.    Director                       )
                                                      )
/s/ William E. Kennard                                )
William E. Kennard     Director                       )
                                                      )
/s/ Linda K. Lorimer                                  )
L. K. Lorimer          Director                       )
                                                      )
/s/ Stephanie Shern                                   )
Stephanie M. Shern     Director                       )
                                                      )
/s/ William H. Swanson                                )
William H. Swanson     Director                       )

                                     II-12
EXHIBIT INDEX

Exhibit
Number

4-A  Sprint Nextel Deferred Compensation Plan.

4-B  Sprint Executive  Deferred  Compensation Plan, as amended (filed as Exhibit
     10.2 to Sprint  Nextel's  Current  Report on Form 8-K filed on October  11,
     2004 and incorporated herein by reference).

5.   Opinion and consent of Michael T. Hyde, Esq.

15-A Letter of KPMG LLP regarding Unaudited Interim Financial Information.

15-B Letter of  Deloitte  & Touche LLP  regarding  Unaudited  Interim  Financial
     Information.

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

23-C. Consent of Deloitte & Touche LLP.

23-D Consent of Michael T. Hyde,  Esq.  is  contained  in his  opinion  filed as
     Exhibit 5.

25.  Power  of  Attorney  is  contained  on  page  II-11  of  this  Registration
     Statement.