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 SEPTEMBER 30, 1997

                                       OR

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

                        For the transition period from to

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

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

                               DELAWARE 48-1165245
                               DELAWARE 43-1746537
          (State or other jurisdiction of incorporation (IRS Employer
                      or organization) Identification No.)

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

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


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes      X                 No

As of November 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 SEPTEMBER 30, 1997

                                      INDEX

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

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

     Item 1a.  Financial Statements - Sprint Spectrum L.P........         1 - 7

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

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

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

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

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

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

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

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

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

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

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

Part II - Other Information

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

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

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

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

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

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

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

Exhibits









<PAGE>
<TABLE>


                                                                                                            PART I.
                                                                                                           Item 1a.

                                               SPRINT SPECTRUM L.P.
                                       CONSOLIDATED CONDENSED BALANCE SHEETS
                                                  (In Thousands)

                                                                             September 30,          December 31,
                                                                                 1997                   1996
                                                                           ------------------ --- ------------------
---------------------------------------------------------------------- ---
                                                                              (Unaudited)
                               ASSETS
<S>                                                                        <C>                   <C>

CURRENT ASSETS:
   Cash and cash equivalents......................................     $            71,557    $             49,988
   Accounts receivable, net.......................................                  66,945                   3,310
   Receivable from affiliates.....................................                  32,262                  14,021
   Inventory......................................................                  80,240                  72,414
   Prepaid expenses and other assets..............................                  24,754                  14,260
                                                                           ------------------     ------------------
     Total current assets.........................................                 275,758                 153,993

INVESTMENT IN PCS LICENSES, net...................................               2,099,153               2,122,908

PROPERTY, PLANT AND EQUIPMENT, net................................               2,819,871               1,408,680

MICROWAVE RELOCATION COSTS, net...................................                 229,135                 135,802

OTHER ASSETS, net.................................................                 107,680                  77,383

                                                                           ==================     ==================
TOTAL ASSETS......................................................     $         5,531,597    $          3,898,766
                                                                           ==================     ==================

                  LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable...............................................     $           225,669    $            196,146
   Payable to affiliates..........................................                   2,981                   5,626
   Accrued expenses...............................................                 194,795                  59,200
   Current maturities of long-term debt ..........................                  11,228                   5,049
                                                                           ------------------     ------------------
     Total current liabilities....................................                 434,673                 266,021

LONG-TERM COMPENSATION OBLIGATION.................................                  24,844                  11,356

CONSTRUCTION OBLIGATIONS..........................................                 864,840                 714,934

LONG TERM DEBT....................................................               2,423,211                 686,192

COMMITMENTS AND CONTINGENCIES

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

PARTNERS' CAPITAL AND ACCUMULATED DEFICIT:
   Partners' capital..............................................               3,228,793               2,767,564
   Accumulated deficit............................................              (1,449,764)               (552,301)
                                                                           ------------------     ------------------
     Total partners' capital......................................               1,779,029               2,215,263

                                                                           ==================     ==================
TOTAL LIABILITIES AND PARTNERS' CAPITAL...........................     $         5,531,597    $          3,898,766
                                                                           ==================     ==================



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

<PAGE>
<TABLE>



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




                                                      Three Months Ended                    Nine Months Ended
                                                        September 30,                         September 30,
                                              -----------------------------------   -----------------------------------
                                                   1997               1996               1997               1996
------------------------------------------    ---------------    ----------------   ----------------   ----------------
<S>                                           <C>                <C>                <C>                <C>     

OPERATING REVENUES:
   Service.............................   $          41,188  $               -   $         50,554    $             -
   Equipment...........................              31,346                  -             56,833                  -
                                              ---------------    ----------------   ----------------   ----------------
     Total operating revenues..........              72,534                  -            107,387                  -

OPERATING EXPENSES:
   Cost of service.....................              43,441              3,880            100,729              6,979
   Cost of equipment...................             122,569                  -            201,402                  -
   Selling, general and administrative.             205,172             82,058            471,748            156,197
   Depreciation and amortization.......              84,054              1,197            184,736              1,835
                                              ---------------    ----------------   ----------------   ----------------
     Total operating expenses..........             455,236             87,135            958,615            165,011

LOSS FROM OPERATIONS...................            (382,702)           (87,135)          (851,228)          (165,011)

OTHER INCOME (EXPENSE):
   Interest, net ......................             (39,243)             3,445            (50,140)             4,043
   Other income........................               1,031                355              3,906                570
   Equity in loss of unconsolidated
     partnership.......................                   -            (11,152)                 -            (92,284)
                                              ---------------    ----------------   ----------------   ----------------

     Total other income (expense)......             (38,212)            (7,352)           (46,234)           (87,671)

                                              ===============    ================   ================   ================
NET LOSS...............................   $        (420,914) $         (94,487)  $       (897,462)   $      (252,682)
                                              ===============    ================   ================   ================



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



                                                                                                               PART I.
                                                                                                              Item 1a.
                              SPRINT SPECTRUM L.P.
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In Thousands)

                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                          -----------------------------------------------
                                                                                   1997                    1996
      ------------------------------------------------------------------  ----------------------   ----------------------
<S>                                                                       <C>                       <C>         

      CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss...................................................... $           (897,462)   $             (252,682)
         Adjustments to reconcile net loss to net cash provided by
              (used in) operating activities:
           Equity in loss of unconsolidated partnership................                    -                    92,284
           Depreciation and amortization of property and intangibles...              184,736                     1,835
           Amortization of debt discount and issuance costs............               35,328                     3,706
           Changes in assets and liabilities:
             Receivables...............................................              (81,876)                   (8,960)
             Inventory.................................................               (7,826)                        -
             Prepaid expenses and other assets.........................               (8,984)                  (10,092)
             Accounts payable and accrued expenses.....................              167,972                    64,141
             Long term compensation obligation.........................               13,488                     7,125
                                                                          ----------------------
                                                                                                   ----------------------
               Net cash used in operating activities...................             (594,624)                 (102,643)

      CASH FLOWS FROM INVESTING ACTIVITIES:
         Capital expenditures..........................................           (1,418,018)                 (356,059)
         Microwave relocation costs....................................              (96,852)                  (72,039)
         Loan to unconsolidated partnership............................                    -                  (172,000)
                                                                          ----------------------   ----------------------
               Net cash used in investing activities...................           (1,514,870)                 (600,098)

      CASH FLOWS FROM FINANCING ACTIVITIES:
         Net borrowing under revolving credit agreement................              370,000                         -
         Proceeds from long-term debt and vendor financing.............            1,327,553                   524,200
         Payments on long-term debt....................................               (1,490)                      (11)
         Debt issuance costs...........................................              (20,000)                  (12,769)
         Partner capital contributions.................................              455,000                   669,509
         Dividends paid................................................                    -                   (19,015)
                                                                          ----------------------   ----------------------
               Net cash provided by financing activities...............            2,131,063                 1,161,914

                                                                          ----------------------   ----------------------
      INCREASE  IN CASH AND CASH EQUIVALENTS...........................               21,569                   459,173

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

                                                                          ----------------------   ----------------------
      CASH AND CASH EQUIVALENTS, End of period......................... $             71,557    $              460,296
                                                                          ======================   ======================

      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
          Interest paid, net of amount capitalized..................... $             12,226    $                    -

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

      - Accrued interest of $24,820 was converted to vendor financing
        during the nine months ended September 30, 1997.

      - Capital  expenditures of $1,418,018 for the nine month period
        ended September 30, 1997 are net of construction obligations
        of $149,906.



</TABLE>

See notes to consolidated condensed financial statements.
                                                     

<PAGE>



                                                                         PART I.
                                                                        Item 1a.
                              SPRINT SPECTRUM L.P.
           Notes to Consolidated Condensed Financial Statements (Unaudited)


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

Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed or omitted.  The results of operations  for the
nine months  ended  September  30, 1997 are not  necessarily  indicative  of the
operating  results  that may be expected  for the year ended  December 31, 1997.
These unaudited  consolidated  condensed financial  statements should be read in
conjunction  with the  consolidated  financial  statements and the notes thereto
included in the Company's 1996 Annual Report on Form 10-K.

1.    Organization

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

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

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

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

Emergence  from  Development  Stage  Company - Prior to the third  quarter,  the
Company reported its operations as a development stage  enterprise.  The Company
has commenced service in the majority of the MTAs in which it owns a license. As
a result,  the balance sheet and  statements of operations and of cash flows are
no longer presented in development stage format.


<PAGE>



2.    Summary of Significant Accounting Policies

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

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

Cost of Equipment - The Company uses  multiple  methods of  distribution  of its
inventory  in each of its markets  including  third-party  national and regional
retailers,   Company-owned   retail   stores,   its  direct   sales   force  and
telemarketing. Cost of equipment varies by distribution channel and includes the
cost of multiple models of handsets, related accessory equipment and warehousing
and shipping expenses.

Accounts  Receivable - Accounts  receivable are net of an allowance for doubtful
accounts of  approximately  $3.8 million and $202,000 at September  30, 1997 and
December 31, 1996, respectively.

Investment  in PCS Licenses and Other  Intangibles  - During 1994 and 1995,  the
Federal  Communications  Commission  ("FCC")  auctioned PCS licenses in specific
geographic  service areas. The FCC grants licenses for terms of up to ten years,
and  generally  grants  renewals if the licensee  has complied  with its license
obligations.  The  Company  believes  it has  and  will  continue  to  meet  all
requirements  necessary to secure  renewal of its PCS licenses.  The Company has
also incurred costs associated with microwave  relocation in the construction of
the PCS network.  Amortization  of PCS licenses and microwave  relocation  costs
will commence as each service area becomes  operational,  over estimated  useful
lives of 40 years.  Accumulated  amortization  for PCS  licenses  and  microwave
relocation  costs  totaled  approximately  $35.2  million and $1.7 million as of
September 30, 1997 and December 31, 1996, respectively.

Capitalized  Interest -  Interest  costs  associated  with the  construction  of
capital  assets  (including  the PCS  licenses)  incurred  during  the period of
construction are capitalized.  The total interest  capitalized for the three and
nine months ended September 30, 1997 was  approximately  $16.9 million and $87.2
million, respectively.

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

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

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



<PAGE>


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 nine months
ended September 30, 1997 and 1996, Sprint Communications received agency fees of
approximately $8.6 million and $2.5 million, 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 September 30, 1997 and December 31, 1996
is summarized as follows (in thousands):
<TABLE>
                                                                           September 30,        December 31,
                                                                               1997                 1996
                                                                          ----------------    -----------------
<S>                                                                       <C>                <C> 

    11% Senior Notes due in 2006                                       $         250,000  $           250,000
    121/2% Senior Discount Notes due in 2006, net of unamortized
        discount of $187,340 and $214,501 at September 30, 1997 and
        December 31, 1996, respectively                                          312,660              285,499
    Credit facility - term loans                                                 300,000              150,000
    Credit facility - revolving credit                                           370,000                    -
    Vendor financing                                                           1,177,553                    -
    Note payable to affiliate due in 1998                                          5,000                5,000
    Other                                                                         19,226                  742
                                                                          ----------------    ------------------

    Total debt                                                                 2,434,439              691,241
    Less current maturities                                                       11,228                5,049
                                                                          ----------------    ------------------

    Long-term debt                                                     $       2,423,211  $           686,192
                                                                          ================    ==================

</TABLE>

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 September 30, 1997, the term loans bear
a weighted  average interest rate of 8.25%. 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 September
30, 1997,  $370 million had been drawn at a weighted  average  interest  rate of
8.49% and $80 million remained  immediately  available.  Commitment fees for the
revolving portion of the agreement are payable quarterly based on average unused
revolving commitments. Subsequent to September 30, 1997, the Company borrowed an
additional $35 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.



<PAGE>


On April 30, 1997, the Company amended the terms of its financing agreement with
Nortel.  The amendment  provides for a syndication  of the financing  commitment
between  Nortel,  several  banks and other vendors (the "Nortel  Lenders").  The
commitment provides financing in two phases.  During the first phase, the Nortel
Lenders  will finance up to $800  million.  Under the second  phase,  the Nortel
Lenders will finance up to an additional  $500 million upon the  achievement  of
certain  operating and  financial  conditions.  As of September  30, 1997,  $506
million  had been  borrowed  at an  interest  rate of 8.98%  with  $294  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 September  30, 1997,  the
Company borrowed an additional $32.8 million under the Nortel facility.

On May 29, 1997, the Company  amended the terms of its financing  agreement with
Lucent.  The amendment  provides for a syndication  of the financing  commitment
between Lucent,  Sprint and other banks and vendors (the "Lucent Lenders").  The
Lucent Lenders have committed to financing up to $1.5 billion  through  December
31,  1997,  and up to an  aggregate  of $1.8  billion  thereafter,  with  Sprint
financing  up to $300  million.  The  Company  pays a facility  fee on the daily
amount of certain loans outstanding under the agreement,  payable quarterly. The
Lucent agreement terminates June 30, 2001. As of September 30, 1997, the Company
had borrowed  approximately $671 million under the Lucent facility at a weighted
average  interest rate of 8.97%.  Subsequent to September 30, 1997,  the Company
borrowed an additional $79.1 million under the Lucent facility.

The Nortel and Lucent  agreements  provide for conversion of accrued interest on
the outstanding  debt into  additional  principal  through  February 8, 1998 and
March 30, 1998, respectively.

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


<PAGE>
<TABLE>






                                                                                                                    Part I.

                                                                                                                   Item 1b.

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


                                                                                September 30,           December 31,
                                                                                    1997                    1996
        ----------------------------------------------------------------- -- -------------------- -- -------------------
                                                                                 (Unaudited)
                                     ASSETS
<S>                                                                         <C>                      <C>  

        Receivable from parent.........................................   $              100      $               100
                                                                             --------------------    -------------------

        TOTAL ASSETS...................................................   $              100      $               100
                                                                             ====================    ===================

                              STOCKHOLDER'S EQUITY

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

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


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


                                                                                                                    Part I.
                                                                                                                   Item 1b.

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



                                                                                Nine Months Ended        Period from
                                                 Three Months Ended                                     Inception to
                                                   September 30,                  September 30,         September 30,
                                         -----------------------------------
                                              1997                1996                1997                  1996
                                         ----------------    ---------------   -------------------    ------------------
<S>                                     <C>                  <C>               <C>                    <C>

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

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

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










</TABLE>



See notes to condensed financial statements.




<PAGE>

<TABLE>

                                                                                                                    Part I.
                                                                                                                   Item 1b.

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


                                                                                  Nine Months             Period from
                                                                                      Ended                Inception to
                                                                                 September 30,           September 30,
                                                                                      1997                    1996
                                                                              ---------------------   ---------------------
<S>                                                                           <C>                      <C>

     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 IN CASH AND CASH EQUIVALENTS.............................                    -                       -

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

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



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





                                                                         Part I.
                                                                        Item 1b.

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


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

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted.  The results of operations  for the nine months
ended September 30, 1997 are not necessarily indicative of the operating results
that may be expected  for the year ended  December  31,  1997.  These  unaudited
condensed financial  statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's 1996 Annual Report on
Form 10-K.



1.    ORGANIZATION

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

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

<PAGE>


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

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

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

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

General

The Company is an 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.

Affiliations and Network Coverage

Holdings owns a limited partnership interest in American PCS, L.P. ("APC").  In 
September 1997, Holdings increased its ownership in APC through additional
capital contributions and will become the managing partner upon  FCC  approval.
APC,  through  subsidiaries,  owns a PCS  license  for and operates a broadband
GSM (global system for mobile communications) PCS system in the Washington D.C./
Baltimore  MTA,  and is in the  process of building a CDMA overlay for its 
existing GSM PCS system. APC has affiliated with the Company and is marketing
its products and services under the Sprint brand name.

Holdings also owns a 49% limited partnership interest in Cox Communications PCS,
L.P.  ("Cox  PCS"),  a limited  partnership  that owns a PCS license for the Los
Angeles-San  Diego MTA covering 21.5 million Pops. Cox, which  previously  owned
this  license,  contributed  the  license to Cox PCS on March 31,  1997,  and is
managing  partner of Cox PCS. The Company signed an  affiliation  agreement with
Cox PCS on December 31, 1996.

The Company also provides 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.

In July, 1997, the Company  announced that it had signed PCS and analog cellular
phone roaming agreements with several major wireless  providers.  The agreements
will  allow  Sprint  PCS  customers  using  Sprint PCS phones to roam on PCS and
analog  cellular  networks of, among others,  Mobility  Canada,  AT&T  Wireless,
PriCellular  Corporation,  Vanguard  Cellular,  and  360(Degree)  Communications
Company when they leave the digital coverage of the Sprint PCS network.

Emergence From Development Stage and Continuing Risk Factors

Prior to the third quarter, the Company reported its operations as a development
stage   enterprise.   During  the  development   stage,   the  Company  incurred
expenditures in conjunction  with PCS license  acquisitions,  initial design and
construction  of the PCS network,  engineering,  marketing,  administrative  and
other start-up  expenses.  The Company has now commenced service in the majority
of the  MTAs in  which  it owns a  license  and  expects  to  continue  to incur
additional  construction costs as it expands coverage in existing license areas.
Additionally,  the Company  will  require  substantial  working  capital to fund
initial operating activities,  including the up-front customer acquisition costs
(including  subsidies  of the  sales of  handsets,  advertising,  and  marketing
promotions).  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,  generating  operating revenues,  and attaining
profitable levels of market demand for the Company's products and services.



Liquidity and Capital Resources

The buildout of the Company's PCS network and the marketing and  distribution of
the Company's  PCS products and services  will  continue to require  substantial
capital. The Company currently estimates that its capital requirements  (capital
expenditures,  the cost of its existing licenses,  working capital, debt service
requirements  and  anticipated  operating  losses) for the period from inception
through the end of 1998 (based on the Company's current plans for its network

<PAGE>

buildout in its current license areas) will total approximately $8.9 billion (of
which  approximately  $6.5 billion had been  expended as of September 30, 1997).
After 1998,  the  Company  will also  require  additional  capital for  coverage
expansion,  volume-driven  network  capacity and other capital  expenditures for
existing  and  new  license  areas  (if  any),  working  capital,  debt  service
requirements and anticipated further operating losses. Costs associated with the
network  buildout  include  switches,  base stations,  towers,  antennae,  radio
frequency   engineering,   cell  site  construction  and  microwave  relocation.
Management estimates that capital expenditures associated with the buildout will
total  approximately  $3.9 billion through 1997,  including $3.2 billion through
September 30, 1997.  Actual  amounts of the funds  required may vary  materially
from these  estimates  and  additional  funds  would be required in the event of
significant  departures from the current business plan,  unforeseen delays, cost
overruns, unanticipated expenses, regulatory changes, engineering design changes
and other technological risks.

The  Company  currently  has  minimal  sources of  revenue  to meet its  capital
requirements  and has relied upon equity  capital  contributions,  advances from
Holdings,  third party debt and public debt. The Holdings partnership  agreement
provides for a planned equity capital to be contributed by the Partners  ("Total
Mandatory  Contributions"),  which  represents  the sum of $4.2  billion,  which
includes  agreed  upon  values  attributable  to the  contributions  of  certain
additional PCS licenses by a Partner.  The Total Mandatory  Contributions amount
is required to be contributed in accordance with capital  contribution  schedule
to be set  forth  in  approved  annual  budgets  if  requested  by the  Holdings
partnership  board (or by the Chief  Executive  Officer of Holdings  pursuant to
authority to be granted in each annual budget or such other  authority as may be
delegated to the Chief Executive Officer by the Holdings partnership board). The
partnership  board of Holdings may request capital  contributions  to be made in
the  absence of an  approved  budget or more  quickly  than  provided  for in an
approved budget, but always subject to the Total Mandatory  Contributions limit.
The proposed budget for 1997 has not yet been approved by the partnership board,
however,  the  Company  is  continuing  to act under the  authority  of the 1996
approved budget as adjusted pursuant to the Holdings partnership agreement.  The
Amended and Restated Capital  Contribution  Agreement (the "Amended  Agreement")
was executed  effective October 2, 1996. The Amended  Agreement  recognized that
through  December 31, 1995,  approximately  $2.2 billion of the Total  Mandatory
Contributions  had been contributed to Sprint Spectrum L.P., and designates that
approximately  $1.0 billion of the balance of the Total Mandatory  Contributions
shall be  contributed  to Sprint  Spectrum L.P. As of September  30, 1997,  $3.0
billion had been contributed to the Company. 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 September 30, 1997, $370 million
had been borrowed and $80 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. As amended
in April 1997,  the Nortel  facility  will  provide up to $1.3 billion in senior
secured loans. The Lucent  facility,  as amended in May 1997, will provide up to
$1.8  billion in senior  secured  loans  (together  the "Vendor  Financing"  and
together with the Bank Facility, the "Secured Financing").  The Company will use


<PAGE>


the  proceedsfrom the Vendor Financing to fund the purchase of the equipment and
software  manufactured  by the  vendors  as  well  as  substantially  all of the
construction and ancillary equipment (e.g., towers, antennae, cable) required to
construct the Company's PCS network.  These facilities will serve as the primary
financing mechanism for the buildout of the network.

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

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

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

For the  year-to-date  period ended September 30, 1997, the Company used cash of
$594 million in operating  activities,  which consisted of the operating loss of
$897 million less depreciation and amortization of $220 million and a net change
in working  capital of $83 million.  Cash used in investing  activities  totaled
$1.5 billion, consisting of capital expenditures and microwave relocation costs.


<PAGE>


Results of Operations

For the Three and Nine Months Ended September 30, 1997

Operating Revenues/Margin

The Company  emerged from the  development  stage in the third  quarter of 1997,
and, as a result, the majority of the year-to-date service revenue was generated
in the third  quarter.  Equipment  revenues  reflect the sales of  handsets  and
accessory  equipment  through Sprint PCS channels  (including  Sprint PCS retail
stores,  telemarketing,  and business channels) and to third party vendors.  The
negative  margin from  equipment  sales results  principally  from the Company's
subsidy of handsets.  Cost of service  consists  principally  of switch and cell
site expenses,  including site rental,  utilities and access  charges.  Prior to
service launch, such costs were incurred during the network buildout and testing
phases.

Selling Expenses

The Company's  selling expenses for the third quarter of 1997 were $64.2 million
compared  to $7.7  million  for the third  quarter of 1996.  For the nine months
ended September 30, 1997, selling expenses increased to $106.7 million from $8.7
million  for the same nine  months of 1996.  These  increases  were due to costs
incurred during the initial  commercial service launch in various markets and to
costs incurred in conjunction  with local and national  advertising for existing
markets.  Such costs include  participation  with Sprint in an NFL  sponsorship,
development and production  expenses  associated with  advertisements in various
media (i.e., television, radio, print), and the development of printed brochures
to promote the Company's  products and  services.  The Company  expects  selling
expenses  will  continue  to  increase  as the  Company  expands  its  sales and
marketing activities.

General and Administrative

General and  administrative  expenses for the third quarter increased from $74.3
million in 1996 to $141.0 million in 1997. General and  administrative  expenses
for the nine months ended  September  30, 1996 and 1997 were $147.5  million and
$365.0  million,  respectively.  Increases  for both the  three  and nine  month
periods  were due  principally  to  increases  in salary and  related  benefits,
computer  equipment and related  expenses and  professional and consulting fees.
Salaries and benefits,  computer equipment and related expenses increased due to
an increase in employee  headcount.  Professional  and consulting fees increased
due to the use of  consultants  and other experts to assist with the  continuing
development and enhancement of the Company's sophisticated  information systems,
continued  rollout  and  tailoring  of  employee  training,  and  various  other
projects.

Depreciation and Amortization

Depreciation  and  amortization  expense for the third quarter of 1997 was $84.1
million  compared  to $1.2  million  for the  same  period  in the  prior  year.
Depreciation  and  amortization  expense of $184.7  million  for the nine months
ended  September 30, 1997, was an increase from $1.8 million for the same period
in 1996 as network  equipment in launched markets has been placed in service and
amortization  of PCS  licenses  and  microwave  relocation  costs in those  same
markets commenced.



<PAGE>



Other Income/Expense:

Interest Income/Expense

Interest income decreased from $3.5 million for the three months ended September
30, 1996 to $1.9 million for the three months  ended  September  30, 1997 as the
average daily invested cash balance decreased during the comparative periods due
to the receipt in the prior year of partner equity  contributions  in advance of
capital  and  operational  requirements.  Interest  income  decreased  from $4.5
million for the nine months  ended  September  30, 1996 to $3.2  million for the
nine months ended September 30, 1997.

Interest expense increased to $41.2 million for the three months ended September
30, 1997,  versus $0.1 million for the same period in 1996.  For the nine months
ended September 30, 1997,  interest expense increased to $53.4 million from $0.4
million for the same period in 1996.  The balance of the Company's  construction
accounts  eligible for  interest  capitalization  declined  during the period as
markets  launched  commercial  service  and  equipment  was  placed  in  service
Additionally, interest expense continues to increase as borrowings increase.

Other Income

Equity in loss of unconsolidated partnership for the three and nine months ended
September 30, 1996  represents  the Company's  share of the losses in APC before
the  ownership  interest was  transferred  to Holdings on August 31,  1996.  The
Company retained the rights and obligations under the affiliation agreement with
APC. In addition,  the Company participates in an affiliation agreement with Cox
PCS.  Fees  earned  under these  agreements  of $1.0  million and $3.9  million,
respectively for the three and nine months ended September 30, 1997 are shown in
Other income.


For the Three and Nine Months Ended September 30, 1996

The Company  incurred  losses of $94 million and $253  million for the three and
nine months ended September 30, 1996, respectively.  These losses include equity
in loss of an  unconsolidated  subsidiary of $11 million and $92 million for the
three and nine month periods,  respectively.  There was no  amortization  of PCS
licenses  during the  nine-month  period as PCS  service  had not been  launched
commercially.


<PAGE>


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

General

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

<PAGE>


                                                                        PART II.
                                                               Other Information

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities

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

Item 3.  Defaults On Senior Securities

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

Item 4.  Submission of Matters to Votes of Security Holders

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

Item 5.  Other Information

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

Item 6.  Exhibits and Reports on Form 8-K

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

      3.1    Certificate of Limited Partnership of Sprint Spectrum L.P.
             (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 10-Q, filed
             on November 12, 1996).

      4.2    Form of Senior Note (included in Exhibit 4.1).

      4.3    Senior  Discount  Note  Indenture,  dated August 23, 1996,  between
             Sprint Spectrum L.P., Sprint Spectrum Finance Corporation,  and The
             Bank of New York,  as Trustee  (incorporated  by  reference to Form
             10-Q, filed on November 12, 1996).

      4.4    Form of Senior Discount Note (included in Exhibit 4.3).

<PAGE>




      10.1    Sprint Spectrum L.P. 1996 Long-Term Incentive Compensation Plan.

      10.2    Sprint Spectrum L.P. 1997 Long-Term Incentive Compensation Plan.

      27      Financial data schedule

     (b)  Reports on Form 8-K

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


<PAGE>


                                    SIGNATURE





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.







                                                 SPRINT SPECTRUM L.P.
                                                 (Registrant)





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



Dated: October 31, 1997


<PAGE>


                                    SIGNATURE





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                                  SPRINT SPECTRUM FINANCE
                                                    CORPORATION
                                                  (Registrant)




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




Dated:   October 31, 1997