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 __________JUNE 30, 1997_________________________ 

                                       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 incorporation                (IRS Employer
             or organization)                              Identification No.)

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

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

 
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Yes      X                 No       

     As of August 1, 1997, Sprint Spectrum Finance  Corporation had Common Stock
outstanding of 100 shares.


<PAGE>

--------------------------------------------------------------------------------
                              SPRINT SPECTRUM L.P.
--------------------------------------------------------------------------------
                       SPRINT SPECTRUM FINANCE CORPORATION
                  FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997

                                                       INDEX

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

Part I - Financial Information....................................       1 - 11

     Item 1a.  Financial Statements - Sprint Spectrum L.P.........       1 - 3

         Consolidated Condensed Balance Sheets....................         1

         Consolidated Condensed Statements of Operations..........         2

         Consolidated Condensed Statements of Cash Flows..........         3

         Notes to Consolidated Condensed Financial Statements.....       4 - 7

     Item 1b.  Financial Statements - Sprint Spectrum Finance 
         Corporation..............................................       8 - 11

         Condensed Balance Sheets.................................         8

         Condensed Statements of Operations.......................         9

         Condensed Statements of Cash Flows.......................        10

         Notes to Condensed Financial Statements..................        11

     Item 2a.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations - Sprint Spectrum L.P.    12 - 17

     Item 2b.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations - Sprint Spectrum 
         Finance Corporation......................................       18

Part II - Other Information

     Item 1.  Legal Proceedings...................................       19

     Item 2.  Changes in Securities...............................       19

     Item 3.  Defaults On Senior Securities.......................       19

     Item 4.  Submission of Matters to a Vote of Security Holders..      19

     Item 5.  Other Information....................................      19

     Item 6.  Exhibits and Reports on Form 8-K.....................    19 - 20

Signature..........................................................    21 - 22

Exhibits







<PAGE>

<TABLE>
<CAPTION>

                                                                                                            PART I.
                                                                                                           Item 1a.
                                               SPRINT SPECTRUM L.P.
                                          (A Development Stage Enterprise)
                                       CONSOLIDATED CONDENSED BALANCE SHEETS
                                                  (In Thousands)

                                                                               June 30,             December 31,
                                                                                 1997                  1996
--------------------------------------------------------------------------------------------------------------------
                                                                              (Unaudited)
                               ASSETS

    
CURRENT ASSETS:
<S>                                                                         <C>                   <C>         
   Cash and cash equivalents......................................          $       92,403        $     49,988
   Accounts receivable, net.......................................                  24,449               3,310
   Receivable from affiliates.....................................                  22,423              14,021
   Inventory......................................................                  84,238              72,414
   Prepaid expenses and other assets..............................                  27,327              14,260
                                                                            ---------------     ----------------
     Total current assets.........................................                 250,840             153,993

INVESTMENT IN PCS LICENSES, net...................................               2,112,471           2,122,908

PROPERTY, PLANT AND EQUIPMENT, net................................               2,524,899           1,408,680

MICROWAVE RELOCATION COSTS, net...................................                 213,548             135,802

OTHER ASSETS......................................................                  88,189              77,383

                                                                           ================     ================
TOTAL ASSETS......................................................          $    5,189,947        $  3,898,766
                                                                           ================     ================

                  LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable...............................................          $       83,678        $    196,146
   Payable to affiliates..........................................                     849               5,626
   Accrued expenses...............................................                 167,893              59,200
   Current maturities of long-term debt ..........................                   5,038               5,049
                                                                            ---------------     ----------------
      Total current liabilities...................................                 257,458             266,021

LONG-TERM COMPENSATION OBLIGATION.................................                  20,273              11,356

CONSTRUCTION OBLIGATIONS..........................................               1,167,140             714,934

LONG TERM DEBT....................................................               1,820,132             686,192

COMMITMENTS AND CONTINGENCIES

LIMITED PARTNER INTEREST IN CONSOLIDATED SUBSIDIARY...............                   5,000               5,000

PARTNERS' CAPITAL AND ACCUMULATED DEFICIT:
   Partners' capital..............................................               2,948,793           2,767,564
   Deficit accumulated during the development stage...............              (1,028,849)           (552,301)
                                                                            ---------------     ----------------
     Total partners' capital......................................               1,919,944           2,215,263

                                                                            ===============     ================
TOTAL LIABILITIES AND PARTNERS' CAPITAL...........................          $    5,189,947        $  3,898,766
                                                                            ===============     ================


See notes to consolidated condensed financial statements.
</TABLE>
                                                         2

<PAGE>

<TABLE>
<CAPTION>

                                                                                                            PART I.
                                                                                                           Item 1a.
                                               SPRINT SPECTRUM L.P.
                                          (A Development Stage Enterprise)
                            CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                                                  (In Thousands)


                                                                                                            Cumulative
                                                                                                            Period from
                                                                                                         October 24, 1994
                                                                                                             (date of
                                            Three Months Ended                  Six Months Ended          inception) to
                                                  June 30,                          June 30,                 June 30,
                                      ---------------------------------  --------------------------------
                                           1997             1996              1997             1996             1997
------------------------------------- ---------------- ----------------  ---------------  ---------------- ----------------

OPERATING REVENUES:
<S>                                   <C>              <C>               <C>              <C>              <C>         
   Service.......................     $       8,583    $       -         $       9,366    $       -        $      9,399
   Equipment.....................            16,803            -                25,487            -              29,629
                                      ---------------- ----------------  ---------------  ---------------- ----------------
     Total operating revenues....            25,386            -                34,853            -              39,028

OPERATING EXPENSES:
   Cost of service...............            34,883            3,094            57,288            3,099          79,216
   Cost of equipment.............            52,424                -            78,833                -          92,981
   Selling.......................            29,847              896            42,486              959          80,976
   General and administrative....           119,644           42,523           224,090           73,179         565,900
   Depreciation and amortization.            66,300              384           100,682              638         112,206
                                      ---------------- ----------------  ---------------  ---------------------------------
     Total operating expenses....           303,098           46,897           503,379           77,875         931,279

LOSS FROM OPERATIONS.............          (277,712)         (46,897)         (468,526)         (77,875)       (892,251)

OTHER INCOME (EXPENSE):
   Interest income...............               372              955             1,274              940           9,895
   Interest expense..............           (12,077)               -           (12,171)            (342)        (12,720)
   Other income..................             1,753               71             2,875              214           4,717
   Equity in loss of unconsolidated
     partnership.................                 -          (44,899)                -          (81,132)       (138,490)
                                      ---------------- ----------------  ---------------  ---------------- ----------------
     Total other income (expense)            (9,952)         (43,873)           (8,022)         (80,320)       (136,598)
                                                                                         
                                      ================ ================  ===============  ================ ================
NET LOSS.........................     $    (287,664)   $     (90,770)    $    (476,548)   $    (158,195)   $ (1,028,849)
                                      ================ ================  ===============  ================ ================


See notes to consolidated condensed financial statements.
</TABLE>
                                                         3
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            PART I.
                                                                                                           Item 1a.
                                               SPRINT SPECTRUM L.P.
                                          (A Development Stage Enterprise)
                            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                  (In Thousands)

                                                                                                         Cumulative
                                                                                     Period from
                                                                                     October 24,
                                                      Six Months Ended             1994 (date of
                                                                                   inception) to
                                                         June 30,                     June 30,
                                           --------------------------------------
                                                        1997            1996            1997
--------------------------------------------------------------------------------------------------

      CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                               <C>             <C>            <C>               
Net loss........................................  $    (476,548)   $  (158,195)   $   (1,028,849)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
  Equity in loss of unconsolidated partnership..            -           81,132           138,490
  Depreciation and amortization of property and         100,682            638           112,206
    intangibles.................................
  Amortization of debt discount and issuance             22,615             -             36,623
    costs.......................................
  Loss on disposal of non-network equipment.....            -               -                 31
  Changes in assets and liabilities:
    Receivables.................................        (29,541)        (3,901)          (46,872)
    Inventory...................................        (11,824             -            (84,238)
    Prepaid expenses and other assets...........         (8,664)          (358)          (30,460)
    Accounts payable and accrued expenses.......         (3,552)        22,449           257,420
    Long term compensation obligation...........          8,917          4,750            20,273
                                                  ---------------  --------------   ---------------
    Net cash used in operating activities.......       (397,915)       (53,485)         (625,376)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures.........................       (750,740)      (197,613)       (1,466,803)
   Microwave relocation costs...................        (80,035)       (27,146)         (203,389)
   Purchase of PCS licenses.....................            -               -         (2,124,594)
   Investment in unconsolidated partnership.....            -               -           (131,752)
   Loan to unconsolidated partnership...........            -         (138,000)         (172,655)
                                                  ---------------  --------------   ---------------
   Net cash used in investing activities........       (830,775)      (362,759)       (4,099,193)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt and vendor 
     financing..................................      1,156,128            472         1,830,329
   Payments on long-term debt...................        (40,023)            -            (40,047)
   Debt issuance costs..........................        (20,000)        (1,305)          (91,791)
   Limited partner interest in consolidated            
      subsidiary................................             -              -              5,000   
   Borrowings from affiliates...................             -              -              5,000
   Partner capital contributions................        175,000        447,509         3,141,315
   Dividends paid...............................             -              -            (32,834)
                                                  ---------------  --------------   ---------------
   Net cash provided by financing activities....      1,271,105        446,676          4,816,972

                                                  ---------------  --------------   ---------------
INCREASE  IN CASH AND CASH EQUIVALENTS..........         42,415         30,432             92,403

CASH AND CASH EQUIVALENTS, Beginning of period..         49,988          1,123                 -

                                                  ---------------  --------------   ---------------
CASH AND CASH EQUIVALENTS, End of period..        $      92,403    $    31,555      $      92,403
                                                  ===============  ==============   ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid, net of amount capitalized.......   $          27    $         -      $         350

NON-CASH INVESTING ACTIVITIES:
  A PCS license covering the Omaha MTA and valued
  at $6,229 was contributed to the Company by Cox
  Communications during the six months ended June
  30, 1997.

  Capital expenditures of $750,740 and $1,466,803
  for the six months and cumulative period ended
  June 30, 1997, respectively are net of
  construction obligations of $452,206 and
  $1,167,140, respectively.

See notes to consolidated condensed financial statements.
</TABLE>
                                       


<PAGE>


                                                                         PART I.
                                                                        Item 1a.

                              SPRINT SPECTRUM L.P.
                        (A Development Stage Enterprise)
        Notes to Consolidated Condensed Financial Statements (Unaudited)
                             June 30, 1997 and 1996


     The  information  contained in this Form 10-Q for the three- and  six-month
interim  periods  ended June 30,  1997 and 1996 and the  cumulative  period from
October  24,  1994 (date of  inception)  to June 30,  1997 has been  prepared in
accordance  with  instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In
the opinion of management, all adjustments considered necessary, consisting only
of normal  recurring  accruals,  to present  fairly the  consolidated  financial
position,  results of operations,  and cash flows for such interim  periods have
been made (See Note 1).

     Certain   information  and  footnote   disclosures   normally  included  in
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted. The results of operations
for the six months  ended June 30, 1997 are not  necessarily  indicative  of the
operating results that may be expected for the year ended December 31, 1997.

1.    Organization

     Sprint Spectrum L.P. (the  "Company") is a limited  partnership  formed in
Delaware  on  March  28,  1995,  by  Sprint  Spectrum  Holding   Company,   L.P.
("Holdings") and MinorCo,  L.P.  ("MinorCo") both of which were formed by Sprint
Enterprises,  L.P., TCI Spectrum Holdings, Inc. (formerly known as TCI Telephony
Services, Inc., as successor to TCI Network Services), Cox Telephony Partnership
and Comcast Telephony Services (together the "Partners"). The Company was formed
pursuant to a  reorganization  of the  operations  of an  existing  partnership,
WirelessCo, L.P. ("WirelessCo") which transferred certain operating functions to
Holdings.  The  Partners  are  subsidiaries  of Sprint  Corporation  ("Sprint"),
Tele-Communications, Inc. ("TCI"), Cox Communications, Inc. ("Cox"), and Comcast
Corporation  ("Comcast" and together with Sprint,  TCI and Cox, the  "Parents"),
respectively.  The Partnership and certain other affiliated  partnerships  offer
services as Sprint PCS.

     The partners of the Company have the  following  ownership  interests as of
June 30, 1997 and 1996:

     Sprint Spectrum Holding Company, L.P. (general partner)....greater than 99%
     MinorCo, L.P. (limited partner)................................less than 1%

     The  Company is  consolidated  with its  subsidiaries,  WirelessCo,  Sprint
Spectrum  Equipment  Company,  L.P.  ("EquipmentCo"),   Sprint  Spectrum  Realty
Company,  L.P.  ("RealtyCo") and Sprint Spectrum Finance Corporation  ("FinCo").
WirelessCo  was  formed  on  October  24,  1994 to  invest  in and  hold the PCS
licenses.  On May 15, 1996,  EquipmentCo  and RealtyCo  were  organized  for the
purpose of holding PCS network-related  real estate interests and assets. On May
20,  1996,  FinCo was formed to be a  co-obligor  of the senior notes and senior
discount notes.

     Development   Stage  Company  -  The  Company  and  its   subsidiaries  are
development  stage  enterprises.  The success of the  Company's  development  is
dependent on a number of business factors,  including  maintaining  financing to
complete network construction, generating operating revenues, successfully

<PAGE>

deploying the PCS network and attaining  profitable levels of market demand
for Company products and services.


2.    Summary of Significant Accounting Policies

     Basis of Presentation - Prior to July 1, 1996,  substantially  all wireless
operations of Sprint Spectrum L.P. and  subsidiaries and Holdings were conducted
at Holdings and  substantially  all operating assets and  liabilities,  with the
exception  of the interest in an  unconsolidated  subsidiary  and the  ownership
interest in PCS licenses,  were held at Holdings.  As of July 1, 1996,  Holdings
transferred these net assets,  and assigned  agreements  related to the wireless
operations   to  which   it  was  a  party  to   Sprint   Spectrum   L.P.   (the
"Reorganization").

     For purposes of these consolidated  condensed financial  statements,  these
transactions  have been treated as  transactions  between  entities under common
control and  accounted  for in a manner  similar to a pooling of  interest  ("As
Reorganized").  The Company, as used in these financial statements, includes the
pooled  operations of Holdings through June 30, 1996.  Accordingly,  for periods
prior to July 1, 1996,  Sprint Spectrum L.P.'s historical  financial  statements
have been restated to reflect those operations of Holdings that were transferred
on July 1, 1996 on a pooled basis.  Information as of June 30, 1996 with respect
to the financial  position and results of operations pooled herein is as follows
(in thousands):
 
<TABLE>
<CAPTION>
                                                             Sprint
                                                         Spectrum L.P.         Holdings          Combined

<S>                                                          <C>              <C>               <C>                 
      Total Assets..................................         $2,268,805       $ 2,561,328       $2,561,328               

      Partners' Capital & Accumulated Deficit.......          2,258,426         2,469,529         2,472,384

      Net Loss......................................            (81,278)         (158,195)         (158,195)
</TABLE>

Revenue Recognition - Operating revenues for PCS services are recognized as
service is rendered.  Operating  revenues for equipment  sales are recognized at
the time the equipment is delivered to a customer or an unaffiliated agent.

Accounts  Receivable - Accounts  receivable are net of an allowance for doubtful
accounts  of  approximately  $1.7  million  and  $202,000  at June 30,  1997 and
December 31, 1996, respectively.

Investment  in PCS Licenses and Other  Intangibles  - During 1994 and 1995,  the
Federal  Communications  Commission  ("FCC")  auctioned PCS licenses in specific
geographic  service areas. The FCC grants licenses for terms of up to ten years,
and  generally  grants  renewals if the licensee  has complied  with its license
obligations.  The  Company  believes  it has  and  will  continue  to  meet  all
requirements  necessary to secure  renewal of its PCS licenses.  The Company has
also incurred costs associated with microwave  relocation in the construction of
the PCS network.  Amortization  of PCS licenses and microwave  relocation  costs
will commence as each service area becomes  operational,  over estimated  useful
lives of 40 years.  Accumulated  amortization  for PCS  licenses  and  microwave
relocation costs totaled approximately $20.7 million and $1.7 million as of June
30, 1997 and December  31,  1996,  respectively.  Interest  expense  capitalized
pertaining to the acquisition of the PCS licenses has been included in Property,
plant and equipment.


<PAGE>


Capitalized  Interest -  Interest  costs  associated  with the  construction  of
capital assets incurred during the period of construction are  capitalized.  The
total  capitalized  as of June 30, 1997 and December 31, 1996 was  approximately
$100.8 million and $30.5 million, respectively.

Major Customer - The Company markets its products through multiple  distribution
channels,  including Company-owned retail stores and third-party retail outlets.
Sales to one third-party  retail customer  exceeded 10% of Equipment  revenue in
the consolidated condensed statements of operations for the three and six months
ended June 30, 1997.

Income  Taxes - The Company has not  provided  for federal or state income taxes
since such taxes are the responsibility of the individual Partners.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and reported  amounts of revenues and expenses  during the reporting
period. Actual results could differ from those estimates.

Paging  Services  - The  Company  has  commenced  paging  services  pursuant  to
agreements  with  Paging  Network  Equipment  Company   ("PageNet")  and  Sprint
Communications Company, L.P. ("Sprint Communications"). For the six months ended
June  30,  1997  and  1996,  Sprint  Communications   received  agency  fees  of
approximately $5.4 million and $620,000, respectively.

Reclassifications  -  Certain  reclassifications  have  been  made  to the  1996
financial statements to conform with the 1997 financial statement presentation.

3.    Long-Term Debt and Borrowing Arrangements

The  long-term  debt of the Company as of June 30, 1997 and December 31, 1996 is
summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                                                           June 30,         December 31,
                                                                             1997               1996
                                                                        ----------------  ------------------
<S>                                                                     <C>               <C>           
    11% Senior Notes due in 2006                                         $      250,000    $      250,000
    12 1/2% Senior Discount Notes due in 2006, net of unamortized
        discount of $196,678 and $214,501 at June 30, 1997 and
        December 31, 1996, respectively                                         303,322           285,499
    Credit facility - term loans                                                300,000           150,000
    Credit facility - revolving credit                                          350,000                 -
    Vendor financing                                                            616,129                 -
    Note payable to affiliate due in 1998                                         5,000             5,000
    Other                                                                           719               742
                                                                        ----------------  ------------------

    Total debt                                                                1,825,170           691,241
    Less current maturities                                                       5,038             5,049
                                                                        ----------------  ------------------

    Long-term debt                                                      $                   $     686,192
                                                                              1,820,132
                                                                        ================  ==================

</TABLE>
<PAGE>

Bank Credit  Facility - The Company  entered  into an  agreement  with The Chase
Manhattan  Bank  ("Chase") as agent for a group of lenders for a $2 billion bank
credit  facility  dated October 2, 1996. The proceeds of this facility are to be
used to finance working capital needs,  subscriber  acquisition  costs,  capital
expenditures and other general Company purposes.

The facility  consists of a revolving  credit  commitment  of $1.7 billion and a
$300 million term loan  commitment.  As of June 30, 1997,  the term loans bear a
weighted  average  interest rate of 8.12%.  The amount available under the total
revolving  credit  commitment  will be increased upon the achievement of certain
financial and operating  conditions as defined in the agreement.  As of June 30,
1997, $350 million had been drawn at a weighted  average  interest rate of 8.46%
and $100 million remained  available.  Commitment fees for the revolving portion
of the  agreement  are  payable  quarterly  based on  average  unused  revolving
commitments.  The Company has had no additional  borrowings  under the revolving
credit facility subsequent to June 30, 1997.

Vendor  Financing - As of October 2, 1996,  the Company  entered into  financing
agreements with Northern Telecom, Inc. ("Nortel") and Lucent Technologies,  Inc.
("Lucent" and together with Nortel,  the "Vendors")  for multiple  drawdown term
loan  facilities  totaling  $1.3  billion and $1.8  billion,  respectively.  The
proceeds of such  facilities are to be used to finance the purchase of goods and
services provided by the Vendors.

On April 30, 1997, the Company amended the terms of its financing agreement with
Nortel.  The amendment  provides for a syndication  of the financing  commitment
between  Nortel,  several  banks and other vendors (the "Nortel  Lenders").  The
commitment provides financing in two phases.  During the first phase, the Nortel
Lenders  will finance up to $800  million.  Under the second  phase,  the Nortel
Lenders will finance up to an additional  $500 million upon the  achievement  of
certain  operating and financial  conditions.  As of June 30, 1997, $145 million
had been  borrowed  at an  interest  rate of 9.16% with $655  million  remaining
available  under the first phase.  In addition,  the Company paid $20 million in
origination  fees upon the  initial  draw down under the first phase and will be
obligated  to pay  additional  origination  fees on the date of the initial draw
down loan under the second  phase.  Subsequent  to June 30,  1997,  the  Company
borrowed an additional $70.3 million under the Nortel facility.

On May 29, 1997, the Company  amended the terms of its financing  agreement with
Lucent.  The amendment  provides for a syndication  of the financing  commitment
between Lucent,  Sprint and other banks and vendors (the "Lucent Lenders").  The
Lucent Lenders have committed to financing up to $1.5 billion  through  December
31,  1997,  and up to an  aggregate  of $1.8  billion  thereafter,  with  Sprint
financing  up to $300  million.  The  Company  pays a facility  fee on the daily
amount of certain loans outstanding under the agreement,  payable quarterly. The
Lucent agreement  terminates June 30, 2001. As of June 30, 1997, the Company had
borrowed  approximately  $471  million  under the Lucent  facility at a weighted
average  interest  rate of  8.93%.  Subsequent  to June 30,  1997,  the  Company
borrowed an additional $35.8 million under the Lucent facility.  There have been
no borrowings from Sprint under the Lucent facility.

The Nortel and Lucent  agreements  provide for conversion of accrued interest on
the outstanding debt into the long-term loan obligation through February 8, 1998
and March 30, 1998, respectively.

Certain  amounts  included under  Construction  Obligations on the  consolidated
condensed balance sheets may be financed under the Vendor Financing agreements.

<PAGE>

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

                                        SPRINT SPECTRUM FINANCE CORPORATION
                                (A wholly-owned subsidiary of Sprint Spectrum L.P.)
                                             CONDENSED BALANCE SHEETS


                                                                       June 30,            December 31,
                                                                        1997                  1996
----------------------------------------------------------------- ------------------    ------------------
                                                                     (Unaudited)
                                     ASSETS

<S>                                                               <C>                   <C>                
Receivable from parent.........................................   $        100          $           100
                                                                  ==================    ==================
TOTAL ASSETS...................................................   $        100          $           100
                                                                  ==================    ==================

                              STOCKHOLDER'S EQUITY

Common stock, $1.00 par value; 1,000 shares authorized; 100
  shares issued and outstanding................................   $        100          $           100

                                                                  ==================    ==================
TOTAL STOCKHOLDER'S EQUITY.....................................   $        100          $           100
                                                                  ==================    ==================

</TABLE>
See notes to condensed financial statements.
                                       


<PAGE>

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

                                        SPRINT SPECTRUM FINANCE CORPORATION
                                (A wholly-owned subsidiary of Sprint Spectrum L.P.)
                                  CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                                                             Period from
                                                                                             May 21, 1996
                                                                                          (date of inception)
                                         Three Months Ended        Six Months Ended               to
                                           June 30, 1997            June 30, 1997            June 30, 1997
                                       ---------------------    ---------------------    ---------------------

<S>                                    <C>                      <C>                      <C>      
Operating Revenues..................   $       -                $       -                $       -

Operating Expenses..................           -                        -                        -
                                       ---------------------    ---------------------    ---------------------

Net Income..........................   $       -                $       -                $       -
                                       =====================    =====================    =====================
















See notes to condensed financial statements.
</TABLE>





<PAGE>

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

                                        SPRINT SPECTRUM FINANCE CORPORATION
                                (A wholly-owned subsidiary of Sprint Spectrum L.P.)
                                  CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)




                                                                               Six                 From
                                                                              Months              date of
                                                                              Ended             inception
                                                                             June 30,         to June 30, 1997
                                                                               1997
                                                                       ------------------   -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                             <C>                           <C>    
Adjustments to reconcile net income to net cash used in
  operating activities:
   Net income...............................................     $             -               $         -
   Changes in assets and liabilities:
     Receivables............................................                   -                      (100)
                                                                       ------------------    ----------------
                                                                                               
   Net cash used in operating activities....................                   -                      (100)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of common stock.................................                   -                       100
                                                                       ------------------    ----------------
                                                                                               
   Net cash provided by financing activities................                   -                       100

                                                                       ------------------    ----------------
                                                                                              
INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS.........................................                   -                        -

CASH AND CASH EQUIVALENTS, Beginning of Period..............
                                                                               -                        -

                                                                       ==================   =================
CASH AND CASH EQUIVALENTS, End of Period....................     $             -            $           -
                                                                       ==================   =================














See notes to condensed financial statements.
</TABLE>
                                     10
<PAGE>


                                                                         Part I.
                                                                        Item 1b.


                       SPRINT SPECTRUM FINANCE CORPORATION
               (A wholly-owned subsidiary of Sprint Spectrum L.P.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


The information contained in this Form 10-Q for the three- and six-month interim
periods ended June 30, 1997 and the cumulative period from May 21, 1996 (date of
inception) to June 30, 1997 has been prepared in accordance with instructions to
Form 10-Q and Rule 10-01 of Regulation  S-X. In the opinion of  management,  all
adjustments considered necessary,  consisting only of normal recurring accruals,
to present fairly the consolidated  financial  position,  results of operations,
and cash flows for such interim periods have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted.  The results of  operations  for the six months
ended June 30, 1997 are not necessarily indicative of the operating results that
may be expected for the year ended December 31, 1997.


1.    ORGANIZATION

Sprint Spectrum  Finance  Corporation  ("FinCo"),  a Delaware  corporation,  was
formed on May 21, 1996 and is a wholly-owned  subsidiary of Sprint Spectrum L.P.
(the  "Partnership").  FinCo was formed to be a  co-obligor  of $250  million in
Senior Notes and $500 million in Senior Discount Notes.

The  Partnership  contributed  $100 to FinCo on May 21, 1996 in exchange for 100
shares of common stock.

<PAGE>


                                                                         PART I.
                                                                        Item 2a.
                              SPRINT SPECTRUM L.P.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion and analysis should be read in conjunction with Sprint
Spectrum L.P.'s consolidated  condensed financial  statements and notes thereto.
The term  "Company"  refers to Sprint  Spectrum L.P. and its direct and indirect
subsidiaries, including FinCo, WirelessCo, RealtyCo, and EquipmentCo. As of July
1, 1996, Holdings transferred substantially all operating assets and liabilities
to the Company.  The Company's  financial  information as presented includes the
pooled operations of Holdings through June 30, 1996.

The Company includes certain  estimates,  projections and other  forward-looking
statements in its reports as well as in presentations to analysts and others and
in other  material  disseminated  to the public.  There can be no  assurances of
future  performance  and actual results may differ  materially from those in the
forward-looking  statements.  Factors which could cause actual results to differ
materially from estimates or projections contained in forward-looking statements
include:

        -  the establishment of a market for new digital PCS services;
        -  the introduction of competitive service plans and pricing and other 
           effects of vigorous competition in the markets in which the Company 
           currently operates or intends to market its services;
        -  the impact of technological change which may diminish the value of 
           existing equipment which may, in turn, result in the need to incur 
           additional costs to upgrade previously sold communications equipment;
        -  the cost of entering new markets necessary to provide services;
        -  the impact of any unusual items resulting from ongoing evaluations of
           the Company's business strategies;
        -  the effects of unanticipated delays or problems with the development 
           of technologies and systems used by the Company;
        -  requirements imposed on the Company and its competitors by the 
           Federal Communications Commission ("FCC") and state regulatory 
           commissions under the Telecommunications Act of 1996;
        -  the possibility of one or more of the markets in which the Company 
           will compete being impacted by variations in political, economic or 
           other factors over which the Company has no control;
        -  the effects of unanticipated delays resulting from zoning or other 
           disputes with municipalities; and
        -  unexpected results in litigation.

General

The  Company  is a  development  stage  enterprise  formed  for the  purpose  of
establishing  a nationwide  personal  communications  service  ("PCS")  wireless
telecommunications  network.  The Company  acquired  PCS licenses in the FCC's A
Block and B Block PCS auction, which concluded in March 1995, to provide service
to 29 major trading areas ("MTAs")  covering  150.3 million Pops.  Additionally,
Cox  contributed to the Company,  effective  February 6, 1997, a PCS license for
the Omaha MTA covering 1.7 million  Pops.  The Company has also  affiliated  and
expects to continue to affiliate with other PCS
<PAGE>

providers.  Pursuant to  affiliation  agreements,  each  affiliated  PCS service
provider will use the Sprint (a registered  trademark of Sprint  Communications
Company,  L.P.) brand name. Holdings owns a 49% limited partnership  interest in
American PCS, L.P. ("APC"), which, through subsidiaries, owns a PCS license for,
and  operates a broadband  GSM  (global  system for mobile  communications)  PCS
system  in, the  Washington  D.C./Baltimore  MTA.  APC has  affiliated  with the
Company and is marketing its products and services  under the Sprint brand name.
Holdings also owns a 49% limited partnership interest in Cox Communications PCS,
L.P.  ("Cox  PCS"),  a limited  partnership  that owns a PCS license for the Los
Angeles-San  Diego MTA covering 21.5 million Pops. Cox, which  previously  owned
this  license,  contributed  the  license to Cox PCS on March 31,  1997 and will
manage and control Cox PCS. The Company signed an affiliation agreement with Cox
PCS on December 31, 1996.

The  Company  also  expects to  provide  various  services  to  PhillieCo,  L.P.
("PhillieCo"),  a limited  partnership  organized by and among  subsidiaries  of
Sprint,  TCI and Cox that owns a PCS license for the  Philadelphia  MTA covering
9.1 million Pops. In addition,  SprintCom,  Inc. ("SprintCom"),  an affiliate of
Sprint,  participated in the FCC's D and E Block auction which ended January 14,
1997,  and was awarded  licenses  for 139 of 493 Basic  Trading  Areas  ("BTAs")
covering 70 million Pops, all of which are  geographic  areas not covered by the
Company's owned PCS licenses or licenses owned by PhillieCo, APC or Cox PCS. The
Company is in the process of  negotiating  an agreement  with SprintCom to build
out the  network  infrastructure  in certain  BTA markets  where  SprintCom  was
awarded PCS licenses. In accordance with an agreement among the Partners and the
Amended and Restated Agreement of Limited Partnership of MajorCo,  L.P. (renamed
Sprint Spectrum Holding Company,  L.P.) dated January 31, 1996 (the "Partnership
Agreement"),  SprintCom  is  required  to  offer to  enter  into an  affiliation
agreement  with  Holdings  with respect to such BTA  licenses  pursuant to which
SprintCom's  systems in such areas would be included in the  Company's  national
PCS network, although no assurance can be given that SprintCom and Holdings will
enter into any such affiliation agreement.

To date, the Company has incurred  expenditures in conjunction  with PCS license
acquisitions,  initial design and construction of the PCS network,  engineering,
marketing,  administrative  and other  start up related  expenses.  The  Company
commenced  initial  commercial  operations  in certain MTAs for its PCS services
late in the  fourth  quarter of 1996 and,  as a result,  has  generated  minimal
operating revenues.  The Company intends to initiate service in portions of most
MTAs  during the summer of 1997.  Pop  coverage  at the end 1997 is  expected to
reach  approximately  55% of the Pops in all of the Company's license areas with
coverage in the individual  license areas ranging from 19% to 80%. The timing of
launch in individual markets will be determined by various factors,  principally
zoning and local competitive market factors.  The Company intends to continue to
expand its  coverage in its PCS markets in its existing  license  areas based on
actual  market  experience,  customer  demand,  and  reductions  in the  cost of
technology.  The  extent  to which the  Company  is able to  generate  operating
revenue and  earnings is dependent  on a number of business  factors,  including
maintaining  existing  financing to complete  network  construction,  generating
operating  revenues,  successfully  deploying  the  PCS  network  and  attaining
profitable levels of market demand for the Company's products and services.


Liquidity and Capital Resources

The buildout of the Company's PCS network and the marketing and  distribution of
the Company's  PCS products and services  will  continue to require  substantial
capital. The Company currently estimates that its capital requirements  (capital
expenditures,  the cost of its existing licenses,  working capital, debt service
requirements  and  anticipated  operating  losses) for the period from inception
through the end of 1998 (based on the  Company's  current  plans for its network
buildout in its current license areas) will total approximately $8.9 billion (of
which approximately $6.2 billion had been expended as of June 30, 
<PAGE>


1997). After 1998, the Company will also require additional capital for coverage
expansion,  volume-driven  network  capacity and other capital  expenditures for
existing  and  new  license  areas  (if  any),  working  capital,  debt  service
requirements and anticipated further operating losses. Costs associated with the
network  buildout  include  switches,  base stations,  towers,  antennae,  radio
frequency   engineering,   cell  site  construction  and  microwave  relocation.
Management estimates that capital expenditures associated with the buildout will
total  approximately  $3.9 billion through 1997,  including $3.2 billion through
June 30, 1997.  Actual  amounts of the funds required may vary  materially  from
these  estimates  and  additional  funds  would  be  required  in the  event  of
significant  departures from the current business plan,  unforeseen delays, cost
overruns, unanticipated expenses, regulatory changes, engineering design changes
and other technological risks.

The  Company  currently  has  minimal  sources of  revenue  to meet its  capital
requirements and has relied upon capital contributions,  advances from Holdings,
third party debt and public debt. The Holdings  partnership  agreement  provides
for a planned capital amount to be contributed by the Partners ("Total Mandatory
Contributions"), which represents the sum of $4.2 billion, which includes agreed
upon values attributable to the contributions of certain additional PCS licenses
by a  Partner.  The  Total  Mandatory  Contributions  amount is  required  to be
contributed in accordance with capital contribution  schedule to be set forth in
approved  annual budgets if requested by the Holdings  partnership  board (or by
the Chief Executive  Officer of Holdings  pursuant to authority to be granted in
each annual  budget or such other  authority  as may be  delegated  to the Chief
Executive Officer by the Holdings  partnership  board). The partnership board of
Holdings  may  request  capital  contributions  to be made in the  absence of an
approved  budget or more quickly than  provided for in an approved  budget,  but
always subject to the Total Mandatory  Contributions  limit. The proposed budget
for  1997 has not yet been  approved  by the  partnership  board,  however,  the
Company is continuing to act under the authority of the 1996 approved  budget as
adjusted  pursuant  to the  Holdings  partnership  agreement.  The  Amended  and
Restated Capital  Contribution  Agreement (the "Amended Agreement") was executed
effective  October  2, 1996.  The  Amended  Agreement  recognized  that  through
December  31,  1995,   approximately   $2.2  billion  of  the  Total   Mandatory
Contributions  had been contributed to Sprint Spectrum L.P., and designates that
approximately  $1.0 billion of the balance of the Total Mandatory  Contributions
shall be contributed to Sprint  Spectrum L.P. As of June 30, 1997,  $2.7 billion
had been  contributed to Sprint  Spectrum.  The Company's  business plan and the
financial  covenants and other terms of the Secured  Financing  (defined  below)
will require such additional equity financing prior to the end of 1998, absent a
new financing source.  The $1.0 billion portion of the $4.2 billion not required
to be  invested  in the  Company  may be used by  Holdings  to  fund  its  other
affiliate commitments and make other wireless  investments.  Amounts budgeted by
the Partners in future years will determine the extent to which the  commitments
will actually be utilized.

In October  1996,  the Company  entered into a credit  agreement  with The Chase
Manhattan  Bank,  as  administrative  agent for a group of  lenders,  for a $2.0
billion senior secured credit  facility (the "Bank  Facility").  The proceeds of
the Bank Facility are to be used to finance  working  capital needs,  subscriber
acquisition  costs,  capital  expenditures  and other  general  purposes  of the
Company. The Bank Facility consists of a $300 million term loan commitment and a
revolving credit commitment of $1.7 billion.  Of the $300 million term facility,
$150  million was drawn down  subsequent  to  closing,  and the  remaining  $150
million was drawn down in January,  1997. As of June 30, 1997,  $350 million had
been borrowed and $100 million  remained  available  under the revolving  credit
facility.  Availability  under the Bank Facility  will  increase  subject to the
Company meeting certain performance criteria.

Also in October 1996,  the Company  entered into credit  agreements for up to an
aggregate  of $3.1  billion  of  senior  secured  multiple  drawdown  term  loan
facilities from two of its network infrastructure
<PAGE>

equipment vendors. As amended in April 1997, the Nortel facility will provide up
to $1.3 billion in senior secured loans. The Lucent facility,  as amended in May
1997,  will provide up to $1.8 billion in senior  secured  loans  (together  the
"Vendor   Financing"  and  together  with  the  Bank   Facility,   the  "Secured
Financing"). The Company will use the proceeds from the Vendor Financing to fund
the purchase of the equipment and software  manufactured  by the vendors as well
as substantially all of the construction and ancillary equipment (e.g.,  towers,
antennae,  cable)  required  to  construct  the  Company's  PCS  network.  These
facilities will serve as the primary financing mechanism for the buildout of the
network.

Borrowings under the Secured Financing are secured by the Company's  interest in
WirelessCo,  RealtyCo  and  EquipmentCo  and  certain  other  personal  and real
property (the "Shared  Lien").  The Shared Lien equally and ratably  secures the
Bank  Facility and the Vendor  Financing.  The Secured  Financing is jointly and
severally guaranteed by WirelessCo, RealtyCo and EquipmentCo and is non-recourse
to the Partners and the Parents.

In August 1996,  Sprint  Spectrum  L.P. and FinCo issued $250 million  aggregate
principal  amount of the 11% Senior Notes and $500 million  aggregate  principal
amount at maturity of 12 1/2% Senior Discount Notes (together, the "Notes"). The
Senior  Discount  Notes were issued at a discount to their  aggregate  principal
amount at maturity and generated  proceeds of approximately  $273 million.  Cash
interest  on the  Senior  Notes  will  accrue  at a rate of 11% per annum and is
payable  semi-annually in arrears on each February 15 and August 15,  commencing
February 15,  1997.  Cash  interest  will not accrue or be payable on the Senior
Discount Notes prior to August 15, 2001. Thereafter, cash interest on the Senior
Discount  Notes  will  accrue at a rate of 12 1/2% per annum and will be payable
semi-annually in arrears on each February 15 and August 15, commencing  February
15, 2002.  FinCo was formed  solely to be a co-obligor  of the Notes.  FinCo has
only nominal assets and no operations or revenues, and Sprint Spectrum L.P. will
be responsible  for payment of the Notes.  On August 15, 2001,  Sprint  Spectrum
L.P. will be required to redeem an amount equal to $384.772 per $1,000 principal
amount at maturity of each Senior Discount Note then  outstanding  ($192 million
in aggregate  principal amount at maturity,  assuming all of the Senior Discount
Notes  remain  outstanding  at such date).  The proceeds of  approximately  $509
million  from the  issuance  of the Notes (net of  approximately  $14 million of
underwriting  discounts,  commissions,  and offering expenses) were used to fund
capital  expenditures,  including the buildout of the nationwide PCS network, to
fund  working  capital  requirements,  to fund  operating  losses  and for other
partnership  purposes.  Sprint purchased,  and continues to hold,  approximately
$183 million principal amount at maturity of the Senior Discount Notes.

Sources of funding for the Company's further financing  requirements may include
additional  vendor financing,  public offerings or private  placements of equity
and/or debt securities,  commercial bank loans and/or capital contributions from
Holdings  or  the  Partners.  There  can be no  assurance  that  any  additional
financing  can be  obtained  on a timely  basis and on terms  acceptable  to the
Company and within limitations  contained in the Notes, the agreements governing
the Secured Financing and any new financing arrangements.  Failure to obtain any
such  financing  could  result  in the  delay or  abandonment  of the  Company's
development  and  expansion  plans  and  expenditures  or the  failure  to  meet
regulatory requirements.  It also could impair the Company's ability to meet its
debt  service  requirements  and could  have a  material  adverse  effect on its
business.

For the  year-to-date  period ended June 30, 1997, the Company used cash of $394
million in operating  activities,  which consisted of the operating loss of $477
million less  depreciation  and  amortization  of $123  million,  an increase in
receivables,  inventory and other assets of $52 million,  offset by increases in
payables,  accrued expenses and long-term accruals of $11 million.  Cash used in
investing  activities totaled $834 million,  consisting of capital  expenditures
and microwave relocation costs.
<PAGE>



Results of Operations

For the Three and Six Months Ended June 30, 1997

Operating Revenues/Margin

The Company  commenced  initial  commercial  operations  for its PCS services in
certain MTAs late in the fourth quarter of 1996 and, as a result,  has generated
minimal  operating  revenues.  The negative  margin from equipment sales results
from the Company's subsidy of handsets.  Cost of service consists principally of
switch and cell site  expenses,  including  site  rental,  utilities  and access
charges.  Prior to service  launch,  such costs were incurred during the network
buildout and testing phases.  As markets  launch,  costs are incurred to provide
service in the related markets.

Selling Expenses

The Company's selling expenses for the second quarter of 1997 were $29.8 million
compared  to $0.9  million  for the second  quarter of 1996.  For the six months
ended June 30,  1997,  selling  expenses  increased  to $42.5  million from $0.9
million  for the same six  months  of 1996.  These  increases  were due to costs
incurred in preparation of and during the initial  commercial  service launch in
various  markets.  Such  costs  include  participation  with  Sprint  in an  NFL
sponsorship,  development and production expenses associated with advertisements
in various  media (i.e.,  television,  radio,  print),  and the  development  of
printed  brochures to promote the Company's  products and services.  The Company
expects  selling  expenses will continue to increase as the Company  expands its
sales and marketing activities.

General and Administrative

General and administrative  expenses for the second quarter increased from $42.5
million in 1996 to $119.6 million in 1997. General and  administrative  expenses
for the six months  ended June 30,  1996 and 1997 were $73.2  million and $224.1
million,  respectively.  Increases for both the three and six month periods were
due principally to increases in salary and related benefits,  computer equipment
and  related  expenses  and  professional  and  consulting  fees.  Salaries  and
benefits,  computer  equipment and related expenses increased due to an increase
in employee headcount. Professional and consulting fees increased due to the use
of consultants  and other experts to assist with the continuing  development and
enhancement  of  the  Company's  sophisticated  information  systems,  continued
rollout and tailoring of training  programs for the Company's  sales force,  and
various other projects.

Depreciation and Amortization

Depreciation and  amortization  expense for the second quarter of 1997 was $66.3
million  compared  to $0.4  million  for the  same  period  in the  prior  year.
Depreciation and amortization expense of $100.7 million for the six months ended
June 30, 1997,  was an increase from $0.6 million for the same period in 1996 as
certain  network  equipment has been placed in service and  amortization  of PCS
licenses and microwave relocation costs in the launched markets commenced.
<PAGE>

Other Income/Expense

Interest Income/Expense

Interest income  decreased from $1.0 million for the three months ended June 30,
1996 to $0.4  million  for the three  months  ended June 30, 1997 as the average
daily invested cash balance decreased during the comparative  periods due to the
receipt in the prior year of partner equity  contributions in advance of capital
and operational  requirements.  Interest income  increased from $0.9 million for
the six months ended June 30, 1996 to $1.3 million for the six months ended June
30, 1997 as the Company  borrowed  funds during the first quarter of the current
year in  accordance  with the terms of the loan  agreements  resulting in excess
cash balances.

Interest  expense  increased  to $12 million for the three and six months  ended
June 30, 1997,  as the Company's  construction  activities  declined  during the
period as markets launched commercial  service,  resulting in the capitalization
of  less  than  100%  of  the  interest  expense  incurred  during  the  period.
Additionally, interest expense continues to increase as borrowings increase.

Other Income

Equity in loss of unconsolidated  partnership for the three and six months ended
June 30, 1996  represents  the  Company's  share of the losses in APC before the
ownership  interest was  transferred to Holdings on August 31, 1996. The Company
retained the rights and obligations under the affiliation agreement with APC. In
addition,  the Company  participates  in an affiliation  agreement with Cox PCS.
Fees earned  under these  agreements  of $1.8  million and $2.9  million for the
three and six months ended June 30, 1997 are shown in Other income.


For the Three and Six Months Ended June 30, 1996

The Company  incurred  losses of $91 million and $158  million for the three and
six months ended June 30, 1996,  respectively.  These losses  include  equity in
loss of an  unconsolidated  subsidiary  of $45  million  and $81 million for the
three and six month  periods,  respectively.  There was no  amortization  of PCS
licenses  during  the  six-month  period as PCS  service  had not been  launched
commercially.
<PAGE>

                                                                         PART I.
                                                                        Item 2b.
                       SPRINT SPECTRUM FINANCE CORPORATION
               (A Wholly-Owned Subsidiary of Sprint Spectrum L.P.)
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Sprint Spectrum  Finance  Corporation  ("FinCo"),  a Delaware  corporation,  was
formed on May 21, 1996 and is a wholly-owned  subsidiary of Sprint Spectrum L.P.
FinCo has nominal assets, does not conduct any operations and was formed to be a
co-obligor  of the  securities  issued  by the  Company.  Certain  institutional
investors  who  might  otherwise  be  limited  in their  ability  to  invest  in
securities  issued by  partnerships  by reasons of the legal  investment laws in
their states of organization or their charter  documents,  may be able to invest
in the  Company's  securities  because  FinCo is a  co-obligor.  Accordingly,  a
discussion  of the results of  operations,  liquidity  and capital  resources of
FinCo are not presented.
<PAGE>


                                                                        PART II.
                                                               Other Information

Item 1.  Legal Proceedings

         There were no reportable events during the quarter ended June 30, 1997.

Item 2.  Changes in Securities

         There were no reportable events during the quarter ended June 30, 1997.

Item 3.  Defaults On Senior Securities

         There were no reportable events during the quarter ended June 30, 1997.

Item 4.  Submission of Matters to Votes of Security Holders

         There were no reportable events during the quarter ended June 30, 1997.

Item 5.  Other Information

         There were no reportable events during the quarter ended June 30, 1997.

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. (in-
               corporated by reference to Form S-1 Registration Statement, Regi-
               stration No. 333-06609, filed on June 21, 1996).
      3.2      Amended and Restated Agreement of Limited Partnership of MajorCo,
               L.P. (renamed Sprint Spectrum Holding Company, L.P.) dated Jan-
               uary 31, 1996, among Sprint Spectrum, L.P. (renamed Sprint Enter-
               prises, L.P.), TCI Network Services, Comcast Telephony Services, 
               and Cox Telephony Partnership incorporated by reference to Form 
               S-1 Registration Statement, Registration No. 333-06609, filed on
               June 21, 1996).
      3.3      Agreement of Limited Partnership of MajorCo Sub, L.P. (renamed 
               Sprint Spectrum, L.P.), dated as of March 28, 1995, among Major-
               Co, L.P. and MinorCo, L.P. (incorporated by reference to 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 Form 10-Q, 
               filed on 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 
               Form 10-Q, filed on November 12, 1996).
      4.4      Form of Senior Discount Note (included in Exhibit 4.3).
      10.1     Amendment No. 1, dated as of May 29, 1997, to the Credit Agree-
               ment, dated as of October 2, 1996, among Sprint Spectrum L.P., 
               Lucent Technologies Inc., the several banks and other
<PAGE>

               financial institutions and entities from time to time parties to 
               the Credit Agreement and Lucent Technologies Inc., as agent for 
               the Lenders.
      10.2     First Amendment, dated as of April 30, 1997, to the Credit 
               Agreement, dated as of October 2, 1996, among Sprint Spectrum 
               L.P., Northern Telecom Inc., the several banks and other finan-
               cial institutions and entities from time to time parties to the 
               Credit Agreement and Bank of America NT & SA, as agent for the 
               Lenders.

      27      Financial data schedule

     (b) Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended June 30, 
         1997.
<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)
 




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



Dated:  August 13, 1997
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