Registration No. 333-


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

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

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

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

   6200 Sprint Parkway, Overland Park, Kansas                66251
   (Address of principal executive offices)                (Zip Code)


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

                                Charlie R. Wunsch
                                 General Counsel
                            Sprint Nextel Corporation
                               6200 Sprint Parkway
                           Overland Park, Kansas 66251
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (800) 829-0965


      Indicate by check mark whether the registrant is a large accelerated
  filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
 company. See the definitions of "large accelerated filer," "accelerated filer"
       and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

     Large accelerated filer  |X|             Accelerated filer           ___

   Non-accelerated filer  ___ (Do not check if a smaller reporting company)

                                              Smaller reporting company   ___

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

<S>                           <C>                <C>                            <C>                            <C>
----------------------------- ------------------ ------------------------------ ------------------------------ ---------------------
Title of securities to be        Amount to be      Proposed maximum offering      Proposed maximum aggregate         Amount of
        registered               registered(1)         price per share(2)               offering price(2)         registration Fee
----------------------------- ------------------ ------------------------------ ------------------------------ ---------------------

Common Stock, Series 1, $2.00
par value                         80,000,000                 $5.07                        $405,600,000                $22,632
----------------------------- ------------------ ------------------------------ ------------------------------ ---------------------

<PAGE>

<FN>
(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
       "Securities Act"), this Registration Statement shall also cover any
       additional shares of the Registrant's common stock in respect of the
       securities identified in the above table as a result of any stock
       dividend, stock split, reorganization, recapitalization or other similar
       transaction.
</FN>


<FN>
(2)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon
       the average of the high and low prices of the Registrant's Common Stock
       as reported on the New York Stock Exchange on May 13, 2009.
</FN>



</TABLE>

                                EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Sprint Nextel Corporation, a
Kansas corporation ("Sprint Nextel," the "Company" or the "Registrant"),relating
to an additional 80,000,000 shares of its Series I common stock, par value $2.00
per share (the "Common  Stock"),  issuable to eligible  employees of the Company
under the 1988 Employees Stock Purchase Plan (the "Plan"), which Common Stock is
in addition to the 20,004,186 shares of Common Stock registered on the Company's
Form S-8 filed on May 15,  2004  (Commission  File No.  333-115607)  (the "Prior
Registration Statement").

This Registration  Statement relates to securities of the same class as those to
which the Prior Registration  Statement relates,  and is submitted in accordance
with General  Instruction  E to Form S-8  regarding  registration  of additional
securities.  Pursuant to  Instruction  E of Form S-8,  the contents of the Prior
Registration Statement is incorporated herein by reference and made part of this
Registration Statement, except as amended hereby.


<PAGE>






           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference

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

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2008, filed on February 27, 2009.

     o    Quarterly Report on Form 10-Q for the quarter ended March 31, 2009,
          filed on May 8, 2009.

     o    January 26, 2009 (only the  information  reported  under Item 2.05 and
          5.02 is  incorporated  herein by reference),  as amended by Form 8-K/A
          filed on January 27, 2009 (only the  information  reported  under Item
          2.05 is  incorporated  herein by  reference),  March 3, 2009 (only the
          information  reported  under  Item  5.02  is  incorporated  herein  by
          reference) and March 27, 2009.

     o    Description  of common stock  contained  in Amendment  No. 8 to Sprint
          Nextel's  Registration  Statement  on  Form  8-A  relating  to  Sprint
          Nextel's  Common  Stock,  Series  1 filed  August  12,  2005,  and any
          amendment   or  report   filed  for  the  purpose  of  updating   that
          description.

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


Item 5.    Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of Sprint Nextel Common
Stock to be issued under the 1988 Employees  Stock Purchase Plan was passed upon
by  Timothy  O'Grady,  Vice  President  - Legal  and  Governance  and  Assistant
Corporate  Secretary  of  Sprint  Nextel.  As  of  May  18,  2009,  Mr.  O'Grady
beneficially  owns, or has rights to acquire  under an employee  benefit plan of
the Registrant, an aggregate of less than one percent of the Common Stock of the
Registrant.



                                        1

<PAGE>



Item 8.    Exhibits

Exhibit
Number   Exhibits

4.1      Sprint Nextel Corporation Employees Stock Purchase Plan Amended and
         Restated effective April 1, 2009.

5.       Opinion and consent of Timothy O'Grady, Esq.

23.1     Consent of KPMG LLP.

23.2     Consent of Timothy O'Grady, Esq. is contained in his opinion filed as
         Exhibit 5.

24.      Power of Attorney is contained on page II-7 of this Registration
         Statement.









                                        2

<PAGE>



Item 9.    Undertakings.

         The undersigned registrant hereby undertakes:

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

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

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

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

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

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

         (4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:

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

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

                           (B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the Registration Statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the Registration Statement relating to the securities in
the Registration Statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial


                                        3


<PAGE>

bona fide offering thereof. Provided, however, that no statement made in a
Registration Statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration Statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the Registration
Statement or prospectus that was part of the Registration Statement or made in
any such document immediately prior to such effective date; or

                  (ii) If the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a Registration Statement
relating to an offering, other than Registration Statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the Registration Statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
Registration Statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration Statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the Registration Statement or
prospectus that was part of the Registration Statement or made in any such
document immediately prior to such date of first use.

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

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

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

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

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

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing


                                        4

<PAGE>

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.







                                        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 18th day of
May, 2009.

                                    SPRINT NEXTEL CORPORATION



                                    By: /s/ Robert H. Brust
                                    Name:   Robert H. Brust
                                    Title:  Chief Financial Officer








                                        6

<PAGE>




                                POWER OF ATTORNEY

We, the undersigned officers and directors of Sprint Nextel Corporation, hereby
severally constitute Charles R. Wunsch, Robert H. Brust, Timothy P. O'Grady,
Stefan K. Schnopp, Scott Andreasen and each of them singly, our true and lawful
attorneys with full power of substitution and re-substitution, to sign for us
and in our names in the capacities indicated below the Registration Statement
filed herewith and any and all amendments to the Registration Statement, and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Sprint Nextel Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities 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 to said Registration
Statements.

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed by the following persons in the capacities and
indicated on May 12, 2009.


                   Name                                          Title

/s/ Daniel R. Hesse
--------------------------------------------Chief Executive Officer and Director
(Daniel R. Hesse)                           (Principal Executive Officer)


/s/ Robert H. Brust
--------------------------------------------Chief Financial Officer
(Robert H. Brust)                           (Principal Financial Officer)


/s/ Charles L. Hall
--------------------------------------------Senior Vice President and Controller
(Charles L. Hall)                           (Principal Accounting Officer)


/s/ James H. Hance, Jr.
--------------------------------------------
(James H. Hance, Jr.)                       Chairman of the Board

/s/ Robert R. Bennett
--------------------------------------------
(Robert R. Bennett)                         Director

/s/ Gordon M. Bethune
--------------------------------------------
(Gordon M. Bethune)                         Director

/s/ Larry C. Glasscock
--------------------------------------------
(Larry C. Glasscock)                        Director

/s/ V. Janet Hill
--------------------------------------------
(V. Janet Hill)                             Director

/s/ Frank Ianna
--------------------------------------------
(Frank Ianna)                               Director



                                        7

<PAGE>




/s/ Sven-Christer Nilsson
--------------------------------------------
(Sven-Christer Nilsson)                     Director

/s/ William R. Nuti
--------------------------------------------
(William R. Nuti)                           Director

/s/ Rodney O'Neal
--------------------------------------------
(Rodney O'Neal)                             Director





                                  EXHIBIT INDEX

Exhibit
Number   Exhibits


4.1      Sprint Nextel Corporation Employees Stock Purchase Plan Amended and
         Restated effective April 1, 2009.

5.       Opinion and consent of Timothy O'Grady, Esq.

23.1     Consent of KPMG LLP.

23.2     Consent of Timothy O'Grady, Esq. is contained in his opinion filed as
         Exhibit 5.

24.      Power of Attorney is contained on page II-7 of this Registration
         Statement.









                                        8
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{"company-data": {"conformed-name": "SPRINT NEXTEL CORP", "cik": "0000101830", "assigned-sic": "4813", "irs-number": "480457967", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-159330", "film-number": "09838405"}, "business-address": {"street1": "6200 SPRINT PARKWAY", "city": "OVERLAND PARK", "state": "KS", "zip": "66251", "phone": "800-829-0965"}, "mail-address": {"street1": "6200 SPRINT PARKWAY", "city": "OVERLAND PARK", "state": "KS", "zip": "66251"}, "former-company": [{"former-conformed-name": "SPRINT CORP", "date-changed": "19921222"}, {"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}, {"former-conformed-name": "UNITED UTILITIES INC", "date-changed": "19731011"}]}
Registration No. 333-

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

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

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

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

   6200 Sprint Parkway, Overland Park, Kansas                66251
   (Address of principal executive offices)                (Zip Code)

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

                                Charlie R. Wunsch
                                 General Counsel
                            Sprint Nextel Corporation
                               6200 Sprint Parkway
                           Overland Park, Kansas 66251
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (800) 829-0965

      Indicate by check mark whether the registrant is a large accelerated
  filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
 company. See the definitions of "large accelerated filer," "accelerated filer"
       and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

     Large accelerated filer  |X|             Accelerated filer           ___

   Non-accelerated filer  ___ (Do not check if a smaller reporting company)

                                              Smaller reporting company   ___

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

                         CALCULATION OF REGISTRATION FEE
----------------------------- ------------------ ------------------------------ ------------------------------ ---------------------
Title of securities to be        Amount to be      Proposed maximum offering      Proposed maximum aggregate         Amount of
        registered               registered(1)         price per share(2)               offering price(2)         registration Fee
----------------------------- ------------------ ------------------------------ ------------------------------ ---------------------

Common Stock, Series 1, $2.00
par value                         80,000,000                 $5.07                        $405,600,000                $22,632
----------------------------- ------------------ ------------------------------ ------------------------------ ---------------------
(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
       "Securities Act"), this Registration Statement shall also cover any
       additional shares of the Registrant's common stock in respect of the
       securities identified in the above table as a result of any stock
       dividend, stock split, reorganization, recapitalization or other similar
       transaction.
(2)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon
       the average of the high and low prices of the Registrant's Common Stock
       as reported on the New York Stock Exchange on May 13, 2009.
EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Sprint Nextel Corporation, a
Kansas corporation ("Sprint Nextel," the "Company" or the "Registrant"),relating
to an additional 80,000,000 shares of its Series I common stock, par value $2.00
per share (the "Common  Stock"),  issuable to eligible  employees of the Company
under the 1988 Employees Stock Purchase Plan (the "Plan"), which Common Stock is
in addition to the 20,004,186 shares of Common Stock registered on the Company's
Form S-8 filed on May 15,  2004  (Commission  File No.  333-115607)  (the "Prior
Registration Statement").

This Registration  Statement relates to securities of the same class as those to
which the Prior Registration  Statement relates,  and is submitted in accordance
with General  Instruction  E to Form S-8  regarding  registration  of additional
securities.  Pursuant to  Instruction  E of Form S-8,  the contents of the Prior
Registration Statement is incorporated herein by reference and made part of this
Registration Statement, except as amended hereby.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

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

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2008, filed on February 27, 2009.

     o    Quarterly Report on Form 10-Q for the quarter ended March 31, 2009,
          filed on May 8, 2009.

     o    January 26, 2009 (only the  information  reported  under Item 2.05 and
          5.02 is  incorporated  herein by reference),  as amended by Form 8-K/A
          filed on January 27, 2009 (only the  information  reported  under Item
          2.05 is  incorporated  herein by  reference),  March 3, 2009 (only the
          information  reported  under  Item  5.02  is  incorporated  herein  by
          reference) and March 27, 2009.

     o    Description  of common stock  contained  in Amendment  No. 8 to Sprint
          Nextel's  Registration  Statement  on  Form  8-A  relating  to  Sprint
          Nextel's  Common  Stock,  Series  1 filed  August  12,  2005,  and any
          amendment   or  report   filed  for  the  purpose  of  updating   that
          description.

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

Item 5.    Interests of Named Experts and Counsel

     The validity of the authorized and unissued  shares of Sprint Nextel Common
Stock to be issued under the 1988 Employees  Stock Purchase Plan was passed upon
by  Timothy  O'Grady,  Vice  President  - Legal  and  Governance  and  Assistant
Corporate  Secretary  of  Sprint  Nextel.  As  of  May  18,  2009,  Mr.  O'Grady
beneficially  owns, or has rights to acquire  under an employee  benefit plan of
the Registrant, an aggregate of less than one percent of the Common Stock of the
Registrant.

                                        1
Item 8.    Exhibits

Exhibit
Number   Exhibits

4.1      Sprint Nextel Corporation Employees Stock Purchase Plan Amended and
         Restated effective April 1, 2009.

5.       Opinion and consent of Timothy O'Grady, Esq.

23.1     Consent of KPMG LLP.

23.2     Consent of Timothy O'Grady, Esq. is contained in his opinion filed as
         Exhibit 5.

24.      Power of Attorney is contained on page II-7 of this Registration
         Statement.

                                        2
Item 9.    Undertakings.

         The undersigned registrant hereby undertakes:

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

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

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

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

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

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

         (4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:

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

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

                           (B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the Registration Statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the Registration Statement relating to the securities in
the Registration Statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial

                                        3
bona fide offering thereof. Provided, however, that no statement made in a
Registration Statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration Statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the Registration
Statement or prospectus that was part of the Registration Statement or made in
any such document immediately prior to such effective date; or

                  (ii) If the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a Registration Statement
relating to an offering, other than Registration Statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the Registration Statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
Registration Statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration Statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the Registration Statement or
prospectus that was part of the Registration Statement or made in any such
document immediately prior to such date of first use.

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

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

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

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

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

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing

                                        4
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.

                                        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 18th day of
May, 2009.

                                    SPRINT NEXTEL CORPORATION

                                    By: /s/ Robert H. Brust
                                    Name:   Robert H. Brust
                                    Title:  Chief Financial Officer

                                        6
POWER OF ATTORNEY

We, the undersigned officers and directors of Sprint Nextel Corporation, hereby
severally constitute Charles R. Wunsch, Robert H. Brust, Timothy P. O'Grady,
Stefan K. Schnopp, Scott Andreasen and each of them singly, our true and lawful
attorneys with full power of substitution and re-substitution, to sign for us
and in our names in the capacities indicated below the Registration Statement
filed herewith and any and all amendments to the Registration Statement, and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Sprint Nextel Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities 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 to said Registration
Statements.

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed by the following persons in the capacities and
indicated on May 12, 2009.

                   Name                                          Title

/s/ Daniel R. Hesse
--------------------------------------------Chief Executive Officer and Director
(Daniel R. Hesse)                           (Principal Executive Officer)

/s/ Robert H. Brust
--------------------------------------------Chief Financial Officer
(Robert H. Brust)                           (Principal Financial Officer)

/s/ Charles L. Hall
--------------------------------------------Senior Vice President and Controller
(Charles L. Hall)                           (Principal Accounting Officer)

/s/ James H. Hance, Jr.
--------------------------------------------
(James H. Hance, Jr.)                       Chairman of the Board

/s/ Robert R. Bennett
--------------------------------------------
(Robert R. Bennett)                         Director

/s/ Gordon M. Bethune
--------------------------------------------
(Gordon M. Bethune)                         Director

/s/ Larry C. Glasscock
--------------------------------------------
(Larry C. Glasscock)                        Director

/s/ V. Janet Hill
--------------------------------------------
(V. Janet Hill)                             Director

/s/ Frank Ianna
--------------------------------------------
(Frank Ianna)                               Director

                                        7
/s/ Sven-Christer Nilsson
--------------------------------------------
(Sven-Christer Nilsson)                     Director

/s/ William R. Nuti
--------------------------------------------
(William R. Nuti)                           Director

/s/ Rodney O'Neal
--------------------------------------------
(Rodney O'Neal)                             Director

                                  EXHIBIT INDEX

Exhibit
Number   Exhibits

4.1      Sprint Nextel Corporation Employees Stock Purchase Plan Amended and
         Restated effective April 1, 2009.

5.       Opinion and consent of Timothy O'Grady, Esq.

23.1     Consent of KPMG LLP.

23.2     Consent of Timothy O'Grady, Esq. is contained in his opinion filed as
         Exhibit 5.

24.      Power of Attorney is contained on page II-7 of this Registration
         Statement.

                                        8