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              Identification No.)
        organization)

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

                       SPRINT CORPORATION
                     1990 STOCK OPTION PLAN
                    (Full title of the Plan)
                    ------------------------
                         THOMAS A. GERKE
   Vice President, Corporate Secretary, and Associate General
                             Counsel
                         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) 624-3326
                    ------------------------

<TABLE>

                 CALCULATION OF REGISTRATION FEE

<CAPTION>

                                       Proposed
                                        maximum       Proposed
                          Amount       offering       Maximum       Amount of
Title of securities        to be         price       Aggregate    Registration
to be registered         registered    per share   offering price     Fee

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

Shares of FON Common
Stock                    28,200,000   $26.435 (1)  $745,467,000 (1)  $186,366.75
($2.00 par value) . .

Shares of PCS Common
Stock                    21,400,000   $28.565 (2)  $611,291,000 (2)  $152,822.75
($1.00 par value) . .

<FN>
(1)Estimated  solely  for  purposes  of  determining  the  registration  fee  in
accordance  with Rule 457(c) and (h).  The average of the high and low prices of
the FON Common  Stock on January  16,  2001,  as  reported  in the  consolidated
reporting system, was $26.435.
</FN>

<FN>
(2)Estimated  solely  for  purposes  of  determining  the  registration  fee in
accordance  with Rule 457(c) and (h).  The average of the high and low prices of
the PCS Common  Stock on January  16,  2001,  as  reported  in the  consolidated
reporting system,  was $28.565.
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 FON  Common  Stock and PCS  Common  Stock  registered  under the
following  Registration  Statements on Form S-8: No. 333-68739 pertaining to the
1990 Stock Option Plan; No. 333-46491  pertaining to the 1990 Stock Option Plan;
No.  33-59349  pertaining  to the  1990  Stock  Option  Plan;  and  No.  2-97322
pertaining to the 1985 Stock Option Plan.
</FN>
</TABLE>


  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, 1999.

     -  Sprint's Quarterly Reports on Form 10-Q for the quarters ended March 31,
        2000, June 30, 2000 and September 30, 2000.

     -  Sprint's Current Reports on Form 8-K dated January 26, 2000, February
        22, 2000, July 13, 2000 and October 17, 2000.

     -  Description of FON Common Stock contained in Amendment No. 2 to Sprint's
        Registration Statement on Form 8-A relating to Sprint's FON Common
        Stock, filed May 30, 2000.

     -  Description of FON Group Rights contained in Amendment No. 3 to Sprint's
        Registration Statement on Form 8-A relating to Sprint's FON Group
        Rights, filed August 4, 1999.

     -  Description of PCS Common Stock contained in Amendment No. 2 to Sprint's
        Registration Statement on Form 8-A relating to Sprint's PCS Common
        Stock, filed May 30, 2000.

     -  Description of PCS Group Rights contained in Amendment No. 2 to Sprint's
        Registration Statement on Form 8-A relating to Sprint's PCS Group
        Rights, filed July 26, 1999.


      All  documents  subsequently  filed by Sprint  pursuant to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,  prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part of  this  Registration  Statement  from  the  date  of the  filing  of such
documents.  Sprint expressly  excludes from such incorporation the Report of the
Compensation  Committee,  the  Performance  Graph and any Report on Repricing of
Options/SARs  contained  in any  proxy  statement  filed by Sprint  pursuant  to
Section 14 of the  Securities  Exchange  Act of 1934  subsequent  to the

                                   II-1

<PAGE>


date of filing  of this  Registration  Statement  and  prior to 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 1990 Stock Option Plan upon the exercise
of stock options was passed upon by Michael T. Hyde, Esq.,  Assistant  Secretary
of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 10 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 10,  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 10 and
indemnify  directors and officers of Sprint against  additional  liabilities not
indemnified under Section 10.

      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 are
          filed as Exhibit 3(a) to Sprint Corporation's Quarterly Report on Form
          10-Q for the quarter ended March 31, 2000 and  incorporated  herein by
          reference.


 4-B.     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.     Provisions  regarding  the Capital  Stock  Committee  are set forth in
          Article IV, Section 13 of the Bylaws.  The Bylaws are filed as Exhibit
          3(b) to  Sprint  Corporation's  Quarterly  Report on Form 10-Q for the
          quarter ended March 31, 2000 and incorporated herein by reference.

 4-D.     Tracking Stock Policies of Sprint Corporation (filed  as Exhibit 4D to
          Post-Effective Amendment No. 2 to  Sprint Corporation's Registration
          Statement on Form  S-3  (No. 33-58488) and incorporated herein by
          reference).

 4-E.     Amended  and Restated Standstill Agreement dated  as  of November  23,
          1998,  by and among Sprint  Corporation, France  Telecom S.A. 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 Deloitte & Touche LLP.


                                       II-3

<PAGE>


 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-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

                                     II-4

<PAGE>

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-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  Westwood,  State  of  Kansas,  on the  19th day of
January, 2001.

                              SPRINT CORPORATION

                              By: /s/ A. B. Krause
                                  (A. B. Krause, Executive Vice President)

                          POWER OF ATTORNEY

      We,  the  undersigned  officers  and  directors  of  Sprint Corporation,
hereby severally constitute  W.  T.  Esrey,  R.  T. LeMay, A. B. Krause and
J. R. Devlin 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

                        Chairman of the Board and   )
                        Chief Executive Officer     )
/s/ W. T. Esrey         (Principal Executive        )
(W. T. Esrey)           Officer)                    )
                                                    )
                                                    )
                        Executive Vice President    )
                        and Chief Financial Officer )
/s/ A. B. Krause        (Principal Financial        )  January 19, 2001
(A. B. Krause)          Officer)                    )
                                                    )
/s/ J. P. Meyer         Senior Vice President and   )
(J. P. Meyer)           Controller                  )
                        (Principal Accounting       )
                        Officer)                    )


                              II-6

<PAGE>

                                                    )
/s/ DuBose Ausley       Director                    )
(DuBose Ausley)                                     )
                                                    )
/s/ W. L. Batts         Director                    )
(W. L. Batts)                                       )
                                                    )
/s/ I. O. Hockaday, Jr. Director                    )
(I. O. Hockaday, Jr.)                               )
                                                    )
/s/ Harold S. Hook      Director                    )
(H. S. Hook)                                        )
                                                    )
/s/ R. T. LeMay         Director                    )  January 19, 2001
(R. T. LeMay)                                       )
                                                    )
/s/ Linda K. Lorimer    Director                    )
(L. K. Lorimer)                                     )
                                                    )
/s/ C. E. Rice          Director                    )
(C. E. Rice)                                        )
                                                    )
/s/ Louis W. Smith      Director                    )
(Louis W. Smith)                                    )
                                                    )
/s/ Stewart Turley      Director                    )
(Stewart Turley)                                    )



                                   II-7


<PAGE>


EXHIBIT INDEX

Exhibit
Number                                                           Page

 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
          are filed as Exhibit 3(a) to Sprint Corporation's
          Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000 and  incorporated  herein by reference.

 4-B.     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.     Provisions regarding the Capital Stock Committee are
          set forth in Article IV, Section 13 of the Bylaws.
          The Bylaws are filed as Exhibit 3(b) to  Sprint
          Corporation's  Quarterly  Report on Form 10-Q for the
          quarter ended March 31, 2000 and incorporated herein
          by reference.

 4-D.     Tracking Stock Policies of Sprint Corporation (filed as
          Exhibit 4D to Post-Effective Amendment No. 2 to  Sprint
          Corporation's Registration Statement on Form  S-3  (No.
          33-58488) and incorporated herein by reference).

 4-E.     Amended  and Restated Standstill Agreement dated  as of
          November  23,  1998,  by and among Sprint  Corporation,
          France  Telecom S.A. 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 Deloitte & Touche LLP.


<PAGE>


 23-C.    Consent of Don A. 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": "0001.txt", "description": "1990 STOCK OPTION PLAN", "secsgml_size_bytes": 22139}]
{"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": "333-54108", "film-number": "1512599"}, "business-address": {"street1": "2330 SHAWNEE MISSION PKWY", "city": "WESTWOOD", "state": "KS", "zip": "66205", "phone": "9136243000"}, "mail-address": {"street1": "2330 SHAWNEE MISSION PKWY", "city": "WESTWOOD", "state": "KS", "zip": "66205"}, "former-company": [{"former-conformed-name": "UNITED TELECOMMUNICATIONS INC", "date-changed": "19920316"}, {"former-conformed-name": "UNITED UTILITIES INC", "date-changed": "19731011"}]}
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              Identification No.)
        organization)

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

                       SPRINT CORPORATION
                     1990 STOCK OPTION PLAN
                    (Full title of the Plan)
                    ------------------------
                         THOMAS A. GERKE
   Vice President, Corporate Secretary, and Associate General
                             Counsel
                         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) 624-3326
                    ------------------------

                 CALCULATION OF REGISTRATION FEE
Proposed
                                        maximum       Proposed
                          Amount       offering       Maximum       Amount of
Title of securities        to be         price       Aggregate    Registration
to be registered         registered    per share   offering price     Fee
Shares of FON Common
Stock                    28,200,000   $26.435 (1)  $745,467,000 (1)  $186,366.75
($2.00 par value) . .

Shares of PCS Common
Stock                    21,400,000   $28.565 (2)  $611,291,000 (2)  $152,822.75
($1.00 par value) . .
(1)Estimated  solely  for  purposes  of  determining  the  registration  fee  in
accordance  with Rule 457(c) and (h).  The average of the high and low prices of
the FON Common  Stock on January  16,  2001,  as  reported  in the  consolidated
reporting system, was $26.435.
(2)Estimated  solely  for  purposes  of  determining  the  registration  fee in
accordance  with Rule 457(c) and (h).  The average of the high and low prices of
the PCS Common  Stock on January  16,  2001,  as  reported  in the  consolidated
reporting system,  was $28.565.
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 FON  Common  Stock and PCS  Common  Stock  registered  under the
following  Registration  Statements on Form S-8: No. 333-68739 pertaining to the
1990 Stock Option Plan; No. 333-46491  pertaining to the 1990 Stock Option Plan;
No.  33-59349  pertaining  to the  1990  Stock  Option  Plan;  and  No.  2-97322
pertaining to the 1985 Stock Option 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:

     -  Sprint's Annual Report on Form 10-K for the year ended
        December 31, 1999.

     -  Sprint's Quarterly Reports on Form 10-Q for the quarters ended March 31,
        2000, June 30, 2000 and September 30, 2000.

     -  Sprint's Current Reports on Form 8-K dated January 26, 2000, February
        22, 2000, July 13, 2000 and October 17, 2000.

     -  Description of FON Common Stock contained in Amendment No. 2 to Sprint's
        Registration Statement on Form 8-A relating to Sprint's FON Common
        Stock, filed May 30, 2000.

     -  Description of FON Group Rights contained in Amendment No. 3 to Sprint's
        Registration Statement on Form 8-A relating to Sprint's FON Group
        Rights, filed August 4, 1999.

     -  Description of PCS Common Stock contained in Amendment No. 2 to Sprint's
        Registration Statement on Form 8-A relating to Sprint's PCS Common
        Stock, filed May 30, 2000.

     -  Description of PCS Group Rights contained in Amendment No. 2 to Sprint's
        Registration Statement on Form 8-A relating to Sprint's PCS Group
        Rights, filed July 26, 1999.

      All  documents  subsequently  filed by Sprint  pursuant to Section  13(a),
13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,  prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part of  this  Registration  Statement  from  the  date  of the  filing  of such
documents.  Sprint expressly  excludes from such incorporation the Report of the
Compensation  Committee,  the  Performance  Graph and any Report on Repricing of
Options/SARs  contained  in any  proxy  statement  filed by Sprint  pursuant  to
Section 14 of the  Securities  Exchange  Act of 1934  subsequent  to the

                                   II-1
date of filing  of this  Registration  Statement  and  prior to 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 1990 Stock Option Plan upon the exercise
of stock options was passed upon by Michael T. Hyde, Esq.,  Assistant  Secretary
of Sprint.

Item 6.   Indemnification of Directors and Officers

     Consistent with Section 17-6305 of the Kansas Statutes  Annotated,  Article
IV,  Section 10 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 10,  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 10 and
indemnify  directors and officers of Sprint against  additional  liabilities not
indemnified under Section 10.

      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 are
          filed as Exhibit 3(a) to Sprint Corporation's Quarterly Report on Form
          10-Q for the quarter ended March 31, 2000 and  incorporated  herein by
          reference.

 4-B.     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.     Provisions  regarding  the Capital  Stock  Committee  are set forth in
          Article IV, Section 13 of the Bylaws.  The Bylaws are filed as Exhibit
          3(b) to  Sprint  Corporation's  Quarterly  Report on Form 10-Q for the
          quarter ended March 31, 2000 and incorporated herein by reference.

 4-D.     Tracking Stock Policies of Sprint Corporation (filed  as Exhibit 4D to
          Post-Effective Amendment No. 2 to  Sprint Corporation's Registration
          Statement on Form  S-3  (No. 33-58488) and incorporated herein by
          reference).

 4-E.     Amended  and Restated Standstill Agreement dated  as  of November  23,
          1998,  by and among Sprint  Corporation, France  Telecom S.A. 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 Deloitte & Touche LLP.

                                       II-3
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-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

                                     II-4
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-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  Westwood,  State  of  Kansas,  on the  19th day of
January, 2001.

                              SPRINT CORPORATION

                              By: /s/ A. B. Krause
                                  (A. B. Krause, Executive Vice President)

                          POWER OF ATTORNEY

      We,  the  undersigned  officers  and  directors  of  Sprint Corporation,
hereby severally constitute  W.  T.  Esrey,  R.  T. LeMay, A. B. Krause and
J. R. Devlin 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

                        Chairman of the Board and   )
                        Chief Executive Officer     )
/s/ W. T. Esrey         (Principal Executive        )
(W. T. Esrey)           Officer)                    )
                                                    )
                                                    )
                        Executive Vice President    )
                        and Chief Financial Officer )
/s/ A. B. Krause        (Principal Financial        )  January 19, 2001
(A. B. Krause)          Officer)                    )
                                                    )
/s/ J. P. Meyer         Senior Vice President and   )
(J. P. Meyer)           Controller                  )
                        (Principal Accounting       )
                        Officer)                    )

                              II-6
)
/s/ DuBose Ausley       Director                    )
(DuBose Ausley)                                     )
                                                    )
/s/ W. L. Batts         Director                    )
(W. L. Batts)                                       )
                                                    )
/s/ I. O. Hockaday, Jr. Director                    )
(I. O. Hockaday, Jr.)                               )
                                                    )
/s/ Harold S. Hook      Director                    )
(H. S. Hook)                                        )
                                                    )
/s/ R. T. LeMay         Director                    )  January 19, 2001
(R. T. LeMay)                                       )
                                                    )
/s/ Linda K. Lorimer    Director                    )
(L. K. Lorimer)                                     )
                                                    )
/s/ C. E. Rice          Director                    )
(C. E. Rice)                                        )
                                                    )
/s/ Louis W. Smith      Director                    )
(Louis W. Smith)                                    )
                                                    )
/s/ Stewart Turley      Director                    )
(Stewart Turley)                                    )

                                   II-7
EXHIBIT INDEX

Exhibit
Number                                                           Page

 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
          are filed as Exhibit 3(a) to Sprint Corporation's
          Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000 and  incorporated  herein by reference.

 4-B.     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.     Provisions regarding the Capital Stock Committee are
          set forth in Article IV, Section 13 of the Bylaws.
          The Bylaws are filed as Exhibit 3(b) to  Sprint
          Corporation's  Quarterly  Report on Form 10-Q for the
          quarter ended March 31, 2000 and incorporated herein
          by reference.

 4-D.     Tracking Stock Policies of Sprint Corporation (filed as
          Exhibit 4D to Post-Effective Amendment No. 2 to  Sprint
          Corporation's Registration Statement on Form  S-3  (No.
          33-58488) and incorporated herein by reference).

 4-E.     Amended  and Restated Standstill Agreement dated  as of
          November  23,  1998,  by and among Sprint  Corporation,
          France  Telecom S.A. 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 Deloitte & Touche LLP.
23-C.    Consent of Don A. 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.