EXHIBIT 10.4


                              AMENDED AND RESTATED
                       ASSIGNMENT AND ASSUMPTION AGREEMENT


         This  Amended  and  Restated   Assignment  and   Assumption   Agreement
("Agreement")  is  entered  into as of July 1,  1996  ("Effective  Date") by and
between Sprint Spectrum  Holding Company,  L.P., a Delaware limited  partnership
("Holding"),  Sprint Spectrum L.P., a Delaware limited partnership ("Spectrum"),
and  Sprint  Spectrum  Realty  Company,  L.P.,  a Delaware  limited  partnership
("RealtyCo").

                                    RECITALS:

         A. Holding, Spectrum and RealtyCo previously entered into an Assignment
and Assumption ("Original Assignment"), dated as of July 1, 1996, wherein, among
other  things,  (i) Holding  assigned to Spectrum all of  Holding's  interest in
certain leasehold  interests held by Holding as of the close of business on June
30, 1996  ("Holding  Leases");  (ii)  Holding  assigned to Spectrum all employee
benefit plans and employment agreements and arrangements entered into by Holding
(the "Employee Plans and  Agreements");  and (iii) Spectrum assigned to RealtyCo
all of  Spectrum's  interest in the Holding  Leases and the  Employee  Plans and
Agreements.

         B.       Holding, Spectrum and  RealtyCo  desire to  amend the Original
Assignment as provided herein and to restate the Original  Assignment in its en-
tirety.

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and valuable  consideration,  the receipt and  sufficiency  of which the parties
acknowledge, the parties agree as follows:

         1. Holding  Assignment of Realty  Interest.  Holding hereby  transfers,
conveys and assigns to Spectrum all of Holding's  right,  title and interest in,
to and under, and delegates its duties and obligations  under, all real property
licensed or leased by Holding or in which Holding acquired an easement interest,
used  or  to  be  used  for  cell  sites,   switch   sites,   office  space  for
administrative,  technical  or customer  support,  and other uses related to the
administration and operation of the business of Holding, whether now existing or
entered into after the date hereof ("Holding Realty Interests"). Such assignment
will be deemed to be effective (a)  immediately for each Holding Realty Interest
existing on the Effective  Date, and (b)  immediately  after the creation of the
Holding Realty Interest for all such interests created after the Effective Date.
Spectrum  hereby accepts this assignment and agrees to assume and perform all of
Holdings'  duties and  obligations  under the  instruments  creating the Holding
Realty Interests.

         2. Holding Assignment of Employee Plans and Agreements.  Holding hereby
transfers,  conveys and assigns to Spectrum  all of Holding's  right,  title and
interest in, to and under,  and delegates its duties and obligations  under, the
Employee  Plans and  Agreements.  Spectrum  hereby  accepts this  assignment and
agrees to assume all of  Holding's  duties and  obligations  under the  Employee
Plans and Agreements.

         3. Spectrum  Assignment of Realty Interest.  Spectrum hereby transfers,
conveys and assigns to RealtyCo all of Spectrum's right,  title and interest in,
to and under, and delegates its duties and obligations  under, all real property
licensed  or  leased by  Spectrum  or in which  Spectrum  acquires  an  easement
interest,  used or to be used for cell sites,  switch  sites,  office  space for
administrative,  technical  or  customer  support,  retail  space and other uses
related to the administration and operation of the business of Spectrum, whether
now or  existing  or entered  into  after the date  hereof,  including,  without
limitation,  the Holding Realty Interests  ("Spectrum Realty  Interests").  Such
assignment  will be deemed to be effective  (a)  immediately  for each  Spectrum
Realty Interest  existing on the Effective  Date, and (b) immediately  after the
creation of the Spectrum  Realty  Interest for all such interests  created after
the Effective Date.  RealtyCo hereby accepts the assignment and agrees to assume
and perform  all of  Spectrum's  duties and  obligations  under the  instruments
creating the Spectrum Realty Interests.

         4.  General  Provisions.  This  Agreement  will be  effective as of the
commencement  of business on July 1, 1996.  The  parties  hereby  agree that the
Original  Agreement is hereby  replaced with this  Agreement.  This Agreement is
governed by, and construed and  interpreted in accordance  with, the laws of the
State of Missouri without reference to applicable choice of law provisions.  The
headings used in this Agreement are for convenience only and must not in any way
affect the meaning or interpretation of this Agreement.

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         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  by their duly  authorized  officers as of the day and year first above
written.


                                    SPRINT SPECTRUM HOLDING
                                     COMPANY, L.P.

                                    By:  /s/ Robert M. Neumeister, Jr.
                                    Name: Robert Neumeister
                                    Title: Chief Financial Officer

                                    SPRINT SPECTRUM L.P.

                                    By: /s/ Robert M. Neumeister, Jr.
                                    Name: Robert Neumeister
                                    Title: Chief Financial Officer

                                    SPRINT SPECTRUM REALTY
                                     COMPANY, L.P.

                                    By: /s/ Robert M. Neumeister, Jr.
                                    Name: Robert Neumeister
                                    Title: Chief Financial Officer