UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended          MARCH 31, 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  May 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 MARCH 31, 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 - 10

         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 - 16

     Item 2b.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations - Sprint Spectrum 
         Finance Corporation........................................       17

                       Part II - Other Information

     Item 1.  Legal Proceedings.....................................       18

     Item 2.  Changes in Securities.................................       18

     Item 3.  Defaults On Senior Securities.........................       18

     Item 4.  Submission of Matters to a Vote of Security Holders...         18

     Item 5.  Other Information.....................................       18

     Item 6.  Exhibits and Reports on Form 8-K......................     18 - 19

               Signature............................................     20 - 21

               Exhibits





<PAGE>

<TABLE>
<CAPTION>


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

                                                                                      March 31,          December 31,
                                                                                         1997               1996
                                                                              ------------------------------------------
                                                                                     (Unaudited)
                                  ASSETS

CURRENT ASSETS:
<S>                                                                           <C>                   <C>
   Cash and cash equivalents.........................................         $      70,317         $      49,988
   Accounts receivable, net..........................................                 7,183                 3,310
   Receivable from affiliates........................................                 6,810                14,021
   Inventory.........................................................               129,627                72,414
   Prepaid expenses and other assets.................................                23,263                14,260
                                                                              -----------------     ---------------
     Total current assets............................................               237,200               153,993

INVESTMENT IN PCS LICENSES, net......................................             2,122,867             2,122,908

PROPERTY, PLANT AND EQUIPMENT, net...................................             2,062,711             1,408,680

MICROWAVE RELOCATION COSTS, net......................................               176,715               135,802

OTHER ASSETS, net....................................................                87,672                77,383

                                                                              -----------------     ---------------
TOTAL ASSETS.........................................................       $      4,687,165        $   3,898,766
                                                                              =================     ===============

                    LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable..................................................         $      138,032        $     196,146
   Payable to affiliates.............................................                  4,204                5,626
   Accrued expenses..................................................                 84,419               59,200
   Current maturities of long-term debt..............................                  5,051                5,049
                                                                              -----------------     ---------------
     Total current liabilities.......................................                231,706              266,021

LONG-TERM COMPENSATION OBLIGATION....................................                 15,786               11,356

CONSTRUCTION OBLIGATIONS.............................................              1,077,903              714,934
  
LONG-TERM DEBT.......................................................              1,324,162              686,192

COMMITMENTS AND CONTINGENCIES

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

PARTNERS' CAPITAL AND ACCUMULATED DEFICIT:
   Partners' capital.................................................              2,773,793            2,767,564
   Deficit accumulated during the development stage..................               (741,185)            (552,301)
                                                                              -----------------     ---------------
     Total partners' capital.........................................              2,032,608            2,215,263

                                                                              -----------------     ---------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL..............................       $      4,687,165        $   3,898,766
                                                                              =================     ===============


See notes to condensed consolidated financial statements
                                                       
                                       1
</TABLE>

<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 
                                                                                                     inception) to
                                                                    Three Months Ended March 31,       March 31,   
                                                                      1997                1996            1997
----------------------------------------------------------    --------------    --------------     -----------------

OPERATING REVENUES:
<S>                                                        <C>                  <C>                <C>         
 Service..............................................     $         783        $       -          $        816
 Equipment............................................             8,684                -                12,826
                                                              --------------    --------------     -----------------

     Total operating revenues.........................             9,467                -                13,642

OPERATING EXPENSES:
 Cost of service......................................            22,405                  5              44,333
 Cost of equipment....................................            26,409                -                40,557
 Selling..............................................            12,639                 63              51,129
 General and administrative...........................           104,446             30,656             446,256
 Depreciation and amortization........................            34,382                254              45,906
                                                              --------------    --------------     -----------------

     Total operating expenses.........................           200,281             30,978             628,181

       LOSS FROM OPERATIONS...........................          (190,814)           (30,978)           (614,539)

       OTHER INCOME (EXPENSE):
   Interest income....................................               902                -                 9,523
   Interest expense...................................               (94)              (358)               (643)
   Other income ......................................             1,122                143               2,964
   Equity in loss of unconsolidated partnership                      -              (36,232)           (138,490)
                                                                                                                                    
                                                              --------------    --------------      ----------------

     Total other income (expense).....................             1,930            (36,447)           (126,646)

                                                              --------------    --------------     -----------------
       NET LOSS.......................................     $    (188,884)       $   (67,425)       $   (741,185)   
                                                              ==============    ==============     =================






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


<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, 
                                                                    Three Months Ended           1994 (date of
                                                                         March 31,               inception) to
                                                              -----------------------------        March 31,
                                                                  1997               1996             1997
---------------------------------------------------------------------------------------------------------------


CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                          <C>                 <C>            <C>           
Net loss                                                     $   (188,884)       $ (67,425)     $    (741,185)
Adjustments to reconcile net loss to net cash provided 
     by (used in) operating activities:
     Equity in loss of unconsolidated partnership.........            -             36,232            138,490
     Depreciation  and amortization.......................         34,382              254             45,906
     Amortization of debt discount and issuance costs.....         10,959              -               24,967
     Loss on disposal of non-network equipment............            -                -                   31
     Changes in assets and liabilities:
        Receivables.......................................          3,338           (1,289)           (13,993)
        Inventory.........................................        (57,213)             -             (129,627)
        Prepaid expenses and other assets.................         (1,482)             (38)           (23,278)
        Accounts payable and accrued expenses.............        (30,317)          47,453            230,655
        Long-term compensation obligation.................          4,430            2,391             15,786
                                                                ------------    -------------   ---------------
Net cash provided by (used in) operating activities.......       (224,787)          17,578           (452,248)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures......................................       (335,908)         (44,486)        (1,051,971)
Microwave relocation costs................................       (28,179)              -             (151,533)
Purchase of PCS licenses..................................           -                 -           (2,124,594)
Investment in unconsolidated partnership..................           -                 -             (131,752)
Loan to unconsolidated partnership........................           -             (83,000)          (172,655)
                                                                ------------    -------------   ---------------
Net cash used in investing activities.....................       (364,087)        (127,486)        (3,632,505)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt and vendor financing.........        629,214              -            1,303,415
Payments on long-term debt................................            (11)             -                 (35)
Debt issuance costs.......................................        (20,000)             -              (91,791)
Limited partner interest in consolidated subsidiary.......            -                -                5,000
Borrowings from affiliates................................            -                -                5,000
Partner capital contributions.............................            -            111,904          2,966,315
Dividends paid............................................            -                -              (32,834)
                                                                ------------    -------------   ---------------
Net cash provided by financing activities.................        609,203          111,904          4,155,070

                                                                ------------    -------------   ---------------
INCREASE IN CASH AND CASH EQUIVALENTS.....................         20,329            1,996             70,317

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

                                                                ------------    -------------   ---------------
CASH AND CASH EQUIVALENTS, End of period..................   $     70,317        $   3,119        $    70,317
                                                                ============    =============   ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid, net of amount capitalized.................... $         25        $     -          $       348

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 three months ended 
     March 31, 1997

-    Capital expenditures and microwave relocation costs of
     $364,087 and $1,203,504 for the three months and cumulative
     period ended March 31, 1997 are net of construction obligations
     of $362,969 and $1,077,903, respectively, to be financed




See notes to condensed consolidated financial statements

                                       3
</TABLE>


<PAGE>



                                                                         PART I.
                                                                        Item 1a.

                              SPRINT SPECTRUM L.P.
                        (A Development Stage Enterprise)
        Notes to Consolidated Condensed Financial Statements (Unaudited)


The information  contained in this Form 10-Q for the three-month interim periods
ended March 31, 1997 and 1996 and the  cumulative  period from  October 24, 1994
(date of  inception)  to March 31,  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 consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed or omitted.  The results of operations  for the
three  months  ended  March  31,  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"),  Comcast  Corporation  ("Comcast") and Cox  Communications,  Inc.
("Cox", and together with Sprint, TCI and Comcast, the "Parents"), respectively.
The Company and certain other affiliated  partnerships  offer services as Sprint
PCS.

The Partners of the Company have the following  ownership  interests as of March
31, 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,   L.P.
("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 also 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  securing  financing to complete network
construction and fund initial operations, successfully deploying the PCS network
and  attaining  profitable  levels of market  demand for  Company  products  and
services.

                                        4

<PAGE>


2.   Summary of Significant Accounting Policies

Basis  of  Presentation  - Prior to July 1,  1996,  substantially  all  wireless
operations of the Company and subsidiaries  and Holdings and  subsidiaries  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., EquipmentCo
and RealtyCo (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 of the separate  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 sold to a customer or an unaffiliated agent.

Accounts  Receivable - Accounts  receivable are net of an allowance for doubtful
accounts  of  approximately  $1.2  million  and  $202,000  at March 31, 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 $9.0 million and $1.7 million as of March
31, 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.

                                        5


<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 March 31, 1997 and December 31, 1996 was  approximately
$64,709,000 and $30,461,000, 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  statement of operations for the three months ended
March 31, 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 three months
ended March 31, 1997 and 1996,  Sprint  Communications  received  agency fees of
approximately $3.3 million and $8,000, 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 March 31, 1997 and December 31, 1996 is
summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                                                March 31,           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 $205,732 and $214,501 at
     March 31, 1997 and December 31, 1996, respectively           294,268               285,499
Credit facility - term loans                                      300,000               150,000
Credit facility - revolving credit                                200,000                  -
Vendor financing                                                  279,214                  -
Note payable to affiliate due in 1997                               5,000                 5,000
Other                                                                 731                   742
                                                            -------------------  -----------------

Total debt                                                      1,329,213               691,241
Less current maturities                                             5,051                 5,049
                                                            -------------------  -----------------

Long-term debt                                              $  1,324,162         $      686,192
                                                            ===================  =================
</TABLE>


                                        6


<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 March 31, 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 March 31,
1997, $200 million had been drawn at a weighted  average  interest rate of 8.22%
and $250 million remained  available.  Commitment fees for the revolving portion
of the  agreement  are  payable  quarterly  based on  average  unused  revolving
commitments.  Subsequent to March 31, 1997,  the Company  borrowed an additional
$40 million under the revolving credit facility.

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.

Nortel has committed to provide financing in two phases. During the first phase,
Nortel will  finance up to $800  million.  Under the second  phase,  Nortel will
finance  up to an  additional  $500  million  upon the  achievement  of  certain
operating  and financial  conditions.  As of March 31, 1997, $5 million had been
borrowed  at an interest  rate of 8.73% with $755  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 March 31,  1997,  the  Company  borrowed  an
additional $90.9 million under the Nortel facility.

Lucent has committed to financing up to $1.5 billion through  December 31, 1997,
and up to an aggregate of $1.8 billion  thereafter.  The Company pays a facility
fee on the  daily  amount of loans  outstanding  under  the  agreement,  payable
quarterly.  The Lucent agreement terminates June 30, 2001. As of March 31, 1997,
the Company had borrowed approximately $274 million under the Lucent facility at
a weighted  average  interest rate of 8.72%.  Subsequent to March 31, 1997,  the
Company borrowed an additional $32.7 million under the Lucent facility.

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




                                       7


<PAGE>



                                                                         Part I.
                                                                        Item 1b.

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


                                         March 31,          December 31,
                                           1997                1996
--------------------------------------------------------------------------------
                                       (Unaudited)
                              ASSETS

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
                                        ===========           ==============


See notes to condensed financial statements

                                        8


<PAGE>

                                                                         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
                                         Three Months        (date of inception)
                                           Ended               to March 31,
                                        March 31, 1997             1997
                                       ---------------      --------------------

Operating Revenues...................   $     -             $      -

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

Net Loss.............................   $     -             $      -
                                        ==============      ====================

















See notes to condensed financial statements

                                        9


<PAGE>

                                                                         Part I.
                                                                        Item 1b.

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



                                                                     From date
                                                   Three Months     of inception
                                                      Ended         to March 31,
                                                  March 31, 1997      1997
                                                 ----------------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
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

                                       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-month  interim period
ended  March 31,  1997 and the  cumulative  period  from May 21,  1996  (date of
inception) to March 31, 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 three months
ended March 31, 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.




                                       11


<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 Sprint Spectrum 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 effects of vigorous  competition  in the markets in which the 
         Company will  operate;  
     -   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; 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  providers.  Pursuant  to
affiliation  agreements,  each  affiliated  PCS  service  provider  will use the
Sprint(R) (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  indirectly 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
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

                                       12


<PAGE>

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 of the initial  launch
period  (approximately  the end of the  summer  of  1997) is  expected  to reach
approximately  57% of the  Pops  in all of  the  Company's  license  areas  with
coverage in the individual  license areas ranging from 19% to 90%. The timing of
launch in individual markets will be determined by various factors,  principally
zoning and microwave relocation factors,  equipment delivery schedules and local
market and competitive considerations. 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 and fund initial operations
and  operating  losses,  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 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  $5.1 billion had been expended as of March 31, 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 $2.3 billion

                                       13



<PAGE>



through March 31, 1997.  Estimated  capital  expenditures  have increased due to
changes  in  the  nature  of  certain  network  elements,   actual  construction
experience to date and additional network capacity requirements.  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.  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 March 31, 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 March 31, 1997, $200 million had
been borrowed and $250 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  equipment vendors. Nortel has
agreed to provide up to $1.3  billion in senior  secured  loans,  and Lucent has
agreed to  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)

                                       14



<PAGE>



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 March 31, 1997, the Company used cash of $225
million in operating  activities,  which consisted of the operating loss of $189
million,  an increase in  inventory  of $57 million and  decreases  in payables,
accrued expenses and long-term  accruals of $26 million.  Cash used in investing
activities  totaled  $364  million,   consisting  of  capital  expenditures  and
microwave relocation costs.

                                       15



<PAGE>



Results of Operations

For the Three Months Ended March 31, 1997

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  gross profit 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 are incurred during the
network buildout and testing phases.  As markets launch,  the costs are incurred
to provide service in the related markets.

Selling expenses increased to $12.6 million for the three months ended March 31,
1997 compared to the three months ended March 31, 1996 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.

General and  administrative  expenses increased from $30.7 million for the three
months  ended March 31, 1996 to $104.4  million for the three months ended March
31, 1997 due principally to increases in salary and related  benefits,  computer
equipment and related expenses and  professional  and consulting fees.  Salaries
and benefits and 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  expense increased from $0.3 million for the three
months  ended March 31, 1996 to $34.4  million for the three  months ended March
31,  1997  as  certain  network   equipment  has  been  placed  in  service  and
amortization  of PCS licenses  and  microwave  relocation  costs in the launched
markets commenced.


For the Three Months Ended March 31, 1996

The Company  incurred a loss of $67 million for the three months ended March 31,
1996,  which  includes  equity in loss of an  unconsolidated  subsidiary  of $36
million.  There was no amortization of licenses during the period as PCS service
had not been launched commercially.

                                       16

<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.  See  FinCo's  notes to  financial  statements  for a
discussion  of the  securities  with  respect  to  which  FinCo  is  serving  as
co-obligor.


                                       17



<PAGE>




                                                                        PART II.
                                                               Other Information

Item 1.  Legal Proceedings.

         There were no  reportable  events  during the  quarter  ended March 31,
         1997.

Item 2.  Changes in Securities.

         There were no  reportable  events  during the  quarter  ended March 31,
         1997.

Item 3.  Defaults Upon Senior Securities.

         There were no  reportable  events  during the  quarter  ended March 31,
         1997.

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

         There were no  reportable  events  during the  quarter  ended March 31,
         1997.

Item 5.  Other Information.

         There were no  reportable  events  during the  quarter  ended March 31,
         1997.

Item 6.  Exhibits and Reports of 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 Form S-1 Registration Statement,
                  Registration 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 January 31, 1996, among Sprint Spectrum, L.P. (renamed 
                  Sprint Enterprises, 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 
                  MajorCo, 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 S-1 Registration  Statement,  Registration No. 333-06609,
                  the form of which was filed on July 30, 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 S-1 Registration Statement,  Registration No. 333- 06609,
                  the form of which was filed on July 30, 1996).
         4.4      Form of Senior Discount Note (included in Exhibit 4.3).

                                       18


<PAGE>

         10.1     PCS Software  License and Purchase  Agreement dated October 8,
                  1996  between  Sprint  Spectrum  Equipment  Company,  L.P. and
                  Lucent  Technologies  Inc. The omitted  portions  indicated by
                  brackets have been  separately  filed with the  Securities and
                  Exchange  Commission  pursuant to a request  for  confidential
                  treatment  under Rule 24b-2 of the Securities and Exchange Act
                  of 1934, as amended.
         10.2     Amendment  No. 1 dated as of February 25,1 997, to the Amended
                  and Restated Procurement Services Contract dated as of October
                  9, 1996, between Sprint Spectrum  Equipment Company,  L.P. and
                  Lucent  Technologies  Inc. The omitted  portions  indicated by
                  brackets have been  separately  filed with the  Securities and
                  Exchange  Commission  pursuant to a request  for  confidential
                  treatment  under Rule 24b-2 of the Securities and Exchange Act
                  of 1934, as amended.
         10.3     Amendment No. 2 dated as of January 29, 1997, to the Procure-
                  ment and Services Contract dated as of January 31,1996, be-
                  tween Sprint Spectrum Equipment Company, L.P. and Northern 
                  Telecom Inc.  The omitted portions indicated by brackets have 
                  been separately filed with the Securities and Exchange 
                  Commission pursuant to a request for confidential treatment 
                  under Rule 24b-2 of the Securities and Exchange Act of 1934, 
                  as amended.
         10.4     Employment Agreement dated January 21, 1997, between Sprint 
                  Spectrum L.P. and Charles E. Levine.
         27       Financial data schedule

         (b) No reports on Form 8-K were filed during the quarter ended March
             31, 1997.

                                       19


<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/  John W. Meyer
                                                  John W. Meyer
                                                  Vice President and Controller



Dated:  May 13, 1997


                                       20

<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)





                                           By     /s/  John W. Meyer
                                                  John W. Meyer
                                                  Vice President and Controller



Dated:  May 13, 1997


                                       21