UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the fiscal year ended              December 31, 1996
                          ----------------------------------------------

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from                to

                                        333-06609-01
Commission file number                  333-06609-02
                       -------------------------------------------------
                              SPRINT SPECTRUM L.P.
                       SPRINT SPECTRUM FINANCE CORPORATION
             (Exact name of registrant as specified in its charter)

                  DELAWARE                               48-1165245
                  DELAWARE                               43-1746537
---------------------------------------------     ----------------------
(State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                    Identification Nos.)

   4900 Main Street, Kansas City, Missouri                64112
---------------------------------------------     ----------------------
  (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code      (816) 559-1000
                                                    ----------------------------

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter  period that the registrant was re-
quired to file such reports), and  (2) has been subject to such  filing require-
ments for the past 90 days.       Yes        X              No
                                       ------------           --------------
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 14, 1997 the Sprint  Spectrum  Finance  Corporation had Common Stock
outstanding of 100 shares.

Documents Incorporated by Reference:  None



<PAGE>



                              SPRINT SPECTRUM L.P.
                       SPRINT SPECTRUM FINANCE CORPORATION

                          1996 FORM 10-K/A ANNUAL REPORT

                                Table of Contents

                                                                            Page

                                     PART IV

Item 14.          Exhibits, Financial Statement Schedule and Reports on
                    Form 8-K................................................. 3













<PAGE>

Part IV

Item 14.  Exhibits, Financial Statement Schedule, and Reports on Form 8-K

(a)  1.  See "Index to Financial Statements" set forth on page F-1.

     2.   See "Index to Financial Statements" set forth on page F-1.

     3.   The following Exhibits are part of this report:

         EXHIBITS

         3.1    Certificate of Limited Partnership of Sprint Spectrum L.P. (in-
                corporated by reference to Registrant's Form S-1 Registration
                Statement, Registration No. 333-00609, filed June 21, 1996).

         3.2    Agreement of Limited Partnership of MajorCoSub, L.P. (renamed
                Sprint Spectrum L.P.) dated as of March 28, 1995, among MajorCo,
                L.P. and MinorCo, L.P. (incorporated by reference to Regi-
                strant's Form S-1 Registration Statement, Registration No.
                333-00609, filed June 21, 1996).

         3.3    Amended and Restated Agreement of Limited Partnership of Major-
                Co, L.P. (renamed Sprint Spectrum Holding Company, L.P.) dated
                January 31, 1996, among Sprint Spectrum, L.P. (renamed Sprint
                Enterprises, L.P.), TCI Network Services, Comcast Telephony Ser-
                vices and Cox Telephony Partnership (incorporated by reference
                to Registrant's Form S-1 Registration Statement, Registration
                No. 333-06609, filed on June 21, 1996).

         4.1    Senior Note  Indenture,  dated August 23, 1996,  between  Sprint
                Spectrum L. P., Sprint  Spectrum  Finance  Corporation,  and The
                Bank of New York,  as  Trustee  (incorporated  by  reference  to
                Registrant's Form 10-Q filed November 12, 1996).

         4.2    Form of Senior Note (included in Exhibit 4.1).

         4.3    Senior  Discount Note Indenture  dated August 23, 1996,  between
                Sprint Spectrum L.P., Sprint Spectrum Finance  Corporation,  and
                The Bank of New York, as Trustee  (incorporated  by reference to
                Registrant's Form 10-Q filed November 12, 1996).

         4.4    Form of Senior Discount Note (included in Exhibit 4.3).

         10.1   Procurement and Services Contract, dated as of January 31, 1996,
                between MajorCo, L.P. and Northern Telecom Inc. (incorporated by
                reference to Form S-1 Registration Statement, Registration No.
                333-06609, filed on July 30, 1996).

         10.2   Assignment, Assumption and Amendment No. 1, dated as of June 26,
                1996, to Procurement and Services Contract, dated as of January
                31, 1996, between MajorCo, L.P. and Northern Telecom, Inc. (in-
                corporated by reference to Form S-1 Registration Statement, Reg-
                istration No. 333-06609, filed on July 30, 1996).

         10.3   Procurement and Services Contract, dated as of January 31, 1996,
                between MajorCo, L.P. and AT&T Corp. (incorporated by reference
                to Form S-1 Registration Statement, Registration No. 333-06609,
                filed on July 30, 1996).

         10.4   Assignment, Assumption and Amendment No. 1, dated as of June 21,
                1996, to Procurement and Services Agreement, dated as of January
                31, 1996, between MajorCo, L.P. and AT&T Corp. (incorporated by
                reference to Form S-1 Registration Statement, Registration No.
                333-06609, filed on July 30, 1996).

         10.5   Amendment No. 2 to the Lucent Technologies/Sprint Spectrum Pro-
                curement and Services Contract, dated as of July 15, 1996 be-
                tween Sprint Spectrum Equipment Company, L.P. and Lucent Tech-
                nologies, Inc. (incorporated by reference to Registrant's Form
                10-Q filed November 12, 1996).

         10.6   Amended and Restated Procurement and Services Contract, dated as
                of October 9, 1996 between Sprint  Spectrum  Equipment  Company,
                L.P. and Lucent Technologies Inc. The omitted portions indicated
                by brackets have been  separately  filed with the Securities and
                Exchange  Commission  pursuant  to a  request  for  confidential
                treatment  under  Rule 24-b of the  Securities  Exchange  Act of
                1934, as amended.

                                      3
<PAGE>



         10.7   Amended and Restated Sprint Trademark License Agreement, dated
                as of January 31, 1996, between Sprint Communications Company,
                L.P. and MajorCo, L.P. (incorporated by reference to Regi-
                strant's Form S-1 Registration Statement, Registration No.
                333-06609, filed on July 30, 1996).

         10.8   First Amendment to Amended and Restated Trademark License Agree-
                ment, dated as of September 26, 1996, between Sprint Communica-
                tions Company, L.P. and Sprint Spectrum Holding Company, L.P.
                (incorporated by reference to Registrant's Form 10-Q filed Nov-
                ember 12, 1996).

         10.9   Assignment and Acceptance  Agreement  (regarding the Amended and
                Restated  Trademark License  Agreement,  as amended) dated as of
                September 30, 1996 between Sprint Spectrum Holding Company, L.P.
                and  Sprint   Spectrum  L.P.   (incorporated   by  reference  to
                Registrant's Form 10-Q filed November 12, 1996).

         10.10  Amended and Restated Assignment and Assumption Agreement
                (Leases), dated as of July 1, 1996, between Sprint Spectrum
                Holding Company, L.P., Sprint Spectrum L.P. and Sprint Spectrum
                Realty Company, L.P. (incorporated by reference to Registrant's
                Form 10-Q filed November 12, 1996).

         10.11  Property Use Agreement, dated as of July 1, 1996, between Sprint
                Spectrum Realty Company, L.P. and Sprint Spectrum L.P. (in-
                corporated by reference to Registrant's Form S-1 Registration
                Statement, Registration No. 333-06609, filed on July 30, 1996).

         10.12  Assignment and Assumption, dated as of July 1, 1996, between
                Sprint Spectrum Holding Company, L.P., Sprint Spectrum L.P. and
                Sprint Spectrum Equipment Company, L.P. (incorporated by refer-
                ence to Registrant's Form S-1 Registration Statement, Registra-
                tion No. 333-06609, filed on July 30, 1996).

         10.13  Equipment Lease Agreement, dated as of July 1, 1996, between
                Sprint Spectrum Equipment Company, L.P. and Sprint Spectrum L.P.
                (incorporated by reference to Registrant's Form S-1 Registration
                Statement, Registration No. 333-06609, filed on July 30, 1996).

         10.14  Employment Agreement, dated as of July 29, 1996, between Sprint
                Spectrum Holding  Company, L.P. and Andrew Sukawaty (incorpor-
                ated by reference to Registrant's Form S-1 Registration State-
                ment, Registration No. 333-06609, filed on August 12, 1996).

         10.15  Employment Agreement, dated as of September 29, 1995, between
                MajorCo, L.P. and Joseph M. Gensheimer (incorporated by refer-
                ence to Registrant's Form S-1 Registration Statement, Registra-
                tion No. 333-06609, filed on July 30, 1996).

         10.16  Registration Rights Agreement, dated as of August 23, 1996 among
                Sprint Spectrum L.P.,  Sprint Spectrum  Finance  Corporation and
                Sprint  Corporation  (incorporated  by reference to Registrant's
                Form 10-Q filed November 12, 1996).

         10.17  Amended and Restated Capital Contribution Agreement dated as of
                October 2, 1996, among Sprint Corporation, Tele-Communications,
                Inc., Comcast Corporation, Cox Communications, Inc. and Sprint

                                       4
<PAGE>


                Spectrum L.P. (incorporated by reference to Registrant's Form
                10-Q filed November 12, 1996).

         10.18  Paging Sales Agency Agreement, dated as if January 17, 1996, be-
                tween MajorCo, L.P. and Sprint Communications Company, L.P. (in-
                corporated by reference to Registrant's Form S-1 Registration
                Statement, Registration No. 333-06609, filed on July 30, 1996).

         10.19  Second Amended and Restated Limited Partnership Agreement dated
                as of January 9, 1995 among American Personal Communications,
                Inc., WirelessCo, L.P. and The Washington Post Company (in-
                corporated by reference to Registrant's Form S-1 Registration
                Statement, Registration No. 333-06609, filed on July 30, 1996).

         10.20  WirelessCo Affiliation Agreement, dated as of January 9, 1995
                between American PCS, L.P., and WirelessCo, L.P. (incorporated
                by reference to Registrant's Form S-1 Registration Statement,
                Registration No. 333-06609, filed on July 30, 1996).

         10.21  Letter Agreement, dated as of August 31, 1996, between American
                PCS, L.P., American Personal Communications Inc., WirelessCo,
                L.P., Sprint Spectrum L.P. and Sprint Spectrum Holding Company,
                L.P. (incorporated by reference to Registrant's Form 10-Q, filed
                on September 26, 1996).

         10.22  Purchase and Supply Agreement dated as of June 21, 1996, between
                Sprint Spectrum L.P.,  QUALCOMM Personal  Electronics,  QUALCOMM
                Incorporated  and  Sony   Electronics   Inc.   (incorporated  by
                reference  to  Registrant's  Form  S-1  Registration  Statement,
                Registration No. 333-06609, filed on August 12, 1996).

         10.23  Amendment  No. 1, dated as of October 24, 1996,  to the Purchase
                and Supply  Agreement dated as of June 21, 1996,  between Sprint
                Spectrum   L.P.,   QUALCOMM   Personal   Electronics,   QUALCOMM
                Incorporated  and Sony  Electronics  Inc.  The omitted  portions
                indicated  by  brackets  have  been  separately  filed  with the
                Securities  and  Exchange  Commission  pursuant to a request for
                confidential   treatment  under  Rule  24-b  of  the  Securities
                Exchange Act of 1934, as amended.

         10.24  Customer Account and Billing System Agreement, dated as of
                February 26, 1996, between Sprint Spectrum L.P. and Cincinnati
                Bell Information Systems Inc. (incorporated by reference to Reg-
                istrant's Form S-1 Registration Statement, Registration No.
                333-06609, filed on July 30, 1996).

         10.25  Subscriber Unit Equipment Purchase and Supply Agreement, dated
                as of September 17, 1996, between Sprint Spectrum L.P. and Sam-
                sung Electronics Co., Ltd. (incorporated by reference to Regi-
                strant's Form 10-Q filed November 12, 1996).

         10.26  Letter agreement dated as of September 17, 1996 from Sprint
                Spectrum L.P. to Samsung Electronics Co., Ltd. and Samsung Elec-
                tronics Co., Ltd./Samsung Telecommunications America, Inc. (in-
                corporated by reference to Registrant's Form 10-Q filed November
                12, 1996).

         10.27  Master Agreement, dated as of September 1996, between Sprint
                Communications Company, L.P., Sprint Spectrum L.P., Sprint Uni-
                ted Management Company and Tandy Corporation, a Delaware corp-

                                       5
<PAGE>


                oration  acting by and  through its  RadioShack  division
                (incorporated  by  reference  to  Registrant's  Form 10-Q  filed
                November 12, 1996).

         10.28  Credit  Agreement,  dated as of October 2, 1996,  between Sprint
                Spectrum  L.P.  and Northern  Telecom Inc. The omitted  portions
                indicated  by  brackets  have  been  separately  filed  with the
                Securities  and  Exchange  Commission  pursuant to a request for
                confidential   treatment  under  Rule  24-b  of  the  Securities
                Exchange Act of 1934, as amended.

         10.29  Credit  Agreement,  dated as of October 2, 1996,  between Sprint
                Spectrum L.P. and Lucent  Technologies Inc. The omitted portions
                indicated  by  brackets  have  been  separately  filed  with the
                Securities  and  Exchange  Commission  pursuant to a request for
                confidential   treatment  under  Rule  24-b  of  the  Securities
                Exchange Act of 1934, as amended.

         *10.30 Credit  Agreement,  dated as of October 2,  1996,  among  Sprint
                Spectrum   L.P.,   the   several   banks  and  other   financial
                institutions  and  entities  from  time to time  parties  to the
                Credit Agreement and The Chase Manhattan Bank, as administrative
                agent  for  the  lenders.  The  omitted  portions  indicated  by
                brackets  have been  separately  filed with the  Securities  and
                Exchange  Commission  pursuant  to a  request  for  confidential
                treatment  under  Rule 24-b of the  Securities  Exchange  Act of
                1934, as amended.

         10.31  Trust Agreement, dated as of October 2, 1996 among Sprint Spec-
                trum L.P., First Union National Bank and Kenneth D. Benton.

         10.32  Pledge Agreement, dated as of October 2,1996, made by Sprint
                Spectrum L.P. and MinorCo, L.P. in favor
                of the Trustees under the Trust Agreement.

         10.33  Borrower Security Agreement, dated as of October 2. 1996, made
                by Sprint Spectrum L.P. and MinorCo, L.P. in favor of the
                Trustees under the Trust Agreement.

         10.34  Subsidiary Security Agreement, dated as of October 2, 1996, made
                by Sprint Spectrum L.P. and MinorCo, L.P. in favor of the
                Trustees under the Trust Agreement.

         10.35  Guarantee, dated as of October 2, 1996, by WirelessCo, L.P. in
                 favor of the Trustees under the Trust Agreement.

         10.36  Guarantee, dated as of October 2, 1996, by Sprint Spectrum
                Equipment Company, L.P. in favor of the Trustees under the Trust
                Agreement.

         10.37  Guarantee, dated as of October 2, 1996, by Sprint Spectrum Real-
                ty Company, L.P. in favor of the Trustees under the Trust Agree-
                ment.

         12     Statements re: computation of ratios

         21     Subsidiaries of Registrant

         27     Financial Data Schedule

(b) No reports on Form 8-K were filed during the fiscal year ended  December 31,
    1996.

* Filed herewith.
                                       6
<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               SPRINT SPECTRUM L.P.
                                               (Registrant)



                                               By   /s/  Andrew Sukawaty
                                               Andrew Sukawaty
                                               President and Chief Executive
                                                Officer


Date:  February 20, 1998

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on the 20th day of February, 1998.


                                               /s/  Andrew Sukawaty
                                               Andrew Sukawaty
                                               President and Chief Executive
                                                Officer


                                               /s/  Robert M. Neumeister, Jr.
                                               Robert M. Neumeister, Jr.
                                               Chief Financial Officer

                                               /s/  John W. Meyer
                                               John W. Meyer
                                               Vice President and Controller
                                                Principal Accounting Officer

                                               /s/  Ronald T. LeMay
                                               Ronald T. LeMay
                                               Sprint Spectrum Holding Company
                                                Partnership Board Representative


                                               /s/  James O. Robbins
                                               James O. Robbins
                                               Sprint Spectrum Holding Company
                                                Partnership Board Representative



                                               /s/  Lawrence S. Smith
                                               Lawrence S. Smith
                                               Sprint Spectrum Holding Company
                                                Partnership Board Representative


                                               /s/  Gerald W. Gaines
                                               Gerald W. Gaines
                                               Sprint Spectrum Holding Company
                                                Board Representative



                                      7
<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                               SPRINT SPECTRUM
                                               FINANCE CORPORATION
                                               (Registrant)



                                               /s/  Andrew Sukawaty
                                               Andrew Sukawaty
                                               President



Date:  February 20, 1998


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 20th day of February, 1998.



                                          /s/  Andrew Sukawaty
                                          Andrew Sukawaty
                                          President and Director


                                          /s/  Robert M. Neumeister, Jr.
                                          Robert M. Neumeister, Jr.
                                          Vice President, Treasurer and Director




                                       8