SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549

                         FORM 8-A/A
                      (Amendment No. 3)

      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

     FON Group Rights                   New York Stock Exchange


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

                            None
                      (Title of class)




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

     On June 29, 1998, the Board of Directors of Sprint
Corporation approved an amendment to Sprint's Rights
Agreement that was effective on November 23, 1998 in
connection with the reclassification of Sprint's common
stock into FON Common Stock and PCS Common Stock.  Pursuant
to the amended Rights Agreement, a FON Group Right attached
to each share of FON Common Stock outstanding as a result of
the reclassification.

     As a result of the 2-for-1 split of the FON Common
Stock in the form of a dividend paid in shares of FON Common
Stock in the 1999 second quarter, the number of FON Group
Rights attached to each share of FON Common Stock was
adjusted so that following the split one-half of a Right is
attached to each share.  Sprint also issues one-half of a
FON Group Right in connection with the issuance of shares of
Series 1 FON Common Stock and Series 3 FON Common Stock.  If
Sprint were to issue shares of Series 2 FON Stock, it would
also issue one-half of a FON Group Right with each share.

     The number of FON Group Rights, or fraction of a Right,
attached to each share of FON Common Stock is subject to
additional adjustment if there is another stock dividend on
the FON Common Stock paid in shares of FON Common Stock or a
subdivision or combination of the shares of FON Common
Stock.

     The FON Group Rights trade with the FON Common Stock.
The Rights detach from the FON Common Stock and become
exercisable only if, in a transaction not approved by the
Sprint Board, a person or entity

     - becomes the beneficial owner of voting securities
       representing 15% or more of the voting power of Sprint, or

     - announces a tender offer that, if consummated, would
       result in beneficial ownership by a person or group of
       voting securities representing 15% or more of the voting
       power of Sprint.

     If the Rights detach and become exercisable as a result
of the commencement of a tender offer, each whole FON Group
Right entitles its holder to purchase one one-thousandth of
a share of Preferred Stock-Sixth Series for an exercise
price of $275 unless the Rights are redeemed by Sprint.
This exercise price and the number of shares, or fraction of
a share, of Preferred Stock-Sixth Series that can be
purchased are both subject to adjustment to prevent dilution
in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Stock-
Sixth Series or if Sprint distributes certain rights,
options, warrants, evidences of indebtedness or assets to
the holders of the Preferred Stock-Sixth Series.

     After a person or group (referred to as an Acquiring
Person) becomes the beneficial owner of voting securities
representing 15% or more of the voting power of



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Sprint, unless the securities were acquired pursuant to a Qualifying
Offer, each FON Group Right entitles its holder to purchase,
for the Right's exercise price, a number of shares of FON
Common Stock having a value equal to two times the then
current exercise price of the Right.  All Rights that are,
or under certain circumstances were, beneficially owned by
any Acquiring Person or certain related parties will be null
and void.  A "Qualifying Offer" is an offer for outstanding
shares of common stock which a majority of the directors who
are not also officers of Sprint and who are not
representatives, nominees, affiliates or associates of an
Acquiring Person determine, after receiving advice from one
or more investment banking firms, to be fair to the
stockholders and otherwise in the best interests of Sprint
and its stockholders.

     If Sprint is involved in a merger or other business
combination transaction after the Rights become exercisable,
each FON Group Right entitles its holder to purchase, for
the Right's exercise price, a number of the acquiring or
surviving company's shares of common stock having a market
value equal to twice the exercise price of the Right.
Similarly, if Sprint sells or transfers 50% or more of its
assets or earning power after the Rights become exercisable,
each FON Group Right entitles its holder to purchase, for
the Right's exercise price, a number of the acquiring
company's shares of common stock having a market value equal
to twice the exercise price of the Right.

     At any time after any person or group becomes an
Acquiring Person and before the acquisition by such person
or group of 50% or more of the voting power of Sprint, the
Sprint Board may exchange FON Common Stock for all or any
part of the FON Group Rights, other than any FON Group
Rights that have become null and void.  Following the 2-for-
1 split of FON Common Stock in the 1999 second quarter, the
exchange rate is two shares of FON Common Stock for each
Right.  This exchange rate is subject to additional
adjustment to reflect any stock split, stock dividend or
similar transaction involving the FON Common Stock in the
future.

     Sprint is entitled to redeem the FON Group Rights at
$.01 per Right at any time until ten business days following
a public announcement that a person or group of persons has
become the beneficial owner of voting securities
representing 15% or more of the voting power of Sprint or,
in the case of Deutsche Telekom AG and France Telecom S.A.,
that they have acquired in excess of the shares permitted to
be acquired under the Standstill Agreement which they have
entered into with Sprint.  The redemption price is subject
to appropriate adjustment if there is a stock split, stock
dividend or similar transaction.  The terms of the Rights
expire on June 25, 2007, unless Sprint redeems the Rights
before then or unless the Sprint Board extends the Rights by
amending the Rights Agreement.

     Each share of Preferred Stock-Sixth Series will be
entitled to a minimum preferential quarterly dividend
payment of the greater of

     - $100 per share or


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     - 2,000 times the aggregate per share amount of all
       dividends, other than a dividend payable in FON Common
       Stock, declared per share of FON Common Stock.

     In the event of the liquidation of Sprint, the holders
of shares of Preferred Stock-Sixth Series will be entitled
to the greater of

     - a minimum preferential liquidation payment of $1,000
       per share, plus accrued dividends, or

     - 2,000 times the aggregate amount to be distributed per
       share of FON Common Stock.

     Each share of Preferred Stock-Sixth Series will have
2,000 times the highest number of votes of any share of the
FON Common Stock, voting together with, and on the same
matters as, the Series 1 FON Common Stock.  Finally, in the
event of any merger, consolidation or other transaction
involving Sprint in which shares of FON Common Stock are
exchanged for or changed into other stock, securities, cash
and/or other property, each share of Preferred Stock-Sixth
Series will be entitled to receive 2,000 times the amount
received per share of FON Common Stock.  The dividend,
liquidation, voting and other rights of the Preferred Stock
- - Sixth Series are subject to adjustment if there is a
dividend on the FON Common Stock paid in shares of FON
Common Stock or a subdivision or combination of the shares
of FON Common Stock.

Item 2.        Exhibits.

4.1  Amended and Restated Rights Agreement between the
     Registrant and UMB Bank, n.a., as Rights Agent (Filed as
     Exhibit 4.1 to the Registrant's Amendment No. 1 to the
     Registration Statement on Form 8-A for the registration of
     PCS Group Rights, filed November 25, 1998, and incorporated
     herein by reference), which includes as Exhibit A-1, the
     Certificate of Designation, Preferences and Rights of
     Preferred Stock - Sixth Series; as Exhibit A-2, the
     Certificate of Designation, Preferences and Rights of
     Preferred Stock - Eighth Series; as Exhibit B-1, the Form of
     FON Group Rights Certificate; as Exhibit B-2, the form of
     PCS Group Rights Certificate; as Exhibit B-3, the Form of
     Old Class A Rights Certificate; and as Exhibit B-4, the Form
     of Series DT Rights Certificate.



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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:   August 4, 1999










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