<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1996
Registration No. 33-58488
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 on
Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State of incorporation) (I.R.S. Employer
Identification No.)
P.O. Box 11315, Kansas City, Missouri 64112, (913) 624-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DON A. JENSEN
Vice President and Secretary
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Telephone (913) 624-3326
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. X
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.
<PAGE>
SPRINT CORPORATION
Common Stock
(Par Value $2.50 Per Share)
__________
Automatic Dividend Reinvestment Plan
__________
The Automatic Dividend Reinvestment Plan (the "Plan")
of Sprint Corporation ("Sprint") provides holders of its
Common Stock with a method of purchasing additional shares
of Common Stock without payment of any brokerage commission
or service charge. Any holder of record of Common Stock is
eligible to join the Plan. Of the original issue shares
authorized for issuance under the Plan, 1,163,514 shares
remained available for issuance at June 26, 1996.
Participants in the Plan may:
1. have cash dividends on all of their Common Stock
automatically reinvested,
2. have cash dividends on less than all of their
Common Stock automatically reinvested, and
continue to receive cash dividends on the
remaining Common Stock,
3. invest optional cash payments not to exceed $5,000
per quarter (minimum payment of $25), or
4. invest both cash dividends and optional cash
payments.
The administrator of the Plan is UMB Bank, n.a. It may
purchase shares of Sprint Common Stock for the accounts of
participants directly from Sprint or on the open market or
from private sources. If purchased from Sprint, the price
of shares will be the average of the high and low sales
price of the Common Stock on the relevant Investment Date as
shown by the composite listing of transactions as published
in major newspapers. If purchased on the open market or
from private sources, the price of shares will be the
average cost of all shares purchased in relation to the
relevant Investment Date. There is no discount on any
purchases. The closing price of the Common Stock on June
19, 1996, as shown by the composite listing of transactions
as published in major newspapers, was $40.25.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
The date of this Prospectus is June 26, 1996.
<PAGE>
TABLE OF CONTENTS
Page
Available Information 2
Information Incorporated by Reference 2
Sprint Corporation 3
Use of Proceeds 3
Plan of Distribution 3
Automatic Dividend Reinvestment Plan 3
Description of Sprint Common Stock 12
Validity of the Common Stock 15
Indemnification for Securities Act Liabilities 15
AVAILABLE INFORMATION
Sprint is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and
in accordance therewith files reports and other information
with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other
information filed by Sprint with the Commission can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional offices in New York and Chicago as
follows: 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
Sprint's Common Stock is listed and traded on the New
York, Chicago and Pacific stock exchanges. Reports, proxy
statements and other information concerning Sprint can also
be inspected at the offices of such exchanges.
INFORMATION INCORPORATED BY REFERENCE
Sprint hereby incorporates into this Prospectus by
reference the following documents (File No. 1-4721) filed
with the Commission:
Sprint's Annual Report on Form 10-K for the year ended
December 31, 1995, its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, and its Current Report on Form
8-K dated January 31, 1996.
All documents filed by Sprint pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the
offering of the Common Stock covered by this Prospectus
shall be deemed to be incorporated herein by reference and
to be a part hereof from the dates of filing of such
documents.
Sprint will furnish without charge to each person to
whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the
information incorporated by reference in this Prospectus,
other than exhibits to such information unless specifically
incorporated by reference in such information. Written
requests should be addressed to: Sprint Corporation, 2330
Shawnee Mission Parkway, Westwood, Kansas 66205; Attention:
Investor Relations Department. Telephone requests may be
directed to 1 (800) 259-3755.
<PAGE>
SPRINT CORPORATION
Sprint, incorporated in 1938 under the laws of Kansas,
is primarily a holding company. Sprint's principal
subsidiaries provide domestic and international long
distance and local exchange telecommunications services.
Other subsidiaries are engaged in the wholesale distribution
of telecommunications products and the publishing and
marketing of white and yellow page telephone directories.
The mailing address of Sprint's principal executive offices
is 2330 Shawnee Mission Parkway, Westwood, Kansas 66205 and
its telephone number is (913) 624-3000.
Sprint is a 40 percent partner in Sprint Spectrum L.P.,
a partnership with Tele-Communications Inc., Comcast
Corporation and Cox Communications, Inc. to provide wireless
personal communications services (PCS) on a broad geographic
basis within the United States.
Sprint is also a partner in Global One, a joint venture
with Deutsche Telekom AG ("DT") and France Telecom ("FT") to
provide seamless global telecommunications services to
business, consumer and carrier markets worldwide. The
interests of DT and FT in the venture are held by their own
joint venture, referred to as Atlas. The operating group
serving Europe (excluding France and Germany) is owned one-
third by Sprint and two-thirds by Atlas. The operating
group for the worldwide activities outside the United States
and Europe is owned 50 percent by Sprint and 50 percent by
Atlas. Home country markets are served by DT in Germany, FT
in France and Sprint in the United States.
USE OF PROCEEDS
Sprint does not know either the number of shares that
will ultimately be purchased under the Plan or the prices at
which such shares will be purchased. When Sprint sells
shares to the Plan, the proceeds will be used for general
corporate purposes and for advances to, and additional
equity investment in, Sprint's subsidiary companies and
joint ventures to facilitate additions and improvements to
the property, plant and equipment of such companies and to
fund operations. Sprint is unable to determine the amount
of the proceeds which will be devoted to any of these
purposes.
PLAN OF DISTRIBUTION
Sprint is offering the holders of its Common Stock the
opportunity to purchase additional shares of Common Stock
through an Automatic Dividend Reinvestment Plan (the
"Plan"), without payment of any brokerage commission or
service charge.
AUTOMATIC DIVIDEND REINVESTMENT PLAN
The Plan is administered by UMB Bank, n.a. The
provisions of the Plan are set forth below in question and
answer form.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record
of Common Stock of Sprint with a convenient method of
investing cash dividends and/or optional cash payments in
additional shares of Common Stock without payment of any
brokerage commission or service charge.
<PAGE>
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may (a) have cash dividends on
all or less than all of their shares of Common Stock
automatically reinvested or (b) invest optional cash
payments, not to exceed $5,000 per quarter (minimum payment
of $25), or (c) both reinvest cash dividends and invest
optional cash payments. The Plan permits participants to
make optional cash payments without reinvesting any of their
cash dividends, except that the dividends on any shares of
Common Stock purchased under the Plan will be reinvested
until such time as the participant withdraws such shares
from the Plan or sells or transfers such shares. No
commission or service charge is paid by participants in
connection with purchases under the Plan. The Plan permits
fractions of shares, as well as full shares, to be credited
to participants' accounts. In addition, dividends in
respect of such fractions, as well as in respect of full
shares, will be credited to participants' accounts and
reinvested in shares of Common Stock under the Plan.
Regular statements of account are provided for
recordkeeping.
The Plan offers a "share safekeeping" service whereby
participants may deposit their Common Stock certificates
with the Plan Agent and have their ownership of such Common
Stock maintained on the Agent's records as part of their
Plan account (see Question 8).
A participant may transfer, at any time and at no cost
to the participant, all or a portion of the participant's
shares held under the Plan to another person or persons (see
Question 22).
ADMINISTRATION
3. Who administers the Plan for participants?
UMB Bank, n.a. (the "Agent") acts as agent for
participants and keeps a continuing record of their
accounts, sends statements of account to participants and
performs other duties relating to the Plan. Should UMB
Bank, n.a. resign, another agent will be asked to serve.
All communications regarding the Plan should be sent to the
Agent addressed as follows:
UMB Bank, n.a.
P.O. Box 410064
Kansas City, Missouri 64141-0064
PARTICIPATION
4. Who is eligible to participate?
All holders of record of shares of Common Stock are
eligible to participate in the Plan. In order to be
eligible to participate in the Plan, beneficial owners of
shares of Common Stock of Sprint whose shares are registered
in names other than their own must become stockholders of
record by having shares transferred into their names.
5. How does an eligible stockholder participate?
A holder of record of shares of Common Stock may join
the Plan by completing and signing an Authorization Form and
returning it to the Agent. An Authorization Form may be
obtained at any time by written request addressed to the
Agent at the above address or addressed to Sprint as
follows:
Sprint Corporation
Dividend Reinvestment
P.O. Box 11315
Kansas City, Missouri 64112-0315
<PAGE>
6. When may a stockholder join the Plan?
A holder of record of Common Stock may join the Plan at
any time. If the Authorization Form is received by the
Agent on or before the record date for the next dividend,
then the dividend will be invested in additional shares of
Common Stock for the stockholder. If the Authorization Form
is received by the Agent after the record date for a
dividend, the dividend reinvestment will not start until
payment of the following dividend. Dividend payment dates
will normally be on the last business day of March, June and
September and in the last week of December, and dividend
record dates will normally be about three weeks prior to the
dividend payment dates. Any optional cash payment received
with the Authorization Form (or subsequent to receipt of the
Authorization Form), if received prior to an Investment Date
(see Question 13), will be invested in additional shares of
Common Stock for the stockholder on such Investment Date.
If not received prior to an Investment Date, the
stockholder's purchases will start with the next Investment
Date, which will usually be in the following month.
For example, to initially invest a quarterly dividend
payable at the next dividend payment date (assuming
declaration of such dividend), a stockholder's Authorization
Form must be received by the Agent by the record date for
that dividend. If the Authorization Form is received after
the record date, the dividend will be paid in cash. All
optional cash payments received prior to an Investment Date
will be invested in Sprint Common Stock on such Investment
Date.
7. What does the Authorization Form provide?
By checking the appropriate box on the Authorization
Form, a stockholder can (a) direct Sprint to pay to the
Agent all or less than all of the stockholder's cash
dividends (after withholding any required income taxes) on
the shares registered in his own name and direct the Agent
to reinvest the cash dividends and any optional cash
payments received from the stockholder, or (b) direct the
Agent to invest only optional cash payments received. Cash
dividends on shares of Common Stock purchased under the Plan
will be used to purchase additional shares of Common Stock
unless such shares are sold, transferred or withdrawn from
the Plan (see Questions 20, 21 and 22). Changes in the
manner of participation can be made only by submitting a new
Authorization Form. Optional cash payments should be sent
directly to the Agent and should be made payable to UMB
Bank, n.a.
8. How does Share Safekeeping work?
At the time of enrollment in the Plan, or at any later
time, participants may use the Plan's "share safekeeping"
service to deposit any Common Stock certificates in their
possession with the Agent. Shares deposited will be
credited to the participant's account under the Plan.
Thereafter, such shares will be treated in the same manner
as shares purchased under the Plan, and dividends on such
shares will be reinvested until the shares are sold,
transferred or withdrawn from the Plan (see Questions 20, 21
and 22).
By using the Plan's share safekeeping service,
participants no longer bear the risk associated with loss,
theft or destruction of stock certificates. Also, shares
deposited with the Agent may be transferred or sold through
the Plan in a convenient and efficient manner (see Questions
21 and 22).
Participants who wish to deposit their Common Stock
certificates with the Agent must complete and return to the
Agent, by registered, insured mail, the Common Stock
certificates to be deposited along with a properly completed
Share Safekeeping Form. The certificates should not be
endorsed. Share Safekeeping Forms are available from the
Agent.
<PAGE>
COSTS
9. Are there any expenses to stockholders who participate
in the Plan?
Sprint will pay all fees, commissions and expenses in
connection with the purchase of shares of Common Stock for
the Plan. Sprint will also pay all costs of administration
of the Plan, except when a participant sells shares held in
the Plan (see Questions 21, 25 and 26).
PURCHASES
10. How many shares of Common Stock will be purchased for
participants?
The number of shares to be purchased depends on the
amount of the participant's dividend (after deducting any
required income tax withholding) on shares participating in
the Plan, optional cash payments, if any, made by the
participant, and the price of the shares of Common Stock
purchased. Each participant's account will be credited with
that number of shares, including partial shares, equal to
the sum of the total amount of that participant's reinvested
dividend plus the total amount of that participant's
optional cash payment (if an optional cash payment is made),
divided by the purchase price of the Common Stock (see
Question 12).
11. What provision is made for stockholders whose dividends
are subject to income tax withholding?
In the case of those stockholders whose dividends are
subject to United States income tax withholding, the Agent
will apply the net amount of the dividend of such
participants, after the deduction of taxes, to the purchase
of shares of Common Stock. If such participants desire to
invest the full amount of their dividends, they may tender
optional cash payments to the Agent, subject to the minimum
and maximum limitations on such payments (see Questions 15,
16 and 17).
12. What will be the price of shares of Common Stock
purchased under the Plan?
The Agent will purchase shares from Sprint, to the
extent that Sprint makes shares available. The Agent will
purchase any other shares required for the Plan on the open
market or from private sources. The price of shares
purchased from Sprint will be the average of the high and
low sale prices of the Common Stock on the relevant
Investment Date as shown by the composite listing of
transactions as published in major newspapers. The price of
shares purchased on the open market or from private sources
will be the average cost of all shares so purchased in
relation to the relevant Investment Date (see Question 13).
13. When is the Investment Date?
In any calendar month in which a cash dividend is
payable, the dividend payment date, or the next preceding
day on which Sprint Common Stock was traded if there is no
trade reported on the dividend payment date, will be an
Investment Date. Dividend payment dates will normally be on
the last business day of March, June and September and in
the last week of December.
In all other calendar months the Investment Date will
be the thirtieth day of that month (or the last day of
February), or the next preceding day on which Sprint Common
Stock was traded if there is no trade reported on the
thirtieth day (or the last day of February).
There will normally be only one Investment Date in a
month. However, in any month in which a cash dividend is
payable and the dividend payment date is prior to the last
five business days in the month, there will be a second
Investment Date for optional cash payments on the thirtieth
day of that month (or the last day of February), or the next
preceding day on which Sprint Common Stock was traded if
there is no trade reported on the thirtieth day (or the last
day of February).
<PAGE>
14. When will shares be purchased?
Shares acquired from Sprint will be purchased for the
accounts of the participants as of the close of business on
the relevant Investment Date. Shares acquired on the open
market or from private sources will be purchased promptly by
the Agent and in no event later than thirty days after a
relevant Investment Date. These purchases may be made on
any securities exchange where such shares are traded, in the
over-the-counter market, or by negotiated transactions, and
are subject to such terms and conditions, including price
and delivery, as the Agent may agree to. Dividend and
voting rights will commence upon settlement, which is
normally three business days after the purchase whether from
Sprint or any other source. For the purpose of making
purchases, the Agent will commingle each participant's funds
with those of all other participants.
OPTIONAL CASH PAYMENTS
15. How does the cash payment option work?
Each month any optional cash payment received from the
participant prior to an Investment Date for the month will
be used by the Agent to purchase additional shares of Common
Stock for the account of such participant on such Investment
Date. If there is more than one Investment Date in a month,
the optional cash payment will be used to purchase
additional shares of Common Stock on the first Investment
Date following receipt of the payment by the Agent. Any
optional cash payment not received prior to an Investment
Date in any month will be used by the Agent to purchase
additional shares for the account of the participant on the
Investment Date in the following month.
16. How are optional cash payments made?
The option to make cash payments will be available to
each participant each month. Optional cash payments must be
at least $25 per payment and cannot exceed a total of $5,000
per quarter. Each participant making an optional cash
payment will receive an updated statement after each such
payment is invested.
An optional cash payment may be made by a participant
when enrolling by enclosing with the Authorization Form a
check or money order payable to the Agent, UMB Bank, n.a.
Thereafter optional cash payments may be made through the
use of the remittance form attached to the participant's
account statement sent by the Agent. The same amount of
money need not be sent each time and there is no obligation
to make an optional cash payment each month or each quarter.
17. When should optional cash payments be made?
Optional cash payments made by a participant and
received prior to an Investment Date in any month will be
invested on such Investment Date. Optional cash payments
not received prior to an Investment Date will be held by the
Agent until the next Investment Date. No interest will be
paid by the Agent on cash payments. It is suggested that
optional cash payments be sent to the Agent not less than
ten business days before the end of a month.
REPORTS TO PARTICIPANTS
18. What kind of reports will be sent to participants in
the Plan?
Each participant in the Plan will receive from the
Agent a quarterly statement of his account. Each
participant making an optional cash payment will receive an
updated statement after each such optional cash payment is
invested. In addition, each participant will receive from
Sprint or the Agent copies of the same communications sent
to every other holder of Common Stock, including the Annual
Report to Stockholders, Notice of Annual Meeting and Proxy
Statement, and IRS information return reporting dividends
paid (Form 1099-DIV).
<PAGE>
A participant should retain his statements for income
tax purposes since they provide information regarding the
cost basis of shares purchased through the Plan. This
information will be necessary when the participant sells or
transfers the shares in a taxable transaction (see Question
31).
DIVIDENDS
19. Will participants be credited with dividends on
fractions of shares?
Participants will be credited with the amount of
dividends attributable to fractions of shares in their
accounts under the Plan and such dividends will be
reinvested.
CERTIFICATES FOR SHARES
20. Will certificates be issued for shares of Common Stock
held in the Plan?
Certificates for shares of Common Stock purchased under
the Plan normally will not be issued to participants. The
number of shares credited to a participant's account under
the Plan will be shown on the participant's statement of
account. This convenience protects against loss, theft or
destruction of stock certificates.
A certificate for any number of whole shares credited
to an account under the Plan (whether purchased under the
Plan or deposited with the Agent for safekeeping) will be
issued upon the written request of the participant and
issuance of such certificate will not terminate
participation in the Plan. However, if a participant is not
reinvesting his cash dividends other than on shares credited
to his account under the Plan, the issuance of a certificate
for such shares will remove them from the Plan and the cash
dividends on such shares will not be reinvested thereafter.
Any full shares and fraction of a share not issued will
continue to be credited to the participant's account and
cash dividends on such shares will continue to be reinvested
in Common Stock.
Shares credited to the account of a participant under
the Plan may not be pledged as collateral. A participant
who wishes to pledge such shares must request that a
certificate for such shares be issued to him in his name.
Certificates for fractions of shares will not be issued
under any circumstances.
21. How does a participant sell shares held in the Plan?
A participant may request the Agent to sell any number
of shares, including fractional shares, held in his Plan
account at any time by giving written instructions to the
Agent. The Agent will make the sale as soon as practicable
following receipt of the request. If an account is in the
name of joint tenants, each individual whose name is on the
account must execute the request to sell shares. The
participant or participants will receive the proceeds, less
an administrative charge of $2.00 and applicable brokerage
commissions, if any. Proceeds of shares sold through the
Plan will be paid by check.
If instructions for the sale of all shares credited to
a Plan account are received on or after an ex-dividend date
but before the related dividend payment date, the sale will
not be processed until after the dividend payment date. The
dividends on the shares will be reinvested on the dividend
payment date and the shares purchased with the dividends
will be included in the shares sold. If instructions for
the sale of less than all shares are received on or after an
ex-dividend date but before the related dividend payment
date, the sale will be processed as soon as practicable and
the dividend on the shares that have been sold, as well as
the dividend on the shares remaining in the account, will be
reinvested on the dividend payment date and the shares
purchased will be credited to the participant's account.
The ex-dividend date is two business days prior to the
record date and will normally be approximately four weeks
before the dividend payment date.
<PAGE>
22. How does a participant transfer shares held in the
Plan?
If a participant wishes to transfer the ownership of
all or part of the shares held in his Plan account to
another person, whether by gift, private sale or otherwise,
the participant may effect such transfer by mailing a
properly completed and executed stock assignment (stock
power) to the Agent. Transfers of all or less than all of
the participant's shares must be made in whole share
amounts, unless the transfer is being made to another
participant in the Plan, in which case fractional shares may
be transferred. If the participant transfers all whole
shares in his account, any remaining fractional share will
remain in his account and dividends on the fractional share
and any optional cash payment will be invested in Common
Stock unless the participant instructs the Agent to sell the
fractional share or otherwise indicates that he wishes to
terminate participation in the Plan, in which case the
fractional share will be sold and the proceeds (less any
sales commission and a handling charge of $2.00) will be
mailed directly to the participant (see Question 26).
Written requests for transfer sent to the Agent must
include the name(s), address and tax identification number
of the transferee(s) and be accompanied by an executed stock
assignment (stock power) with medallion signature guarantee.
The signature(s) on the assignment must correspond with the
name(s) on the account.
If instructions for the transfer of all shares credited
to a Plan account are received on or after an ex-dividend
date but before the related dividend payment date, the
transfer will not be processed until after the dividend
payment date. The dividends on the shares will be
reinvested on the dividend payment date and the shares
purchased with the dividends will be included in the shares
transferred. If instructions for the transfer of less than
all shares are received on or after an ex-dividend date but
before the related dividend payment date, the transfer will
be processed as soon as practicable and the dividend on the
shares that have been transferred, as well as the dividend
on the shares remaining in the account, will be reinvested
on the dividend payment date and the shares purchased will
be credited to the participant's account.
A stock certificate for the shares transferred will be
issued to the transferee(s) and information pertaining to
the Plan will be mailed to the transferee(s), unless the
transferee(s) already participates in the Plan.
TERMINATION
23. How does a participant terminate participation in the
Plan?
A participant may terminate participation in the Plan
by notifying the Agent, in writing, that he wishes to
terminate.
24. When does a notice of termination become effective?
A notice of termination is normally effective when it
is received by the Agent. However, if the notice is
received on or after an ex-dividend date and before the
related dividend payment date, the notice will be effective
after that dividend payment date. The dividend paid on that
date and any optional cash payment will be invested under
the Plan. The notice will be processed after the
participant's account has been credited with the shares
purchased.
Dividends paid after termination from the Plan will be
paid in cash directly to the stockholder unless he elects to
re-enroll in the Plan, which the stockholder may do at any
time.
25. How are shares distributed upon termination?
When a participant terminates participation in the
Plan, or upon termination of the Plan by Sprint, a
certificate for whole shares credited to his account under
the Plan will be issued and a cash payment will be made for
any fraction of a share, less any sales commission and a
handling charge of $2.00 (see Question 26). Upon
termination, the participant may, if he desires, request
that all of the shares, both whole and fractional, credited
to his account in the Plan be sold (see Question 21).
<PAGE>
26. What happens to a fraction of a share when a
participant requests to terminate participation in the Plan
or the Plan is terminated by Sprint?
When a participant terminates participation in the
Plan, a cash payment representing the proceeds from the sale
of any fraction of a share will be mailed directly to the
participant. This cash payment will be based on the then
current market price of the shares of Common Stock of Sprint
less any sales commission and a handling charge of $2.00.
Adjustments for fractional shares would also be made upon
termination of the Plan by Sprint.
OTHER INFORMATION
27. What happens when a participant who is reinvesting the
cash dividends on all or part of the shares of Common Stock
registered in the participant's name sells or transfers a
portion of such shares?
If a participant who is reinvesting the cash dividends
on all of the shares of Common Stock registered in the
participant's name disposes of a portion of such shares, the
Agent will continue to reinvest the dividends on the
remainder of the shares.
If a participant who is reinvesting the cash dividends
on part of the shares of Common Stock registered in the
participant's name disposes of a portion of such shares, the
Agent will continue to reinvest the dividends on the
remainder of the shares up to the number of shares
originally authorized. For example, if a participant
authorized the Agent to reinvest the cash dividends on 50
shares of a total of 100 shares registered in the
participant's name, and then the participant disposes of 25
shares, the Agent would continue to reinvest the cash
dividends on 50 of the remaining 75 shares. If instead the
participant disposes of 75 shares, the Agent would continue
to reinvest the cash dividends on all of the remaining 25
shares.
Dividends on shares credited to a participant's account
under the Plan will continue to be reinvested until the
shares are sold, transferred or withdrawn from the Plan.
28. Does participation in the Plan involve any risk?
The Plan itself creates no additional risk. The risk
to participants is the same as with any other investment in
shares of Common Stock of Sprint. It should be recognized
that a participant loses any advantage otherwise available
from being able to select the timing of his investment.
Participants must recognize that neither Sprint nor the
Agent can assure a profit or protect against a loss on the
shares purchased under the Plan.
29. What happens if Sprint issues a stock dividend,
declares a stock split or has a rights offering?
Any shares distributed by Sprint as a stock dividend on
shares credited to a participant's account, or upon any
split of such shares, will be credited to the participant's
account and held by the Agent for safekeeping. Stock
dividends distributed on shares registered in the name of a
participant that are not held by the Agent under the Plan,
as well as shares distributed on account of any split of
such shares, will be mailed directly to the stockholder. In
a rights offering, a participant's entitlement will be based
upon his total holdings, including shares credited to the
participant's account under the Plan. Except for the Rights
provided for by the Shareholder Rights Plan (see
"Description of Sprint Common Stock - Shareholder Rights"
below), rights applicable to shares credited to a
participant's account under the Plan will be sold by the
Agent and the proceeds will be credited to the participant's
account under the Plan and applied as an optional cash
payment to purchase shares of Common Stock on the next date
shares are purchased under the Plan.
<PAGE>
30. How will a participant's shares be voted at stockholder
meetings?
All shares held in the Plan for a participant will be
voted as the participant directs on a proxy which will be
furnished to the participant. If a participant does not
return that proxy or vote in person at the meeting, such
shares will not be voted.
31. What are the Federal income tax consequences of
participation in the Plan?
(a) For Federal income tax purposes, a participant in
the Plan must include as taxable income the amount of the
cash dividend (before deduction of any required income tax
withholding) that would have been received if the dividend
had not been reinvested in Common Stock. The information
return sent to participants and the Internal Revenue Service
at year-end (Form 1099-DIV) will include such dividends.
(b) The tax basis per share for shares of Common Stock
acquired pursuant to the Plan is equal to the purchase price
per share as described in Question 12, plus any brokerage
commissions paid by Sprint. Brokerage commissions paid by
Sprint on a participant's behalf in acquiring the stock are
treated as distributions subject to income tax in the same
manner as dividends. The information return sent to
participants and the Internal Revenue Service at year-end
(Form 1099-DIV) will include such brokerage commissions paid
on behalf of the participants.
(c) A participant's holding period for shares of
Common Stock acquired pursuant to the Plan will begin on the
day following the purchase of such shares.
(d) A participant will not realize any taxable income
when the participant receives certificates for whole shares
credited to the participant's account.
(e) A participant will realize gain or loss when
shares are sold or transferred in a taxable transaction and,
in the case of a fractional share, when the participant
receives a cash payment for a fraction of a share credited
to the participant's account upon termination of
participation in the Plan. The amount of such gain or loss
will be the difference between the amount which the
participant receives for the shares or fraction of a share
and the tax basis therefor.
(f) As described below in "Description of Sprint
Common Stock - Shareholder Rights", shares of Common Stock
purchased under the Plan have Rights attached. Depending
upon the circumstances, participants may recognize taxable
income in the event that the Rights become exercisable or
are exercised for shares of Sprint Common Stock or for
common stock of an acquiring company. Sprint's redemption
of the Rights also would be a taxable event.
The Federal income tax discussion set forth above is
included for general information only. Participants should
consult their tax advisors with respect to the tax
consequences of participation in the Plan and the sale or
transfer of shares purchased under the Plan.
32. What is the responsibility of the stockholder's agent
under the Plan?
UMB Bank, n.a., which had no responsibility with
respect to the preparation and contents of this Prospectus
or of the Registration Statement of which this Prospectus is
a part, will act as Agent for the stockholders under the
Plan. In performing its duties under the Plan, the Agent
shall not be liable for any act done in good faith, or for
any good faith omission to act, including without limitation
any claims of liability arising out of failure to terminate
a participant's account upon such participant's death prior
to receipt of notice in writing of such death.
<PAGE>
33. May the Plan be changed or discontinued?
Sprint reserves the right to suspend, modify or
terminate the Plan at any time. All participants will
receive notice of such suspension, modification or
termination.
DESCRIPTION OF SPRINT COMMON STOCK
The authorized capital stock of Sprint consists of
1,000,000,000 shares of Common Stock, 500,000,000 shares of
Class A Common Stock, 500,000,000 shares of Class A
Preference Stock and 20,000,000 shares of Preferred Stock.
The authorized but unissued shares of Preferred Stock are
issuable in one or more series, with such designations,
preferences and relative, participating, optional or special
rights, if any, and the qualifications, limitations or
restrictions thereof as may be fixed and determined by
resolution of the Board of Directors of Sprint (the "Sprint
Board").
The following are brief summaries of certain provisions
with respect to Sprint Common Stock, par value $2.50 per
share, contained in Sprint's Articles of Incorporation, as
amended. Such statements are qualified in their entirety by
reference to such Articles. The term Preferred Stock, as
hereinafter used, includes the Preferred Stock-First Series,
Convertible (the "First Series"), Preferred Stock-Second
Series, Convertible (the "Second Series"), and Preferred
Stock-Fifth Series (the "Fifth Series") and any other series
hereinafter established by the Sprint Board and issued by
Sprint (including, if issued, the Preferred Stock-Fourth
Series, Junior Participating referred to below under
"Shareholder Rights").
Dividend Rights and Restrictions
Subject to certain dividend restrictions of indentures
and other borrowing agreements and to the preferential
rights of the Preferred Stock (and, if issued, the Class A
Preference Stock), holders of Sprint Common Stock are
entitled to dividends as declared thereon by the Sprint
Board only out of net income or earned surplus. The most
restrictive covenants applicable to dividends are contained
in a revolving credit agreement. Among other restrictions,
the agreement requires Sprint to maintain specified levels
of consolidated net worth, as defined. As a result of this
requirement, $2.0 billion of Sprint's $2.7 billion
consolidated retained earnings was effectively restricted
from payment of dividends as of March 31, 1996. Before any
dividends on Sprint Common Stock may be paid or declared and
set apart for payment, full cumulative dividends on the
Preferred Stock (and, if issued, the Class A Preference
Stock) must be paid or declared and set apart for payment.
If Sprint fails to purchase the Fifth Series shares upon
tender by the holders, it is precluded from declaring or
paying dividends on its Common Stock until it has deposited
the funds necessary for the purchase of such shares. Upon
the issuance of other series of Preferred Stock, the Sprint
Board may provide for dividend restrictions on Sprint Common
Stock as to such series.
The holders of the Class A Common Stock are entitled to
receive dividends in an amount per share equal to the per
share amount of any dividend paid on Sprint Common Stock,
payable on the same date of payment as the corresponding
dividend on the Sprint Common Stock.
Voting Rights
Except as hereinafter noted, holders of Sprint Common
Stock, Class A Common Stock and the First Series, the
Second Series and the Fifth Series are entitled at each
stockholders' meeting of Sprint, as to each matter to be
voted upon, to cast one vote for each share held of record
on the books of Sprint. The holders of Class A Preference
Stock also have general voting rights; the number of votes
for each share is dependent on the conversion ratio at which
the Class A Preference Stock is convertible into Class A
Common Stock.
The Preferred Stock is entitled to vote as a class with
respect to certain matters affecting preferences
<PAGE>
of the Preferred Stock or creating prior ranking or parity
stock. If six quarterly dividends on any series of the
Preferred Stock are in arrears, the number of Sprint's
directors will be increased by two and the holders of
Preferred Stock voting as a class will be entitled to elect
two directors until all arrears in dividends have been paid,
and in such event Sprint Common Stock and all voting series
of the Preferred Stock would be entitled to elect the
remaining directors (other than the directors elected by the
holders of the Class A Common Stock and Class A Preference
Stock, as described below). If no dividends or less than
full cumulative dividends on the Fifth Series shall have
been paid for each of four consecutive dividend periods, or
if arrearages in the payment of dividends on the Fifth Series
shall have cumulated in an amount equal to full cumulative
dividends on the Fifth Series for six quarterly dividend
periods, the holders of the Fifth Series, acting alone, will
be entitled to elect the smallest number constituting a
majority of Sprint's directors then to be elected until all
arrears in such dividends are paid or set aside for payment.
The holders of Class A Common Stock and Class A
Preference Stock (together, the "Class A Stock") have
certain class voting rights, including the right to elect
their own directors to the Sprint Board and to disapprove
certain transactions.
As a general rule, the holders of Class A Stock will be
entitled to representation on the Sprint Board equal to the
percent of Sprint voting power owned by them, rounded up or
down to the nearer whole number of directors. In addition,
for as long as it is necessary in order to allow France
Telecom ("FT") and Deutsche Telekom AG ("DT") to receive
certain benefits under relevant tax treaties between the
United States and France and between the United States and
Germany, respectively, the holders of Class A Stock are
entitled to elect not less than 20% of the members of the
Sprint Board at any time when their actual percentage of
Sprint voting power is at least 20%.
Until January 31, 1998, Sprint may not undertake
certain transactions, including certain divestitures,
acquisitions and mergers and the declaration of certain
extraordinary cash dividends or distributions to
shareholders, if disapproved by the holders of Class A
Stock.
As long as any shares of Class A Stock are outstanding,
the holders of Class A Stock are entitled to disapprove any
amendment to the Articles or Bylaws of Sprint that would
adversely affect their rights, any issuance by Sprint of
capital stock or debt with more than one vote per share or
otherwise having supervoting powers, or any business
combination or merger involving Sprint unless certain of
their rights are preserved. In addition, for a period of
time holders of Class A Stock have certain disapproval
rights relating to the sale by Sprint of long distance
assets and transactions that would result in certain
competitors of FT, DT and Global One owning 10% or more of
the outstanding Sprint voting power.
The Sprint Board (other than the directors elected by
the holders of the Class A Stock) is divided into three
classes, with each class consisting, as nearly as possible,
of one-third of the total number of directors (other than
the directors elected by the holders of the Class A Stock)
and serving a staggered three-year term. Only one class is
elected each year, and it is elected for a three-year term.
The holders of the Class A Stock are not entitled to vote in
the election of these directors. Sprint stockholders are
not entitled to cumulative voting rights in the election of
directors.
Sprint's Articles of Incorporation require that certain
business combinations initiated by a holder of at least 10
percent of Sprint's voting stock must be approved by the
holders of 80 percent of the outstanding voting stock.
Restriction on Purchase of Equity Securities by Sprint
Sprint's Articles of Incorporation prohibit Sprint from
purchasing its own equity securities from an owner of 5
percent or more of such equity securities (if any of the
securities have been held for less than two years)
<PAGE>
at a premium over market price unless Sprint either (1)
obtains the approval of the holders of a majority of the
shares of Sprint's outstanding voting stock (excluding the
shares held by the 5 percent security holder) or (2) makes
a tender or exchange offer to purchase securities of the
same class on the same terms to all holders of such equity
securities. However, the approval of stockholders other
than DT, FT and their affiliates is not required in
connection with purchases, redemptions or other acquisitions
by Sprint of Sprint capital stock held by DT, FT, certain of
their designated subsidiaries or certain other qualified
holders of the Class A Stock pursuant to the investment
agreements entered into with FT and DT and the Articles of
Incorporation.
Redemption
The Articles of Incorporation permit the redemption of
shares of Sprint Common Stock and, in certain circumstances,
Class A Stock held by Aliens if necessary to comply with the
foreign ownership limitations set forth in Section 310 of
the U.S. Communications Act of 1934, as amended. The
provisions permit Sprint Common Stock to be redeemed at a
price equal to the fair market value of the shares, except
that the redemption price in respect of shares purchased by
any Alien after November 21, 1995 and within one year of the
redemption date would not (unless otherwise determined by
the Sprint Board) exceed the purchase price paid for such
shares by such person.
Shareholder Rights
Each share of Sprint Common Stock issued prior to the
occurrence of certain takeover events has one-half of a
Right attached in accordance with the terms of a Shareholder
Rights Plan adopted by Sprint on August 8, 1989. The Rights
do not become exercisable and do not separate from the
shares of Common Stock until the occurrence of such takeover
events. Each Right, when it becomes exercisable, entitles
the holder to purchase a unit consisting of one one-
hundredth of a share of Preferred Stock-Fourth Series,
Junior Participating at a price of $235 per unit, or to
purchase Sprint Common Stock or common stock of the
acquiring company having a value equal to two times the
exercise price of the Right, depending upon the
circumstances. Under certain circumstances, Rights
beneficially owned by a person or group of affiliated or
associated persons who have acquired, or obtained the right
to acquire, beneficial ownership of 20 percent or more of
the outstanding shares of Sprint Common Stock become null
and void. The Rights may be redeemed by Sprint at a price
of one cent per Right and expire on September 8, 1999.
In connection with the investment in Class A Stock by
FT and DT, the Shareholder Rights Plan was amended to
provide for Rights to attach to the Class A Common Stock and
to assure that the investment will not cause the Rights to
detach and become exercisable. The amendment to the
Shareholder Rights Plan provides generally that actions of
FT, DT and their respective affiliates which would otherwise
cause the Rights to detach and become exercisable will not
do so unless such actions also violate the Standstill
Agreement dated as of July 31, 1995 entered into among
Sprint, FT and DT.
Liquidation Rights
In the event of liquidation, holders of Sprint Common
Stock will be entitled to share ratably, together with the
holders of any Class A Common Stock then outstanding, in any
assets remaining after the satisfaction in full of the prior
rights of creditors, including holders of Sprint
indebtedness, and the aggregate liquidation preference of
any Preferred Stock and any Class A Preference Stock then
outstanding.
<PAGE>
Preemptive Rights
No holder of shares of Sprint Common Stock or any other
capital stock of Sprint is entitled to preemptive rights or
subscription rights, other than pursuant to the Rights
referred to under "Shareholder Rights" above. DT and FT
have the contractual right to purchase additional shares of
Class A Stock from Sprint to enable them to maintain their
ownership level at 20% of Sprint's voting securities.
Fully Paid
The outstanding shares of Sprint Common Stock are, and
the shares of Sprint Common Stock offered hereby when issued
will be, fully paid and nonassessable.
Transfer Agents and Registrars
The Transfer Agents and Registrars for Sprint Common
Stock are UMB Bank, n.a. (Missouri), and ChaseMellon
Shareholder Services (New York).
VALIDITY OF THE COMMON STOCK
The validity of the original issue shares of Common
Stock to be purchased from Sprint under the Plan has been
passed upon by Don A. Jensen, Vice President and Secretary
of Sprint.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Consistent with Kansas law, Article IV, Section 10 of
the Bylaws of Sprint provides that Sprint will indemnify
directors and officers 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. 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 services as a director, officer, employee or agent of
Sprint.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the
registrant has been informed 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.
<PAGE>
SPRINT CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
Common Stock
_____________________
PROSPECTUS
_____________________
No dealer, salesman or other person has been authorized to
give any information or to make any representations, other than
those contained in this Prospectus, in connection with the offer
contained herein, and if given or made such information and
representations must not be relied upon as having been authorized
by Sprint. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the Common Stock
offered hereby in any State to any person to whom it is unlawful
to make such offer in such State. Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances
create any implication that there has been no change in the
affairs of Sprint since the date hereof.
Dated June 26, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution. *
Registration fee $13,067
Accounting fees and expenses $ 7,000
Printing expenses $12,000
Postage and Miscellaneous $55,000
Total $87,067
________________
*All expenses, other than the registration fee, are
estimated.
Item 15. Indemnification of Directors and Officers.
Consistent with K.S.A. Section 17-6305, Article IV, Section
10 of the Bylaws of Sprint Corporation ("Sprint") provides that
Sprint will indemnify directors and officers 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 has been 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 be required to indemnify such
persons against liability. Sprint carries standard directors'
and officers' liability coverage for its directors and officers.
Subject to certain limitations and exclusions, the policy
reimbursed Sprint for liabilities indemnified under Section 10
and indemnifies 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, employee or agent
of Sprint.
<PAGE>
Item 16. Exhibits.
4 (a) Fifth, Sixth, Seventh and Eighth Articles of
Sprint's Articles of Incorporation (the Articles of
Incorporation are filed as Exhibit (3)(a) to Sprint
Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 and incorporated herein by
reference).
4 (b) Rights Agreement dated as of August 8, 1989,
between Sprint Corporation (formerly United
Telecommunications, Inc.) and UMB Bank, n.a. (formerly
United Missouri Bank of Kansas City, N.A.), as Rights
Agent (filed as Exhibit 2(b) to Sprint Corporation
Registration Statement on Form 8-A dated August 11,
1989 (File No. 1-4721), and incorporated herein by
reference).
4 (c) Amendment and supplement dated June 4, 1992 to
Rights Agreement dated as of August 8, 1989 (filed as
Exhibit 2(c) to Amendment No. 1 on Form 8 dated June 8,
1992 to Sprint Corporation Registration Statement on
Form 8-A dated August 11, 1989 (File No. 1-4721), and
incorporated herein by reference).
4 (d) Second Amendment to Rights Agreement dated as of
July 31, 1995 between Sprint Corporation and UMB Bank,
n.a. (filed as Exhibit 2(d) to Form 8-A/A-2 dated
October 20, 1995 amending Sprint Corporation
Registration Statement on Form 8-A dated August 11,
1989 (File No. 1-4721) and incorporated herein by
reference).
4 (e) Standstill Agreement dated as of July 31, 1995, by
and among Sprint Corporation, France Telecom and
Deutsche Telekom AG (filed as Exhibit (10)(c) to Sprint
Corporation Quarterly report on Form 10-Q for the
quarter ended June 30, 1995 and incorporated herein by
reference).
5. Opinion and consent of Don A. Jensen, Esq. (previously
filed as Exhibit 5 to this Registration Statement filed
February 18, 1993).
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Don A. Jensen, Esq. is contained in his
opinion previously filed as Exhibit 5.
24. Power of Attorney is contained on page II-4 of this
Registration Statement filed February 18, 1993.
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales 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;
(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; 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 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.
<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 the requirements for filing on Form S-3
and has duly caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westwood, State of Kansas, on the 26th
day of June, 1996.
SPRINT CORPORATION
By /s/ A. B. Krause
(A. B. Krause, Executive Vice President)
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has 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 )
W. T. ESREY * (Principal Executive )
Officer) )
)
Executive Vice President- )
Chief Financial Officer )
/s/ A. B. Krause (Principal Financial )
Officer) )
(A. B. Krause) )
)
Senior Vice President and )
Controller )
/s/ J. P. Meyer (Principal Accounting ) June 26, 1996
Officer) )
(J. P. Meyer) )
)
)
(DuBose Ausley) Director )
)
WARREN L. BATTS * Director )
)
)
(Michele Bon) Director )
)
RUTH M. DAVIS * Director )
<PAGE>
)
)
(Donald J. Hall) Director )
)
HAROLD S. HOOK * Director )
)
/s/ Ronald T. LeMay Director ) June 26, 1996
(Ronald T. LeMay) )
)
)
(Linda K. Lorimer) Director )
)
CHARLES E. RICE * Director )
)
)
(Ron Sommer) Director )
)
STEWART TURLEY * Director )
/s/ A. B. Krause
* (A.B. Krause, as Attorney-in-Fact for
each of the above officers and directors,
pursuant to Power of Attorney filed with
this Registration Statement No.
33-58488)
<PAGE>
INDEX EXHIBIT
Number Page
4 (a) Fifth, Sixth, Seventh and Eighth
Articles of Sprint's Articles of
Incorporation (the Articles of
Incorporation are filed as Exhibit
(3)(a) to Sprint Corporation's
Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996
and incorporated herein by
reference).
4 (b) Rights Agreement dated as of August
8, 1989, between Sprint Corporation
(formerly United
Telecommunications, Inc.) and UMB
Bank, n.a. (formerly United
Missouri Bank of Kansas City,
N.A.), as Rights Agent (filed as
Exhibit 2(b) to Sprint Corporation
Registration Statement on Form 8-A
dated August 11, 1989 (File No. 1-
4721), and incorporated herein by
reference).
4 (c) Amendment and supplement dated June
4, 1992 to Rights Agreement dated
as of August 8, 1989 (filed as
Exhibit 2(c) to Amendment No. 1 on
Form 8 dated June 8, 1992 to Sprint
Corporation Registration Statement
on Form 8-A dated August 11, 1989
(File No. 1-4721), and incorporated
herein by reference).
4 (d) Second Amendment to Rights
Agreement dated as of July 31, 1995
between Sprint Corporation and UMB
Bank, n.a. (filed as Exhibit 2(d)
to Form 8-A/A-2 dated October 20,
1995 amending Sprint Corporation
Registration Statement on Form 8-A
dated August 11, 1989 (File No. 1-
4721) and incorporated herein by
reference).
4 (e) Standstill Agreement dated as of
July 31, 1995, by and among Sprint
Corporation, France Telecom and
Deutsche Telekom AG (filed as
Exhibit (10)(c) to Sprint
Corporation Quarterly report on
Form 10-Q for the quarter ended
June 30, 1995 and incorporated
herein by reference).
5. Opinion and consent of Don A.
Jensen, Esq. (previously filed as
Exhibit 5 to this Registration
Statement filed February 18, 1993).
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Don A. Jensen, Esq. is
contained in his opinion previously
filed as Exhibit 5.
24. Power of Attorney is contained on
page II-4 of this Registration
Statement filed February 18, 1993.
<PAGE>
Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective
Amendment No. 1 to the Registration Statement (Form S-3) and
related prospectus pertaining to the Sprint Corporation
Automatic Dividend Reinvestment Plan of our report dated
February 14, 1996, with respect to the consolidated financial
statements and schedule of Sprint Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Kansas City, Missouri
June 26, 1996
