EXHIBIT 10.3



                       ASSIGNMENT AND ACCEPTANCE AGREEMENT

         THIS ASSIGNMENT AND ACCEPTANCE  AGREEMENT  ("Agreement") made as of the
30th day of September,  1996, by and between Sprint  Spectrum  Holding  Company,
L.P., a limited  partnership  organized  under the laws of the state of Delaware
("Assignor"),  and Sprint Spectrum L.P., a limited  partnership  organized under
the laws of the state of Delaware ("Assignee");

                                   WITNESSETH:

         WHEREAS,  prior to the execution and delivery of this Agreement  Sprint
Communications  Company,  L.P.  ("Sprint") granted certain rights to Assignor to
use the trademarks  "Sprint" with the related  "Diamond" logo,  "Sprint PCS" and
"Sprint Personal Communications Services",  pursuant to the Amended and Restated
Sprint  Trademark  Agreement,  dated  January 31, 1996,  as amended by the First
Amendment dated September 26, 1996, copies of which are attached hereto and made
a part hereof (as amended, the "Assigned Agreement");

         WHEREAS,  Assignor  desires to assign to Assignee all of the rights and
obligation granted to or incurred by Assignor under the Assigned Agreement; and

         WHEREAS, Assignee wishes to accept the assignment by Assignor of all of
the rights granted to Assignor under the Assigned Agreement and to assume all of
the obligations of Assignor thereunder;

         NOW THEREFORE,  Assignor and Assignee,  in  consideration of the mutual
agreement  contained herein and for other good and valuable  consideration,  the
receipt and adequacy of which hereby are acknowledged by the parties hereto,  do
hereby agree as follows:

         1.  Assignor hereby assigns,  transfers and conveys  to Assignee all of
the Assignor's interest in and rights under the Assigned Agreement.

         2. Assignee  agrees to accept and does hereby accept the  assignment to
Assignee of the Assigned  Agreement,  and Assignee  hereby  further agrees to be
bound by all of the  terms  and  conditions  of the  Assigned  Agreement  and to
assume, perform and discharge all of the obligations and liabilities of Assignor
in connection with the Assigned Agreement, of whatever kind and description, and
to perform them in accordance with their terms.

         3.  Assignor hereby represent and warrants to Assignee that:

         (a)  Assignor  has the right to assign all of the rights  granted to it
under the Assigned Agreement in accordance with the terms and conditions hereof.
Assignor  is in  compliance  with  and has not  breached  any of the  terms  and
conditions  of the Assigned  Agreement,  and the Assigned  Agreement is and will
remain  in full  force  and  effect  notwithstanding  the  assignment  hereby to
Assignee.

         (b) Assignor is a partnership duly formed, validly existing and in good
standing under the laws of the State of Delaware.  Assignor has the  partnership
power and  authority  to execute and deliver this  Agreement  and to perform its
obligations  hereunder  and the  execution,  delivery  and  performance  of this
Agreement have been duly authorized by all necessary  partnership  action.  This
Agreement  constitutes  the legal,  valid and  binding  obligation  of  Assignor
enforceable  against  Assignor  in  accordance  with its  terms,  subject  as to
enforceability  to limits  imposed by  bankruptcy,  insolvency  or similar  laws
affecting   creditors'  rights  generally  and  the  availability  of  equitable
remedies.

         (c) The execution,  delivery and performance of this Agreement will not
(i) conflict with, violate or result in a breach of any of the terms, conditions
or  provisions  or  any  law,  regulation,  order,  writ,  injunction,   decree,
determination or award of any court, any governmental department,  board, agency
or  instrumentality,  domestic  or foreign,  or any  arbitrator,  applicable  to
Assignor,  (ii) conflict  with,  violate,  result in a breach of or constitute a
default under any of the terms conditions or provision of Assignor's partnership
agreement or of any material agreement or instrument to which Assignor is or may
(including the Assigned Agreement) or by which Assignor is or may be bound or to
which any of its material  properties or assets is subject  (other that any such
conflict, violation, breach or default that has been validly and unconditionally
waived),  (iii)  conflict with,  violate,  result in a breach of or constitute a
default  under  (whether  with notice or lapse of time or both),  accelerate  or
permit the  acceleration  of the  performance  required  by,  give to others any
material  interest or rights or require any consent,  authorization  or approval
under any indenture,  mortgage,  lease agreement or instrument to which Assignor
is a party  or by which  Assignor  is or may be  bound,  or (iv)  result  in the
creation of imposition or any lien upon any of the material properties or assets
of  Assignor,  which in any such case could  reasonably  be  expected  to have a
material adverse effect on Assignor's or to materially impair Assignor's ability
to perform its obligations under this Agreement.

         (d) Any registration, declaration or filing with, or consent, approval,
license,  permit  or  other  authorization  or order  by,  any  governmental  or
regulatory  authority,  domestic or foreign,  that is required to be obtained by
Assignor in connection  with the valid  execution,  delivery and  performance by
Assignor under this Agreement has been or will be completed, made or obtained.

         (e) The representation and warranties provided for under this paragraph
3 will survive the execution and delivery of this Agreement.

         4. Assignee acknowledges Assignor has previously (i) requested pursuant
to Article 15 of the  Assigned  Agreement  that  Sprint  grant  licenses  to Cox
Communications  PCS,  L.P.  and  American  PCS,  L.P.  for  operation  of  their
respective  operations and (ii) agreed to permit such parties to have the rights
with  respect  to their  operations  (similar  to Section  15.3 of the  Assigned
Agreement) to request that Sprint grant additional licenses within the territory
covered  by their  license,  Assignee  agrees  to be bound by such  request  and
agreements of Assignor.

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

                                           SPRINT SPECTRUM HOLDING COMPANY, L.P.

                                           By: /s/ Joseph M. Gensheimer
                                           Name:  Joseph M. Gensheimer
                                           Title:  General Counsel


                                           SPRINT SPECTRUM L.P.

                                           By: /s/ Joseph M. Gensheimer
                                           Name:  Joseph M. Gensheimer
                                           Title: General Counsel

                                      * * *


<PAGE>



                              CONSENT TO ASSIGNMENT

         Pursuant to Section 15.1 of the  Assigned  Agreement,  the  undersigned
hereby  consents and agrees to the  assignment  of the Assigned  Agreement  made
pursuant to the  Agreement  (pursuant to which  Assignee has become the Licensee
(as defined in the  Assigned  Agreement)  under the Assigned  Agreement  for all
purposes),  and  agrees  that  Assignor  is  hereby  released  from any  further
liability or obligation under the Assigned Agreement. The undersigned has caused
this  consent to be executed by its duly  authorized  representative  as of this
30th day of September, 1996.

                                            SPRINT COMMUNICATIONS COMPANY, L.P.

                                            By: /s/ Don A. Jensen
                                            Name:  Don A. Jensen
                                            Title:  Vice President, Law