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

                                  FORM 10-Q

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

For the fiscal year ended    June 30, 1999
                         -------------------------------------------------------

                                    OR

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

For the transition period from                      to

                                     333-06609-01
Commission file number               333-06609-02

                              SPRINT SPECTRUM L.P.
                      SPRINT SPECTRUM FINANCE CORPORATION
              (Exact name of registrant as specified in its charter)

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

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

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

Securities registered pursuant to Section 12(b) 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  such  reports),  and (2) has been  subject  to  such  filing
requirements for the past 90 days.        Yes  X      No______

At August 1, 1999 the Sprint Spectrum Finance Corporation had 100 common  shares
outstanding.

Documents Incorporated by Reference:  None

<PAGE>
<TABLE>
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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 Statements 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                                                   6
          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                                                                                                12

SPRINT SPECTRUM FINANCE CORPORATION

Part I - Financial Information
          Item 1.  Financial Statements
                     Balance Sheets                                                                      13
                     Notes to Financial Statements                                                       13
          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                                                   13
          Item 3.  Quantitative and Qualitative Disclosures About Market Risk                            13

Part II - Other Information
          Item 1.  Legal Proceedings                                                                     14
          Item 2.  Changes in Securities                                                                 14
          Item 3.  Defaults Upon Senior Securities                                                       14
          Item 4.  Submission of Matters to a Vote of Security Holders                                   14
          Item 5.  Other Information                                                                     14
          Item 6.  Exhibits and Reports on Form 8-K                                                      14

Signature                                                                                                15
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                                                             Part I.
                                                                                                             Item 1.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)                                               Sprint Spectrum L.P.
(millions)

--------------------------------------------- ----------------------------------- ----------------------------------
                                                        Quarters Ended                      Year-to-Date
                                                           June 30,                           June 30,
--------------------------------------------- ----------------------------------- ----------------------------------
                                                      1999             1998              1999              1998
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

<S>                                           <C>               <C>               <C>              <C>
Net Operating Revenues                        $         491     $        192      $        931     $         336
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

Operating Expenses
   Costs of services and products                       272              205               653               374
   Selling, general and administrative                  344              223               627               448
   Depreciation and amortization                        176              150               345               264
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

   Total operating expenses                             792              578             1,625             1,086
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

Operating Loss                                         (301)            (386)             (694)             (750)

Interest expense                                       (132)             (98)             (249)             (176)
Other income, net                                         3                2                 5                 4
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

Loss before Extraordinary Item                         (430)            (482)             (938)             (922)
Extraordinary item                                        -                -               (33)                -
--------------------------------------------- --- ------------- -- -------------- -- ------------- --- -------------

Net Loss                                      $        (430)    $       (482)     $       (971)    $        (922)
                                              --- ------------- -- -------------- -- ------------- --- -------------

</TABLE>





























       See accompanying Condensed Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS                                                                     Sprint Spectrum L.P.
(millions)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
                                                                                 June 30,         December 31,
                                                                                   1999               1998
--------------------------------------------------------------------------------------------------------------------
                                                                                (Unaudited)
    Assets
    Current assets
<S>                                                                        <C>                  <C>
      Cash and equivalents                                                 $         29         $         70
      Accounts receivable, net of allowance for doubtful
        accounts of $31 and $16                                                     297                  226
      Affiliated receivables                                                        185                  248
      Inventories                                                                   150                   92
      Prepaids and other current assets                                              51                   26
--------------------------------------------------------------------------------------------------------------------
      Total current assets                                                          712                  662

    Property, plant and equipment
      Network equipment                                                           3,317                2,937
      Construction work in progress                                                 859                  619
      Buildings and leasehold improvements                                          785                  758
      Other                                                                         295                  258
--------------------------------------------------------------------------------------------------------------------
      Total property, plant and equipment                                         5,256                4,572
      Accumulated depreciation                                                   (1,080)                (772)
--------------------------------------------------------------------------------------------------------------------
      Net property, plant and equipment                                           4,176                3,800

    Intangible assets
      PCS licenses                                                                2,130                2,130
      Microwave relocation costs                                                    307                  299
--------------------------------------------------------------------------------------------------------------------
      Total intangible assets                                                     2,437                2,429
      Accumulated amortization                                                     (140)                (110)
--------------------------------------------------------------------------------------------------------------------
      Net intangible assets                                                       2,297                2,319
    Other assets                                                                     73                   45
--------------------------------------------------------------------------------------------------------------------

    Total                                                                  $      7,258         $      6,826
                                                                         -------------------------------------------

Liabilities and Partners' Capital and Accumulated Deficit
    Current liabilities
      Current maturities of long-term debt                                 $          5         $          5
      Accounts payable                                                              315                  320
      Affiliated payables                                                           233                   31
      Construction obligations                                                      681                  593
      Accrued expenses and other current liabilities                                405                  455
--------------------------------------------------------------------------------------------------------------------
      Total current liabilities                                                   1,639                1,404

    Long-term debt                                                                6,812                5,649

    Other noncurrent liabilities                                                     68                   81

    Partners' capital and accumulated deficit:
      Partners' capital                                                           3,708                3,690
      Accumulated deficit                                                        (4,969)              (3,998)
--------------------------------------------------------------------------------------------------------------------
      Total partners' capital and accumulated deficit                            (1,261)                (308)
--------------------------------------------------------------------------------------------------------------------

    Total                                                                  $      7,258         $      6,826
                                                                         -------------------------------------------
</TABLE>






     See accompanying Condensed Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>



CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)                                                  Sprint Spectrum L.P.
(millions)
------------------------------------------------------------------ ----------------- ----------------- ----------------
Year-to-Date June 30,                                                                      1999             1998
------------------------------------------------------------------ ----------------- ----------------- ----------------

Operating Activities

<S>                                                                                   <C>              <C>
Net loss                                                                              $       (971)    $       (922)
Adjustments to reconcile net loss to net cash used by operating
   activities:
     Depreciation and amortization                                                             345              264
     Extraordinary item                                                                         33                -
     Amortization of debt discount and issuance costs                                           30               26
     Changes in assets and liabilities:
       Accounts receivable, net                                                                (71)             (31)
       Affiliated receivables                                                                   63               41
       Inventories and other current assets                                                    (76)             (35)
       Accounts payable and other current liabilities                                          283             (225)
       Other, net                                                                              (13)              27
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------
Net cash used by operating activities                                                         (377)            (855)
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Investing Activities

Capital expenditures                                                                          (706)            (540)
Advances to Sprint                                                                             (48)               -
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------
Net cash used by investing activities                                                         (754)            (540)
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Financing Activities

Proceeds from long-term debt                                                                 3,250            1,419
Payments on long-term debt                                                                  (2,110)              (3)
Other                                                                                          (50)               -
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------
Net cash provided by financing activities                                                    1,090            1,416
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Increase (Decrease) in Cash and Equivalents                                                    (41)              21
Cash and Equivalents at Beginning of Period                                                     70               67
------------------------------------------------------------------ --- ------------- --- ------------- -- -------------

Cash and Equivalents at End of Period                                                 $         29     $         88
                                                                                     --- ------------- -- -------------
</TABLE>






















     See accompanying Condensed Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>


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

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

<S>       <C>                                                     <C>               <C>              <C>
Beginning 1999 balance                                            $    3,690        $   (3,998)      $     (308)
Net loss                                                                   -              (971)            (971)
Other                                                                     18                 -               18
---------------------------------------------------------------------------------------------------------------------

June 30, 1999 balance                                             $    3,708        $   (4,969)      $   (1,261)
                                                                 ----------------------------------------------------

</TABLE>














































     See accompanying Condensed Notes to Consolidated Financial Statements.

<PAGE>



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


The information in this Form 10-Q has been prepared according to  Securities and
Exchange Commission  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  generally  accepted   accounting
principles have been condensed or  omitted.  As a result, you should  read these
financial statements  along with  Sprint  Spectrum's 1998  Form 10-K.  Operating
results  for  the  1999  year-to-date  period do not  necessarily  represent the
results that may be expected for the year ending December 31, 1999.

--------------------------------------------------------------------------------
1.  PCS Restructuring
--------------------------------------------------------------------------------

In November 1998, Sprint Corporation 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 created
the  Sprint  PCS Group,  which consists of  Sprint's domestic  wireless personal
communication services (PCS) operations, including Sprint Spectrum.

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

The consolidated financial  statements include the  accounts of Sprint  Spectrum
and its  subsidiaries.  Sprint  Spectrum is,  indirectly, a  wholly owned Sprint
subsidiary.

The  consolidated  financial  statements are  prepared using  generally accepted
accounting principles. 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.  Long-term Debt
--------------------------------------------------------------------------------

In the 1999 year-to-date period, Sprint  allocated $2.4 billion of senior  notes
with 5-year and 20-year maturities to Sprint Spectrum. These notes have interest
rates ranging from 7.6% to 8.8%.

In the 1999 first quarter, Sprint  Spectrum issued  notes payable  totaling $844
million to affiliates. The notes mature in 2006 and have interest rates based on
the London Inter-Bank Offered Rate plus 269 basis points.

In the 1999  first  quarter, Sprint  Spectrum  terminated  its revolving  credit
facilities and  repaid, prior to  scheduled maturities, the  related outstanding
balance of $1.7 billion.  These facilities had interest rates  ranging from 5.6%
to 6.3%.  These repayments resulted in a $33 million  extraordinary loss.  These
short-term  borrowings  were  repaid  with the long-term  financing  provided by
Sprint.

--------------------------------------------------------------------------------
4. 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.

--------------------------------------------------------------------------------
5.  Supplemental Cash Flows Information
--------------------------------------------------------------------------------

Sprint Spectrum's cash paid for interest, net of  capitalized  interest, totaled
$224 million in the first  six months  of 1999 and $63 million in the  same 1998
period.

Sprint Spectrum's noncash activities included the following:

                                    Year-to-Date
                                      June 30,
                              -------------------------
                                  1999         1998
-------------------------------------------------------
                                     (millions)
Accrued interest converted
   to long-term debt          $      -    $      78
                              -------------------------
Noncash activity in
   partners' capital          $      18   $       -
                              -------------------------



<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 Corporation 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 created
the Sprint  PCS Group,  which consists  of Sprint's  domestic wireless  personal
communication services (PCS) operations, including Sprint Spectrum.

--------------------------------------------------------------------------------
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:

     -   the effects of  vigorous  competition  in the markets in  which  Sprint
         Spectrum operates;
     -   the costs  and business  risks related  to entering  and expanding  new
         markets necessary to provide nationwide service and new services;
     -   the ability of Sprint Spectrum to grow its market presence;
     -   the impact of any  unusual items  resulting from ongoing evaluations of
         Sprint Spectrum's business strategies;
     -   unexpected results of litigation filed against Sprint Spectrum;
     -   the impact of the Year 2000 issue and any related noncompliance; and
     -   the possibility of one or more of the markets in which  Sprint Spectrum
         competes being impacted by changes in economic or other factors such as
         legal  and  regulatory  changes or  other external  factors over  which
         Sprint Spectrum has no control.

The words  "estimate,"  "project,"  "intend,"  "expect,"  "believe" and  similar
expressions are intended to identify forward-looking statements. Forward-looking
statements  are  found   throughout  "Management's  Discussion  and  Analysis of
Financial  Condition and  Results of  Operations".  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.


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

                                                                    Selected Operating Results
                                               ---------------------------------------------------------------------
                                                        Quarters Ended
                                                           June 30,                             Variance
                                               ----------------------------------    -------------------------------
                                                    1999              1998                $               %
---------------------------------------------- ---------------- ----------------- -- ------------- -----------------
                                                                   (millions)
<S>                                            <C>              <C>               <C>                   <C>
Net operating revenues                         $       491      $      192        $       299           155.7%
---------------------------------------------- -- ------------- -- -------------- -- -------------

Operating expenses
   Costs of services and products                      272             205                 67            32.7%
   Selling, general and administrative                 344             223                121            54.3%
   Depreciation and amortization                       176             150                 26            17.3%
---------------------------------------------- -- ------------- -- -------------- -- -------------

Total operating expenses                               792             578                214            37.0%
---------------------------------------------- -- ------------- -- -------------- -- -------------

Operating loss                                 $      (301)     $     (386)       $        85            22.0%
                                               -- ------------- -- -------------- -- -------------

Operating loss before depreciation and
   amortization                                $      (125)     $     (236)       $       111            47.0%
                                               -- ------------- -- -------------- -- -------------
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                                    Selected Operating Results
                                               ---------------------------------------------------------------------
                                                         Year-to-Date
                                                           June 30,                             Variance
                                               ----------------------------------    -------------------------------
                                                    1999              1998                $               %
---------------------------------------------- ---------------- ----------------- -- ------------- -----------------
                                                                   (millions)
<S>                                            <C>              <C>               <C>                   <C>
Net operating revenues                         $       931      $      336        $       595           177.1%
---------------------------------------------- -- ------------- -- -------------- -- -------------

Operating expenses
   Costs of services and products                      653             374                279            74.6%
   Selling, general and administrative                 627             448                179            40.0%
   Depreciation and amortization                       345             264                 81            30.7%
---------------------------------------------- -- ------------- -- -------------- -- -------------

Total operating expenses                             1,625           1,086                539            49.6%
---------------------------------------------- -- ------------- -- -------------- -- -------------

Operating loss                                 $      (694)     $     (750)       $        56             7.5%
                                               -- ------------- -- -------------- -- -------------

Operating loss before depreciation and
   amortization                                $      (349)     $     (486)       $       137            28.2%
                                               -- ------------- -- -------------- -- -------------
</TABLE>



The  wireless  industry  typically  generates a  significantly 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  retailer, and  the related  service revenues  generated by  such  sales,
accounted for  approximately 30% of net  operating revenues  in the 1999  second
quarter and year-to-date periods.

Net Operating Revenues

Net operating revenues include subscriber  revenues, roaming revenues  and sales
of  handsets  and accessory  equipment.  Subscriber revenues  consist of monthly
recurring charges  and usage charges.  Net operating  revenues increased 156% in
the 1999 second  quarter and 177% in the 1999 year-to-date  period from the same
1998 periods reflecting an increased customer base over the past 12 months.

Approximately 15% of the 1999  second quarter  and 20% of the  1999 year-to-date
net operating  revenues and 15% of the 1998  second quarter and year-to-date net
operating  revenues  were  from sales  of handsets and  accessories.  As part of
Sprint  Spectrum's marketing plans, handsets  are normally sold at prices  below
Sprint Spectrum's cost.

Operating Expenses

Costs of  services and  products mainly  includes handset  and accessory  costs,
interconnection costs, and switch and cell site expenses.  These costs increased
33% in the 1999 second quarter and 75% in the 1999 year-to-date period from  the
same 1998 periods  reflecting the significant  growth in customers  and expanded
market coverage, partly offset by a reduction in handset unit costs.

Selling, general and administrative (SG&A) expense  mainly  includes salary  and
benefit costs as well as marketing costs to promote products and services.  SG&A
expense  increased  54%  in  the  1999  second  quarter  and  40%  in  the  1999
year-to-date period from the same 1998 periods reflecting an expanded  workforce
to support subscriber growth and increased  marketing and  selling  costs.  SG&A
also includes costs  related  to Sprint Spectrum's  efforts to achieve Year 2000
compliance.

Depreciation and amortization expense consists of depreciation of network assets
and amortization  of  intangible  assets.  The  intangible  assets  include  PCS
licenses, which are amortized  over 40 years,  and  microwave  relocation costs,
which  are  amortized over  the  remaining  life of  the  related PCS  licenses.
Depreciation and amortization expense increased 17%  in the 1999 second  quarter
and 31% in the 1999 year-to-date  period from  the same 1998 periods  reflecting
depreciation of the network assets placed in service during 1999 and 1998.

<PAGE>

--------------------------------------------------------------------------------
Interest Expense
--------------------------------------------------------------------------------

Interest expense increased 35% in the 1999  second quarter  and 41% in the  1999
year-to-date periods from the same 1998 periods reflecting increased borrowings.

--------------------------------------------------------------------------------
Extraordinary Item
--------------------------------------------------------------------------------

In the 1999  first quarter,  Sprint  Spectrum  terminated  its revolving  credit
facilities and  repaid, prior  to scheduled maturities, the related  outstanding
balance of $1.7 billion.  These facilities had  interest rates ranging from 5.6%
to 6.3%.  These repayments resulted in a $33 million  extraordinary loss.  These
short-term borrowings were repaid with long-term financing provided by Sprint.

--------------------------------------------------------------------------------
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,  operating losses,
working capital and debt service requirements.

--------------------------------------------------------------------------------
Year 2000 Issue
--------------------------------------------------------------------------------

The "Year 2000" issue affects  Sprint  Spectrum's  installed  computer  systems,
network elements, software  applications, and other  business  systems that have
time-sensitive  programs  that may not properly  reflect or  recognize  the year
2000.  Because many computers and computer applications define dates by the last
two digits of the year, ''00'' may not be properly identified as  the year 2000.
This error could result in miscalculations  or system  failures.   The Year 2000
issue  may also  affect  the  systems  and  applications  of  Sprint  Spectrum's
customers, vendors, resellers or affiliates.

Sprint Spectrum  has completed  an  inventory  and  assessment  of its  computer
systems, network elements, software applications, products  and  other  business
systems.  Sprint Spectrum has  also  completed  the  renovation  of its computer
systems and other business  systems.  Substantially  all  of  Sprint  Spectrum's
software applications and network elements are renovated.  Testing  began in the
1999 first quarter and  is  forecasted  to  be  completed  by  year-end.  Sprint
Spectrum is using both internal and external resources to identify,  correct  or
reprogram, and test its systems for Year 2000 compliance.  It expects Year  2000
compliance for these critical systems to be achieved in 1999.

Sprint Spectrum is also contacting  others  with whom it  conducts  business  to
receive the proper warranties and assurances that those third parties, including
affiliates, are  or  will  be Year  2000  compliant.  Sprint Spectrum  relies on
third-party vendors for a significant  portion  of its  important  operating and
computer system functions and is highly dependent on those  third-party  vendors
to remediate and test network elements, computer systems, software  applications
and other business systems.  However, Sprint Spectrum is  reviewing test results
provided by its  vendors to  help  ensure  Year  2000  compliance.  In addition,
Sprint Spectrum uses publicly  available  services  that  are  acquired  without
contract, such as global positioning system timing signal, that may  be affected
by the Year 2000 issue.  While Sprint Spectrum believes these publicly available
systems will be Year 2000 compliant, it has  no  contractual or  other right  to
force compliance.

Sprint Spectrum incurred approximately $25 million from  inception through  June
1999 for its Year 2000 remediation program and  expects  to incur  approximately
$25 million through the remainder of 1999.  This program is  designed to  assure
the proper  functioning  of  critical  and  secondary  elements  for  Year  2000
compliance. When this program is fulfilled, Sprint Spectrum has a high degree of
confidence that elements within its control will function  through the  upcoming
date changes.  However, two risks remain: (1) the risk to Sprint Spectrum if its
Year 2000 program is not  fulfilled,  and (2) the risk  stemming  from  elements
vulnerable to the Year 2000 problem  which are beyond Sprint Spectrum's control.

If the Year 2000 program is not fulfilled in a timely manner by Sprint Spectrum,
or any of its affiliates or any significant third party does not fulfill its own
Year 2000 program in a timely manner, the Year 2000 issue could  have a material
adverse effect on Sprint Spectrum's operations.  Sprint Spectrum is  focusing on
identifying and addressing all aspects of its operations that may be affected by
the Year 2000 issue.

With regards to the second risk, Sprint Spectrum is evaluating events beyond its
control that could occur before and after the arrival  of the year 2000.  Sprint
Spectrum  is  reviewing  its  existing  disaster recovery  plans and  developing
additional contingency and  business  continuity plans  to prepare  for the year
2000.  Most of these were completed in the second quarter.  Sprint Spectrum will
implement, if necessary, appropriate contingency and  business continuity  plans
to mitigate to the extent possible the effects of any Year 2000 noncompliance.

Sprint Spectrum has begun to review the risks related  to a worst case  scenario
that could result from a Year 2000 related failure.   This scenario could result
in a temporary disruption to normal business operations and could  impact Sprint
Spectrum's financial performance.  Based upon the work completed to date, Sprint
Spectrum believes that such an occurrence is  unlikely.   Nevertheless,  certain
elements  related   to  the  Year   2000  readiness   of  suppliers,  utilities,
interconnecting carriers and customers are beyond Sprint Spectrum's control  and
could fail.  At this point, Sprint Spectrum does not believe that the failure of
such elements could cause a major breakdown within its normal operations.

<PAGE>

                                                                         Part I.
                                                                         Item 3.

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

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 June 30, 1999.

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 June 30, 1999.

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).

         (10.1)   Procurement  and  Services Contract,  dated as of  January 31,
                  1996, between  MajorCo, L.P.  and AT&T Corp.  Portions of this
                  exhibit (indicated by brackets) have been omitted pursuant  to
                  a request for confidential treatment.

         (10.2)   Amendment No. 2 to  the  Lucent  Technologies/Sprint  Spectrum
                  Procurement and  Services  Contract, dated as of July 15, 1996
                  between  Sprint  Spectrum  Equipment Company, L.P. and  Lucent
                  Technologies, Inc.   Portions  of this  exhibit  (indicated by
                  brackets)  have  been   omitted  pursuant  to  a  request  for
                  confidential treatment.

         (10.3)   Amended and Restated Procurement and Services Contract, dated
                  as  of  October 9, 1996  between  Sprint  Spectrum   Equipment
                  Company, L.P. and Lucent Technologies, Inc.  Portions  of this
                  exhibit (indicated by brackets) have been omitted pursuant  to
                  a request for confidential treatment.

         (10.4)   Amendment No. 1 dated as of February 25, 1997, to the  Amended
                  and Restated  Procurement and Services  Contract  dated  as of
                  October 9, 1996, between  Sprint Spectrum  Equipment  Company,
                  L.P. and Lucent Technologies Inc.

         (10.5)   Amendment No. 2 dated  May 8, 1998  to  Amended  and  Restated
                  Procurement  and  Services  Contract  dated   October 9, 1996,
                  between Lucent Technologies Inc. and Sprint Spectrum Equipment
                  Company,  L.P.   Portions  of  this  exhibit   (indicated   by
                  brackets)   have  been  omitted  pursuant  to  a  request  for
                  confidential treatment.

         (10.6)   PCS Software License and Purchase  Agreement dated  October 8,
                  1996 between Sprint Spectrum Equipment Company,L.P. and Lucent
                  Technologies, Inc.  Portions  of  this  exhibit  (indicated by
                  brackets)  have  been  omitted   pursuant  to  a  request  for
                  confidential treatment.

         (10.7)   Procurement and Services  Contract,  dated  as of  January 31,
                  1996, between MajorCo, L.P. and Northern Telecom Inc. Portions
                  of  this  exhibit  (indicated by brackets)  have been  omitted
                  pursuant to a request for confidential treatment.

         (10.8)   Amendment  No. 2 dated as of  January 29, 1997, between Sprint
                  Spectrum  Equipment  Company, L.P. and  Northern Telecom  Inc.
                  Portions of  this exhibit  (indicated by brackets)  have  been
                  omitted pursuant to a request for confidential treatment.

         (10.9)   Purchase  and  Supply Agreement, dated  as  of  June 21, 1996,
                  between Sprint  Spectrum L.P., QUALCOMM Personal  Electronics,
                  QUALCOMM Incorporated  and Sony Electronics Inc.   Portions of
                  this  exhibit  (indicated  by  brackets)  have   been  omitted
                  pursuant to a request for confidential treatment.

         (10.10)  Amendment No. 1, dated as of October 24, 1996, to the Purchase
                  and Supply Agreement dated as of June 21, 1996, between Sprint
                  Spectrum  L.P.,   QUALCOMM   Personal   Electronics,  QUALCOMM
                  Incorporated  and  Sony  Electronics  Inc.  Portions  of  this
                  exhibit (indicated by brackets) have been omitted pursuant  to
                  a request for confidential treatment.

         (10.11)  Master Agreement, dated as of September 1996,  between  Sprint
                  Communications  Company,  L.P. Sprint  Spectrum  L.P.,  Sprint
                  United Management Company and  Tandy Corporation,  a  Delaware
                  corporation acting by and  through  its  RadioShack  division.
                  Portions of  this exhibit  (indicated by brackets)  have  been
                  omitted pursuant to a request for confidential treatment.

         (27)     Financial Data Schedule

                  (a) June 30, 1999
                  (b) March 31, 1999 Restated
                  (c) December 31, 1998 Restated
                  (d) September 30, 1998 Restated
                  (e) June 30, 1998 Restated
                  (f) March 31, 1998 Restated
                  (g) December 31, 1997 Restated
                  (h) September 30, 1997 Restated
                  (i) June 30, 1997 Restated
                  (j) March 31, 1997 Restated
                  (k) December 31, 1996 Restated

(b)      Reports on Form 8-K

         Sprint Spectrum filed a Current Report on Form 8-K dated June 13, 1999,
         in  which  it  reported  that  Deloitte & Touche LLP,  the  independent
         auditors   for   Sprint   Spectrum   Holding  Company,  L.P.,  and  its
         subsidiaries,   including  Sprint  Spectrum,   had  been  replaced   by
         Ernst & Young LLP.




<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
                      Chief Financial Officer
                      Principal Financial Officer



Date:  August 16, 1999



<PAGE>
<TABLE>
<CAPTION>


                                                                                                             Part I.
                                                                                                             Item 1.
Sprint Spectrum Finance Corporation
--------------------------------------------------------------------------------------------------------------------
BALANCE SHEETS (Unaudited)

                                                                                        June 30,     December 31,
                                                                                          1999           1998
--------------------------------------------------------------------------------------------------------------------

Liabilities and Shareholder's Equity
<S>                                                                                  <C>             <C>
Payable to Sprint Spectrum, L.P.                                                     $     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,  a wholly  owned  subsidiary  of  Sprint
Spectrum L.P., was  formed to be  a co-obligor  of certain  securities issued by
Sprint Spectrum.  Sprint Spectrum Finance Corporation has nominal assets and did
not conduct any operations during 1999 and 1998.  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


Sprint Spectrum Finance Corporation had no operations during 1999 and 1998.






                                                                         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 June 30, 1999.

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 June 30, 1999.

Item 6.  Exhibits and Reports on Form 8-K

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

         (3.1)      Certificate  of  Incorporatio  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).

         (27)       Financial Data Schedule

                    (a)    June 30, 1999

(b)      Reports on Form 8-K

         Sprint Spectrum Finance Corporation filed a Current  Report on Form 8-K
         dated June 13, 1999, in which it  reported that  Deloitte & Touche LLP,
         the independent auditors for Sprint Spectrum Holding Company, L.P., and
         its  subsidiaries, including  Sprint  Spectrum Finance Corporation, had
         been replaced by Ernst & Young LLP.


<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
                      Vice President, Treasurer and Director
                      Principal Financial Officer


Date:  August 16, 1999