Registration No. 333-_________

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

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

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

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


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

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

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

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


<TABLE>

                         CALCULATION OF REGISTRATION FEE

<CAPTION>

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

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

FON Common Stock, Series
1, $2.00 par value
(including the associated
preferred stock purchase
rights) (2). . . . . . .         30,000,000      $22.485(3)       $674,550,000(3)   $79,394.54(4)


<FN>
(1)  This  Registration  Statement  also relates to an  indeterminate  number of
     additional shares of FON Common Stock,  Series 1 (and associated  preferred
     stock purchase  rights) that may be issued  pursuant to  anti-dilution  and
     adjustment provisions of the 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  (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 April 19,  2005,  as reported in the  consolidated
     reporting system, was $22.485.
</FN>

<FN>
(4)  Of the amount due $26,232.74 has  previously  been paid in connection  with
     the registration of shares of PCS Common Stock under Registration Statement
     Nos.  333-103689  ($781.74),  filed March 7, 2003,  333-103691  ($2,394.64)
     filed  March  10,  2003,  333-105244   ($12,070.28)  filed  May  15,  2003,
     333-106086 ($7,117.18) filed June 13, 2003 and 333-111956 ($3,868.90) filed
     January 16, 2004, that have been withdrawn from registration.
</FN>


</TABLE>


<PAGE>

                                Explanatory Note


     The  purpose  of this  Registration  Statement  is to  register  30,000,000
additional shares of FON common stock of Sprint Corporation issuable pursuant to
the 1997 Long-Term Stock  Incentive  Program.  In addition to this  registration
statement, a separate registration statement was filed registering shares of FON
common stock and PCS common stock for  issuance  pursuant to the 1997  Long-Term
Stock Incentive Program (No. 333-111956) and a separate  registration  statement
was filed  registering  FON  common  stock  for  issuance  pursuant  to the 1997
Long-Term  Stock  Incentive  Program (No.  333-115621).  In  addition,  separate
registration  statements were filed registering  shares for issuance pursuant to
the 1990 Stock Option Plan (Nos. 33-59349, 333-46491,  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).

     In February  2004,  Sprint's  board of  directors  combined  the 1990 Stock
Option Plan and the 1990 Restricted  Stock Plan with and into the 1997 Long-Term
Stock Incentive  Program to form a single plan.  Following the  recombination of
the plans, shares of FON common stock registered for issuance in connection with
the exercise of stock  options  granted under the 1990 Stock Option Plan will be
issued in connection with the exercise of stock options under the 1997 Long-Term
Stock Incentive Program,  and shares of FON common stock registered for issuance
under the 1990  Restricted  Stock  Plan will be  issued in  connection  with the
awards of  restricted  stock granted under the 1997  Long-Term  Stock  Incentive
Program.

     Also  in  February  2004,   Sprint's   board  of  directors   approved  the
recombination  of the PCS common  stock and the FON common  stock,  effective on
April  23,  2004  (the  "Conversion  Date").  Each  share  of PCS  common  stock
outstanding  was  converted  into 0.5  shares of FON  common  stock.  Options to
purchase PCS common stock outstanding on the Conversion Date were converted into
options to purchase FON common stock.  Following the Conversion  Date, no shares
of PCS common stock may be issued and the  remaining  shares of PCS common stock
have been deregistered.




<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:

     -    Sprint's  Annual  Report on Form 10-K for the year ended  December 31,
          2004, filed on March 11, 2005;

     -    Current  Reports on Form 8-K filed on January 21,  2005,  February 14,
          2005, February 17, 2005, and March 15, 2005.

     -    Current Reports on Form 8-K/A filed on April 19, 2005 (two reports).

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

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

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
this  Registration  Statement  from the  date of the  filing  of such  documents
(excluding any Current Reports on Form 8-K to the extent disclosure is furnished
and not filed).

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
the related Rights to be issued under the 1997 Long-Term Stock Incentive Program
was passed upon by Michael T. Hyde,  Assistant  Secretary of Sprint. As of April
15, 2005, Mr. Hyde beneficially owned approximately  32,100 shares of FON Common
Stock,  had  options to  purchase  70,657  shares of FON Common  Stock,  and had
restricted stock units representing 3,690 shares of FON Common Stock.





                                      II-1

<PAGE>


Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV, Section 9 of the Amended and Restated  Bylaws of Sprint provides that Sprint
will  indemnify  directors  and officers of the  corporation  against  expenses,
judgments,  fines and amounts paid in settlement in connection  with any action,
suit or  proceeding  if the  director  or  officer  acted in good faith and in a
manner  reasonably  believed  to be in or not opposed to the best  interests  of
Sprint. With respect to a criminal action or proceeding, the director or officer
must also have had no reasonable cause to believe his conduct was unlawful.

     Under  Section 9, Sprint may purchase  and maintain  insurance on behalf of
any person who is or was a director,  officer,  employee or agent of Sprint,  or
who is or was serving at the request of Sprint as a director,  officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against any liability arising out of his status as such, whether or
not  Sprint  would  have the  power  to  indemnify  such  persons  against  such
liability. Sprint carries standard directors and officers liability coverage for
its directors and officers.  Subject to certain limitations and exclusions,  the
policies reimburse Sprint for liabilities indemnified under Section 9.

     Sprint has entered into  indemnification  agreements with its directors and
officers.  These agreements provide for the indemnification,  to the full extent
permitted by law, of expenses,  judgments,  fines, penalties and amounts paid in
settlement   incurred  by  the  director  or  officer  in  connection  with  any
threatened,  pending  or  completed  action,  suit or  proceeding  on account of
service as a director, officer or agent of Sprint.








                                      II-2


<PAGE>


Item 8.   Exhibits

Exhibit
Number    Exhibits

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

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

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

4-D  1997 Long-Term Stock Incentive  Program,  as amended (filed as Exhibit 10.4
     to Sprint  Corporation's  Current Report on Form 8-K dated October 11, 2004
     and incorporated herein by reference).

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

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

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

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


Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

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



                                      II-3

<PAGE>



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

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

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

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-4

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Overland Park,  State of Kansas,  on the 20th day of
April, 2005.

                              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

                        Chief Executive Officer and    )
/s/ Gary D. Forsee      Director                       )
(G. D. Forsee)          (Principal Executive Officer)  )
                                                       )
                                                       )
                        Executive Vice President       )
/s/ Robert J. Dellinger and Chief Financial Officer    )    April 20, 2005
(R. J. Dellinger)       (Principal Financial Officer)  )
                                                       )
                                                       )
                        Senior Vice President and      )
/s/ J. P. Meyer         Controller                     )
(J. P. Meyer)           (Principal Accounting Officer) )
                                                       )
                                                       )

                                      II-5

<PAGE>

/s/ DuBose Ausley                                      )
(DuBose Ausley)         Director                       )
                                                       )
_____________________                                  )
(Gordon M. Bethune)     Director                       )
                                                       )
/s/ E. Linn Draper, Jr.                                )
(E. Linn Draper, Jr.)   Director                       )
                                                       )
/s/ James H. Hance, Jr.                                )
(James H. Hance, Jr.)   Director                       )
                                                       )
_____________________                                  )
(Deborah A. Henretta)   Director                       )
                                                       )
/s/ I. O. Hockaday, Jr.                                )
(I. O. Hockaday, Jr.)   Director                       )
                                                       )
/s/ L. K. Lorimer                                      )
(L. K. Lorimer)         Director                       )
                                                       )
/s/ C. E. Rice                                         )     April 20, 2005
(C. E. Rice)            Director                       )
                                                       )
/s/ Louis W. Smith                                     )
(Louis W. Smith)        Director                       )
                                                       )
/s/ Gerald L. Storch                                   )
(Gerald L. Storch)      Director                       )
                                                       )
/s/ William H. Swanson                                 )
(William H. Swanson)    Director                       )
                                                       )




                                      II-6

<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number


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

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

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

4-D  1997 Long-Term Stock Incentive  Program,  as amended (filed as Exhibit 10.4
     to Sprint  Corporation's  Current Report on Form 8-K dated October 11, 2004
     and incorporated herein by reference).

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

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

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

24.  Power of Attorney is contained on page II-5 of this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "ltip20050420.txt", "description": "1997 LONG-TERM STOCK INCENTIVE PROGRAM", "secsgml_size_bytes": 23499}]
{"company-data": {"conformed-name": "SPRINT CORP", "cik": "0000101830", "assigned-sic": "4813", "irs-number": "480457967", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124189", "film-number": "05762051"}, "business-address": {"street1": "PO BOX 7997", "city": "SHAWNEE MISSION", "state": "KS", "zip": "66207-0997", "phone": "9136243000"}, "mail-address": {"street1": "PO BOX 7997", "city": "SHAWNEE MISSION", "state": "KS", "zip": "66207-0997"}, "former-company": [{"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}, {"former-conformed-name": "UNITED UTILITIES INC", "date-changed": "19731011"}]}
Registration No. 333-_________

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

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

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

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
                                    Amount            maximum         maximum         Amount of
  Title of securities               to be         offering price     aggregate      Registration
    To be registered             registered(1)      per unit      offering price        Fee
FON Common Stock, Series
1, $2.00 par value
(including the associated
preferred stock purchase
rights) (2). . . . . . .         30,000,000      $22.485(3)       $674,550,000(3)   $79,394.54(4)
(1)  This  Registration  Statement  also relates to an  indeterminate  number of
     additional shares of FON Common Stock,  Series 1 (and associated  preferred
     stock purchase  rights) that may be issued  pursuant to  anti-dilution  and
     adjustment provisions of the 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  (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 April 19,  2005,  as reported in the  consolidated
     reporting system, was $22.485.
(4)  Of the amount due $26,232.74 has  previously  been paid in connection  with
     the registration of shares of PCS Common Stock under Registration Statement
     Nos.  333-103689  ($781.74),  filed March 7, 2003,  333-103691  ($2,394.64)
     filed  March  10,  2003,  333-105244   ($12,070.28)  filed  May  15,  2003,
     333-106086 ($7,117.18) filed June 13, 2003 and 333-111956 ($3,868.90) filed
     January 16, 2004, that have been withdrawn from registration.
Explanatory Note

     The  purpose  of this  Registration  Statement  is to  register  30,000,000
additional shares of FON common stock of Sprint Corporation issuable pursuant to
the 1997 Long-Term Stock  Incentive  Program.  In addition to this  registration
statement, a separate registration statement was filed registering shares of FON
common stock and PCS common stock for  issuance  pursuant to the 1997  Long-Term
Stock Incentive Program (No. 333-111956) and a separate  registration  statement
was filed  registering  FON  common  stock  for  issuance  pursuant  to the 1997
Long-Term  Stock  Incentive  Program (No.  333-115621).  In  addition,  separate
registration  statements were filed registering  shares for issuance pursuant to
the 1990 Stock Option Plan (Nos. 33-59349, 333-46491,  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).

     In February  2004,  Sprint's  board of  directors  combined  the 1990 Stock
Option Plan and the 1990 Restricted  Stock Plan with and into the 1997 Long-Term
Stock Incentive  Program to form a single plan.  Following the  recombination of
the plans, shares of FON common stock registered for issuance in connection with
the exercise of stock  options  granted under the 1990 Stock Option Plan will be
issued in connection with the exercise of stock options under the 1997 Long-Term
Stock Incentive Program,  and shares of FON common stock registered for issuance
under the 1990  Restricted  Stock  Plan will be  issued in  connection  with the
awards of  restricted  stock granted under the 1997  Long-Term  Stock  Incentive
Program.

     Also  in  February  2004,   Sprint's   board  of  directors   approved  the
recombination  of the PCS common  stock and the FON common  stock,  effective on
April  23,  2004  (the  "Conversion  Date").  Each  share  of PCS  common  stock
outstanding  was  converted  into 0.5  shares of FON  common  stock.  Options to
purchase PCS common stock outstanding on the Conversion Date were converted into
options to purchase FON common stock.  Following the Conversion  Date, no shares
of PCS common stock may be issued and the  remaining  shares of PCS common stock
have been deregistered.
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:

     -    Sprint's  Annual  Report on Form 10-K for the year ended  December 31,
          2004, filed on March 11, 2005;

     -    Current  Reports on Form 8-K filed on January 21,  2005,  February 14,
          2005, February 17, 2005, and March 15, 2005.

     -    Current Reports on Form 8-K/A filed on April 19, 2005 (two reports).

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

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

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
this  Registration  Statement  from the  date of the  filing  of such  documents
(excluding any Current Reports on Form 8-K to the extent disclosure is furnished
and not filed).

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
the related Rights to be issued under the 1997 Long-Term Stock Incentive Program
was passed upon by Michael T. Hyde,  Assistant  Secretary of Sprint. As of April
15, 2005, Mr. Hyde beneficially owned approximately  32,100 shares of FON Common
Stock,  had  options to  purchase  70,657  shares of FON Common  Stock,  and had
restricted stock units representing 3,690 shares of FON Common Stock.

                                      II-1
Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV, Section 9 of the Amended and Restated  Bylaws of Sprint provides that Sprint
will  indemnify  directors  and officers of the  corporation  against  expenses,
judgments,  fines and amounts paid in settlement in connection  with any action,
suit or  proceeding  if the  director  or  officer  acted in good faith and in a
manner  reasonably  believed  to be in or not opposed to the best  interests  of
Sprint. With respect to a criminal action or proceeding, the director or officer
must also have had no reasonable cause to believe his conduct was unlawful.

     Under  Section 9, Sprint may purchase  and maintain  insurance on behalf of
any person who is or was a director,  officer,  employee or agent of Sprint,  or
who is or was serving at the request of Sprint as a director,  officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against any liability arising out of his status as such, whether or
not  Sprint  would  have the  power  to  indemnify  such  persons  against  such
liability. Sprint carries standard directors and officers liability coverage for
its directors and officers.  Subject to certain limitations and exclusions,  the
policies reimburse Sprint for liabilities indemnified under Section 9.

     Sprint has entered into  indemnification  agreements with its directors and
officers.  These agreements provide for the indemnification,  to the full extent
permitted by law, of expenses,  judgments,  fines, penalties and amounts paid in
settlement   incurred  by  the  director  or  officer  in  connection  with  any
threatened,  pending  or  completed  action,  suit or  proceeding  on account of
service as a director, officer or agent of Sprint.

                                      II-2
Item 8.   Exhibits

Exhibit
Number    Exhibits

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

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

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

4-D  1997 Long-Term Stock Incentive  Program,  as amended (filed as Exhibit 10.4
     to Sprint  Corporation's  Current Report on Form 8-K dated October 11, 2004
     and incorporated herein by reference).

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

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

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

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

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Overland Park,  State of Kansas,  on the 20th day of
April, 2005.

                              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

                        Chief Executive Officer and    )
/s/ Gary D. Forsee      Director                       )
(G. D. Forsee)          (Principal Executive Officer)  )
                                                       )
                                                       )
                        Executive Vice President       )
/s/ Robert J. Dellinger and Chief Financial Officer    )    April 20, 2005
(R. J. Dellinger)       (Principal Financial Officer)  )
                                                       )
                                                       )
                        Senior Vice President and      )
/s/ J. P. Meyer         Controller                     )
(J. P. Meyer)           (Principal Accounting Officer) )
                                                       )
                                                       )

                                      II-5
/s/ DuBose Ausley                                      )
(DuBose Ausley)         Director                       )
                                                       )
_____________________                                  )
(Gordon M. Bethune)     Director                       )
                                                       )
/s/ E. Linn Draper, Jr.                                )
(E. Linn Draper, Jr.)   Director                       )
                                                       )
/s/ James H. Hance, Jr.                                )
(James H. Hance, Jr.)   Director                       )
                                                       )
_____________________                                  )
(Deborah A. Henretta)   Director                       )
                                                       )
/s/ I. O. Hockaday, Jr.                                )
(I. O. Hockaday, Jr.)   Director                       )
                                                       )
/s/ L. K. Lorimer                                      )
(L. K. Lorimer)         Director                       )
                                                       )
/s/ C. E. Rice                                         )     April 20, 2005
(C. E. Rice)            Director                       )
                                                       )
/s/ Louis W. Smith                                     )
(Louis W. Smith)        Director                       )
                                                       )
/s/ Gerald L. Storch                                   )
(Gerald L. Storch)      Director                       )
                                                       )
/s/ William H. Swanson                                 )
(William H. Swanson)    Director                       )
                                                       )

                                      II-6
EXHIBIT INDEX

Exhibit
Number

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

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

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

4-D  1997 Long-Term Stock Incentive  Program,  as amended (filed as Exhibit 10.4
     to Sprint  Corporation's  Current Report on Form 8-K dated October 11, 2004
     and incorporated herein by reference).

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

23-A Consent of KPMG LLP.

23-B Consent of Ernst & Young LLP.

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

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