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)        or Identification No.)


               Post Office Box 11315, Kansas City, Missouri 64112
                    (Address of principal executive offices)
                            ------------------------

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

                              CLAUDIA S. TOUSSAINT
          Vice President, Corporate Governance and Corporate Secretary
                                 P.O. Box 11315
                           Kansas City, Missouri 64112
                     (Name and address of agent for service)

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

<TABLE>

<CAPTION>
                         CALCULATION OF REGISTRATION FEE

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


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

Shares of FON Common
Stock
($2.00 par value) . .   10,000,000    $11.44(1)   $114,400,000(1)  $ 9,254.96(2)

Shares of PCS Common
Stock
($1.00 par value) . .   40,000,000    $3.73(3)    $149,200,000(3)  $12,070.28(2)


<FN>
(1)  Estimated  solely for  purposes  of  determining  the  registration  fee in
     accordance with Rule  457(h)(1).  The average of the high and low prices of
     the FON  Common  Stock on May 8,  2003,  as  reported  in the  consolidated
     reporting  system,  was $11.44.
</FN>

<FN>
(2)  The  filing  fees have  previously  been  paid.
</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 PCS Common  Stock on May 14,  2003,  as reported  in the  consolidated
     reporting system, was $3.73.
</FN>

</TABLE>

The provisions of Rule 416 under the Securities Act of 1933 shall apply to this
Registration Statement and the number of shares registered on this Registration
Statement automatically shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus relating
to this Registration Statement meets the requirements for use in connection with
the shares of common stock registered under the following Registration
Statements on Form S-8: No. 33-53695, No. 333-76755, and No. 333-61462
pertaining to the 1988 Employees Stock Purchase Plan.

<PAGE>


  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

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

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

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

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

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

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

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

     o Description of FON Common Stock contained in Amendment No. 4 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
       filed April 17, 2002.

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

     o Description of PCS Common Stock contained in Amendment No. 4 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's PCS Common Stock,
       filed April 17, 2002.

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

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which

                                        II-1

<PAGE>

deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration  Statement and to be part of this
Registration  Statement  from the date of the filing of such  documents.  Sprint
expressly  excludes from such  incorporation  information  furnished pursuant to
Item 9 or Item 12 of any  Current  Report on Form 8-K,  and the Audit  Committee
Report,  the Report of the  Compensation  Committee,  and the Performance  Graph
contained in any proxy  statement  filed by Sprint pursuant to Section 14 of the
Securities  Exchange  Act of  1934  subsequent  to the  date of  filing  of this
Registration  Statement  and  before  the  termination  of the  offering  of the
securities covered by this Registration Statement.

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
PCS Common Stock to be issued under the 1988  Employees  Stock Purchase Plan was
passed upon by Michael T. Hyde, Assistant Secretary of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 9 of the  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 and
indemnify  directors and officers of Sprint against  additional  liabilities not
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 Articles, as
          amended, are filed as Exhibit 3(a) to Sprint Corporation's  Quarterly
          Report on Form 10-Q for the quarter ended March 31, 2003, and
          incorporated herein by reference.

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

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

4-D.      Provisions regarding Stockholders' Meetings are set forth in Article
          III of the Bylaws. Provisions regarding the Capital Stock Committee
          are set forth in Article IV, Section 12 of the Bylaws. The Bylaws are
          filed as Exhibit 3.2 to Amendment No. 4 to Sprint Corporation's
          Registration Statement on Form 8-A relating to Sprint's Series 1 PCS
          Common Stock, filed April 17, 2002, and incorporated herein by
          reference.

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

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

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

                                        II-3

<PAGE>



23-A      Consent of Ernst & Young LLP.

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

24.       Power of Attorney is contained on page II-6 of this Registration
          Statement.


Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

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

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

                                        II-4

<PAGE>

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-5

<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 15th day of
May, 2003.

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

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

Name                    Title                          Date

/s/ G. D. Forsee        Chief Executive Officer and )
(G. D. Forsee)          Director                    )
                        (Principal Executive Officer)
                                                    )
                                                    )
                        Executive Vice President    )
/s/ Robert J. Dellinger and Chief Financial Officer )
(R. J. Dellinger)       (Principal Financial        )   May 15, 2003
                        Officer)                    )
                                                    )
                                                    )
/s/ J. P. Meyer         Senior Vice President and   )
(J. P. Meyer)           Controller                  )
                        (Principal Accounting       )
                        Officer)                    )



                                        II-6

<PAGE>

                                                    )
/s/ DuBose Ausley                                   )
(DuBose Ausley)         Director                    )
                                                    )
/s/ I. O. Hockaday, Jr.                             )
(I. O. Hockaday, Jr.)   Director                    )
                                                    )
                                                    )
(L. K. Lorimer)         Director                    )
                                                    )
                                                    )
/s/ C. E. Rice                                      )   May 15, 2003
(C. E. Rice) Director                               )
                                                    )
/s/ Michael Sears                                   )
(Michael M. Sears)      Director                    )
                                                    )
/s/ Louis W. Smith                                  )
(Louis W. Smith)        Director                    )
                                                    )
/s/ Stewart Turley                                  )
(Stewart Turley)        Director                    )
                                                    )








                                        II-7

<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 Articles, as amended, are
      filed as Exhibit 3(a) to Sprint Corporation's Quarterly Report on Form
      10-Q for the quarter ended March 31, 2003, and incorporated herein by
      reference.

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

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

4-D.  Provisions regarding Stockholders' Meetings are set forth in Article III
      of the Bylaws. Provisions regarding the Capital Stock Committee are set
      forth in Article IV, Section 12 of the Bylaws. The Bylaws are filed as
      Exhibit 3.2 to Amendment No. 4 to Sprint Corporation's Registration
      Statement on Form 8-A relating to Sprint's Series 1 PCS Common Stock,
      filed April 17, 2002, and incorporated herein by reference.

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

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

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

23-A  Consent of Ernst & Young LLP.

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

24.   Power of Attorney is contained on page II-6 of this Registration
      Statement.
[{"type": "S-8", "sequence": "1", "filename": "espp052003.txt", "description": "1988 EMPLOYEES STOCK PURCHASE PLAN", "secsgml_size_bytes": 22896}]
{"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": "333-105244", "film-number": "03701492"}, "business-address": {"street1": "PO BOX 11315", "city": "KANSAS CITY", "state": "MO", "zip": "64112", "phone": "9136243000"}, "mail-address": {"street1": "PO BOX 11315", "city": "KANSAS CITY", "state": "MO", "zip": "64112"}, "former-company": [{"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}, {"former-conformed-name": "UNITED UTILITIES INC", "date-changed": "19731011"}]}
Registration No. 333-

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

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

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

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

               Post Office Box 11315, Kansas City, Missouri 64112
                    (Address of principal executive offices)
                            ------------------------

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

                              CLAUDIA S. TOUSSAINT
          Vice President, Corporate Governance and Corporate Secretary
                                 P.O. Box 11315
                           Kansas City, Missouri 64112
                     (Name and address of agent for service)

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

                                      Proposed    Proposed
                                       maximum    maximum
                          Amount      offering   aggregate
Title of securities       to be        price     offering            Amount of
To be registered        registered    per unit     price           Registration
Shares of FON Common
Stock
($2.00 par value) . .   10,000,000    $11.44(1)   $114,400,000(1)  $ 9,254.96(2)

Shares of PCS Common
Stock
($1.00 par value) . .   40,000,000    $3.73(3)    $149,200,000(3)  $12,070.28(2)
(1)  Estimated  solely for  purposes  of  determining  the  registration  fee in
     accordance with Rule  457(h)(1).  The average of the high and low prices of
     the FON  Common  Stock on May 8,  2003,  as  reported  in the  consolidated
     reporting  system,  was $11.44.
(2)  The  filing  fees have  previously  been  paid.
(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 PCS Common  Stock on May 14,  2003,  as reported  in the  consolidated
     reporting system, was $3.73.
The provisions of Rule 416 under the Securities Act of 1933 shall apply to this
Registration Statement and the number of shares registered on this Registration
Statement automatically shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus relating
to this Registration Statement meets the requirements for use in connection with
the shares of common stock registered under the following Registration
Statements on Form S-8: No. 33-53695, No. 333-76755, and No. 333-61462
pertaining to the 1988 Employees Stock Purchase Plan.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

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

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

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

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

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

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

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

     o Description of FON Common Stock contained in Amendment No. 4 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's FON Common Stock,
       filed April 17, 2002.

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

     o Description of PCS Common Stock contained in Amendment No. 4 to Sprint's
       Registration Statement on Form 8-A relating to Sprint's PCS Common Stock,
       filed April 17, 2002.

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

     All  documents  subsequently  filed by Sprint  pursuant  to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which

                                        II-1
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration  Statement and to be part of this
Registration  Statement  from the date of the filing of such  documents.  Sprint
expressly  excludes from such  incorporation  information  furnished pursuant to
Item 9 or Item 12 of any  Current  Report on Form 8-K,  and the Audit  Committee
Report,  the Report of the  Compensation  Committee,  and the Performance  Graph
contained in any proxy  statement  filed by Sprint pursuant to Section 14 of the
Securities  Exchange  Act of  1934  subsequent  to the  date of  filing  of this
Registration  Statement  and  before  the  termination  of the  offering  of the
securities covered by this Registration Statement.

Item 4.   Description of Securities

     See Incorporation of Documents by Reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of FON Common Stock and
PCS Common Stock to be issued under the 1988  Employees  Stock Purchase Plan was
passed upon by Michael T. Hyde, Assistant Secretary of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 9 of the  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 and
indemnify  directors and officers of Sprint against  additional  liabilities not
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 Articles, as
          amended, are filed as Exhibit 3(a) to Sprint Corporation's  Quarterly
          Report on Form 10-Q for the quarter ended March 31, 2003, and
          incorporated herein by reference.

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

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

4-D.      Provisions regarding Stockholders' Meetings are set forth in Article
          III of the Bylaws. Provisions regarding the Capital Stock Committee
          are set forth in Article IV, Section 12 of the Bylaws. The Bylaws are
          filed as Exhibit 3.2 to Amendment No. 4 to Sprint Corporation's
          Registration Statement on Form 8-A relating to Sprint's Series 1 PCS
          Common Stock, filed April 17, 2002, and incorporated herein by
          reference.

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

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

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

                                        II-3
23-A      Consent of Ernst & Young LLP.

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

24.       Power of Attorney is contained on page II-6 of this Registration
          Statement.

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

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

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

                                        II-4
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-5
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 15th day of
May, 2003.

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

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

Name                    Title                          Date

/s/ G. D. Forsee        Chief Executive Officer and )
(G. D. Forsee)          Director                    )
                        (Principal Executive Officer)
                                                    )
                                                    )
                        Executive Vice President    )
/s/ Robert J. Dellinger and Chief Financial Officer )
(R. J. Dellinger)       (Principal Financial        )   May 15, 2003
                        Officer)                    )
                                                    )
                                                    )
/s/ J. P. Meyer         Senior Vice President and   )
(J. P. Meyer)           Controller                  )
                        (Principal Accounting       )
                        Officer)                    )

                                        II-6
)
/s/ DuBose Ausley                                   )
(DuBose Ausley)         Director                    )
                                                    )
/s/ I. O. Hockaday, Jr.                             )
(I. O. Hockaday, Jr.)   Director                    )
                                                    )
                                                    )
(L. K. Lorimer)         Director                    )
                                                    )
                                                    )
/s/ C. E. Rice                                      )   May 15, 2003
(C. E. Rice) Director                               )
                                                    )
/s/ Michael Sears                                   )
(Michael M. Sears)      Director                    )
                                                    )
/s/ Louis W. Smith                                  )
(Louis W. Smith)        Director                    )
                                                    )
/s/ Stewart Turley                                  )
(Stewart Turley)        Director                    )
                                                    )

                                        II-7
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 Articles, as amended, are
      filed as Exhibit 3(a) to Sprint Corporation's Quarterly Report on Form
      10-Q for the quarter ended March 31, 2003, and incorporated herein by
      reference.

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

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

4-D.  Provisions regarding Stockholders' Meetings are set forth in Article III
      of the Bylaws. Provisions regarding the Capital Stock Committee are set
      forth in Article IV, Section 12 of the Bylaws. The Bylaws are filed as
      Exhibit 3.2 to Amendment No. 4 to Sprint Corporation's Registration
      Statement on Form 8-A relating to Sprint's Series 1 PCS Common Stock,
      filed April 17, 2002, and incorporated herein by reference.

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

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

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

23-A  Consent of Ernst & Young LLP.

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

24.   Power of Attorney is contained on page II-6 of this Registration
      Statement.