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, 1998______________

                                       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                         (IRS Employer 
of incorporation 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,  1998,  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, 1998

                                      INDEX

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

Part I - Financial Information........................................... 1 - 18

   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)

                                                                  March 31,            December 31,
                                                                    1998                   1997
                                                              ------------------    ------------------

                                                                 (unaudited)
                    ASSETS

CURRENT ASSETS:
<S>                                                            <C>                    <C>          
   Cash and cash equivalents.........................          $       65,815         $      36,821
   Accounts receivable, net..........................                 101,688                96,318
   Receivable from affiliates........................                  36,070               105,156
   Inventory.........................................                  87,515                96,907
   Prepaid expenses and other assets.................                  38,296                25,353
                                                              ------------------     ------------------
     Total current assets............................                 329,384               360,555

INVESTMENT IN PCS LICENSES, net......................               2,072,518             2,085,836

PROPERTY, PLANT AND EQUIPMENT, net...................               3,310,862             3,132,664

MICROWAVE RELOCATION COSTS, net......................                 260,097               250,397

OTHER ASSETS, net....................................                  96,053               101,465

                                                              ==================     ==================
TOTAL ASSETS.........................................          $    6,068,914         $   5,930,917
                                                              ==================     ==================

        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable..................................          $      183,090         $     305,524
   Payable to affiliates.............................                   2,724                 1,190
   Accrued interest..................................                  55,405                45,851
   Accrued expenses..................................                 266,904               227,890
   Current maturities of long-term debt .............                  11,535                11,380
                                                              ------------------     ------------------
     Total current liabilities.......................                 519,658               591,835

CONSTRUCTION OBLIGATIONS.............................                 475,887               705,280

LONG TERM DEBT.......................................               3,968,590             3,101,539

OTHER NONCURRENT LIABILITIES.........................                  61,281                48,975

COMMITMENTS AND CONTINGENCIES

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

PARTNERS' CAPITAL AND ACCUMULATED DEFICIT:
   Partners' capital.................................               3,437,565             3,437,565
   Accumulated deficit...............................              (2,399,067)           (1,959,277)
                                                              ------------------     ------------------
     Total partners' capital.........................               1,038,498             1,478,288

                                                              ==================     ==================
TOTAL LIABILITIES AND PARTNERS' CAPITAL..............          $    6,068,914         $   5,930,917
                                                              ==================     ==================

See notes to consolidated condensed financial statements.

</TABLE>
<PAGE>



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




<TABLE>

                                                                Three Months Ended
                                                                     March 31,
                                                  -----------------------------------------
                                                         1998                   1997
                                                  ------------------      -----------------
<S>                                               <C>                     <C>          
OPERATING REVENUES.......................         $      143,810          $      9,467

OPERATING EXPENSES:
   Cost of revenues.....................                 168,886                47,827
   Selling, general and administrative..                 224,581               118,072
   Depreciation and amortization........                 114,671                34,382
                                                  ------------------      -----------------
     Total operating expenses...........                 508,138               200,281

LOSS FROM OPERATIONS....................                (364,328)             (190,814)

OTHER INCOME (EXPENSE):
   Interest, net .......................                 (77,307)                  808
   Other income.........................                   1,845                 1,122
                                                  ------------------      -----------------

     Total other income (expense).......                 (75,462)                1,930
                                                  ==================      =================
NET LOSS................................          $     (439,790)         $   (188,884)
                                                  ==================      =================


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


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

<TABLE>
                                                                              Three Months Ended
                                                                                    March 31,
                                                                  ----------------------------------------
                                                                         1998                  1997
--------------------------------------------------------          -------------------  -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>                  <C>            
   Net loss...................................................    $     (439,790)      $     (188,884)
   Adjustments to reconcile net loss to net cash provided by
        (used in) operating activities:
     Depreciation and amortization............................           114,671               34,382
     Amortization of debt discount and issuance costs.........            13,103               10,959
     Changes in assets and liabilities:
       Receivables............................................            60,392                3,338
       Inventory..............................................             9,392              (57,213)
       Prepaid expenses and other assets......................           (10,713)              (1,482)
       Accounts payable and accrued expenses..................           (72,333)             (30,317)
       Other non current liabilities..........................            12,306                4,430
                                                                  -------------------  -------------------
                                                                                       
         Net cash used in operating activities................          (312,972)            (224,787)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures.......................................          (278,057)            (685,157)
   Microwave relocation costs.................................            (7,871)             (41,899)
                                                                  -------------------  -------------------
         Net cash used in investing activities................          (285,928)            (727,056)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowing under revolving credit agreement.............           380,000                    -
   Proceeds from issuance of long-term debt...................           478,978              629,214
   Change in construction obligations.........................          (229,392)             362,969
   Payments on long-term debt.................................            (1,692)                 (11)
   Debt issuance costs........................................                 -              (20,000)
                                                                  -------------------  -------------------
         Net cash provided by financing activities............           627,894              972,172

                                                                  -------------------  -------------------
INCREASE  IN CASH AND CASH EQUIVALENTS........................            28,994               20,329

CASH AND CASH EQUIVALENTS, Beginning of period................            36,821               49,988

                                                                  -------------------  -------------------
CASH AND CASH EQUIVALENTS, End of period......................    $       65,815       $       70,317
                                                                  ===================  ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-  Interest paid, net of amount capitalized..................     $       35,600       $           25

NON-CASH INVESTING AND FINANCING ACTIVITIES:
-  Accrued interest of $32,000 related to vendor financing was
   converted to long-term debt during the three months ended
   March 31, 1998.

See notes to consolidated condensed financial statements.
</TABLE>
<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-month  interim period
ended March 31, 1998 and 1997 has been prepared in accordance with  instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all
adjustments considered necessary,  consisting only of normal recurring accruals,
to present fairly the consolidated  financial  position,  results of operations,
and cash flows for such interim periods have been made (See Note 1).

Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed or omitted.  The results of operations  for the
three  months  ended  March  31,  1998  are not  necessarily  indicative  of the
operating  results  that may be expected  for the year ended  December 31, 1998.
These unaudited  consolidated  condensed financial  statements should be read in
conjunction  with the  consolidated  financial  statements and the notes thereto
included in the 1997 Annual  Report on Form 10-K filed by Sprint  Spectrum  L.P.
and Sprint Spectrum Finance Corporation.

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., Cox Telephony  Partnership and Comcast  Telephony
Services  (together the  "Partners").  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 March
31, 1998 and 1997:

     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 formed to be a co-obligor of the senior
notes and senior discount notes.

Deadlock Event - The proposed  budget for fiscal year 1998 has not been approved
by the  Holdings  partnership  board,  which  resulted  in the  occurrence  of a
"Deadlock Event" as of January 1, 1998 under the Amended and Restated  Agreement
of Limited  Partnership  of  MajorCo,  L.P.  (renamed  Sprint  Spectrum  Holding
Company,  L.P.) dated January 31, 1996 (the "Holdings  Partnership  Agreement").
Under the Holdings  Partnership  Agreement,  if one of the  Partners  refers the
budget  issue to the chief  executive  officers of the  Parents  for  resolution
pursuant to specified  procedures  and the issue  remains  unresolved,  buy/sell
provisions would be triggered which may result in the purchase by one or more of
the   Partners  of  the  interest  of  the  other   Partners,   or,  in  certain
circumstances,

<PAGE>


the liquidation of Holdings and it  subsidiaries.  See the 1997 Annual Report on
Form 10-K filed by the Company for further  discussion on the deadlock event and
financing-related issues.


2.    Summary of Significant Accounting Policies

Basis of Presentation - The assets, liabilities,  results of operations and cash
flows of  entities in which the Company  has a  controlling  interest  have been
consolidated.  All significant  intercompany accounts and transactions have been
eliminated.

Accounts  Receivable - Accounts  receivable are net of an allowance for doubtful
accounts of  approximately  $13.6 million and $9.0 million at March 31, 1998 and
December 31, 1997 respectively.

Investment  in PCS Licenses - 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 will be able to  secure  renewal  of the PCS  licenses  held by its
subsidiaries. PCS licenses are amortized over estimated useful lives of 40 years
once  placed in  service.  Accumulated  amortization  for PCS  licenses  totaled
approximately  $58.3 million and $45.0 million as of March 31, 1998 and December
31, 1997, respectively.

Microwave Relocation Costs - The Company has also incurred costs associated with
microwave  relocation  in  the  construction  of  the  PCS  network.   Microwave
relocation  costs are  amortized  over the  remaining  life of the PCS licenses.
Accumulated  amortization for microwave  relocation costs totaled  approximately
$6.7  million  and $5.2  million as of March 31,  1998 and  December  31,  1997,
respectively.

Intangible  Assets - The ongoing value and  remaining  useful life of intangible
assets are subject to periodic  evaluation.  The Company  currently  expects the
carrying  amounts  to be  fully  recoverable.  Impairments  of  intangibles  and
long-lived assets are assessed based on an undiscounted cash flow methodology.

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
months ended March 31, 1998 and 1997 was  approximately  $14.1 million and $34.2
million, respectively.

Debt  Issuance  Costs -  Included  in other  assets  are costs  associated  with
obtaining  financing.  Such costs are  capitalized  and  amortized  to  interest
expense  over the term of the  related  debt  instruments  using  the  effective
interest  method.  Accumulated  amortization  at March 31, 1998 and December 31,
1997 totaled approximately $16.5 million and $13.3 million, respectively.

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>



Reclassification  -  Certain  reclassifications  have  been  made  to  the  1997
consolidated  financial statements to conform to the 1998 consolidated financial
statement presentation.

3.    Long-Term Debt and Borrowing Arrangements

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.  In December 1997,  certain terms relating to
the financial and operating  conditions  were amended.  As of March 31, 1998 the
term loans have a weighted average interest rate of 8.29%. As of March 31, 1998,
$985.0 million had been drawn under the revolving  credit facility at a weighted
average  interest  rate of  8.26%  with  $715.0  million  remaining  immediately
available.  Commitment  fees for the  revolving  portion  of the  agreement  are
payable quarterly based on average unused revolving  commitments.  Subsequent to
March 31, 1998,  the Company  borrowed an  additional  $105.0  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.  Additionally,  the commitments allow for the
conversion of accrued  interest into additional  principal.  Such conversions do
not reduce the availability under the commitments. Interest accruing on the debt
outstanding  at March 31,  1999,  can be  converted  into  additional  principal
through   February  8,  2000  and  March  30,  2000,   for  Lucent  and  Nortel,
respectively.

On April 30, 1997 and November 20,  1997,  the Company  amended the terms of its
financing agreement with Nortel. The amendments provide for a syndication of the
financing  commitment  between  Nortel,  several  banks and other  vendors  (the
"Nortel  Lenders")  and the  modification  of certain  operating  and  financial
covenants.  As of March 31, 1998,  $760.5 million,  including  converted accrued
interest of $29.1  million,  had been borrowed at an interest rate of 8.95% with
$568.6 million  remaining  available under the first phase.  Subsequent to March
31, 1998, the Company borrowed an additional $24.2 million,  including converted
accrued interest of $4.3 million, under the Nortel facility.

On May 29 and December 15, 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") and the modification of certain operating and financial covenants. The
Lucent  Lenders have  committed to financing up to an aggregate of $1.8 billion,
with Sprint financing up to $300 million.  As of March 31, 1998, the Company had
borrowed  approximately $1,331.3 million with $523.2 million remaining available
under  the  Lucent  facility,  including  converted  accrued  interest  of $54.5
million,  at a weighted average interest rate of 8.82%.  Subsequent to March 31,
1998,  the Company  borrowed an additional  $36.9 million,  including  converted
accrued interest of $6.9 million, under the Lucent facility.

Certain  amounts  included under  Construction  Obligations on the  consolidated
condensed   balance  sheets  may  be  financed  under  the  Vendors'   financing
agreements.


<PAGE>



4.    Reorganization

During the first quarter of 1998 in an effort to enhance  efficiency  and reduce
costs, the Company  reorganized and restructured  certain operations under which
certain   field  offices  were   consolidated.   Costs   associated   with  this
reorganization  are not  significant  to the Company's  operations and consisted
primarily of severance pay, the write-off of certain leasehold  improvements and
termination payments under lease agreements.


<PAGE>


                                                        



                                                                         Part I.
                                                                        Item 1b.

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

<TABLE>

                                                                  March 31,      December 31,
                                                                    1998             1997
------------------------------------------------------------  ---------------  ---------------
                                                                 (Unaudited)
                             ASSETS


<S>                                                            <C>              <C>     
Receivable from parent......................................   $       -        $      -
                                                              ---------------  ---------------

TOTAL ASSETS................................................   $       -        $      -
                                                              ===============  ===============

             LIABILITIES AND STOCKHOLDER'S EQUITY

Payable to parent...........................................   $    1,497       $    1,497

STOCKHOLDER'S EQUITY:

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

Accumulated deficit.........................................       (1,597)          (1,597)
                                                              ---------------  ---------------
      Total stockholders' equity............................       (1,497)          (1,497)


TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY..................   $       -        $      -
                                                              ===============  ===============


</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.)
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)



                                             Three Months        Three Months
                                                 Ended              Ended
                                             March 31, 1998     March 31, 1997
                                            ---------------    -----------------
 
Operating Revenues...................       $     -            $        -


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

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














See notes to condensed financial statements.
<PAGE>


                                                                         Part I.
                                                                        Item 1b.

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



<TABLE>

                                                         Three Months Ended    Three Months Ended
                                                            March 31, 1998       March 31, 1997
                                                          ----------------      ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  <S>                                                      <C>                  <C> 
  Adjustments to reconcile net loss to net cash
  used in operating activities:
     Net loss........................................      $        -           $         -
     Changes in assets and liabilities:                                            
        Receivable from parent.......................               -                     -
        Payable to parent............................               -                     -
                                                          ----------------      ----------------
          Net cash used in operating activities......               -                     -
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock...........................               -                     -
                                                          ----------------      ----------------
                                                                                
          Net cash provided by financing activities..               -                     -

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

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

See notes to condensed financial statements.
</TABLE>
<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, 1998 and 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, 1998 are not  necessarily  indicative of the  operating  results
that may be expected  for the year ended  December  31,  1998.  These  unaudited
condensed financial  statements should be read in conjunction with the financial
statements and the notes thereto included in the 1997 Annual Report on Form 10-K
filed by Sprint Spectrum L.P. and Sprint Spectrum Finance Corporation.



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.  FinCo pays a management
fee to the  Partnership  based on actual  expenses  paid by the  Partnership  of
behalf of FinCo.  The losses  generated by the  management fee incurred by FinCo
will be funded by the Partnership.

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.

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 personal  communications
        services  ("PCS");
   -  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 impact of changes brought about by possible restructuring of partners'
        ownership  interests;
   -  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

License and Network  Coverage - 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, in
1997 Cox contributed to the Company 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) and Sprint PCSSM brand
names,    trademarks   of   Sprint   Communications    Company   L.P.   ("Sprint
Communications").

In 1997  the  Company  commenced  service  in all 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.  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.

<PAGE>




Affiliations  - The Company  currently  affiliates  with or provides  management
services to entities  in which the  Partners  have an  ownership  interest.  The
Company  has an  affiliation  agreement  with  American  PCS,  L.P.  ("APC"),  a
subsidiary of Holdings, which, through subsidiaries,  owns a PCS license for and
operates both a broadband CDMA (code division  multiple  access) network and GSM
(global   system  for   mobile   communications)   network  in  the   Washington
D.C./Baltimore  area MTA,  which  covers  approximately  8.3 million  Pops.  APC
launched CDMA service at the end of the first quarter of 1998.  The Company also
affiliates with Cox Communications  PCS, L.P. ("Cox PCS"), a limited partnership
and equity  investee of Holdings that owns a PCS license for the Los Angeles-San
Diego MTA covering 21.5 million Pops.

The Company provides  management services to SprintCom,  Inc.  ("SprintCom") and
PhillieCo,  L.P. ("PhillieCo").  SprintCom, a wholly-owned subsidiary 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 BTAs, covering  approximately 70 million
Pops, all of which are geographic  areas not covered by the Company's  owned PCS
licenses or licenses owned by APC, Cox PCS or PhillieCo.  PhillieCo is 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.

Roaming - The Company has entered into roaming  agreements  with various  analog
cellular providers  throughout the United States and Canada.  Additionally,  the
Company has  negotiated  roaming  arrangements  with other CDMA PCS carriers who
provide service in geographic areas not currently covered by the CDMA network of
Sprint Spectrum and its affiliates.  As a result, Sprint Spectrum customers with
dual-mode   handsets  capable  of  transmitting   over  cellular  and  CDMA  PCS
frequencies  have  the  ability  to roam  automatically  in areas  where  Sprint
Spectrum service is not available and where there are roaming agreements.


Continuing Risk Factors

Deadlock Event - A proposed budget for fiscal year 1998 has not been approved by
the Holdings  partnership board, which resulted in the occurrence of a "Deadlock
Event" as of January 1, 1998 under the Holdings Partnership Agreement.  Holdings
is the  sole  general  partner  of  Sprint  Spectrum  L.P.  Under  the  Holdings
Partnership  Agreement,  if one of the  Partners  refers the budget issue to the
chief  executive  officers of the Parents for  resolution  pursuant to specified
procedures  and the  issue  remains  unresolved,  buy/sell  provisions  would be
triggered which may result in the purchase by one or more of the Partners of the
interest of the other Partners, or, in certain circumstances, the liquidation of
Holdings and it subsidiaries. Discussions among the Partners about restructuring
their interests in Holdings, in lieu of triggering such buy/sell procedures, are
ongoing.  However,  there can be no assurance these discussions will result in a
change  to the  partnership  structure  or  will  avert  the  triggering  of the
resolution  and  buy/sell  procedures  referred  to  above or a  liquidation  of
Holdings.

Business Plan - The  Company's  business  plan will require  additional  capital
financing prior to the end of 1998. 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  its  Partners  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,  the failure to meet  regulatory  requirements  or other potential
adverse consequences.


<PAGE>




Liquidity and Capital Resources

The  continued  expansion 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 year 2000  (based on the  Company's  current
plans  for its  network  buildout  in its  current  license  areas)  will  total
approximately $12 billion (of which approximately $8.2 billion had been expended
as of March 31, 1998).  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  limited  sources of  revenue  to meet its  capital
requirements and has relied upon capital contributions,  advances from Holdings,
third party debt and public debt. The Amended and Restated Capital  Contribution
Agreement  (the "Amended  Agreement")  dated October 2, 1996 between the Company
and the Partners provided for $3.2 billion in capital contributions. As of March
31,  1998  the  Partners  had  fulfilled  their  obligation  under  the  Amended
Agreement. Further capital contributions may be made by the Partners to Holdings
which may, in turn, contribute capital to the Company. However, the Partners are
not  obligated to make  additional  capital  contributions,  and there can be no
assurance that such contributions will be made.

In October  1996 and as amended in December  1997,  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.  As of
March 31,  1998,  $300 million  under the term loan and $985  million  under the
revolving  credit  facility  had  been  borrowed  with  $715  million  remaining
available.

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 and December 1997, the Nortel facility  provides $1.3 billion in senior
secured  loans.  The  Lucent  facility,  as amended  in May and  November  1997,
provides $1.8 billion in senior secured loans  (together the "Vendor  Financing"
and together with the Bank Facility,  the "Secured  Financing").  The Company is
using  the  proceeds  from the  Vendor  Financing  to fund the  purchase  of the
equipment and software manufactured by the vendors as well as a substantial part
of the construction  and ancillary  equipment (e.g.,  towers,  antennae,  cable)
required to construct the Company's PCS network.  These  facilities serve as the
primary  financing  mechanism  for the buildout and  continued  expansion of the
network.  The Company has borrowed $2.1 billion  under such  facilities at March
31, 1998, of which $300 million was syndicated to Sprint.

The Bank Credit Facility  agreement and the Vendor Financing  agreements contain
certain restrictive  financial and operating covenants,  including,  among other
requirements,  maximum  debt ratios  (including  debt to total  capitalization),
limitations on capital expenditures,  limitations on additional indebtedness and
limitations  on  dividends  and other  payment  restrictions  affecting  certain
restricted subsidiaries.  The loss of the right to use the Sprint trademark, the
termination or non-renewal of any FCC license that reduces  population  coverage
below specified  limits, or changes in controlling  interest in the Company,  as
defined, among other provisions, constitute events of default.


<PAGE>



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").
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.

The Senior Discount Notes were issued at a discount to their aggregate principal
amount at maturity and generated  proceeds of  approximately  $273 million.  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.  The Notes contain  certain  restrictive  covenants,  including,
among other requirements limitations on additional indebtedness,  limitations on
restricted  payments,  limitations  on liens,  and  limitations on dividends and
other payment restrictions affecting restricted subsidiaries.

For  the  three  months  ended  March  31,  1998,   the  Company  used  cash  of
approximately  $313.0 million in operating  activities,  which  consisted of the
operating loss of $439.8 million less  depreciation  and  amortization of $127.8
million  and a net change in  working  capital  of $13.3  million.  Cash used in
investing activities totaled $285.9 million,  consisting of capital expenditures
and microwave relocation costs.


Results of Operations

For the Three Months Ended March 31, 1998

Operating Revenues/Margin

Revenues  and cost of  revenues  have  increased  for the first  quarter of 1998
compared to the first  quarter of 1997 due to increases in the number of markets
launched  and in the number of  subscribers.  Revenues  include  service and the
sales of handsets and  accessory  equipment  through  Sprint  Spectrum  channels
(including Sprint PCS retail stores,  telemarketing,  and business channels) and
to third  party  vendors.  The  negative  margin  results  principally  from the
Company's subsidy of handsets.  Cost of revenues consists principally of handset
and accessory  costs,  interconnection  costs and switch and cell site expenses,
including site rental and utilities.

Selling, General and Administrative Expenses

The Company's selling, general and administrative expenses for the first quarter
of 1998 were $224.6 million  compared to $118.1 million for the first quarter of
1997.  For the three  months ended March 31, 1998,  selling  expenses  increased
$36.4  million due 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),  the
development of printed brochures to promote the Company's products and services,
and sales incentive

<PAGE>


programs.  The Company expects selling expenses will continue to increase as the
Company expands its sales and marketing activities.

General  and  administrative  expenses  for the first  quarter  increased  $70.1
million 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.  These additional employees have been added over
the last year to support the continued  growth of the Company.  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
information systems,  continued rollout and tailoring of employee training,  and
various  other  projects.  Additionally,  estimated  costs  associated  with the
reorganization  and  consolidation  of  certain  Company  operations  have  been
included in general and  administrative  expenses for the first quarter of 1998.
These  estimated  costs are not  significant  to the  Company's  operations  and
include  severance  pay, the  write-off of certain  leasehold  improvements  and
termination payments under lease agreements.

Depreciation and Amortization

Depreciation and  amortization  expense for the first quarter of 1998 was $114.7
million  compared  to $34.4  million  for the same  period in the prior  year 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.

Other Income/Expense:

Interest Expense

Interest expense increased to $78.2 million for the three months ended March 31,
1998,  versus  $0.1  million  for the same  period in 1997.  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

The  Company  participates  in  affiliation  agreements  with  APC and Cox  PCS.
Aggregate  fees of $1.8  million  earned  under these  agreements  for the three
months ended March 31, 1998 are shown in other income.


For the Three Months Ended March 31, 1997

Operating Revenues/Margin

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



<PAGE>


Selling, General and Administrative Expenses

The Company's selling,  general and administrative  expense for the three months
ended March 31, 1997  increased to $118.1  million  compared to the three months
ended March 31, 1996.  Selling  expenses  increased  $13.1  million due to costs
incurred in preparation of and during the initial  commercial  service launch in
various  markets.  Such  costs  included  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 to $105.0 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
information  systems,  continued  rollout and tailoring of training programs for
the Company's sales force, and various other projects.

Depreciation and Amortization

Depreciation and amortization  expense 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 was placed in service and amortization of
PCS licenses and microwave relocation costs in the launched markets commenced.



<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 March 31, 1998.


Item 2. Changes in Securities

        There were no reportable events during the quarter ended March 31, 1998.

Item 3. Defaults On Senior Securities

        There were no reportable events during the quarter ended March 31, 1998.

Item 4. Submission of Matters to Votes of Security Holders

        There were no reportable events during the quarter ended March 31, 1998.

Item 5. Other Information

        There were no reportable events during the quarter ended March 31, 1998.

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).


<PAGE>



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

     10.1    Amended and Restated Equipment Lease Agreement, dated as of 
             December 1, 1996, between Sprint L.P. and Sprint Spectrum Equipment
             Company, L.P.

     27   Financial data schedule

     (b)  Reports on Form 8-K

      No reports on Form 8-K were filed during the quarter ended March 31, 1998.


<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:  May 5, 1998


<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.
                                       Vice President and Treasurer




Dated:  May 5, 1998