Exhibit 10.35


                                    GUARANTEE


                  GUARANTEE,  dated as of October 2, 1996,  made by  WirelessCo,
L.P., a Delaware limited partnership (the "Guarantor"), in favor of the Trustees
under the Trust Agreement described below for the benefit of the Secured Parties
that are the beneficiaries of the Trust Estate under the Trust Agreement.


                              W I T N E S S E T H:


                  WHEREAS,  the Secured  Parties have  severally  agreed to make
loans and other extensions of credit to Sprint Spectrum L.P., a Delaware limited
partnership (the "Borrower");

                  WHEREAS, the Borrower and the Guarantor are engaged in related
businesses,  and the  Guarantor  will  derive  substantial  direct and  indirect
benefit  from the  making of such  loans and other  extensions  of credit by the
Secured Parties; and

                  WHEREAS,  it is a condition precedent to the obligation of the
Secured Parties to make their respective loans and other extensions of credit to
the Borrower that the Guarantor shall have executed and delivered this Guarantee
to the Trustees;

                  NOW, THEREFORE,  the Guarantor hereby agrees with the Trustees
for the benefit of the Secured Parties as follows:

                  1. Defined Terms.  (a)  As used in this Guarantee, the follow-
ing terms shall have the following meanings:

                  "Contractual Obligations":  as to any Person, any provision of
         any security issued by such Person or of any agreement, indenture, in-
         strument or other undertaking to which such Person is a party or by
         which it or any of its property is bound.

                  "Corporate Trustee":  First Union National Bank, as Corporate
         Trustee under the Trust Agreement, and its successors pursuant to the
         Trust Agreement.

                  "Governmental Authority":  any nation or government, any state
         or other political subdivision thereof and any entity exercising execu-
         tive, legislative, judicial, regulatory or administrative functions of
         or pertaining to government.

                  "Guarantee":  this Guarantee, as the same may be amended,
         supplemented otherwise modified from time to time.

                  "Individual Trustee":  Kenneth D. Benton, as Individual
         Trustee under the Trust Agreement, and his successors pursuant to the
         Trust Agreement.

                  "Lien":  any mortgage, pledge, hypothecation, assignment, de-
         posit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest of any kind or nature whatsoever.

                  "Notice of Enforcement":  as defined in the Trust Agreement.

                  "Person":  an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Requirement  of  Law":  as to  any  Person,  the  partnership
         agreement,  the  certificate  of  incorporation  and  by-laws  or other
         organizational  or governing  documents  of such  Person,  and any law,
         treaty,   rule  or  regulation  or   determination,   judgment,   writ,
         injunction,  decree  or  order  of an  arbitrator  or a court  or other
         Governmental Authority, in each case applicable to or binding upon such
         Person or any of its  property  or to which  such  Person or any of its
         property is subject.

                  "Secured Parties":  as defined in the Trust Agreement.

                  "Secured Obligations":  as defined in the Trust Agreement.

                  "Secured Obligation Commitments":  all commitments by Secured
         Parties to make loans or extend other credit to the Borrower that, when
         so made or extended, would constitute Secured Obligations.

                  "Security Document":  as defined in the Trust Agreement.

                  "Trust Agreement":  the Trust Agreement, dated as of October
         2, 1996, among the Borrower and the Trustees, as the same may be
         amended, supplemented or otherwise modified from time to time.

                  "Trust Estate":  as defined in the Trust Agreement.

                  "Trustees":  the collective reference to the Corporate Trustee
         and the Individual Trustee.

                  (b) The words "hereof,"  "herein" and "hereunder" and words of
similar  import when used in this  Guarantee  shall refer to this Guarantee as a
whole and not to any  particular  provision of this  Guarantee,  and Section and
paragraph references are to this Guarantee unless otherwise specified.

                  (c) The  meanings  given  to  terms  defined  herein  shall be
equally applicable to both the singular and plural forms of such terms.

                  2. Guarantee. (a) Subject to the provisions of paragraph 2(b),
the   Guarantor,   as  primary   obligor  and  not  merely  as  surety,   hereby
unconditionally and irrevocably  guarantees to the Trustees and their respective
successors and assigns,  for the benefit of the Secured Parties,  the prompt and
complete payment and performance by the Borrower when due (whether at the stated
maturity,  by  acceleration  or  otherwise)  of  the  Secured  Obligations.  The
Guarantor,  as primary  obligor and not merely as surety,  further agrees to pay
any and all reasonable expense (including,  without  limitation,  all reasonable
fees and disbursements of counsel) which may be paid or incurred by the Trustees
in enforcing any rights to, or collecting, any or all of the Secured Obligations
and/or  enforcing  any  rights  with  respect  to, or  collecting  against,  the
Guarantor under this Guarantee.

                  (b) Anything herein,  in the Trust Agreement or in any Secured
Instrument  or Security  Document to the contrary  notwithstanding,  the maximum
liability of the Guarantor hereunder, and under any other document, agreement or
instrument  entered into in connection  with the Trust  Agreement or the Secured
Obligations,  shall in no event exceed the maximum aggregate amount equal to the
largest  amount that would not render its  obligations  hereunder and thereunder
subject to avoidance as a fraudulent transfer or conveyance under Section 548 of
Title 11 of the United  States Code or any  applicable  provisions of comparable
state law.

                  (c) This Guarantee shall remain in full force and effect until
the  Secured  Obligations  are  paid  and  performed  in full  and  all  Secured
Obligation  Commitments are terminated,  notwithstanding  that from time to time
prior thereto the Borrower may be free from any Secured Obligations.

                  (d) The Guarantor  agrees that the Secured  Obligations may at
any time  and from  time to time  exceed  the  amount  of the  liability  of the
Guarantor hereunder without impairing this Guarantee or affecting the rights and
remedies of the Trustees or any Secured Party hereunder.

                  (e)  No  payment  or  payments  made  by  the  Borrower,   the
Guarantor,  any other  guarantor or any other Person or received or collected by
the Trustees or any Secured Party from the Borrower,  the  Guarantor,  any other
guarantor  or any other  Person by virtue  of any  action or  proceeding  or any
set-off  or  appropriation  or  application  at any time or from time to time in
reduction of or in payment of the Secured Obligations shall be deemed to modify,
reduce,  release or otherwise  affect the liability of the  Guarantor  hereunder
which shall,  notwithstanding  any such payment or payments  other than payments
made by the Guarantor in respect of the Secured  Obligations,  remain liable for
the Secured  Obligations up to the maximum liability of the Guarantor  hereunder
until  the  Secured  Obligations  are  paid in full and the  Secured  Obligation
Commitments are terminated.

                  3. No  Subrogation.  Notwithstanding  any  payment or payments
made by the Guarantor  hereunder or any set-off or  application  of funds of the
Guarantor  by any  Secured  Party,  the  Guarantor  shall not be  entitled to be
subrogated to any of the rights (whether contractual, under the Bankruptcy Code,
including  Section 509  thereof,  or  otherwise)  of the Trustees or any Secured
Party against the Borrower or any  collateral  security or guarantee or right of
offset held by the Trustees or any Secured  Party for the payment of the Secured
Obligations,   nor  shall  the  Guarantor  seek  or  be  entitled  to  seek  any
contribution or  reimbursement  from the Borrower or any other Person in respect
of payments made by the Guarantor hereunder, until all payment obligations owing
to the  Trustees  and the  Secured  Parties  by the  Borrower  on account of the
Secured  Obligations  are paid and performed in full and all Secured  Obligation
Commitments  are  terminated.  If any amount  shall be paid to the  Guarantor on
account  of  such  subrogation  rights  at any  time  when  all  of the  Secured
Obligations  shall  not have  been  paid and  performed  in full or the  Secured
Obligation Commitments shall not have been terminated, such amount shall be held
by the Guarantor in trust for the Trustees and the Secured  Parties,  segregated
from other funds of the  Guarantor,  and shall,  forthwith  upon  receipt by the
Guarantor, be turned over to the Corporate Trustee in the exact form received by
the  Guarantor  (duly  indorsed by the Guarantor to the  Corporate  Trustee,  if
required),  to be applied  against the Secured  Obligations,  whether matured or
unmatured, in accordance with the Trust Agreement.

                  4. Amendments,  etc. with respect to the Secured  Obligations;
Waiver of Rights. The Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against the Guarantor and without notice
to or further  assent by the  Guarantor,  any  demand for  payment of any of the
Secured Obligations made by any Secured Party may be rescinded by such party and
any of the Secured Obligations  continued,  and the Secured Obligations,  or the
liability  of any other party upon or for any part  thereof,  or any  collateral
security or  guarantee  therefor or right of offset with respect  thereto,  may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Trustees or any
Secured  Party,  as the  case  may be,  and the  Trust  Agreement,  any  Secured
Instrument or Security  Document and any other documents  executed and delivered
in connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the parties  thereto may deem  advisable from time to time,
and any  collateral  security,  guarantee or right of offset at any time held by
the Trustees or any Secured Party for the payment of the Secured Obligations may
be sold, exchanged, waived, surrendered or released. Neither any Trustee nor any
Secured Party shall have any  obligation to protect,  secure,  perfect or insure
any Lien at any time held by it as security for the Secured  Obligations  or for
this Guarantee or any property subject thereto. When making any demand hereunder
against  the  Guarantor,  the  Corporate  Trustee  may,  but  shall  be under no
obligation to, make a similar demand on the Borrower or any other guarantor, and
any failure by the  Corporate  Trustee to make any such demand or to collect any
payments  from the  Borrower or any such other  guarantor  or any release of the
Borrower  or such  other  guarantor  shall  not  relieve  the  Guarantor  of its
obligations or liabilities hereunder,  and shall not impair or affect the rights
and remedies,  express or implied, or as a matter of law, of the Trustees or any
Secured Party against the  Guarantor.  For the purposes  hereof  "demand"  shall
include the commencement and continuance of any legal proceedings.

                  5. Right of Set-off. The Guarantor irrevocably authorizes each
Trustee and Secured  Party at any time and from time to time  without  notice to
the Guarantor or any other Person, any such notice being expressly waived by the
Guarantor to the extent  permitted by applicable  law, upon any amount  becoming
due and payable by the Guarantor  hereunder to set-off and appropriate and apply
against  such amount any and all deposits  (general or special,  time or demand,
provisional or final), in any currency,  and any other credits,  indebtedness or
claims,  in any currency,  in each case whether direct or indirect,  absolute or
contingent,  matured or unmatured,  at any time held or owing by such Trustee or
Secured  Party or any  branch  or  agency  thereof  to or for the  credit or the
account of the  Guarantor,  or any part thereof,  whether or not any Trustee and
Secured  Party has made any demand for payment.  Each Trustee and Secured  Party
shall notify the Guarantor  promptly after any such set-off and application made
by such Trustee or Secured Party,  provided that the failure to give such notice
shall not affect the  validity of such  set-off and  application.  The rights of
each  Trustee  and  Secured  Party  under this  Section are in addition to other
rights and remedies  (including,  without  limitation,  other rights of set-off)
which such Trustee or Secured Party may have.

                  6. Guarantee Absolute and Unconditional.  The Guarantor waives
any and all notice of the creation,  renewal, extension or accrual of any of the
Secured Obligations and notice of or proof of reliance by any Secured Party upon
this Guarantee or acceptance of this Guarantee, and the Secured Obligations, and
any of them,  shall  conclusively be deemed to have been created,  contracted or
incurred,  or  renewed,  extended,  amended or  waived,  in  reliance  upon this
Guarantee;  and all dealings between the Borrower and the Guarantor,  on the one
hand,  and the Trustees  and the Secured  Parties,  on the other hand,  likewise
shall be conclusively  presumed to have been had or consummated in reliance upon
this Guarantee. The Guarantor waives diligence, presentment, protest, demand for
payment  and notice of  default or  nonpayment  to or upon the  Borrower  or the
Guarantor with respect to the Secured Obligations. The Guarantor understands and
agrees that this  Guarantee  shall be  construed as a  continuing,  absolute and
unconditional   guarantee  of  payment  without  regard  to  (a)  the  validity,
regularity  or  enforceability  of any of the Secured  Obligations,  any Secured
Instrument,  any  Security  Document or any other  collateral  security  for the
Secured  Obligations or guarantee or right of offset with respect thereto at any
time or from time to time held by the  Trustees  or any Secured  Party,  (b) any
defense,   set-off  or  counterclaim   (other  than  a  defense  of  payment  or
performance)  which  may at any  time  be  available  to or be  asserted  by the
Borrower   against  the  Trustees  or  any  Secured  Party,  or  (c)  any  other
circumstance  whatsoever (with or without notice to or knowledge of the Borrower
or the Guarantor)  which  constitutes,  or might be construed to constitute,  an
equitable or legal discharge of the Borrower for the Secured Obligations,  or of
the Guarantor under this Guarantee, in bankruptcy or in any other instance. When
pursuing its rights and remedies hereunder against the Guarantor,  the Corporate
Trustee and any Secured Party may, but shall be under no  obligation  to, pursue
such rights and remedies as it may have against the Borrower or any other Person
or against any collateral  security or guarantee for the Secured  Obligations or
any right of offset  with  respect  thereto,  and any  failure by the  Corporate
Trustee or any  Secured  Party to pursue  such other  rights or  remedies  or to
collect any  payments  from the  Borrower or any such other Person or to realize
upon any such collateral  security or guarantee or to exercise any such right of
offset,  or any  release of the  Borrower  or any such other  Person or any such
collateral  security,  guarantee  or right of  offset,  shall  not  relieve  the
Guarantor of any liability hereunder,  and shall not impair or affect the rights
and remedies,  whether express,  implied or available as a matter of law, of the
Trustees and the Secured  Parties  against the Guarantor.  This Guarantee  shall
remain in full force and effect  and be  binding in  accordance  with and to the
extent of its terms upon the Guarantor and the successors  and assigns  thereof,
and shall inure to the benefit of the  Trustees  and the  Secured  Parties,  and
their respective successors,  indorsees,  transferees and assigns, until all the
Secured  Obligations  and the  obligations of the Guarantor under this Guarantee
shall have been  satisfied  by payment and  performance  in full and all Secured
Obligation  Commitments shall be terminated,  notwithstanding  that from time to
time the Borrower may be free from any Secured Obligations.

                  7.   Reinstatement.   This  Guarantee  shall  continue  to  be
effective, or be reinstated,  as the case may be, if at any time payment, or any
part thereof,  of any of the Secured  Obligations is rescinded or must otherwise
be restored or returned by the  Corporate  Trustee or any Secured Party upon the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of  the
Borrower or the  Guarantor  or any other  Person,  or upon or as a result of the
appointment of a receiver,  intervenor or conservator  of, or trustee or similar
officer  for,  the  Borrower  or  the  Guarantor  or  any  other  Person  or any
substantial part of its property, or otherwise,  all as though such payments had
not been made.

                  8.  Payments.  The Guarantor hereby guarantees that payments
hereunder will be paid to the Corporate Trustee without set-off or counterclaim
in U.S. Dollars in immediately available funds at the office of the Corporate
Trustee located at 765 Broad Street, Newark, New Jersey 07102, Attention:
Corporate Trust Department.

                  9.  Representations and Warranties.  The Guarantor hereby rep-
resents and warrants that:

                  (a)  it  is a  limited  partnership  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
the  partnership  power and authority and the legal right to own and operate its
property, to lease the property it operates and to conduct the business in which
it is currently engaged;

                  (b) it has the  partnership  power and authority and the legal
right to  execute  and  deliver,  and to perform  its  obligations  under,  this
Guarantee,  and has taken all  necessary  partnership  action to  authorize  its
execution, delivery and performance of this Guarantee;

                  (c) this  Guarantee  constitutes  a legal,  valid and  binding
obligation of the Guarantor,  enforceable in accordance with its terms,  subject
to the effects of bankruptcy, insolvency,  reorganization,  moratorium and other
similar  laws  relating to or affecting  creditors'  rights  generally,  general
equitable  principles  (whether  considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing;

                  (d) the execution,  delivery and performance of this Guarantee
will not violate,  result in a default under, or give rise to any  acceleration,
prepayment, repurchase or redemption obligation of the Guarantor as a result of,
any  Requirement of Law or Contractual  Obligation of the Guarantor and will not
result in, or  require,  the  creation or  imposition  of any Lien on any of its
properties or revenues  pursuant to any such  Requirement  of Law or Contractual
Obligation, other than the Liens created by the Security Documents; and

                  (e) no consent or authorization  of, filing with, or other act
by or in respect of, any arbitrator or Governmental  Authority and no consent of
any other  Person,  is  required in  connection  with the  execution,  delivery,
performance, validity or enforceability of this Guarantee, other than any of the
foregoing that have been obtained and are in full force and effect.

                  10. Authority of Trustees. The Guarantor acknowledges that the
rights and responsibilities of the Trustees under this Guarantee with respect to
any action taken by the Trustees or the exercise or non-exercise by the Trustees
of any option,  right,  request,  judgment or other right or remedy provided for
herein or  resulting  or arising  out of this  Guarantee  shall,  as between the
Trustees and the Secured Parties, be governed by the Trust Agreement and by such
other  agreements  with respect thereto as may exist from time to time among the
Secured  Parties  and  the  Trustees,  but,  as  between  the  Trustees  and the
Guarantor, the Trustees shall be conclusively presumed to be acting as agent for
the Secured  Parties  with full and valid  authority  so to act or refrain  from
acting, and the Guarantor shall not be under any obligation, or entitlement,  to
make any inquiry respecting such authority.

                  11. Notices. All notices,  requests and demands to or upon the
Trustees  or the  Guarantor  to be  effective  shall be in writing (or by fax or
similar  electronic  transfer  confirmed in writing) and shall be deemed to have
been duly given or made (a) when delivered by hand or (b) if given by mail, five
days after  being  deposited  in the mails by  certified  mail,  return  receipt
requested,  or (c) if by fax or similar  electronic  transfer,  when received in
legible form, addressed as follows:

                  (i)  if to the Trustees, c/o the Corporate Trustee at its
address or transmission number for notices provided in subsection 9.1 of the
Trust Agreement; and

                  (ii)  if to the  Guarantor,  at its  address  or  transmission
number for notices set forth under its signature below.

                  Each of the Corporate Trustee and the Guarantor may change its
address and  transmission  numbers for notices by giving  notice  thereof to the
other party in the manner provided in this Section.

                  12.  Severability.  Any provision of this  Guarantee  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

                  13.   Integration.  This Guarantee represents the agreement of
the Guarantor with respect to the subject matter hereof, and there are no
promises or representations by the Corporate Trustee or any Secured Party rela-
tive to the subject matter hereof not reflected herein.

                  14. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
None of the  terms or  provisions  of this  Guarantee  may be  waived,  amended,
supplemented or otherwise  modified except by a written  instrument  executed by
the  Guarantor  and the  Corporate  Trustee (at the  direction  of the  Required
Secured Parties), provided that any provision of this Guarantee may be waived by
the  Trustees and the Secured  Parties in a letter or agreement  executed by the
Corporate  Trustee (at the  direction  of the  Required  Secured  Parties) or by
facsimile  transmission  from the  Corporate  Trustee (at the  direction  of the
Required Secured Parties).

                  (b) Neither any Secured Party nor either  Trustee shall by any
act  (except  by a written  instrument  pursuant  to  paragraph  14(a)),  delay,
indulgence,  omission or  otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising,  on the part of any
Secured Party or either Trustee,  any right, power or privilege  hereunder shall
operate as a waiver thereof.  No single or partial exercise of any right,  power
or privilege  hereunder shall preclude any other or further  exercise thereof or
the exercise of any other right, power or privilege. A waiver by the Trustees of
any right or remedy  hereunder on any one  occasion  shall not be construed as a
bar to any right or remedy  which  the  Trustees  or such  Secured  Party  would
otherwise have on any future occasion.

                  (c) The rights and remedies  herein  provided are  cumulative,
may be  exercised  singly or  concurrently  and are not  exclusive  of any other
rights or remedies provided by law.

                  15.  No-Recourse.  No claim may be made under  this  Guarantee
against  any of the  direct or  indirect  partners  of the  Guarantor  (it being
understood  that  this  paragraph  15 shall in no way  limit  any  claims of any
Trustee or Secured Party other than under this Guarantee).

                  16.  Section Headings.  The section headings used in this
Guarantee are for convenience of reference only and are not to affect the con-
struction hereof or be taken into consideration in the interpretation hereof.

                  17.  Successors and Assigns.  This Guarantee  shall be binding
upon the  successors and assigns of the Guarantor and shall inure to the benefit
of the  Trustees  and the Secured  Parties  and their  successors  and  assigns;
provided,  however  that the  Guarantor  shall not have the right to assign  its
rights  hereunder or any interest herein or delegate any of its duties hereunder
without the prior written consent of the Required Secured Parties.

                  18.  Submission to Jurisdiction; Waivers.  The Guarantor here-
by irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
proceeding relating to this Guarantee, or for recognition and enforcement of any
judgment in respect thereof,  to the non-exclusive  general  jurisdiction of the
courts of the State of New York,  the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or  proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  (c) agrees  that  service  of  process  in any such  action or
proceeding  may be effected by mailing a copy thereof by registered or certified
mail (or any  substantially  similar  form of  mail),  postage  prepaid,  to the
Guarantor  at its address set forth under its  signature  below or at such other
address of which the Trustees shall have been notified pursuant hereto; and

                  (d)  agrees  that  nothing  herein  shall  affect the right to
effect  service of process in any other  manner  permitted by law or shall limit
the right to sue in any other jurisdiction.

                  19.  Governing Law.  This Guarantee shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.

                  20.  WAIVERS OF JURY TRIAL.  THE GUARANTOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RE-
LATING TO THIS GUARANTEE.

                  21.  The Trustees.  Notwithstanding anything herein to the
contrary, the obligations of the Trustees hereunder are subject to the rights,
privileges and protections of the Trust Agreement.

                  IN WITNESS WHEREOF,  the undersigned has caused this Guarantee
to be duly executed and delivered by its duly  authorized  officer as of the day
and year first above written.

                                               WIRELESSCO, L.P.

                                               By:   Sprint Spectrum L.P., its
                                                       general partner

                                               By:   Sprint Spectrum Holding
                                                       Company, L.P., its
                                                       general partner


                                               By:  /s/ Robert E. Sleet, Jr.
                                               Title:  Treasurer


                                               Address for Notices:

                                               4717 Grand Avenue, 5th Floor
                                               Kansas City, Missouri  64112
                                               Attention:  Treasurer
                                               Fax:  (816) 559-3550

                                               With a copy to:

                                               4900 Main Street, 12th Floor
                                               Kansas City, Missouri  64112
                                               Attention:  General Counsel
                                               Fax:  (816) 559-2591