UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q/A

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

For the quarterly period ended           SEPTEMBER 30, 1996
                                -----------------------------------

                                       OR

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

For the transition period from                         to

Commission file number                   333-06609-01

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

                  DELAWARE                           48-1165245
(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




<PAGE>


--------------------------------------------------------------------------------
                              SPRINT SPECTRUM L.P.
--------------------------------------------------------------------------------
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                                      INDEX



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

Part I - Financial Information...................................      1 - 8

     Item 1.  Financial Statements...............................      1 - 3

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

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

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

         Notes to Consolidated Condensed Financial Statements....      4 - 8

     Item 2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations.....................      9 - 12

Part II - Other Information

     Item 1.  Legal Proceedings..................................        13

     Item 2.  Changes in Securities..............................        13

     Item 3.  Defaults On Senior Securities......................        13

     Item 4.  Submission of Matters to a Vote of Security Holders        13

     Item 5.  Other Information..................................        13

     Item 6.  Exhibits and Reports on Form 8-K...................     13 - 14

Signature........................................................        15

Exhibits











<PAGE>

<TABLE>
<CAPTION>

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


                                                                             September 30,          December 31,
                                                                                 1996                   1995
                                                                            --------------        --------------
                                                                              (Unaudited)         
                               ASSETS

CURRENT ASSETS:
<S>                                                                    <C>                    <C>                 
   Cash and cash equivalents.........................................  $           460,296    $            1,123
   Receivable from affiliates........................................                8,124                   340
   Other receivables.................................................                1,176                     -
   Prepaid expenses and other assets.................................                7,889                   188
                                                                           -----------------     -----------------
     Total current assets............................................              477,485                 1,651

INVESTMENT IN PCS LICENSES...........................................            2,124,594             2,124,594

INVESTMENT IN UNCONSOLIDATED PARTNERSHIP.............................                    -                85,546

NOTE RECEIVABLE--UNCONSOLIDATED PARTNERSHIP...........................                   -                   655

PROPERTY, PLANT AND EQUIPMENT, Net...................................            1,087,111                31,897

MICROWAVE RELOCATION COSTS, Net......................................               72,039                     -

OTHER ASSETS.........................................................               15,035                     -

                                                                           =================     =================
TOTAL ASSETS.........................................................  $         3,776,264    $        2,244,343
                                                                           =================     =================

                  LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Current maturities of long-term debt--affiliate....................  $            5,000    $                -
   Current maturities of long-term debt--other........................                  48                     -
   Accounts payable..................................................               87,208                47,503
   Accrued expenses..................................................               25,890                 1,700
   Accrued interest--affiliate........................................                 460                   214
                                                                           -----------------     -----------------
     Total current liabilities.......................................              118,606                49,417

DEFERRED COMPENSATION................................................                8,981                 1,856

NOTE PAYABLE--AFFILIATE...............................................                   -                 5,000

SENIOR NOTES PAYABLE.................................................              250,000                     -

SENIOR DISCOUNT NOTES PAYABLE, net of unamortized discount of
    $222,984 at September 30, 1996...................................              277,016                     -

CONSTRUCTION OBLIGATIONS.............................................              700,990                     -

OTHER LONG TERM DEBT.................................................                  706                     -

COMMITMENTS AND CONTINGENCIES

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

PARTNERS' CAPITAL AND ACCUMULATED DEFICIT:
   Partners' capital.................................................            2,781,383             2,296,806
   Deficit accumulated during the development stage..................             (366,418)             (113,736)
                                                                           -----------------     -----------------
     Total partners' capital.........................................            2,414,965             2,183,070

                                                                           =================     =================
TOTAL LIABILITIES AND PARTNERS' CAPITAL..............................  $         3,776,264    $        2,244,343
                                                                           =================     =================

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


<PAGE>


<TABLE>
<CAPTION>

                                                                                                            PART I.
                                                                                                            Item 1.
                                               SPRINT SPECTRUM L.P.
                                                 (As Reorganized)
                                         (A Development Stage Enterprise)
                            CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                                                  (In Thousands)

                                                                                                            
                                                                                                           Cumulative
                                                                                                           Period from
                                                                                                           October 24,
                                                                                                          1994 (date of 
                                                                                                          inception) to  
                                     Three Months Ended September 30,   Nine Months Ended September 30,   September 30,
                                     ------------------------------------------------------------------------------------
                                          1996             1995              1996             1995            1996
-------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
<S>                                     <C>                <C>           <C>                 <C>           <C>         
   Operating expenses...............    $    3,850         $      -      $      6,949        $       -     $      6,949
   Selling, general and
      administrative................        82,088           11,782           156,227           19,927          223,830
   Depreciation.....................         1,197               62             1,835              161            2,084
                                     ---------------  ----------------  ---------------   --------------  ---------------
     Total operating expenses.......        87,135           11,844           165,011           20,088          232,863

LOSS FROM OPERATIONS................       (87,135)         (11,844)         (165,011)         (20,088)        (232,863)

OTHER INCOME (EXPENSE):
   Interest income..................         3,545                -             4,485                -            4,768
   Interest expense.................          (100)               -              (442)               -             (442)
   Other income.....................           355             (161)              570              306              608
   Equity in loss of unconsolidated
     partnership....................       (11,152)          (7,483)          (92,284)         (16,213)        (138,489)
                                     ---------------  ----------------  ---------------   --------------  ---------------
     Total other income (expense)...        (7,352)          (7,644)          (87,671)         (15,907)        (133,555)
                                     ---------------  ----------------  ---------------   --------------  ---------------
NET LOSS............................     $ (94,487)      $  (19,488)       $ (252,682)       $ (35,995)      $ (366,418)
                                     ===============  ================  ===============  ================ ===============



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

<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Part I.
                                                                                                            Item 1.
                                               SPRINT SPECTRUM L.P.
                                                 (As Reorganized)
                                         (A Development Stage Enterprise)
                            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                  (In Thousands)

                                                                                                 Cumulative
                                                                                                 Period from
                                                                                                October 24, 
                                                                                                1994 (date of
                                                                     Nine Months Ended          inception) to
                                                                       September 30,            September 30, 
                                                              -------------------------------------------------
                                                                   1996             1995             1996
---------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>               <C>           <C>          
   Net loss................................................      $  (252,682)      $ (35,995)    $   (366,418)
   Adjustments to reconcile net loss to net cash provided
     by (used in) operating activities:
     Equity in loss of unconsolidated partnership..........           92,284          16,213          138,489
     Depreciation  and amortization........................            5,541             161            5,791
     Loss on equipment.....................................                -              31               31
     Changes in assets and liabilities:
       Receivables, prepaid expenses and other assets......          (19,052)         (1,083)         (19,580)
       Accounts payable and accrued expenses...............           64,141          15,649          113,558
       Deferred compensation...............................            7,125               -            8,981
                                                              ---------------  ---------------- ---------------
         Net cash used in operating activities.............         (102,643)         (5,024)        (119,148)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures....................................         (356,059)        (10,483)        (388,273)
   Proceeds on sale of equipment...........................                -              37               37
   Microwave relocation costs..............................          (72,039)              -          (72,039)
   Purchase of PCS licenses................................                -      (2,006,156)      (2,124,594)
   Investment in unconsolidated partnership................                -        (117,407)        (131,752)
   Loan to unconsolidated partnership......................         (172,000)              -         (172,655)
                                                              ---------------  ---------------- ---------------
         Net cash used by investing activities.............         (600,098)     (2,134,009)      (2,889,276)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt................          524,200               -          524,200
   Payments on long-term debt..............................              (11)                             (11)
   Debt issuance costs.....................................          (12,769)              -          (12,769)
   Limited partner interest in consolidated subsidiary.....                -           5,000            5,000
   Borrowings from affiliates..............................                -           5,000            5,000
   Partner capital contributions...........................          669,509       2,125,125        2,966,315
   Dividends paid..........................................          (19,015)              -          (19,015)
                                                              ---------------  ---------------- ---------------
         Net cash provided by financing activities.........        1,161,914       2,135,125        3,468,720

INCREASE (DECREASE) IN CASH AND CASH                          ---------------  ---------------- ---------------
   EQUIVALENTS.............................................          459,173          (3,908)         460,296

CASH AND CASH EQUIVALENTS, Beginning of period.............            1,123           5,014                -

                                                              ===============  ================ ===============
CASH AND CASH EQUIVALENTS, End of period...................     $    460,296    $      1,106    $     460,296
                                                              ===============  ================ ===============


NON-CASH INVESTING ACTIVITIES
     - The interest in  an unconsolidated subsidiary of
       $165,917 was transferred to Sprint Spectrum Holding
       Company on August 31, 1996

     - Capital expenditures of $356,059 for the nine months 
       ended September 30, 1996 are net of construction 
       obligations of $700,990 to be financed


See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>



                                                                         PART I.
                                                                         Item 1.
                              SPRINT SPECTRUM L.P.
                                (As Reorganized)
                        (A Development Stage Enterprise)
        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, 1996 and 1995 and the cumulative period from October
24,  1994  (date of  inception)  to  September  30,  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, 1996 are not  necessarily  indicative  of the
operating results that may be expected for the year ended December 31, 1996.

1.    Basis of Presentation

Prior to July 1, 1996,  substantially all wireless operations of Sprint Spectrum
L.P. and subsidiaries and Sprint Spectrum Holding Company, L.P. and subsidiaries
("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").

For purposes of these financial statements, these transactions have been treated
as  transactions  between  entities  under common control and accounted for in a
manner similar to a pooling of interest ("As Reorganized").

Accordingly,  for  periods  prior  to  July  1,  1996,  Sprint  Spectrum  L.P.'s
historical  financial  statements have been restated to reflect those operations
of Holdings that were transferred on July 1, 1996 on a pooled basis. Information
with respect to the financial position and results of operations of the separate
operations pooled herein is as follows (in thousands):
<TABLE>
<CAPTION>

                                                                  Sprint
                                                               Spectrum L.P.       Holdings          Combined
Total Assets
<S>                                                           <C>                <C>              <C>         
   December 31, 1995........................................   $  2,211,918       $  2,244,343     $  2,244,343
   June 30, 1996............................................      2,268,805          2,561,328        2,561,328

Partners' Capital & Accumulated Deficit
   December 31, 1995........................................      2,201,704          2,178,069        2,183,070
   June 30, 1996............................................      2,258,426          2,469,529        2,472,384

Net Loss
   December 31, 1995........................................        (49,531)          (110,429)        (110,428)
   June 30, 1996............................................        (81,278)          (158,195)        (158,195)
</TABLE>

The  Partnership,  as used in  these  financial  statements,  refers  to  Sprint
Spectrum  L.P.  and  subsidiaries  inclusive  of those  operations  of  Holdings
combined therewith through June 30, 1996.

<PAGE>



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.  In addition,  the  Partnership  estimates its share of the losses in an
unconsolidated  partnership  based on expected  allocation  percentages.  Actual
results could differ from those estimates.

Paging  Services:   The  Company  has  commenced  paging  services  pursuant  to
agreements  with  Paging  Network  Equipment  Company   ("PageNet")  and  Sprint
Communications  Company,  L.P.  ("Sprint").  Through  September 30, 1996, paging
revenues  were  approximately  $2,502,000  and were offset in Other Income by an
equal amount of operating expenses and management fees paid to Sprint.


2.    Organization

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

On May 15, 1996, Sprint Spectrum Equipment  Company,  L.P.  ("EquipmentCo")  and
Sprint Spectrum Realty Company, L.P. ("RealtyCo") were organized as subsidiaries
of Sprint  Spectrum  L.P.  and  MinorCo,  L.P.  for the  purpose of holding  PCS
network-related  assets.  On May 20, 1996,  an  additional  subsidiary of Sprint
Spectrum L.P., Sprint Spectrum Finance Corporation ("FinCo"), was also formed to
be a co-obligor of the debt obligations discussed in Note 4.

The  Partnership  is  consolidated  with  its  subsidiaries,  WirelessCo,  L.P.,
EquipmentCo,   RealtyCo  and  FinCo.   These  entities  are  development   stage
enterprises.  The partners of Sprint Spectrum L.P. have the following  ownership
interests as of December 31, 1995:

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


The Partnership and its  subsidiaries  are development  stage  enterprises.  The
success of their  development  is  dependent  on a number of  business  factors,
including securing  financing to complete network  construction and fund initial
operations,  successfully  deploying  the PCS network and  attaining  profitable
levels of market demand for Partnership  products and services.  The Partnership
and its  subsidiaries  have  not  yet  generated  operating  revenues  from  PCS
services.

3.    Investment in Unconsolidated Partnership

On  January 9,  1995,  WirelessCo,  L.P.,  acquired  a 49%  limited  partnership
interest in American PCS, L.P. ("APC").  American Personal Communications,  Inc.
("APC,  Inc.")  holds  a 51%  partnership  interest  in APC  and is the  general
managing partner.  Effective August 31, 1996, WirelessCo's  partnership interest
in APC, the existing loans to APC, and obligations to provide additional funding
to APC were transferred to Holdings  pursuant to an amendment to the partnership
agreement.



<PAGE>


                                         August 31, 1996       December 31, 1995
                                        ------------------    ------------------
     Total assets........................   $ 293,914           $ 237,326
     Total liabilities...................     341,432             171,180
     Total revenues......................      41,555               5,153
     Net loss............................     120,547              51,551

4.   Senior Notes and Senior Discount Notes

In August 1996,  Sprint  Spectrum L.P. and Sprint Spectrum  Finance  Corporation
(together,  the "Issuers") issued $250 million aggregate principal amount of 11%
Senior Notes due 2006 ("the Senior Notes"), and $500 million aggregate principal
amount at  maturity  of 12 1/2%  Senior  Discount  Notes  due 2006 (the  "Senior
Discount Notes" and,  together with the Senior Notes,  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.

On August 15,  2001,  the Issuers  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 Senior Notes and Senior  Discount  Notes are redeemable at the option of the
Issuers,  in whole or in part,  at any time on or after  August 15,  2001 at the
redemption  prices  set forth  below,  respectively,  plus  accrued  and  unpaid
interest, if any, to the redemption date, if redeemed during the 12 month period
beginning on August 15 of the years indicated below:

                                                         Senior Discount
                                      Senior Notes           Notes
             Year                    Redemption Price   Redemption Price
            ------                   ----------------   ----------------
             2001                        105.500%           110.000%
             2002                        103.667%           106.500%
             2003                        101.833%           103.250%
             2004 and thereafter         100.000%           100.000%


In addition,  prior to August 15, 1999,  the Issuers may redeem up to 35% of the
originally issued principal amount of Senior Notes and Senior Discount Notes (at
maturity).  The  redemption  price of the Senior Notes is equal to 111.0% of the
principal  amount of the  Senior  Notes so  redeemed,  plus  accrued  and unpaid
interest,  if any to the  redemption  date with the net  proceeds of one or more
public  equity  offerings  (as  defined),  provided  that  at  least  65% of the
originally  issued  principal  amount of Senior Notes would  remain  outstanding
immediately after giving effect to such redemption.  The redemption price of the
Senior Discount Notes is equal to 112.5% of the accreted value at the redemption
date of the Senior  Discount Notes so redeemed,  with the net proceeds of one or
more public equity  offerings  (as  defined),  provided that at least 65% of the
originally  issued  principal  amount at maturity of the Senior  Discount  Notes
would remain outstanding immediately after giving effect to such redemption.

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 (as defined).


<PAGE>


5.  Commitments

Handset  Purchase  Agreement:  In  September  1996,  the Company  entered into a
three-year  contract  for the  purchase  of  handsets  totaling  more  than $600
million.  Under the terms of this  agreement,  the  purchase  of  handsets  will
commence on or after April 1, 1997.

6.  Subsequent Events

Vendor  Financing:  As of October 2, 1996,  the Company  entered into  financing
agreements with Northern Telecom Inc.  ("Nortel") and Lucent  Technologies  Inc.
("Lucent",  and together with Nortel,  the "Vendors") for multiple drawdown term
loan  facilities  totaling  $1.3  billion and $1.8  billion,  respectively.  The
proceeds of such  facilities are to be used to finance the purchase of goods and
services provided by the Vendors.

Nortel has committed to provide financing in two phases. During the first phase,
Nortel  will  finance up to $800  million.  Once the full $800  million has been
utilized  and  the  Company  obtains   additional  equity   commitments   and/or
subordinated  unsecured  loans of at least $400  million  and  achieves  certain
operating  conditions,  Nortel will finance up to an additional $500 million. In
addition,  the Company will be obligated to pay origination  fees on the date of
the  initial  draw down loan  under the first  and  second  phases.  The  Nortel
agreement  terminates on the earliest of (a) the date the availability under the
commitments  is reduced to zero, (b) December 31, 2000, or (c) March 31, 1997 if
no borrowings under the agreements have been drawn.

Lucent has committed to financing up to $1 billion through December 31, 1996, up
to $1.5  billion  through  December  31,  1997,  and up to an  aggregate of $1.8
billion thereafter;  however,  availability will be limited to $1 billion if the
Standard & Poor's rating of the Senior and Senior Discount Notes is lower than B
at any time prior to January 1, 1997.  The  Company  pays a facility  fee on the
daily amount of loans outstanding under the agreement,  payable  quarterly.  The
Lucent agreement terminates June 30, 2001.

The  principal  amounts  of the loans  drawn  under  both the  Nortel and Lucent
agreements are due in twenty consecutive quarterly  installments,  commencing on
the date which is thirty-nine months after the last day of such "Borrowing Year"
(defined in the agreements as any one of the five  consecutive  12-month periods
following the date of the initial  drawdown of the loan).  The aggregate  amount
due  each  year is  equal  to the  percentages  below  multiplied  by the  total
principal amount of loans during each Borrowing Year:

                   Year                      Percentage
                    4                            10%
                    5                            15
                    6                            20
                    7                            25
                    8                            30

The agreements provide two borrowing rate options. During the first phase of the
Nortel  agreement and  throughout  the term of the Lucent  agreement "ABR Loans"
bear  interest at the greater of the prime rate,  or 0.5% plus the Federal Funds
effective  rate,  plus  2%.  "Eurodollar  Loans"  bear  interest  at the  London
interbank  (LIBOR)  rate  (any  one of the  30-,  60- or  90-day  rates,  at the
discretion  of the  Company),  plus 3%.  During the  second  phase of the Nortel
agreement,  ABR Loans bear  interest at the  greater of the prime rate,  or 0.5%
plus the Federal Funds  effective  rate,  plus 1.5%; and  Eurodollar  loans bear
interest  at the  LIBOR  rate  plus  2.5%.  Interest  from the date of each loan
through  one  year  after  the last  day of the  Borrowing  Year is added to the
principal amount of each loan. Thereafter, interest is payable quarterly.


Bank Credit  Facility:  Sprint Spectrum L.P.  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 partnership purposes.

<PAGE>



The facility  consists of a revolving  credit  commitment  of $1.7 billion and a
$300  million  term loan  commitment,  $150 million of which was drawn down upon
closing  and $150  million  of which is to be drawn  down  within 90 days  after
closing.  The amount  available  under the  revolving  credit  facility was $450
million on  October  11,  1996.  The  availability  will be  increased  upon the
achievement  of certain  financial  and  operating  conditions as defined in the
agreement.  Commitment  fees for the  revolving  portion  of the  agreement  are
payable quarterly based on average unused revolving commitments.

The revolving  credit  commitment  expires July 13, 2005.  Availability  will be
reduced in  quarterly  installments  ranging  from $75  million to $175  million
commencing January 11, 2002. In addition, beginning January 1, 2000, the Company
will be required to apply a portion of excess cash flow (as  defined) to equally
and ratably reduce commitments and loans under the agreement.

The term loans are due in sixteen consecutive quarterly  installments  beginning
January  11, 2002 in  aggregate  principal  amounts of $125,000  for each of the
first fifteen payments with the remaining aggregate outstanding principal amount
of the term loans due as the last installment.

Interest  on  the  term  loans  and/or  the  revolving  credit  loans  is at the
applicable  LIBOR rate plus 2.5%  ("Eurodollar  Loans"),  or the  greater of the
prime  rate,  or 0.5% plus the Federal  Funds  effective  rate,  plus 1.5% ("ABR
Loans"), at the Company's option. The interest rate may be adjusted downward for
improvements  in the bond rating and/or leverage  ratios.  Interest on ABR Loans
and Eurodollar Loans with interest period terms in excess of 3 months is payable
quarterly.  Interest on Eurodollar Loans with interest period terms of less than
3 months is payable on the last day of the interest period.


Common Terms of Vendor  Financing  and Bank Credit  Facility:  The term "Secured
Financing,"  as used  herein,  refers to the Vendor  Financing  and Bank  Credit
Facility.

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

The Secured  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,
and  limitations  on additional  indebtedness.  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>



                                                                         PART I.
                                                                         Item 2.
                              SPRINT SPECTRUM L.P.
                                (As Reorganized)
                     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's (As Reorganized) consolidated financial statements and notes thereto.
The term  "Company"  refers to Sprint  Spectrum L.P. and its direct and indirect
subsidiaries,   including   Sprint  Spectrum  Finance   Corporation   ("FinCo"),
WirelessCo,   L.P.   ("WirelessCo"),   Sprint  Spectrum  Realty  Company,   L.P.
("RealtyCo") and Sprint Spectrum Equipment Company,  L.P.  ("EquipmentCo").  The
Company's  consolidated  financial  information has not been separately included
for the period presented because it would not reflect the financial condition of
the Company  following the transfer of all of Sprint Spectrum  Holding  Company,
L.P.'s   ("Holdings")  assets  used  in  the  Company's  PCS  business  and  the
distribution of the Company's  interest in APC to Holdings.  The Sprint Spectrum
(As Reorganized)  financial  information that is presented reflects the transfer
of the operations of Holdings to the Company which took place on July 1, 1996.

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

     -    the  effects  of  vigorous  competition  in the  markets  in which the
          Company will  operate;  
     -    the cost of entering new markets  necessary to provide  services;  
     -    the impact of any  unusual  items  resulting  from ongoing evaluations
          of the Company's business strategies;
     -    requirements imposed  on  the   Company   and  its   competitors   by 
          the  Federal Communications  Commission ("FCC") and  state  regulatory
          commissions under the  Telecommunications Act of 1996;  
     -    the  possibility  of one  or more  of the markets in which the Company
          will compete being  impacted  by  variations  in  political,  economic
          or other  factors  over which the Company has no control; and 
     -    unexpected results in litigation.

General

The  Company  is a  development  stage  enterprise  formed  for the  purpose  of
establishing  a nationwide  personal  communications  service  ("PCS")  wireless
telecommunications  network.  The Company  acquired  PCS licenses in the FCC's A
Block and B Block PCS auction, which concluded in March 1995, to provide service
to 29 major trading areas ("MTAs")  covering  150.3 million Pops.  Additionally,
Cox has  agreed  to  contribute  to the  Company,  upon FCC  approval,  which is
pending,  a PCS license for the Omaha MTA. The Company has also  affiliated  and
expects  to  continue  to  affiliate  with  other  PCS  providers.  Pursuant  to
affiliation  agreements,  each  affiliated  PCS  service  provider  will use the
Sprint(R) (a registered trademark of Sprint Communications  Company, L.P.) brand
name.  Holdings  owns a 49% limited  partnership  interest in American PCS, L.P.
("APC"),  which owns a PCS license for, and operates a broadband  GSM PCS system
in, the Washington  D.C./Baltimore  MTA. APC has affiliated with the Company and
is marketing  its products  and services  under the Sprint brand name.  Holdings
also expects to acquire a 49% limited partnership  interest in Cox Communication
PCS,  L.P., a partnership  that will be formed to hold a PCS license for the Los
Angeles-San Diego MTA covering 21.5 million Pops. Cox, which currently owns this
license, has agreed to contribute the license to Cox Communication PCS, L.P. and
will manage and control Cox Communication  PCS, L.P. The Company expects to sign
an affiliation  agreement  with Cox  Communication  PCS, L.P.  during the fourth
quarter of 1996. At the same time,  the Company also expects to affiliate  with,
and provide  various  services  to,  PhillieCo,  L.P.  ("PhillieCo"),  a limited
partnership organized by and among subsidiaries of Sprint, TCI and Cox that owns
a PCS license for the  Philadelphia  MTA covering 9.1 million Pops. In addition,
Sprint is  currently  participating  in the FCC's D and E Block  auction  and is
actively  bidding on licenses for markets  where the Company does not  currently
have

<PAGE>


license  coverage.  The Company expects to enter into  affiliation  agreement(s)
with  Sprint to provide  service  in license  areas  where  Sprint  successfully
obtains PCS licenses.

To date, the Company has incurred  expenditures in conjunction  with PCS license
acquisitions,  initial design and construction of the PCS network,  engineering,
marketing,  administrative and other start up related expenses.  The Company has
not yet commenced  commercial  operations for its PCS services and, as a result,
has not yet  generated  operating  revenue or earnings.  The Company  intends to
initiate the commercial launch of its service in the fourth quarter of 1996 with
service in most MTAs by the end of the first half of 1997.  Pop  coverage at the
end of the initial  launch  period  (approximately  the end of the first half of
1997) is expected to reach approximately 57% of the Pops in all of the Company's
license areas with coverage in the individual  license areas ranging from 19% to
90%. The timing of launch in  individual  markets will be  determined by various
factors, principally zoning and microwave relocation factors, equipment delivery
schedules and local market and competitive  considerations.  The Company intends
to continue to expand its  coverage in its PCS markets in its  existing  license
areas based on actual market experience,  customer demand, and reductions in the
cost of  technology.  The  extent  to  which  the  Company  is able to  generate
operating  revenue and earnings is  dependent  on a number of business  factors,
including securing  financing to complete network  construction and fund initial
operations  and  operating  losses,  successfully  deploying the PCS network and
attaining  profitable  levels of market  demand for the  Company's  products and
services.

Liquidity and Capital Resources

The buildout of the Company's PCS network and the marketing and  distribution of
the Company's PCS products and services will require  substantial  capital.  The
Company currently estimates that its capital requirements (capital expenditures,
the cost of its existing licenses,  working capital,  debt service  requirements
and anticipated  operating losses) for the period from inception through the end
of 1998 (based on the Company's  current  plans for its network  buildout in its
current  license  areas)  will  total   approximately  $8.9  billion  (of  which
approximately  $3.0 billion had been  expended as of September  30,  1996).  The
Company  will  also  require  substantial  additional  capital  for new  license
acquisitions  or investments in entities  making license  acquisitions  (if any)
and,  after 1998, 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 $3.8 billion through 1997,  including
$2.1 billion in 1996.  Estimated  capital  expenditures  have  increased  due to
changes  in  the  nature  of  certain  network  elements,   actual  construction
experience to date and additional network capacity requirements.  Actual amounts
of the funds required may vary  materially  from these  estimates and additional
funds would be required in the event of significant  departures from the current
business  plan,  new license  acquisitions,  unforeseen  delays,  cost overruns,
unanticipated expenses, regulatory changes, engineering design changes and other
technological risks.

The Company currently has no sources of revenue to meet its capital requirements
and has relied upon capital  contributions  and advances from Holdings and third
party  and  public  debt.  Holdings  also  requires  capital  for its  affiliate
investments  and  other  partnership  purposes.  The  Partners  have  agreed  to
contribute  up to an  aggregate  of $4.2  billion of equity to Holdings  (to the
extent  required by the annual  budgets of Holdings as approved by the Partners)
through  fiscal 1999. As of September 30, 1996,  approximately  $3.0 billion had
been contributed to Holdings,  of which $2.7 billion had been contributed to the
Company and the remaining $0.3 billion had been  contributed or advanced to APC.
The Company  currently intends to obtain up to $0.9 billion of additional equity
following  September 30, 1996,  resulting in $3.6 billion in aggregate  invested
equity  capital in the  Company,  although  there can be no  assurance  that any
additional  capital  will be  obtained in the form of equity from the Parents or
otherwise.  The Parents have committed to make available to the Company or cause
Holdings to make available to the Company up to $1.0 billion of such  additional
equity,  to the  extent  required  by the  Company  to fund any  projected  cash
shortfall,  under a Capital  Contribution  Agreement  among the  Company and the
Parents that provides for $1.0 billion in aggregate  equity  commitments  (less,
subject to certain exceptions, amounts of cash equity contributed to the Company
after  December  31,  1995).  The  Company's  business  plan  and the  financial
covenants and other terms of the Secured Financing  (defined below) will require
such additional

<PAGE>


equity financing prior to the end of 1998,  absent a new financing  source.  The
$1.0 billion portion of the $4.2 billion not invested in the Company that may be
available  to  Holdings  from  the  Partners  may be  used by  Holdings  to fund
Holdings' other affiliate commitments, to make other wireless investments and/or
to make new license  acquisitions.  Amounts  budgeted by the  Partners in future
years  will  determine  the extent to which the  commitments  will  actually  be
utilized.

The Company has entered into financing agreements for up to an aggregate of $5.1
billion of senior secured loans from certain third parties. Nortel has committed
to provide up to $1.3 billion in senior  secured  loans to finance  purchases of
Nortel's PCS equipment and related services,  Lucent has committed to provide up
to $1.8 billion in senior secured loans  (together  with the Nortel  commitment,
the "Vendor Financing"). Under the related procurement contracts with Lucent and
Nortel,  the Company is required to purchase  minimum  amounts of equipment  and
services  from each vendor.  The Company  will use the proceeds  from the Vendor
Financing to fund the purchase of the equipment and software manufactured by the
vendors as well as substantially all of the construction and ancillary equipment
(e.g., towers, antennae, cable) required to construct the Company's PCS network.
These facilities will serve as the primary financing  mechanism for the buildout
of the network.  The Company has entered into a credit  agreement with The Chase
Manhattan  Bank  ("Chase")  in which  Chase  has  committed  to  provide a fully
underwritten  $2.0 billion bank credit facility (the "Bank Credit Facility" and,
together with the Vendor Financing,  the "Secured Financing") to finance working
capital, capital expenditures, operating losses and other partnership purposes.

In August 1996, the Issuers 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.  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. On August 15, 2001, the Issuers 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) will be used to fund
capital  expenditures,  including the buildout of the nationwide PCS network, to
fund  working  capital  as  required,  to fund  operating  losses  and for other
partnership purposes.

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 Note indentures,  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, 1996,  Sprint  Spectrum (As
Reorganized) used cash of $103 million in operating activities,  which consisted
of the operating loss of $253 million which is offset, in part, by the equity in
the  loss of APC  and  increased  payables  and  other  accruals.  Cash  used in
investing  activities totaled $600 million,  consisting of capital  expenditures
and  microwave  relocation  costs of $428  million  and  advances to APC of $172
million.


<PAGE>


Results of Operations

For the Three Months Ended September 30, 1996

Sprint  Spectrum (As  Reorganized)  incurred a loss of $94 million for the three
months  ended  September  30,  1996,  which  includes  equity in APC loss of $11
million  through August 31, 1996.  There was no  amortization of licenses during
the period as PCS service had not been launched commercially.

For the Nine Months Ended September 30, 1996

Sprint  Spectrum (As  Reorganized)  incurred a loss of $253 million for the nine
months  ended  September  30,  1996,  which  includes  equity in APC loss of $92
million.  There was no amortization of licenses during the period as PCS service
had not been launched commercially.



<PAGE>


                                                                        PART II.
                                                               Other Information

Item 1.  Legal Proceedings

         There were no reportable  events during the quarter ended September 30,
         1996.

Item 2.  Changes in Securities

         There were no reportable  events during the quarter ended September 30,
         1996.

Item 3.  Defaults On Senior Securities

         There were no reportable  events during the quarter ended September 30,
         1996.

Item 4.  Submission of Matters to Votes of Security Holders

         There were no reportable  events during the quarter ended September 30,
         1996.

Item 5.  Other Information



              As of September  17, 1996,  the Company  entered into an agreement
         with  Samsung  Electronics  Co.,  Ltd.  ("Samsung")  pursuant  to which
         Samsung  will  provide  handsets to the Company for a  three-year  term
         commencing on or around April 1, 1997, for an aggregate  purchase price
         of approximately $600 million.

              As of  September  10,  1996,  the Company  entered  into a 10-year
         agreement   with  Sprint   Communications   Company,   L.P.  and  Tandy
         Corporation,  acting by and through its Radio  Shack  division  ("Radio
         Shack"),  pursuant  to which  Radio  Shack  will  provide a  nationwide
         distribution  outlet for Sprint and Sprint PCS products  and  services.
         The agreement may be  terminated  after three years',  with six months'
         prior notice.

              As of July 15, 1996, the Company  entered into an amendment to its
         procurement  and  services  agreement  with  Lucent  Technologies  Inc.
         ("Lucent")  pursuant to which the Company agrees to purchase additional
         equipment and services,  including  related  software,  from Lucent for
         approximately $14 million.

              Copies of the foregoing  agreements have been filed as exhibits to
         this Form 10-Q for the period ended  September 30, 1996.  The foregoing
         summaries of certain  provisions of the agreements do not purport to be
         complete  and are  subject  to,  and  qualified  in their  entirety  by
         reference to, all of the provisions of such respective agreements.

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  State-  ment,
          Registration No. 333-06609, filed on June 21, 1996).
3.2       Agreement of Limited  Partnership of MajorCo Sub, L.P. (renamed Sprint
          Spectrum  L.P.) dated as of March 28, 1995,  among  MajorCo,  L.P. 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.
4.2       Form of Senior Note (included in Exhibit 4.1)

<PAGE>



   
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.
4.4       Form of Senior Discount Note (included in Exhibit 4.3).
10.1      Amendment No. 2 to the Lucent Technologies/Sprint Spectrum Procurement
          and  Services  Contract,  dated as of July  15,  1996  between  Sprint
          Spectrum Equipment  Company, L.P. and  Lucent Technologies, Inc.   The
          omitted portions indicated by brackets have been separately filed with
          the Securities and Exchnage Commission pursuant to a  request for con-
          fidential treatment under Rule 24b-2 of  the Securities  and  Exchange
          Act of 1934, as amended.
10.2      First Amendment to Amended and Restated  Trademark License  Agreement,
          dated as of September 26, 1996, between Sprint Communications Company,
          L.P. and Sprint Spectrum Holding Company, L.P.
10.3      Assignment  and  Acceptance   Agreement  (regarding  the  Amended  and
          Restated  Trademark  License  Agreement,   as  amended)  dated  as  of
          September 30, 1996 between Sprint Spectrum Holding  Company,  L.P. and
          Sprint Spectrum L.P.
10.4      Amended and Restated  Assignment  and Assumption  Agreement  (Leases),
          dated as of July 1, 1996,  between Sprint  Spectrum  Holding  Company,
          L.P., Sprint Spectrum L.P. and Sprint Spectrum Realty Company, L.P.
10.5      Employment  Agreement,  dated  as of July  29,  1996,  between  Sprint
          Spectrum  Holding Company,  L.P. and Andrew Sukawaty  (incorporated by
          reference  to  Form  S-1  Registration  Statement,   Registration  No.
          333-06609, filed on August 12, 1996).
10.6      Registration  Rights  Agreement,  dated as of August  23,  1996  among
          Sprint Spectrum L.P.,  Sprint Spectrum Finance  Corporation and Sprint
          Corporation.
10.7      Amended  and  Restated  Capital  Contribution  Agreement,  dated as of
          October 2, 1996, among Sprint Corporation, Tele-communications,  Inc.,
          Comcast Corporation, Cox Communications, Inc. and Sprint Spectrum L.P.
10.8      Letter Agreement,  dated as of August 31, 1996,  between American PCS,
          L.P., American Personal Communications Inc., WirelessCo,  L.P., Sprint
          Spectrum L.P. and Sprint  Spectrum  Holding  Company,  L.P.  [Exhibits
          omitted]  (incorporated  by reference to Form 10-Q, filed on September
          26, 1996).
10.9      Subscriber Unit Equipment  Purchase and Supply Agreement,  dated as of
          September  17,  1996,   between  Sprint   Spectrum  L.P.  and  Samsung
          Electronics Co., Ltd. The omitted portions indicated by brackets have
          been separately filed with the Securities and Exchange Commission pur-
          suant to a request for confidential treatment under Rule 24b-2 of the 
          Securities Exchange Act of 1934, as amended.
10.10     Letter  Agreement dated as of September 17, 1996, from Sprint Spectrum
          L.P. to Samsung  Electronics  Co., Ltd. and Samsung  Electronics  Co.,
          Ltd/Samsung Telecommunications America, Inc.
10.11     Master  Agreement,   dated  as  of  September  1996,   between  Sprint
          Communications  Company,  L.P.,  Sprint  Spectrum L.P.,  Sprint United
          Management  Company  and Tandy  Corporation,  a  Delaware  corporation
          acting by and  through  its Radio  Shack  division.   The omitted por-
          tions indicated by brackets have been separately  filed with the Secu-
          rities and Exchange Commission  pursuant to a request for confidential
          treatment under Rule 24b-2 of  the Securities Exchange Act of 1934, as
          amended.  
27        Financial data schedule
    

     (b) Reports on Form 8-K

         No reports on Form 8-K were filed  during the quarter  ended  September
         30, 1996.


<PAGE>


                                    SIGNATURE





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







                                            SPRINT SPECTRUM L.P.
                                            (Registrant)





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



Dated:  February 7, 1997