SPRINT CORP
8-A12B/A, 2000-05-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549

                         FORM 8-A/A
                      (Amendment No. 2)

      FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
          PURSUANT TO SECTION 12(b) OR 12(g) OF THE
               SECURITIES EXCHANGE ACT OF 1934

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


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

       P.O. Box 11315
       Kansas City, MO                    64112
    (Address of principal               (zip code)
      executive office)


     If this Form relates to the registration of a class of securities  pursuant
     to Section  12(b) of the Exchange Act and is effective  pursuant to General
     Instruction A.(c), please check the following box   [X]

     If this Form relates to the registration of a class of securities  pursuant
     to Section  12(g) of the Exchange Act and is effective  pursuant to General
     Instruction A.(d), please check the following box   [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

          Title of Each Class to        Name of Each Exchange on Which
          be Registered                 Each Class is to be Registered

          Series 1 FON Common           New York Stock Exchange
          Stock, par value $2.00
          per share

Securities to be registered pursuant to Section 12(g) of the Act:

                            None
                      (Title of class)


<PAGE>


Item 1.        Description of Registrant's Securities to be Registered.

AUTHORIZED CAPITAL STOCK

     The 6,770,000,000  shares of authorized capital stock of Sprint are divided
into three  classes of common stock and a class of preferred  stock.  The common
stock  consists of the FON Common  Stock,  the PCS Common  Stock and the Class A
Common  Stock.  Each  class of  stock is  divided  into two or more  series,  as
follows:

     FON Stock

      -   2,500,000,000 shares of FON Common Stock, Series 1, par value $2.00
          per share

      -   500,000,000 shares of FON Common Stock, Series 2, par value $2.00 per
          share

      -   1,200,000,000 shares of FON Common Stock, Series 3, par value $2.00
          per share

     PCS Stock

      -   1,250,000,000 shares of PCS Common Stock, Series 1, par value $1.00
          per share

      -   500,000,000 shares of PCS Common Stock, Series 2, par value $1.00 per
          share

      -   600,000,000 shares of PCS Common Stock, Series 3, par value $1.00 per
          share

     Class A Common Stock

      -   100,000,000 shares of Class A Common Stock, having no series
          designation, par value $2.50 per share

      -   100,000,000 shares of Class A Common Stock, Series DT, par value $2.50
          per share

     Preferred Stock

      -   95 shares of Preferred Stock-Fifth Series, no par value

      -   1,500,000 shares of Preferred Stock-Sixth Series, no par value


                                   1

<PAGE>

      -   300,000 shares of Preferred Stock-Seventh Series, Convertible, no par
          value

      -   1,250,000 shares of Preferred Stock-Eighth Series, no par value

     Sprint's Articles of Incorporation authorize 20,000,000 shares of Preferred
Stock or  16,949,905  shares  of  Preferred  Stock  in  addition  to the  series
enumerated  above.  Sprint may issue the additional shares of Preferred Stock in
one  or  more  series,   with  such  designations,   preferences  and  relative,
participating,  optional  or special  rights,  if any,  and the  qualifications,
limitations or  restrictions  of such rights,  as may be fixed and determined by
resolution of the Board of Directors of Sprint.

     The FON Stock is  intended  to reflect  the  performance  of the Sprint FON
Group.  The PCS Stock is  intended to reflect the  performance  of Sprint's  PCS
Group.

     The  Series 1 FON Stock and the  Series 1 PCS  Stock  are both  listed  and
traded on the New York Stock Exchange.

     The outstanding Series 2 PCS Stock was issued to TeleCommunications,  Inc.,
Comcast Corporation and Cox Communications, Inc. and certain of their affiliates
in exchange for their  interests in certain joint  ventures that offer  wireless
personal  communications  services.  These  ventures  are  now a part of the PCS
Group.  TeleCommunications,  Inc.  transferred  its  shares of Series 2 PCS to a
trust in 1999. That trust,  Comcast Corporation,  Cox Communications,  Inc., and
their affiliates are referred to together as the Cable Holders. The Series 2 FON
Stock  will be  issued  only to the Cable  Holders  and only if the PCS Stock is
converted  into FON Stock  before the  conversion  of all shares of Series 2 PCS
Stock into  Series 1 PCS Stock.  See  "Conversion  of PCS Stock at the Option of
Sprint" below.

     The  Series  2 PCS  Stock  converts  into  Series  1 PCS  Stock  when it is
transferred  by a Cable  Holder to a  non-affiliate  of the Cable  Holders.  The
Series 2 PCS Stock also  converts  into Series 1 PCS Stock when the total number
of votes represented by the outstanding shares of Series 2 PCS Stock, calculated
as though the Series 2 PCS Stock has the same vote as the Series 1 PCS Stock, is
below 1% of Sprint's outstanding voting power.

     The Series 3 FON Stock, the Series 3 PCS Stock, and the two series of Class
A Common  Stock are all shares of stock that are  referred  to as Class A Stock.
Shares of Class A Stock have been  issued,  and will be  issued,  only to France
Telecom or Deutsche  Telekom AG, or to certain  majority owned  subsidiaries  of
France  Telecom  and/or  Deutsche  Telekom.  Each share of Class A Common  Stock
entitles  the  holder  to,  initially,  have one share of Series 3 FON Stock and
one-half of a share of Series 3 PCS Stock issued to the holder.  The issuance of
the  underlying  shares of  Series 3 FON  Stock or  Series 3 PCS Stock  will not
change the number of  outstanding  shares of Class A Common Stock.  Instead,  it
reduces  the number of  underlying  shares  that the holder is  entitled to have
issued,  which in turn affects the per share dividend rights,  voting rights and
liquidation  rights of the Class A Common Stock.  In addition,  the par value of
the

                                   2

<PAGE>

shares of Class A Common Stock is reduced by the  aggregate par value of the
underlying shares issued.

     The holders of the Series 3 FON Stock may at any time convert  their shares
of Series 3 FON Stock into  shares of Series 1 FON Stock and the  holders of the
Series 3 PCS Stock may at any time  convert  their  shares of Series 3 PCS Stock
into shares of Series 1 PCS Stock.  This also  applies to the shares of Series 3
FON Stock and Series 3 PCS Stock that are  issuable  with respect to the Class A
Common Stock.

     France Telecom and Deutsche Telekom jointly owned an approximate 20% equity
interest in Sprint at March 31, 2000.

DIVIDEND RIGHTS AND RESTRICTIONS

     Dividends on the FON Stock will be paid when declared by the Sprint Board.

     The Sprint  Board may  declare  dividends  on the FON Stock and not the PCS
Stock,  or it may declare  dividends on the PCS Stock and not the FON Stock.  If
the Sprint  Board  declares a dividend  on one series of the FON Stock,  it must
declare the same dividend on all  outstanding  series of FON Stock. In addition,
it  must  declare  an  equivalent  dividend  on the  FON  Stock  underlying  the
outstanding Class A Common Stock.

     Dividends on the FON Stock,  the PCS Stock and the Class A Common Stock may
be declared  only out of net income or earned  surplus of Sprint.  Net losses of
either the PCS Group or the Sprint FON Group,  and dividends  and  distributions
on, or repurchases of, PCS Stock, FON Stock or Class A Common Stock, will reduce
funds  legally  available  for the payment of dividends on all three  classes of
common stock.

     The  Tracking  Stock  Policies  adopted by the Sprint  Board  require  that
dividends  on the FON  Stock,  including  the FON Stock  underlying  the Class A
Common Stock, may be paid only out of the lesser of

      -   the funds of Sprint legally available for the payment of dividends,
          and

      -   the FON Group Available  Dividend Amount,  which is similar to the
          amount of assets that would be available for the payment of dividends
          on the FON Stock, including the FON Stock underlying the Class A
          Common Stock, under the  Kansas  General  Corporation  Code if the
          Sprint  FON Group  were a separate  company.  The assets of the Sprint
          FON Group would  include any inter-group interest that it has in the
          PCS Group.

     The Sprint Board may not declare a dividend or  distribution  consisting of
shares of FON  Stock on the PCS  Stock.  The  Sprint  Board  may only  declare a
dividend or  distribution  of shares of PCS Stock on the FON Stock if the shares
to be issued  represent an  inter-group  interest of the Sprint FON Group in the
PCS Group.

                                        3

<PAGE>

     Before any dividends on the FON Stock or any other class of common stock of
Sprint may be paid or  declared  and set apart for  payment,  Sprint must pay or
declare and set apart for payment full  cumulative  dividends on all outstanding
series of Preferred Stock.

     If Sprint fails to purchase the Fifth Series Preferred Stock upon tender by
the holders, it is precluded from declaring or paying dividends on its FON Stock
or any other class of common stock until it has  deposited  the funds  necessary
for the purchase of the Fifth Series Preferred Stock.

     Upon the issuance of a new series of Preferred  Stock, the Sprint Board may
provide  for  dividend  restrictions  on the  FON  Stock  as to that  series  of
Preferred Stock.

VOTING RIGHTS

Votes Per Share

     The holders of FON Stock vote  together  with the holders of the PCS Stock,
Class A Common Stock and Preferred Stock as a single class on most matters. When
all classes are voting as a single class,  the holders have the following number
of votes:

     - The  holders of the  Series 1 FON  Stock,  the Series 3 FON Stock and the
       Fifth Series Preferred Stock have one vote per share.

     - The  holders  of the  Series 1 PCS  Stock and  Series 3 PCS Stock  have a
       number of votes per share equal to the number  obtained  by dividing  the
       Average  Trading  Price of one share of Series 1 PCS Stock by the Average
       Trading  Price of one share of  Series 1 FON  Stock,  computed  as of the
       tenth trading day before the record date for determining the stockholders
       entitled  to vote.  For these  purposes,  the  Average  Trading  Price is
       defined as the average closing price of the stock  determined over the 20
       trading days immediately preceding the date of determination. If the "ex-
       dividend" date for a dividend or  distribution on either the Series 1 PCS
       Stock or the Series 1 FON Stock occurs during this 20 trading day period,
       or the effective  date of any  subdivision or combination of the Series 1
       PCS Stock or Series 1 FON Stock occurs during this 20 trading day period,
       an  appropriate  adjustment  is made to the  closing  prices  used in the
       calculation.  The vote per share of the  Series 1 PCS Stock and  Series 3
       PCS Stock is expressed as a decimal fraction rounded to the nearest three
       decimal  places.  By way of example,  if the Average Trading Price of one
       share of  Series  1 PCS  Stock is  determined  to be $65 and the  Average
       Trading Price of one share of Series 1 FON Stock is determined to be $60,
       each share of Series 1 PCS Stock and Series 3 PCS Stock  would have 1.083
       votes.

                                        4

<PAGE>

     - The  holders  of the  Series 2 PCS Stock  have 1/10 of the vote per share
       that the  holders  of the  Series 1 PCS Stock and the  Series 3 PCS Stock
       have.

     - The  holders of the  Seventh  Series  Preferred  Stock have the number of
       votes per share equal to the  aggregate  number of votes of the shares of
       Series  1 PCS  Stock  or  Series 2 PCS  Stock  into  which a share of the
       Seventh Series Preferred Stock may be converted.  By way of example, if a
       share of Seventh Series  Preferred Stock is convertible into 65.05 shares
       of Series 1 PCS  Stock,  and the  Series 1 PCS Stock has 1.083  votes per
       share,  that share of Seventh  Series  Preferred  Stock would have 70.449
       votes.  If under  the same  circumstances  the  share of  Seventh  Series
       Preferred  Stock is convertible  into 65.05 shares of Series 2 PCS Stock,
       it would have  7.0449  votes.  At March 31,  2000,  each share of Seventh
       Series Preferred Stock was convertible into approximately 65.05 shares of
       Series 1 PCS Stock or Series 2 PCS Stock, depending on who held the share
       of Seventh Series Preferred Stock.

     - The  holders  of shares of Class A Common  Stock have the number of votes
       per  share  equal to the votes  represented  by the FON Stock and the PCS
       Stock underlying each share of Class A Common Stock.

     If the PCS Stock is  converted  into FON Stock,  the  holders  of  Sprint's
capital  stock  would have the  following  number of votes when all  classes are
voting as a single class:

     - The  holders of the  Series 1 FON  Stock,  the Series 3 FON Stock and the
       Fifth Series Preferred Stock would have one vote per share.

     - The  holders  of the  Series 2 FON  Stock  would  have 1/10 of a vote per
       share.

     - The holders of the Seventh Series  Preferred  Stock would have the number
       of votes per share equal to the  aggregate  number of votes of the shares
       of Series 1 FON Stock or  Series 2 FON  Stock  into  which a share of the
       Seventh Series Preferred Stock could be converted at that time. By way of
       example,  if a share of Seventh Series  Preferred  Stock was  convertible
       into 65  shares of  Series 1 FON  Stock,  that  share of  Seventh  Series
       Preferred Stock would have 65 votes. If under the same  circumstances the
       share of Seventh Series Preferred Stock was convertible into 65 shares of
       Series 2 FON Stock, it would have 6.5 votes. Each share of Seventh Series
       Preferred  Stock will be convertible  into Series 1 FON Stock or Series 2
       FON Stock,  depending on who holds the share of Seventh Series  Preferred
       Stock at that time.

     - The  holders of shares of Class A Common  Stock  would have the number of
       votes  per  share  equal  to  the  votes  represented  by the  FON  Stock
       underlying each share of Class A Common Stock.

     On each  matter to be voted on by the  holders of the FON Stock and Class A
Common Stock voting  together as a single  class,  the holders of shares of each
series of

                                        5

<PAGE>

FON Stock are entitled to one vote per share. The holders of the Class A Common
Stock are entitled to the vote per share  represented  by the shares or fraction
of a share of  Series 3 FON  Stock  underlying  each  share of Class A Common
Stock.

     If the FON Stock is entitled to vote on a matter as a separate class,  each
share will be entitled to one vote. If a particular series of FON Stock, such as
the  Series 1 FON  Stock,  is voting as a  separate  series,  each share will be
entitled to one vote.

     Sprint's Articles of Incorporation provide that the affirmative vote of the
holders  of a  majority  of the votes  represented  by the FON Stock and Class A
Common  Stock  voting  together  as a single  class  is  required  to adopt  any
amendment to Sprint's Articles of Incorporation that would

       -    increase or decrease the number of authorized shares of FON Stock;

       -    increase or decrease the par value of shares of FON Stock; or

       -    change the powers,  preference or special  rights of the shares of
            FON Stock so as to affect them adversely.

     The Tracking  Stock  Policies  adopted by the Sprint Board provide that the
consent of the  holders of a majority  of the  outstanding  shares of PCS Stock,
voting as a separate class,  and the consent of the holders of a majority of the
outstanding  shares of FON Stock,  voting as a separate  class,  is  required to
approve any  acquisition  by the FON Group of more than 33% of the assets of the
PCS Group.

Special Adjustment in Voting Power of the Class A Stock

     If  there  is an  increase  in the  per  share  vote of any  Sprint  voting
securities due to the transfer of the voting  securities and the increase occurs
on or after the tenth  trading  day  preceding  a record  date for  purposes  of
determining  the  stockholders  entitled  to vote or to receive the payment of a
dividend,  then the per share vote of the Class A Stock will be  increased.  The
vote per share  will be  increased  so that the  percentage  of voting  power of
Sprint represented by the shares of Class A Stock held by each holder of Class A
Stock  will not be  diluted  as a result  of the  increase  in votes  due to the
transfer of voting  securities  until the day immediately  following the date of
the stockholders meeting or the date of the dividend payment.  When Series 2 PCS
Stock is transferred by a Cable Holder to a  non-affiliate,  it is automatically
converted into Series 1 PCS Stock, which has a higher per share vote.

Special Voting Rights of the Preferred Stock

     The Preferred  Stock is entitled to vote as a class with respect to certain
matters  affecting  preferences  of the  Preferred  Stock or an  increase in the
authorized shares of the class.

                                   6

<PAGE>

     If  Sprint  does  not pay  dividends  or pays  less  than  full  cumulative
dividends  on the Fifth  Series  Preferred  Stock  for each of four  consecutive
dividend  periods,  or if  arrearages  in the payment of  dividends on the Fifth
Series  Preferred  Stock have  cumulated in an amount  equal to full  cumulative
dividends  on the  Fifth  Series  Preferred  Stock  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 affirmative vote of two-thirds of the votes to which the holders of the
outstanding  shares  of the  Seventh  Series  Preferred  Stock are  entitled  is
necessary for  authorizing or effecting the  amendment,  alteration or repeal of
any of the provisions of the Articles of  Incorporation  which would  materially
and  adversely  affect  the  voting  powers,  preferences,   rights,  powers  or
privileges,  qualifications,  limitations and restrictions of the Seventh Series
Preferred Stock.

Classified Board; No Cumulative Voting

     The Sprint Board is divided into three classes, with each class consisting,
as nearly as possible,  of one-third of the total number of the directors.  Only
one class is elected  each year,  and it is elected for a three-year  term.  The
holders of all classes  and series of stock,  including  the Class A Stock,  are
entitled to vote in the election of these directors.

     Sprint  stockholders  are not entitled to  cumulative  voting rights in the
election of directors.

REDEMPTION OF COMMON STOCK

     The Articles of  Incorporation  permit the redemption of shares of Series 1
FON Stock, Series 1 PCS Stock, Series 2 PCS 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 Series 1 FON Stock, Series 1 PCS Stock and Series
2 PCS Stock to be  redeemed  at a price  equal to the fair  market  value of the
shares, except that the redemption price with respect to 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 those shares by the Alien.

CONVERSION OF PCS STOCK AT THE OPTION OF SPRINT

     At any time after  November  23,  2001,  the Sprint  Board may convert each
share of Series 1 PCS Stock into shares of Series 1 FON Stock.

     At the same time as the Sprint  Board  converts the Series 1 PCS Stock into
Series 1 FON Stock,  it must  convert  the Series 2 PCS Stock into  Series 2 FON
Stock and the  Series 3 PCS Stock  into  Series 3 FON Stock.  In  addition,  the
unissued  shares of PCS


                                   7

<PAGE>

Stock  underlying  the Class A Common Stock will convert into unissued shares of
FON Stock on an equivalent basis.

     If the  conversion  takes place before  November  23,  2002,  each share of
Series 1 PCS Stock will  convert into the number of shares of Series 1 FON Stock
equal to 110% of the Optional  Conversion Ratio computed as of the fifth trading
day before the date that notice of  conversion  is sent to holders of PCS Stock.
The Optional  Conversion  Ratio is the ratio of the Average  Trading  Price of a
share of Series 1 PCS Stock to the Average  Trading Price of a share of Series 1
FON Stock.  See the discussion of the vote per share of Series 1 PCS Stock under
"Voting  Rights-Votes  Per Share"  above for a definition  of the term  "Average
Trading  Price."  Sprint must compute the Optional  Conversion  Ratio over a 60-
trading day period if the 20-trading  day period  normally used to determine the
Average  Trading  Price is less  than  90% of the  ratio  as  determined  over a
60-trading day period.

     If the  conversion  takes place on or after  November 23, 2002,  the Sprint
Board will determine the conversion  ratio,  subject to the requirement  that it
must make independent  determinations as to the fairness of the conversion ratio
to the holders of the PCS Stock,  taken as a separate class,  and to the holders
of the FON Stock, taken as a separate class.


MANDATORY DIVIDEND, REDEMPTION OR CONVERSION OF PCS STOCK

     If Sprint disposes of all of the assets of the PCS Group, or if it disposes
of at least 80% of the assets of the PCS Group on a  then-current  market  value
basis, it must use the net proceeds to pay a dividend on the PCS Stock or redeem
the PCS Stock or it must convert the PCS Stock into FON Stock. There are certain
exceptions to this rule; for example,  Sprint does not have to pay a dividend on
the PCS Stock, redeem the PCS Stock or convert the PCS Stock into FON Stock when
it receives in exchange for the assets primarily equity  securities of an entity
engaged,  or proposing to engage,  in a business similar or complementary to the
business of the PCS Group.

     If the Sprint  Board  determines  to convert  the PCS Stock into FON Stock,
Sprint will convert each share of PCS Stock into a number of shares of FON Stock
at a ratio  equal to 110% of the average  Market  Value of one share of Series 1
PCS  Stock to the  average  Market  Value of one  share  of  Series 1 FON  Stock
computed  over a 10-trading  day period  beginning on the 16th trading day after
the consummation of the disposition.  The Market Value is defined as the average
of the high and low reported sales prices regular way.  Appropriate  adjustments
are  made if an  ex-dividend  date or an  effective  date for a  subdivision  or
combination of the relevant shares occurs during the measurement period.

     If the Sprint Board determines to pay a dividend on the PCS Stock or redeem
the PCS Stock,  Sprint will distribute to holders of PCS Stock and to holders of
Class A Common  Stock,  based on the PCS  Stock  underlying  the  Class A Common
Stock,  cash or securities,  other than common equity  securities of Sprint,  or
other  property,  or a

                                        8

<PAGE>

combination of cash and  securities  and other  property, equal to the fair
value of the net proceeds after deducting amounts necessary to pay transaction
costs,  taxes on the disposition,  liabilities of the PCS Group, and any amount
corresponding to any inter- group interest in the PCS Group held by the Sprint
FON Group.  If the  payment of the  dividend or  redemption  price occurs before
November 23, 2001, the Sprint Board may also convert each share of PCS Stock
remaining  outstanding  into shares of FON Stock on the same basis as conversion
of PCS Stock  into FON Stock  after  November  23,  2001 and  before November
23, 2002 described  above under  "Conversion of PCS Stock at the Option of
Sprint."  The  conversion  of PCS Stock into FON Stock can occur under these
circumstances  only if the conversion date occurs prior to the first anniversary
of the payment of the dividend or redemption price.

REDEMPTION OF PCS STOCK IN EXCHANGE FOR STOCK OF A SUBSIDIARY

     Sprint may redeem all of the  outstanding  shares of PCS Stock in  exchange
for  the  outstanding  shares  of  common  stock  of  one or  more  wholly-owned
subsidiaries  that hold all of the assets and liabilities  attributed to the PCS
Group if the following conditions are met

     - The redemption must be approved by the affirmative vote of the holders of
       a majority  of the shares of PCS Stock and Class A Common  Stock,  to the
       extent the Class A Common Stock represents  unissued shares of PCS Stock,
       voting as a separate class, if the redemption  occurs before November 23,
       2000.

     - Either the redemption  must be tax free to the holders of PCS Stock or an
       arrangement  must  exist such that  holders of PCS Stock,  net of related
       taxes,  are in a position  substantially  equivalent  economically to the
       position they would be in if the redemption were tax free.

LIQUIDATION RIGHTS

     In the event of the  liquidation  of Sprint,  the prior rights of creditors
and the aggregate liquidation preference of any Preferred Stock then outstanding
must first be satisfied.  The holders of FON Stock, PCS Stock and Class A Common
Stock will be entitled to share in the remaining  assets of Sprint in accordance
with the per share  Liquidation  Units  attributable  to each class or series of
common  stock.  The  holders of FON Stock  have no  special  claim to the assets
attributed to the Sprint FON Group. The Liquidation  Units  attributable to each
class of common stock are as follows:

     -     Each share of FON Stock is attributed one Liquidation Unit.

     -     Each share of PCS Stock is attributed 0.2046 Liquidation Units.

     -     Each share of a series of Class A Common Stock is entitled to a
           number of Liquidation Units equal to the sum of the Liquidation Units
           associated with

                                        9

<PAGE>

           the  unissued  shares of FON Stock  and the  unissued shares of PCS
           Stock  underlying  that series of Class A Common Stock at the time of
           the liquidation,  divided by the aggregate  number of outstanding
           shares of that series of Class A Common Stock.

     The number of Liquidation  Units for each share of FON Stock and each share
of PCS Stock will be adjusted for stock  splits,  reverse stock splits and other
corporate events affecting the FON Stock or the PCS Stock.

PREEMPTIVE RIGHTS

     No holder of shares of FON Stock,  PCS Stock,  Class A Common  Stock or any
other capital stock of Sprint is entitled to preemptive  rights or  subscription
rights,  other than  pursuant to the Rights issued  pursuant to Sprint's  Rights
Agreement.  France Telecom and Deutsche  Telekom have the  contractual  right to
purchase  additional  shares of Series 3 FON Stock and  Series 3 PCS Stock  from
Sprint to enable  them to maintain  their  ownership  level of  Sprint's  voting
securities.  In  addition,  at the time of the  acquisition  of their  shares of
Series  2 PCS  Stock,  TeleCommunications,  Inc.,  Comcast  Corporation  and Cox
Communications, Inc. were given contractual rights to purchase additional shares
of Series 2 PCS Stock  under  certain  circumstances  to enable them to maintain
certain ownership levels.

FULLY PAID

     The outstanding shares of FON Stock, PCS Stock and Class A Common Stock are
fully paid and nonassessable.

TRANSFER AGENT AND REGISTRAR

     The transfer  agent and registrar for FON Stock is UMB Bank,  n.a.,  Kansas
City, Missouri.

CHANGE OF CONTROL PROVISIONS

     The Kansas General  Corporation Code and Sprint's Articles of Incorporation
and Bylaws contain  provisions  which could  discourage or make more difficult a
change in control of Sprint without the support of the Sprint Board.
A summary of these provisions follows.

Vote Required for Certain Business Combinations

     Sprint's   Articles  of   Incorporation   require  that  certain   business
combinations  initiated by a beneficial  owner of 10 percent or more of Sprint's
voting  stock must be approved  by the holders of 80 percent of the  outstanding
voting stock.

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Restriction on Purchase of Equity Securities by Sprint

     If the beneficial  owner of 5 percent or more of a class of Sprint's equity
securities  has held any of the  securities  for less than two  years,  Sprint's
Articles of Incorporation  prohibit Sprint from purchasing  equity securities of
the same class as the securities held for less than two years from the 5 percent
security holder at a premium over market price unless Sprint either

     - obtains the  approval of the holders of a majority of the voting power of
       Sprint's  outstanding  capital stock,  excluding the shares held by the 5
       percent security holder, or

     - makes a tender or exchange offer to purchase securities of the same class
       on the same terms to all holders of such equity securities.

     The approval of  stockholders is not required in connection with purchases,
redemptions  or other  acquisitions  by Sprint of Sprint  capital  stock held by
France Telecom,  Deutsche Telekom,  certain of their designated  subsidiaries or
certain other qualified  holders of the Class A Stock pursuant to the investment
agreements  entered into with France  Telecom and  Deutsche  Telekom or Sprint's
Articles of Incorporation.

Classified Board; Removal of Directors

     In addition to providing  for a classified  Board of  Directors,  discussed
above under "Voting Rights - Classified  Board; No Cumulative  Voting," Sprint's
Articles of Incorporation  provide that directors may be removed only for cause.
Removal for cause requires the affirmative  vote of the holders of a majority of
the votes  represented  by the shares  entitled to vote on the  election of that
director. The provisions for a classified Board, together with the limitation on
the removal of directors, makes it more difficult to remove directors.

Notice Provisions Relating to Stockholder Proposals and Nominees

     Sprint's Bylaws contain provisions  requiring a stockholder to give advance
written  notice to Sprint of a proposal or director  nomination in order to have
the proposal or the nominee considered at a meeting of stockholders.  The notice
must usually be given not less than 50 days and not more than 75 days before the
meeting.  Under the Sprint Bylaws,  the  stockholders may require that a special
meeting of  stockholders  be called  only if the  holders  of a majority  of the
shares of stock  issued and  outstanding  and  entitled to vote request that the
meeting be called.

Rights Plan

     The Sprint Board has adopted a Rights  Agreement.  Pursuant to the terms of
the Rights  Agreement,  Rights are  attached  to the FON Common  Stock,  the PCS
Common Stock and the Class A Common Stock.  For a  description  of the FON Group
Rights

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attached  to the FON  Common  Stock,  see  Amendment  No. 3 to  Sprint's
Registration  Statement  on Form 8-A  relating  to the FON Group  rights,  filed
August 4, 1999.  For a description  of the PCS Group Rights  attached to the PCS
Common Stock, see Amendment No. 2 to Sprint's Registration Statement on Form 8-A
relating to the PCS Group rights, filed July 26, 1999.

Business Combination Statute

     Kansas has a Business  Combination  Statute which limits  certain  business
combinations   between  Kansas   corporations,   like  Sprint,   and  interested
stockholders,   who  are  certain  persons  beneficially  owning  a  significant
percentage  of  the  voting  stock  of  the   corporation.   However,   business
combinations  with a  stockholder  who  became an  interested  stockholder  in a
transaction  approved by the corporation's  Board of Directors are exempted from
these provisions.

Control Share Acquisition Statute

     Kansas also has a Control  Share  Acquisition  Statute that  provides  that
persons who acquire beneficial ownership of the voting stock of a corporation in
excess of certain  thresholds  lose the right to vote the shares acquired in the
transaction resulting in the person exceeding one of the thresholds,  unless the
acquisition is approved by

     -     a majority of the outstanding voting shares of the corporation, and

     -     a majority of the outstanding voting shares of the corporation
           excluding the shares owned by the person making the acquisition,
           shares held by the officers  of  the  corporation  and  shares  held
           by  directors  of  the corporation who are also employees of the
           corporation.

The  thresholds  are 20%, 33 1/3% and 50% of the voting power.  Shares  acquired
directly from the issuing corporation are not subject to the statute.

Item 2.        Exhibits.

4.1  The rights of the  Registrant's  equity security holders are defined in the
     Fifth, Sixth,  Seventh and Eighth Articles of the Registrant's  Articles of
     Incorporation  (the Articles of Incorporation  are filed as Exhibit 3(a) to
     the Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
     31, 2000 and incorporated herein by reference).

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


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<PAGE>


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

4.4  Amended and Restated Standstill Agreement dated November 23, 1998, by and
     among Registrant, France Telecom S.A. and Deutsche Telekom AG (filed as
     Exhibit 4E to Post-Effective Amendment No. 2 to Registrant's Registration
     Statement on Form S-3 (No. 33-58488) and incorporated herein
     by reference).

4.5  Bylaws of the Registrant, as amended (filed as Exhibit 3(b) to the
     Registrant's  Quarterly Report on Form 10-Q for the quarter ended March 31,
     2000 and incorporated herein by reference).


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                               SIGNATURE

     Pursuant  to the  requirements  of  Section  12 of the  Exchange  Act,  the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              SPRINT CORPORATION


                         By: /s/ Michael T. Hyde
                                 Michael T. Hyde
                                 Assistant Secretary


Date:  May 30, 2000.


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