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

                                    FORM 10-Q


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

For the quarterly period ended                     March 31, 2001
                               -------------------------------------------------
                                       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.)


  6160 Sprint Parkway, Overland Park, Kansas                 66251
----------------------------------------------         -------------------------
   (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code        (800) 829-0965
                                                    ----------------------------

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

The registrants meet the conditions set forth in General Instruction H (1) (a)
and (b) of Form 10-Q and are therefore filing this Form with the reduced
disclosure format.


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
required to file these reports), and (2) has been subject to these filing
requirements for the past 90 days.

Yes    X      No______
   --------

At May 1, 2001 Sprint Spectrum Finance Corporation had 100 common shares
outstanding.



<PAGE>

<TABLE>
<CAPTION>


Table of Contents

                                                                                                        Page
                                                                                                       Number
                                                                                                 -------------------

SPRINT SPECTRUM L.P.

Part I - Financial Information
          Item 1.  Financial Statements
<S>                                                                                                      <C>
                     Consolidated Statements of Operations                                               1
                     Consolidated Balance Sheets                                                         2
                     Consolidated Statements of Cash Flows                                               3
                     Consolidated Statement of Changes in Partners' Capital and Accumulated
                           Deficit                                                                       4
                     Condensed Notes to Consolidated Financial Statements                                5
          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                                                   7
          Item 3.  Quantitative and Qualitative Disclosures About Market Risk                            10

Part II - Other Information
          Item 1.  Legal Proceedings                                                                     10
          Item 2.  Changes in Securities                                                                 10
          Item 3.  Defaults Upon Senior Securities                                                       10
          Item 4.  Submission of Matters to a Vote of Security Holders                                   10
          Item 5.  Other Information                                                                     10
          Item 6.  Exhibits and Reports on Form 8-K                                                      10

Signature                                                                                                11

SPRINT SPECTRUM FINANCE CORPORATION

Part I - Financial Information
          Item 1.  Financial Statements
                     Balance Sheets                                                                      12
                     Notes to Financial Statements                                                       12
          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                                                   12
          Item 3.  Quantitative and Qualitative Disclosures About Market Risk                            12

Part II - Other Information
          Item 1.  Legal Proceedings                                                                     13
          Item 2.  Changes in Securities                                                                 13
          Item 3.  Defaults Upon Senior Securities                                                       13
          Item 4.  Submission of Matters to a Vote of Security Holders                                   13
          Item 5.  Other Information                                                                     13
          Item 6.  Exhibits and Reports on Form 8-K                                                      13

Signature                                                                                                14
</TABLE>


<PAGE>


                                                                         Part I.
                                                                         Item 1.
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)                                              Sprint Spectrum L.P.
(millions)
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------
Quarters Ended March 31,                                                                 2001              2000
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

<S>                                                                               <C>              <C>
Net Operating Revenues                                                            $      1,247     $         777
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

Operating Expenses
   Costs of services and products                                                          522               444
   Selling, general and administrative                                                     548               416
   Depreciation                                                                            267               195
   Amortization                                                                             17                16
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

   Total operating expenses                                                              1,354             1,071
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

Operating Loss                                                                            (107)             (294)

Interest expense                                                                          (182)             (159)
Other income, net                                                                           19                30
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

Loss from Continuing Operations                                                           (270)             (423)
Cumulative effect of change in
   accounting principle                                                                      2                 -
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

Net Loss                                                                          $       (268)    $        (423)
                                                                                  -- ------------- --- -------------

</TABLE>































See   accompanying   Condensed  Notes  to  Consolidated   Financial   Statements
(Unaudited).


<PAGE>

<TABLE>
<CAPTION>


CONSOLIDATED BALANCE SHEETS                                                                      Sprint Spectrum L.P.
(millions)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                                                  March 31,         December 31, 2000
                                                                                     2001
----------------------------------------------------------------------------------------------------------------------
                                                                                 (Unaudited)
    Assets
    Current assets
<S>                                                                          <C>                  <C>
      Cash and equivalents                                                   $        120         $        117
      Accounts receivable, net of allowance for doubtful
        accounts of $76 and $57                                                       544                  567
      Inventories                                                                     550                  493
      Prepaids and other current assets                                               158                  103
----------------------------------------------------------------------------------------------------------------------
      Total current assets                                                          1,372                1,280

    Property, plant and equipment
      Network equipment                                                             5,325                4,973
      Construction work in progress                                                 1,075                1,161
      Buildings and leasehold improvements                                          1,375                1,305
      Other                                                                           487                  439
----------------------------------------------------------------------------------------------------------------------
      Total property, plant and equipment                                           8,262                7,878
      Accumulated depreciation                                                     (2,401)              (2,143)
----------------------------------------------------------------------------------------------------------------------
      Net property, plant and equipment                                             5,861                5,735

    Intangible assets
      PCS licenses                                                                  2,129                2,129
      Microwave relocation costs                                                      340                  344
      Customer base                                                                    11                   13
----------------------------------------------------------------------------------------------------------------------
      Total intangible assets                                                       2,480                2,486
      Accumulated amortization                                                       (251)                (234)
----------------------------------------------------------------------------------------------------------------------
      Net intangible assets                                                         2,229                2,252

    Other                                                                              79                   82
----------------------------------------------------------------------------------------------------------------------

    Total                                                                    $      9,541         $      9,349
                                                                           -------------------------------------------

Liabilities and Partners' Capital
    Current liabilities
      Short-term borrowings including current maturities of long-term debt   $        398         $        183
      Accounts payable                                                                375                  612
      Affiliated payables, net                                                        479                  304
      Construction obligations                                                        540                  589
      Accrued interest                                                                193                   82
      Accrued expenses and other current liabilities                                  589                  616
----------------------------------------------------------------------------------------------------------------------
      Total current liabilities                                                     2,574                2,386

    Long-term debt                                                                  9,318                9,656

    Other                                                                             155                  145

    Partners' capital and accumulated deficit
      Partners' capital                                                             5,095                4,495
      Accumulated deficit                                                          (7,601)              (7,333)
----------------------------------------------------------------------------------------------------------------------
      Total partners' capital and accumulated deficit                              (2,506)              (2,838)
----------------------------------------------------------------------------------------------------------------------

    Total                                                                    $      9,541         $      9,349
                                                                           -------------------------------------------

</TABLE>




See   accompanying   Condensed  Notes  to  Consolidated   Financial   Statements
(Unaudited).


<PAGE>

<TABLE>
<CAPTION>


CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)                                                 Sprint Spectrum L.P.
(millions)
------------------------------------------------------------------------------------ ----------------- ----------------
Quarters Ended March 31,                                                                   2001             2000
------------------------------------------------------------------------------------ ----------------- ----------------

Operating Activities

<S>                                                                                   <C>              <C>
Net loss                                                                              $       (268)    $       (423)
Adjustments to reconcile net loss to net cash used by operating
   activities:
     Depreciation and amortization                                                             284              211
     Gain on sale of assets                                                                    (14)             (28)
     Amortization of debt discount and issuance costs                                           16               15
     Changes in assets and liabilities:
       Accounts receivable, net                                                                 23              (23)
       Affiliated receivables and payables                                                     175              280
       Inventories and other current assets                                                   (100)             (20)
       Accounts payable and other current liabilities                                         (215)             (56)
       Other noncurrent assets and liabilities                                                  11                8
------------------------------------------------------------------------------------ ----------------- ----------------
Net cash used by operating activities                                                          (88)             (36)
------------------------------------------------------------------------------------ ----------------- ----------------

Investing Activities

Capital expenditures                                                                          (407)            (431)
Proceeds from sale of assets                                                                    35              117
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------
Net cash used by investing activities                                                         (372)            (314)
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Financing Activities

Proceeds from long-term debt                                                                   750              389
Payments on long-term debt                                                                    (887)               -
Partners' capital contributions                                                                600                -
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------
Net cash provided by financing activities                                                      463              389
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Increase in Cash and Equivalents                                                                 3               39
Cash and Equivalents at Beginning of Period                                                    117               16
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Cash and Equivalents at End of Period                                                 $        120     $         55
                                                                                     --- ------------- -- -------------
</TABLE>
























See   accompanying   Condensed  Notes  to  Consolidated   Financial   Statements
(Unaudited).


<PAGE>

<TABLE>
<CAPTION>


CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL AND ACCUMULATED DEFICIT                  Sprint Spectrum L.P.
(Unaudited)
(millions)
---------------------------------------------------------------------------------------------------------------------

                                                                      Partners'        Accumulated
                                                                       Capital           Deficit           Total
---------------------------------------------------------------------------------------------------------------------

<S>       <C>                                                     <C>               <C>              <C>
Beginning 2001 balance                                            $    4,495        $   (7,333)      $   (2,838)
Capital contributions                                                    600                 -              600
Net loss                                                                   -              (268)            (268)
---------------------------------------------------------------------------------------------------------------------

March 2001 balance                                                $    5,095        $   (7,601)      $   (2,506)
                                                                 ----------------------------------------------------
</TABLE>
















































See   accompanying   Condensed  Notes  to  Consolidated   Financial   Statements
(Unaudited).


<PAGE>



CONDENSED NOTES TO CONSOLIDATED FINANCIAL                   Sprint Spectrum L.P.
STATEMENTS (Unaudited)
--------------------------------------------------------------------------------


The information in this Form 10-Q has been prepared  according to Securities and
Exchange   Commission  (SEC)  rules  and  regulations.   In  our  opinion,   the
consolidated  interim financial  statements reflect all adjustments,  consisting
only of normal  recurring  accruals,  needed to fairly present  Sprint  Spectrum
L.P.'s consolidated financial position, results of operations and cash flows.

Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared  according to  accounting  principles  generally
accepted in the United States have been condensed or omitted.  As a result,  you
should read these  financial  statements  along with Sprint Spectrum L.P.'s 2000
Form 10-K. Operating results for the 2001 year-to-date period do not necessarily
represent  the results  that may be expected  for the year ending  December  31,
2001.

--------------------------------------------------------------------------------
1. General
--------------------------------------------------------------------------------

Sprint  Spectrum L.P.,  with its wholly owned  subsidiaries  (Sprint  Spectrum),
began  commercial  code division  multiple  access  operations  late in the 1996
fourth quarter. Sprint Spectrum is wholly owned by Sprint Corporation (Sprint).

On July 13,  2000,  Sprint  and  WorldCom,  Inc.  announced  that the  Boards of
Directors  of both  companies  terminated  their  merger  agreement,  previously
announced in October 1999, as a result of regulatory opposition to the merger.

--------------------------------------------------------------------------------
2. Basis of Consolidation and Presentation
--------------------------------------------------------------------------------

The consolidated  financial  statements  include the accounts of Sprint Spectrum
and its subsidiaries.

The consolidated  financial statements are prepared using accounting  principles
generally accepted in the United States.  These principles require management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities,  the  disclosure  of  contingent  assets and  liabilities,  and the
reported  amounts of revenues and  expenses.  Actual  results  could differ from
those estimates.

Certain prior-year amounts have been reclassified to conform to the current-year
presentation. These reclassifications had no effect on the results of operations
or partners' capital as previously reported.

--------------------------------------------------------------------------------

3. Cumulative Effect of Change in Accounting Principle
--------------------------------------------------------------------------------

Accounting Standard

In June 1998, the Financial  Accounting Standards Board issued Statement No. 133
(SFAS No. 133),  "Accounting for Derivative Instruments and Hedging Activities."
This Statement  establishes  accounting  and reporting  standards for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,   and  for  hedging  activities  and  requires   recognition  of  all
derivatives  on the  balance  sheet at fair  value,  regardless  of the  hedging
relationship  designation.  Accounting  for the changes in the fair value of the
derivative  instruments  depends on  whether  the  derivatives  qualify as hedge
relationships  and  the  types  of the  relationships  designated  based  on the
exposures hedged.  Changes in fair value of derivatives designated as fair value
hedges are  recognized  in earnings  along with fair value changes of the hedged
item.  Changes in fair value of  derivatives  designated as cash flow hedges are
recorded in other  comprehensive  income and are recognized in earnings when the
hedged item affects  earnings.  Changes in fair value of derivative  instruments
that do not  qualify  for  hedge  relationship  designation  are  recognized  in
earnings.

Risk Management Policies

Financial  strategies  are determined by Sprint on a centralized  basis.  Sprint
selectively  enters into  interest  rate swap and cap  agreements  to manage its
exposure to interest rate changes on its debt. Sprint's derivative  transactions
are used for hedging purposes only and comply with Board-approved policies.

Sprint  enters  into  interest  rate swap  agreements  to  minimize  exposure to
interest  rate  movements  and  achieve an  optimal  mixture  of  floating-  and
fixed-rate  debt  while  minimizing  liquidity  risk.  The  interest  rate  swap
agreements   designated  as  fair  value  hedges  effectively  convert  Sprint's
fixed-rate debt to a floating rate by receiving  fixed-rate  amounts in exchange
for  floating-rate  interest  payments over the life of the agreement without an
exchange of the underlying principal amount.

Sprint enters into interest rate swap agreements  designated as cash flow hedges
to reduce the impact of interest rate  movements on future  interest  expense by
effectively converting a portion of its floating-rate debt to a fixed rate.

In certain  business  transactions,  Sprint is granted  warrants to purchase the
securities of other companies at fixed rates. These warrants are supplemental to
the  terms  of the  business  transactions  and are not  designated  as  hedging
instruments.
<PAGE>

Adoption of the Accounting Standard

The derivative  instruments  held by Sprint Spectrum at the adoption of SFAS No.
133 are stock  warrants.  The  stock  warrants  are not  designated  as  hedging
instruments and changes in the fair values of these  derivative  instruments are
recognized in earnings during the period of change.

The  adoption  of SFAS No.  133 on  January  1, 2001  resulted  in a $2  million
cumulative  reduction in the net loss of Sprint  Spectrum.  The reduction of the
net  loss  was due to  changes  in the  fair  value  of  warrants  that  are not
designated as hedging instruments and is recorded in cumulative effect of change
in accounting principle on the consolidated statements of operations.

Sprint  Spectrum  recorded a net derivative gain in earnings of $0.5 million for
the 2001 first  quarter  due to changes in the fair value of the stock  warrants
that are not  designated  as hedging  instruments.  The net  derivative  gain is
included in other income, net on the consolidated statements of operations.

--------------------------------------------------------------------------------
4.  Debt
--------------------------------------------------------------------------------

Sprint reclassifies  short-term borrowings to long-term debt because of Sprint's
intent and ability to  refinance  these  borrowings  on a long-term  basis.  The
amount  reclassified  is limited to the  long-term  portion of  Sprint's  unused
credit facilities.  At the end of March 2001, short-term borrowings exceeded the
long-term portion of those unused credit facilities.  Accordingly,  $210 million
of commercial paper borrowings  allocated to Sprint Spectrum remained in current
liabilities.

During the 2001 year-to-date  period,  Sprint allocated $750 million of its debt
securities  maturing in 2006 to Sprint Spectrum at an interest rate of 8.2%. The
allocated debt was used mainly to repay existing debt.

--------------------------------------------------------------------------------

5. Litigation, Claims and Assessments
--------------------------------------------------------------------------------

Various  suits  arising in the ordinary  course of business are pending  against
Sprint  Spectrum.  Management  cannot predict the final outcome of these actions
but believes they will not be material to the consolidated financial statements.

--------------------------------------------------------------------------------
6.  Supplemental Cash Flows Information
--------------------------------------------------------------------------------

Sprint Spectrum's cash paid for interest,  net of capitalized interest,  totaled
$40 million in the 2001 first quarter and $20 million in the same 2000 period.

--------------------------------------------------------------------------------
7.  Recently Issued Accounting Pronouncement
--------------------------------------------------------------------------------

In September 2000, the Financial Accounting Standards Board issued SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of Liabilities--a replacement of FASB Statement No. 125." This statement revises
the  standards  for  accounting  for  securitizations  and  other  transfers  of
financial assets and provides consistent standards for distinguishing  transfers
from sales and secured borrowings.  This statement is effective for transactions
occurring  after March 31, 2001 and is not expected to have a material impact on
Sprint Spectrum's consolidated financial statements.



<PAGE>

                                                                         Part I.
                                                                         Item 2.



MANAGEMENT'S DISCUSSION AND ANALYSIS OF                     Sprint Spectrum L.P.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

--------------------------------------------------------------------------------
General
--------------------------------------------------------------------------------

In November 1998, Sprint purchased the remaining  ownership  interests in Sprint
Spectrum Holding Company,  L.P.--Sprint Spectrum's general partner--and MinorCo,
L.P.--Sprint Spectrum's limited partner--from Tele-Communications, Inc., Comcast
Corporation  and Cox  Communications,  Inc. At that time,  Sprint  allocated its
wireless  personal  communication  services (PCS)  operations,  including Sprint
Spectrum, to the Sprint PCS Group.

On July 13,  2000,  Sprint  and  WorldCom,  Inc.  announced  that the  Boards of
Directors  of both  companies  terminated  their  merger  agreement,  previously
announced in October 1999, as a result of regulatory opposition to the merger.



--------------------------------------------------------------------------------
Results of Operations
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                    Selected Operating Results
                                               ---------------------------------------------------------------------
                                                        Quarters Ended
                                                           March 31,                            Variance
                                               ---------------------------------- ----------------------------------
                                                    2001              2000                $               %
---------------------------------------------- ---------------- ----------------- ---------------- -----------------
                                                                   (millions)
<S>                                            <C>              <C>               <C>                    <C>
Net operating revenues                         $     1,247      $      777        $       470            60.5%
---------------------------------------------- ---------------- ----------------- ----------------

Operating expenses
   Costs of services and products                      522             444                 78            17.6%
   Selling, general and administrative                 548             416                132            31.7%
   Depreciation and amortization                       284             211                 73            34.6%
---------------------------------------------- ---------------- ----------------- ----------------

Total operating expenses                             1,354           1,071                283            26.4%
---------------------------------------------- ---------------- ----------------- ----------------

Operating loss                                 $      (107)     $     (294)       $       187            63.6%
                                               ---------------- ----------------- ----------------

Operating income (loss) before depreciation
   and amortization                            $       177      $      (83)       $       260             NM
                                               ---------------- ----------------- ----------------
</TABLE>

NM = Not Meaningful


The wireless industry,  including Sprint Spectrum,  typically generates a higher
number of subscriber  additions and handset sales in the fourth  quarter of each
year  compared  to the  remaining  quarters.  This is due to the  use of  retail
distribution,  which is dependent on the holiday shopping season;  the timing of
new products  and service  introductions;  and  aggressive  marketing  and sales
promotions.

Sprint Spectrum  markets its products through  multiple  distribution  channels,
including its own retail stores as well as other retail outlets. Equipment sales
to one retail chain and the subsequent  service  revenues  generated by sales to
its customers  accounted for approximately 23% of net operating  revenues in the
2001 first  quarter.  These  revenues  were  approximately  24% of net operating
revenues in the 2000 first quarter.


Net Operating Revenues

Net operating  revenues  include  subscriber  revenues and sales of handsets and
accessory  equipment.  Subscriber revenues consist of monthly recurring charges,
usage charges and activation fees. Subscriber revenues increased 70% in the 2001
first  quarter from the same 2000 period  reflecting  an increase in the average
number of customers.

Revenues from sales of handsets and accessories  were  approximately  10% of net
operating revenues in the 2001 first quarter.  These revenues as a percentage of
net operating revenues were approximately 15% in the 2000 first quarter. As part
of Sprint Spectrum's marketing plans, handsets are normally sold at prices below
Sprint Spectrum's cost.

<PAGE>

Operating Expenses

Costs of services and  products  mainly  include  handset and  accessory  costs,
switch and cell site  expenses  and other  network-related  costs.  These  costs
increased 18% in the 2001 first quarter from the same 2000 period reflecting the
growth in customers and expanded market coverage.

Selling,  general and  administrative  (SG&A) expense mainly includes  marketing
costs to promote products and services as well as salary and benefit costs. SG&A
expense  increased  32% in the 2001  first  quarter  from the same  2000  period
reflecting  an expanded  workforce to support  subscriber  growth and  increased
marketing and selling costs.

Depreciation and amortization expense consists mainly of depreciation of network
assets and amortization of intangible  assets. The intangible assets include PCS
licenses,  customer  base  and  microwave  relocation  costs,  which  are  being
amortized  over 30 months to 40 years.  Depreciation  and  amortization  expense
increased  35% in the  2001  first  quarter  from the same  2000  period  mainly
reflecting  depreciation of the network assets placed in service during 2001 and
2000. Additionally,  depreciation of certain network assets was increased in the
2001 first  quarter  to reflect  the  accelerated  replacement  of the assets to
accommodate network technology upgrades.

--------------------------------------------------------------------------------
Nonoperating Items
--------------------------------------------------------------------------------

Interest Expense

Sprint Spectrum's effective interest rate on long-term debt was 8.7% in the 2001
first quarter  compared to 9.0% in the same 2000 period  reflecting the interest
on debt allocated by Sprint and the decrease in interest rates on  variable-rate
debt.

Other Income, Net

Other income consisted of the following:

                                   Quarters Ended
                                     March 31,
                                  2001         2000
-------------------------------------------------------
                                     (millions)
Gain on sales of assets       $      14   $      28
Other, net                            5           2
-------------------------------------------------------

Total                         $      19   $      30
                              -------------------------


--------------------------------------------------------------------------------

Liquidity and Capital Resources
--------------------------------------------------------------------------------

Sprint Spectrum's liquidity and capital resources are managed by Sprint.  Sprint
funds the Sprint PCS Group's, including Sprint Spectrum's, capital expenditures,
working capital and debt service requirements.

--------------------------------------------------------------------------------
Financial Strategies
--------------------------------------------------------------------------------

Financial strategies are determined by Sprint on a centralized basis.

In  certain  business  transactions,  Sprint  Spectrum  is granted  warrants  to
purchase the securities of other  companies at  fixed-rates.  These warrants are
supplemental to the terms of the business transactions and are not designated as
hedging instruments.

--------------------------------------------------------------------------------
Forward-Looking Information
--------------------------------------------------------------------------------

Sprint   Spectrum   includes   certain   estimates,    projections   and   other
forward-looking  statements  in its reports,  in  presentations  to analysts and
others, and in other publicly available  material.  Future performance cannot be
ensured.  Actual results may differ materially from those in the forward-looking
statements. Some factors that could cause actual results to differ include:

     o    the effects of  vigorous  competition  in the markets in which  Sprint
          Spectrum operates;
     o    the costs and business  risks  related to entering and  expanding  new
          markets necessary to provide seamless service and new services;
     o    the  ability of Sprint  Spectrum  to  continue  to grow a  significant
          market presence;
     o    the impact of any unusual items resulting from ongoing  evaluations of
          Sprint Spectrum's business strategies;
     o    unexpected results of litigation filed against Sprint Spectrum;
     o    the possibility of one or more of the markets in which Sprint Spectrum
          competes  being  affected by changes in  political,  economic or other
          factors such as monetary policy, legal and regulatory changes or other
          external factors over which Sprint Spectrum has no control; and
     o    other  risks  referenced  from  time  to time in  Sprint's  or  Sprint
          Spectrum's filings with the Securities and Exchange Commission.

The words  "estimate,"  "project,"  "intend,"  "expect,"  "believe"  and similar
expressions are intended to identify forward-looking statements. Forward-looking
statements are found throughout MD&A. The reader should not place undue reliance
on forward-looking  statements,  which speak only as of the date of this report.
Sprint  Spectrum  is  not  obligated  to  publicly   release  any  revisions  to
forward-looking  statements  to reflect  events after the date of this report or
unforeseen events.



<PAGE>




                                                                         Part I.
                                                                         Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK                                           Sprint Spectrum L.P.


Omitted under the provisions of General Instruction H.

                                                                        Part II.
                                                               Other Information

Item 1.  Legal Proceedings

    There were no reportable events during the quarter ended March 31, 2001.

Item 2.  Changes in Securities

    Omitted under the provisions of General Instruction H.

Item 3.  Defaults Upon Senior Securities

    Omitted under the provisions of General Instruction H.

Item 4.  Submission of Matters to a Vote of Security Holders

    Omitted under the provisions of General Instruction H.

Item 5.  Other Information

    There were no reportable events during the quarter ended March 31, 2001.

Item 6.  Exhibits and Reports on Form 8-K

     (a) The following exhibits are filed as part of this report:

          (3.1)Certificate  of  Limited  Partnership  of  Sprint  Spectrum  L.P.
               (incorporated  by reference  to Exhibit 3.2 to Sprint  Spectrum's
               Form S-1  Registration  Statement,  Registration  No.  333-06609,
               filed on June 21, 1996).

          (3.2)Agreement of Limited  Partnership  of MajorCo Sub, L.P.  (renamed
               Sprint Spectrum L.P.), dated as of March 28, 1995, among MajorCo,
               L.P. (renamed Sprint Spectrum Holding Company, L.P.) and MinorCo,
               L.P.   (incorporated  by  reference  to  Exhibit  3.6  to  Sprint
               Spectrum's  Form S-1  Registration  Statement,  Registration  No.
               333-06609, filed on June 21, 1996).

          (3.3)First  Amendment to Agreement  of Limited  Partnership  of Sprint
               Spectrum L.P., effective as of February 29, 2000 (incorporated by
               reference to Exhibit 3.3 to Sprint  Spectrum's  Annual  Report on
               Form 10-K for the year ended December 31, 1999).

     (b) Reports on Form 8-K

          No reports on Form 8-K were filed  during the quarter  ended March 31,
          2001.





<PAGE>

SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                      SPRINT SPECTRUM L.P.
                      ----------------------------------------------------------
                      (Registrant)

                      /s/  William J. Gunter
                      ----------------------------------------------------------
                      William J. Gunter
                      Senior Vice President and Chief Financial Officer
                      Principal Financial Officer


Date:  May 15, 2001





<PAGE>


                                                                         Part I.
                                                                         Item 1.
<TABLE>
<CAPTION>

Sprint Spectrum Finance Corporation
--------------------------------------------------------------------------------
BALANCE SHEETS (Unaudited)

                                                                                       March 31,     December 31,
                                                                                          2001           2000
--------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholder's Equity
<S>                                                                                  <C>             <C>
Payable to Sprint Spectrum                                                           $     1,497     $     1,497
                                                                                     -------------------------------

Shareholder's equity
     Common stock, $1.00 par value; 1,000 shares authorized;
         100 shares issued and outstanding                                                   100             100
     Accumulated deficit                                                                  (1,597)         (1,597)
                                                                                     -------------------------------
     Total shareholder's equity                                                           (1,497)         (1,497)
                                                                                     -------------------------------
Total                                                                                $         -     $         -
                                                                                     -------------------------------
</TABLE>





--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Unaudited)
--------------------------------------------------------------------------------

Sprint Spectrum Finance Corporation (FinCo), a wholly owned subsidiary of Sprint
Spectrum  L.P.,  was formed to be a co-obligor of certain  securities  issued by
Sprint  Spectrum.  FinCo has nominal  assets and did not conduct any  operations
during 2001 and 2000. As a result,  the  Statements of Operations and Statements
of Cash Flows have been omitted.




                                                                         Part I.
                                                                         Item 2.


--------------------------------------------------------------------------------
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

FinCo had no operations during 2001 and 2000.


                                                                         Part I.
                                                                         Item 3.

--------------------------------------------------------------------------------
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted under the provisions of General Instruction H.

<PAGE>
                                                                        Part II.
                                                               Other Information

Item 1.  Legal Proceedings

    There were no reportable events during the quarter ended March 31, 2001.

Item 2.  Changes in Securities

    Omitted under the provisions of General Instruction H.

Item 3.  Defaults Upon Senior Securities

    Omitted under the provisions of General Instruction H.

Item 4.  Submission of Matters to a Vote of Security Holders

    Omitted under the provisions of General Instruction H.

Item 5.  Other Information

    There were no reportable events during the quarter ended March 31, 2001.

Item 6.  Exhibits and Reports on Form 8-K

     (a) The following exhibits are filed as part of this report:

          (3.1)Certificate  of   Incorporation   of  Sprint   Spectrum   Finance
               Corporation  (incorporated  by reference to Exhibit 3.3 to Sprint
               Spectrum's  Form S-1  Registration  Statement,  Registration  No.
               333-06609, filed on June 21, 1996).

          (3.2)Bylaws of Sprint Spectrum  Finance  Corporation  (incorporated by
               reference   to  Exhibit  3.4  to  Sprint   Spectrum's   Form  S-1
               Registration Statement, Registration No. 333-06609, filed on June
               21, 1996).

     (b) Reports on Form 8-K

          No reports on Form 8-K were filed  during the quarter  ended March 31,
          2001.


<PAGE>

SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                      SPRINT SPECTRUM FINANCE CORPORATION
                      ----------------------------------------------------------
                      (Registrant)



                      /s/  William J. Gunter
                      ----------------------------------------------------------
                      William J. Gunter
                      Senior Vice President and Chief Financial Officer
                      Principal Financial Officer


Date:  May 15, 2001