SecProbe.io

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Mail Stop 0407

      April 18, 2005

Claudia S. Toussaint, Esq.
Vice President, Corporate Governance
  and Ethics, and Corporate Secretary
Sprint Corporation
P.O. Box 7997
Shawnee Mission, Kansas  66207-0997

	RE:  	Sprint Corporation
      Registration Statement on Form S-4
      Filed March 15, 2005
      File No. 333-123333

Dear Ms. Toussaint:

      We have reviewed your Form S-4 for disclosures related to
the
terms of the merger transaction and related matters and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Cover Page/Joint Letter to Shareholders
1. Please delete the final three sentences of the first paragraph,
as
they do not appear to constitute information required by Item 501
of
Regulation S-K or, without sufficient additional contextual
information, information that is key in making investment
decisions.
2. Please note that the $2.8 billion cash limit and additional
issuances of stock by either company before the merger, among
other
things, could lead to adjustments that reduce the expected 1.3
share
value in merger consideration.
3. Please disclose the total number of Sprint shares that you
currently expect to issue under the proposed merger, as required
by
Item 501(b)(2) of Regulation S-K.  In addition, disclose the
percentage of outstanding Sprint common shares that the Nextel
shareholders are expected to hold after the merger is completed.
4. Since the initial merger consideration is subject to
adjustment,
and the merger will not be completed until some time after the
stockholders` meetings, the number of shares of Sprint Nextel
stock
and cash consideration to be issued per share of Nextel stock will
not be known at the time of the meetings.  Accordingly,
prominently
disclose on the cover page that:
* Sprint and Nextel stockholders will not know at the time of
their
respective votes the number of shares and amount of cash that the
Nextel stockholders will receive in the merger; and
* the value of the merger consideration Nextel shareholders will
receive may be less than the current market value of 1.3 shares of
Sprint stock.

Questions and Answers About the Merger, page 1
5. Please consider adding a question and answer about Nextel
shareholders` rights of appraisal so that the information is
included
with the description of voting procedures rather than in the
summary.
Briefly explain what appraisal rights are.

Summary, page 3
6. Please place the information in the second italicized paragraph
on
page 3 in its own subsection.  In addition, please revise this
information so that it is clear what the current capital stock of
Sprint is and what the capital stock will be after the merger.  In
this regard, your varying references to Sprint`s capital stock can
be
confusing.  For example, on the cover page/letter to shareholders,
you refer to the following types of capital stock:
* shares of Sprint stock;
* Sprint Nextel common stock;
* Sprint Nextel non-voting common stock;
* Sprint Nextel preferred stock;
* Sprint`s FON common stock, series 1; and
* Sprint series 1 common stock, non-voting common stock and ninth
series preferred stock.

	The Companies, page 3
7. In your brief discussion of Sprint`s and Nextel`s businesses,
please note their current financial condition, including revenues
for
Nextel and net income or losses for both companies for fiscal
2004.

	Consideration to be Received in the Merger..., page 4
8. As currently written, it is very difficult to understand what
the
merger consideration is intended to be, under what circumstances
it
can be adjusted, the potential magnitude of any adjustments and
when
the merger consideration will be determined in relation to the
shareholder vote.  Please revise to include a table showing what
you
expect the per-share merger consideration would be if all
contemplated events occur (from the spin-off to a reasonable
assumption of Sprint and Nextel issuances of stock after the
stockholders` meetings), what happens if there is no spin-off, and
what happens if there are other adjustments.  Also illustrate how
the
value of the consideration to be received by holders of Nextel
Class
A common stock will fluctuate with the price of Sprint`s FON
common
stock.  Revise to present as a bulleted list the reasons why the
merger consideration is not determinable now or at the time of the
stockholders` meetings and the variables in determining the merger
consideration.   Consider briefly explaining the tax reasons
behind
the adjustments any caps on the type or amount of merger
consideration.  If you believe that the information can be clearly
and concisely presented in another manner, please revise
accordingly.
9. Briefly indicate how outstanding Sprint and Nextel stock
options
and stock-based awards will be treated in the merger.

	Directors and Executive Management Following the Merger, page
5
10. We encourage you to delete the list of other executive
officers
from the summary and rely on the cross-reference you have
provided.

	Opinions of Financial Advisors, page 6

11. Disclose the total fee that each of the fairness advisors will
receive and specifically note the amount and percentage of the
respective fees that will be paid only if the merger is
successfully
consummated.  Please consider adding a risk factor to address the
contingent nature of the fee structure.
	Interests of Directors and Executive Officers in the Merger,
page 7
12. Please provide an aggregate dollar amount of the benefits
Sprint
and Nextel executive officers and directors are expected to
receive
as a result of their interests in the merger, such as the values
of
the equity-based awards that will be accelerated and the retention
payments and arrangements.  Also include the increases in salary
and
bonus or incentive opportunities that executive officers will have
upon completion of the merger.

Provide expanded disclosure under "-Interests of Sprint and Nextel
Directors and Executive Officers in the Merger" on page 55 by
presenting quantified information on both an aggregate and
individual
basis.

	Material U.S. Federal Income Tax Consequences, page 7
13. Please disclose that you have received opinions from counsel
on
the material tax consequences of the merger.  Identify counsel and
briefly summarize their opinion.  In addition, when referring to
the
opinions that are a condition to closing, clarify throughout your
disclosure that those opinions are second or confirming opinions
of
the opinions that you have already received.

	Conditions to Completion of the Merger, page 8
14. Disclose here, and on pages 75 and 76 under "Conditions to
Completion of the Merger," the material conditions to the merger
that
are waiveable.  In addition, disclose here whether it is the
Nextel
board`s intent to resolicit stockholder approval of the merger if
either party waives material conditions.  We generally believe
that
resolicitation is required when companies waive material
conditions
to a merger, especially the receipt of an opinion that a merger is
not taxable to stockholders.
	Termination of the Merger, page 9
15. Please describe the circumstances under which the $1 billion
termination fee would be payable to either Sprint or Nextel.
Briefly
discuss the financial impact that the payment of the $1 billion
termination fee would have on each company.  We may have further
comment.
General
16. Briefly list what material events must occur following the
merger.  For example, we note your disclosure on page 26 that
Sprint
Nextel would have to offer to repurchase specified Nextel
outstanding
debt and would be subject to the holders of a majority of Nextel
Partners` class A common stock voting to require Sprint Nextel to
repurchase all of the outstanding Nextel Partners class A common
stock not held by Nextel.

Risk Factors, page 22

	General

17. We note your reference to risks described in documents that
Sprint and Nextel file with the SEC and incorporate by reference
into
the joint proxy statement/prospectus.  If you intend to
incorporate
risk factors by reference, then please follow these guidelines:

?	You must identify the particular document and section of the
document that contains the risk factor disclosure that you are
incorporating by reference;

?	Your risk factor disclosure must comply with our Rule 421 of
Regulation C.  See Question 3 of Updated Staff Legal Bulletin No.
7
(July 7, 1999); and

?	Your risk factor disclosure must be current.
In the alternative, you may physically include the risk factor
disclosure in your document.
18. Tell us what consideration you have given to including a risk
factor that describes the impact of the greater indebtedness of
the
combined company, assuming a significant portion of Nextel`s
outstanding indebtedness is not repurchased or extinguished
immediately after the merger.
19. Tell us what consideration you have given to including a risk
factor that describes possible conflicts of interest due to
management and director interests in the merger.

The businesses of Sprint, Nextel and Sprint Nextel could be
adversely..., page 23
20. Please revise the general risk factor caption to more
particularly describe the risk posed.

Failure to complete the merger could negatively impact..., page 24
21. Please provide enough detail to put the risk in context.  For
example, summarize the circumstances that lead to the $1 billion
termination fee and quantify the known costs that are payable
whether
or not the merger is completed.  Also, in the caption, revise to
explain how the information in the body of the risk factor "could
negatively impact the stock prices and the future business and
financial results of Sprint and Nextel."

The merger is subject to the receipt of consents and approvals...,
page 24
22. To aid investors in assessing the likelihood of the risk,
disclose here that you have filed applications and related
materials
with the Federal Trade Commission and the Department of Justice
and
indicate whether waiting periods have expired or have been
terminated.  Also indicate that you have not received Federal
Communications Commission and state commission approvals and do
not
expect to receive them before the stockholders meetings, as you
state
on page 8.

The completion of the contemplated spin-off..., page 24
23. Please clarify what the risk is to the combined company and
its
shareholders of Sprint Nextel being unable to spin-off its local
telecommunications business.  To assist investors in assessing the
magnitude of the risk, please briefly discuss the financial
condition
of Sprint`s local telecommunications business for fiscal 2004,
such
as its revenues and net losses or income.  We note the disclosure
on
page 5 and in note 18 to the financial statements of Sprint`s 2004
10-K.

	Sprint is subject to exclusivity provisions and other
restrictions..., page 27
24. In order to evaluate the magnitude of the risk concerning the
three Sprint PCS affiliate arrangements that do not have an
expressly
defined network, please indicate any minimum penalty amounts set
forth in the agreements for the possible breaches.

The Merger, page 30

Background of the Merger, page 30
25. We note that the Sprint and Nextel have regularly considered
opportunities for business combinations.  Please disclose whether,
from June 2003 through the time of the current merger discussions,
Sprint or Nextel identified or engaged in discussions with other
candidates regarding a potential business combination.  For
example,
we note the following opportunities each board had to engage in
discussions with other parties:
* after discussions between the two parties were terminated in
August
2003;
* when Sprint indicated it wasn`t interested in pursuing
discussions
with Nextel on February 8, 2004;
* when Nextel deferred discussions with Sprint in late June 2004;
and
* when discussions between Sprint and Nextel were suspended on
August
26, 2004.

If other opportunities weren`t pursued, please indicate why, and
explain why each board decided to pursue a business combination
with
each other rather than other third parties.  We may have further
comment.
26. Please discuss in more detail the disagreements that lead to
the
suspension of discussions on August 26, 2004.  For example, what
were
the differences over the economic terms of the transaction?
27. Since the inability to agree on economic, governance and other
terms were the reasons for suspending discussions in August 2004,
explain when and how these issues were resolved.  In this regard,
please discuss in more detail the nature of the November 2004
discussions concerning the "financial terms of the potential
business
combination and key governance issues," as well as the "key
transaction points" negotiated on December 3, 2004.
28. Please discuss further the negotiation of key aspects of the
proposed deal, including:
* the exchange ratio and type of merger consideration;
* structuring the transaction as a "merger of equals," including
the
final percentage of outstanding Sprint common shares that the
Nextel
shareholders would own post-merger;
* the potential spin-off of Sprint`s local telecommunication
business
and the impact of that spin-off on the merger consideration due to
tax concerns; and
* the deal protection provisions, including the $1 billion
termination fee.
29. Disclose the closing sale prices and implied exchange ratios
of
each company`s stock on December 14, 2004, the evening of which
the
Sprint and Nextel boards approved the merger agreement.

Strategic and Financial Rationale, page 33
30. Please balance your disclosure by addressing here material
potential disadvantages of the merger and, if necessary,
reconciling
the stated advantages, such as technology opportunities or
increased
size and scale, with the disadvantages, such as the difficulties
with
integrating dissimilar wireless networks or possible network
definition issues with Sprint PCS Affiliates that you describe in
your risk factors.  As another example, if necessary, reconcile
the
disclosure concerning increased financial flexibility with the
possible significant Nextel debt repurchase following the merger
and
other integration and spin-off costs.

Sprint Board of Directors` Recommendation, page 36
31. Please revise your disclosure under your reasons for the
merger
to more fully convey to stockholders your reasons for merging at
this
time, with Nextel in particular, and on the agreed terms.
Describe
in specific terms what it was about each factor that supports or
does
not support the board`s decision.
* For example, you disclose that your board considered
"comparisons
of historical financial measures for Sprint and Nextel...."; how
did
this impact the board`s determination to merge with Nextel in
particular at this time?
* Also, specifically address how the fourth bullet point on page
36
was considered in merger deliberations, since it appears that
Sprint
could spin-off this business without the merger, and it is
suggested
in this filing that the merger could occur without the spin-off.
Another consideration is that the financ