Exhibit 10.4


                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT is made on the 21st day of January,  1997, by and
between Sprint Spectrum L.P. ("Employer") and Charles E. Levine ("Executive").


                                                        WITNESSETH:


     WHEREAS,  Employer and its affiliates are engaged in the telecommunications
business;


     WHEREAS, Executive has expertise, experience and capability in the business
of employer and the telecommunications business in general;

     WHEREAS, Employer desires to enter into this Agreement to provide severance
and other  benefits for Executive and obtain  Executive's  agreements  regarding
confidentiality and post-employment restrictive covenants for Employer; and


     WHEREAS, Executive is willing to provide such agreements to Employer.

     NOW,  THEREFORE,  in  consideration  of the promises  and mutual  covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which consideration are mutually  acknowledged by the parties, it
is hereby agreed as follows:


                                   1. RECITALS


         The  recitals  set forth  above  constitute  an  integral  part of this
Agreement, evidencing the intent of the parties in executing this Agreement, and
describing the circumstances surrounding its execution.  Those recitals are made
a part of the covenants of this Agreement, and this Agreement shall be construed
in light thereof.


                         2. DUTIES AND RESPONSIBILITIES


         The  position  is Chief  Marketing  Officer  and  reports  to the Chief
Executive  Officer,  Sprint PCS.  The duties and  responsibilities  of Executive
shall be of an executive  nature as shall be required by Employer in the conduct
of its business.  Executive's powers and authority shall include such duties and
responsibilities  as from  time  to  time  may be  assigned  to  him.  Executive
recognizes that during his employment under this Agreement, he owes an undivided
duty of loyalty to Employer,  and agrees to devote his entire  business time and
attention to the performance of his duties and  responsibilities  and to use his
best efforts to promote and develop the business of Employer.


                               3. EMPLOYMENT TERM


         This  Agreement  shall become  effective  as of January 27,  1997,  and
continue  until  Executive's   employment  is  terminated  by  either  party  in
accordance with Sections 5, 6, 7 or 8 of this Agreement.


                          4. COMPENSATION AND BENEFITS


         4.1. Executive shall be entitled to receive a base salary in the amount
of Three  Hundred  Thousand  Dollars  ($300,000.00)  per year  ("Base  Salary"),
payable in accordance with Employer's  normal payroll  procedures in effect from
time to time.  Employer  may increase or decrease  Executive's  Base Salary from
time to time, subject to the provisions of this Agreement.


         4.2.  Executive  shall be entitled to participate in such long-term and
short-term incentive compensation,  life, health, medical,  dental,  disability,
pension,  savings, and retirement plans and other similar executive compensation
and employee benefit plans which may be in effect from time to time and in which
other officers of Employer having  comparable  responsibilities  are entitled to
participate. Executive's participation in such plans shall be in accordance with
the terms of those plans in effect from time to time.  Nothing contained in this
subsection  shall be  construed  to  require  Employer  to  establish,  or shall
preclude Employer,  in its absolute  discretion,  from changing or amending,  in
whole or in part, or revoking,  any executive  compensation or employee  benefit
plan.


         4.3. Executive shall be reimbursed for reasonable  expenses incurred on
behalf of  Employer  and  accounted  for in  accordance  with the  policies  and
procedures of Employer in effect from time to time.


         4.4.  Executive shall be entitled to paid hours in an amount equivalent
to that  provided to employees  with fifteen (15) years of service as recognized
by Employer's Time Pool Policy or similar practice in effect from time to time.


                5. TERMINATION BY EMPLOYER; SPECIAL COMPENSATION


         At any time,  Employer may  terminate  Executive's  employment  for any
reason. If Executive's termination by Employer is other than pursuant to Section
6,  Executive  shall,  subject  to the other  provisions  of this  Section 5, be
entitled to the following Special  Compensation (as that term is defined in this
Section  5 in  lieu  of any  benefits  available  under  any  and  all  Employer
separation  plans or  policies,  except as noted in Section 17. If  Executive is
terminated pursuant to this Section 5, Executive's obligations under Section 11,
12, 13 and 14 hereof shall continue.


         For purposes of this Agreement,  "Special  Compensation"  shall entitle
Executive:


         5.1. to  continue to receive for a period of eighteen  (18) months from
the date of termination (the "Severance Period"),  bi-weekly compensation at the
rate equal to the amount of his  bi-weekly  base salary in effect at the date of
termination of employment paid according to Employer's payroll practices;


         5.2. to receive a bonus, based on actual performance results, up to the
target  amount,  under any  short-term  incentive  plan  maintained  by Employer
throughout the Severance  Period in which  Executive  participated  prior to the
termination of his employment,  provided that the amount,  if any, payable under
such plan for the award period  including the last day of the  Severance  Period
shall be prorated  based upon the number of months of the Severance  Period that
fall  within  the  award  period  and the total  number of months in such  award
period;


         5.3. to receive any vested award under any long-term  incentive plan in
which Executive  participated prior to the termination of his employment,  based
on  the  Executive's  last  day  worked,  exclusive  of  any  Severance  Period,
determined in accordance with the terms of said Plan;


         5.4. to continue to receive  throughout the Severance  Period any life,
health,  medical,  dental,  and qualified or non-qualified  retirement  benefits
which the  Executive  was  receiving  or was  entitled to receive at the time of
termination  of  his  employment,  except  that  any  long-term  disability  and
short-term disability benefits cease on the last day worked; and


         5.5. to receive outplacement counseling  by a firm selected by Employer
to continue for the duration of the Severance Period or until Executive  becomes
employed on a full-time basis, whichever is earlier.


         Employer  shall pay,  or cause to be paid,  the amounts  payable  under
paragraph (a) above in equal  installments,  bi-weekly or otherwise according to
Employer's  existing pay practices,  and the amount payable under paragraphs 5.2
and 5.3 in  accordance  with the  terms of those  plans,  if any.  All  payments
pursuant to this Section shall be subject to applicable income tax, unemployment
insurance and social security withholdings and other deductions required by law.


         In addition  to the Special  Compensation  described  above,  Executive
shall also be entitled to pay for any Time Pool hours  accrued by  Executive  in
the calendar year of termination but not taken at the time of termination.


         In the event Executive becomes employed  full-time during the Severance
Period,  Executive's  entitlement to continuation  of the benefits  described in
paragraph  5.4 shall  immediately  cease;  however,  Executive  shall retain any
rights to continue medical insurance coverage (including dental) under the COBRA
continuation  provisions  of the group  medical  insurance  plan by  paying  the
applicable premium therefore.


         The  payments and  benefits  provided  for in this Section  shall be in
addition to all other sums then  payable and owing to Executive  hereunder  and,
except as expressly  provided herein,  shall not be subject to reduction for any
amounts  received  by  Executive  for  employment  or  services  provided  after
termination  of  employment  hereunder,  and  shall  be in full  settlement  and
satisfaction of all of Executive's claims and demands.


         In all events,  Executive's  right to receive  severance  and/or  other
benefits  pursuant  to this  Section  shall cease  immediately  in the event (a)
Executive is re-employed  by Employer,  (b) Executive is employed by any person,
firm, corporation or other entity that has an ownership interest in Employer, or
any of their  affiliates,  (c) Executive  breaches his Confidential  Information
covenant (as defined in Section 11 hereof),  or (d) Executive  breaches Sections
12, 13 or 14 hereof.  In all cases,  Employer's  rights  under  Section 15 shall
continue.


          6. VOLUNTARY RESIGNATION BY EXECUTIVE; TERMINATION FOR CAUSE;
                                TOTAL DISABILITY


         Upon  termination of Executive's  employment by Voluntary  Resignation,
Termination  for Cause (as those terms are  defined in this  Section 6, or Total
Disability,  as that term is defined in Employer's  Long-Term  Disability  Plan,
Executive shall have no right to  compensation,  severance pay or other benefits
described in this Agreement  following the  termination of his  employment,  but
Executive's obligations under Sections 11, 12, 13 and 14 hereof shall continue.


         6.1.      Voluntary Resignation by Executive


         At any time, Executive has the right, by written notice to Employer, to
terminate  his services  hereunder  ("Voluntary  Resignation"),  effective as of
thirty (30) days after such notice.


         6.2.      Termination for Cause by Employer


         At any time, Employer has the right to terminate Executive's employment
for cause.  Termination  upon the  occurrence of any of the  following  shall be
deemed termination for cause ("Termination for Cause"):


               6.2.1.  Conduct by the Executive which reflects  adversely on the
          Executive's honesty, trustworthiness or fitness as an Executive; or
                  
               6.2.2.   Executive's  willful  engagement  in  conduct  which  is
          demonstrably and materially injurious to the Employer.


         Termination  for  failure  to  meet  performance  expectations,  unless
willful,  continuing  and  substantial,  shall not be deemed a  Termination  for
Cause.  For  Termination  for  Cause,  written  notice  of  the  termination  of
Executive's  employment by Employer  shall be served upon Executive and shall be
effective as of the date of such  service.  Such notice given by Employer  shall
specify the act or acts of Executive underlying such termination.


         6.3.      Total Disability


         Upon the Total Disability of the Executive,  as that term is defined in
Employer's   Long-Term  Disability  Plan,  Executive  shall  have  no  right  to
compensation or severance pay described in this Agreement, but shall be entitled
to  long-term  disability  and other such  benefits  afforded  under  Employer's
applicable policies and plans.


                 7. RESIGNATION FOLLOWING CONSTRUCTIVE DISCHARGE


         If at any time,  except in connection  with a  termination  pursuant to
Section 5 or 6, Executive is Constructively  Discharged (as that term is defined
in this Section 7), then  Executive  shall have the right,  by written notice to
Employer  within sixty (60) days of the event  causing him to be  Constructively
Discharged,  to terminate  his services  hereunder,  effective as of thirty (30)
days  after  such  notice.  Executive  shall in such  event be  entitled  to the
compensation  and benefits as if such  employment  were  terminated  pursuant to
Section 5 of this Agreement.  If Executive terminates his employment pursuant to
this Section 7, Executive's  obligations  under Sections 11, 12, 13 and 14 shall
continue.


         For purposes of this Agreement,  the Executive shall be "Constructively
Discharged" upon the occurrence of either of the following events:


         7.1. Executive is removed from his position with Employer other than as
a result of Executive's  appointment to positions of equal or superior scope and
responsibility; or


         7.2.  Executive's  targeted total  compensation is reduced by more than
ten percent (10%) (other than  across-the-board  reductions  similarly affecting
all executives of Employer having comparable responsibilities).


                         8. EFFECT OF CHANGE IN CONTROL


         In the event that  within one (1) year of a Change in Control  (as that
term is defined in this Section 8, Executive's employment is terminated:


         8.1.      by Employer other than pursuant to Section 6,


         8.2.      by Executive pursuant to Section 7 hereof,


         8.3. by Executive if Executive is required to be based  anywhere  other
than his location at the time or the Kansas City  metropolitan  area, except for
required  travel  on  business  to  an  extent  substantially   consistent  with
Executive's  business  travel  obligations  immediately  prior to the  Change in
Control, then Executive shall be entitled to the Special Compensation  described
in  Section 5 and shall be bound by  Sections  11, 13 and 14, but shall not have
any  continuing  obligations  under  Section 12 except as otherwise  required by
common law or statute.


         For purposes of this  Agreement,  a "Change in Control" shall be deemed
to have occurred if any natural person, corporation, trust, partnership, limited
liability  company  or other  entity (a  "Person"),  other than (i) a trustee or
other fiduciary holding securities under an employee benefit plan of Employer or
any of its  affiliates,  or (ii) the current  partners of Employer or any Person
that, directly or indirectly, owns or controls, is owned or controlled by, or is
under common ownership of control with, the current partners of Employer,  is or
becomes the owner, directly or indirectly, of fifty percent (50%) or more of the
outstanding partnership interests in Employer.


                              9. DISPUTE RESOLUTION


         All disputes  arising under this  Agreement,  other than those disputes
relating to Executive's alleged violations of Sections 11, 12, 13 and 14 herein,
shall be submitted to  arbitration  by the American  Arbitration  Association in
Kansas  City,  Missouri.  Costs of  arbitration  shall be borne  equally  by the
parties.  The  decision  of the  arbitrators  shall be final and binding on both
parties,  and  there  shall be no  appeal  from any  award  rendered.  Any award
rendered may be entered as a judgment in any court of competent jurisdiction. In
any  judicial  enforcement  proceeding,  the losing  party shall  reimburse  the
prevailing  party for its reasonable costs and attorneys' fees for enforcing its
rights under this Agreement, in addition to any damages or other relief granted.
This Section 9 does not apply to any action by Employer to enforce  Sections 11,
12,  13 and 14 of this  Agreement  and does not in any way  restrict  Employer's
rights under Section 1 herein.


                                 10. ENFORCEMENT


         In the event  Employer  shall fail to pay any amounts due to  Executive
under this Agreement as they come due,  Employer  agrees to pay interest on such
amounts at a rate of prime plus two percent (2%) per annum. Employer agrees that
Executive shall be entitled to recover all costs of  successfully  enforcing any
provision of this Agreement,  including reasonable  attorneys' fees and costs of
litigation.


                          11. CONFIDENTIAL INFORMATION


         Executive acknowledges that during the course of his employment he will
learn or  develop  Confidential  Information  (as that term is  defined  in this
Section 11). Executive further acknowledges that unauthorized  disclosure or use
of such Confidential Information,  other than in discharge of Executive's duties
on behalf of Employer, will cause Employer irreparable harm.


         For  purposes of this  Section,  Confidential  Information  means trade
secrets  (including  but not limited to  technical  and  non-technical  data,  a
formula,  pattern,  compilation,  program, device, method,  technique,  drawing,
process) and other proprietary information concerning the products, processes or
services of Employer or its partners, and its or their affiliates, including but
not  limited  to,  computer  programs;  unpatented  inventions,  discoveries  or
improvements;   marketing,   manufacturing,   or  organizational   research  and
development;  business plans; methods of operation;  sales forecasts;  personnel
information,  including  the  identity of other  employees  of  Employer,  their
responsibilities, competence, abilities, and compensation; pricing and financial
information; current and prospective customer and supplier lists and information
on customers,  suppliers or their employees;  information  concerning planned or
pending  acquisitions or divestitures;  and information  concerning purchases of
major  equipment  or property,  which  information  has not been made  generally
available to the public.


         Except as authorized in the course of his employment and in the pursuit
of the  business  of  Employer,  Executive  shall not,  during the course of his
employment,  or at any time  following  termination  of his  employment  for any
reason,  directly or indirectly,  disclose,  publish,  communicate or use on his
behalf or another's behalf, any Confidential Information of Employer.


         Executive  acknowledges that Employer operates and competes nationally,
and  that  Employer  will  be  harmed  by  unauthorized  disclosure  or  use  of
Confidential  Information regardless of where such disclosure or use occurs, and
that therefore this confidentiality agreement is not limited to any single state
or other jurisdiction.


                               12. NON-COMPETITION


         Executive   acknowledges   that  use  or  disclosure  of   Confidential
Information  described  in  Section  11 is likely if  Executive  were to perform
telecommunications  functions  relating  to  wireless  services  on  behalf of a
competitor of Employer. Therefore, Executive shall not, for eighteen (18) months
following  termination of employment for any reason (the "Non-Compete  Period"),
accept any position where Executive  dedicates his time and efforts to managing,
controlling,  participating  in, investing in, acting as a consultant or advisor
to, rendering services for or otherwise assisting any person, firm,  corporation
or other  entity in the  wireless  business  in  competition  with the  wireless
business  of  Employer,  anywhere  in the United  States of  America;  provided,
however,  that the  ownership of less than a five  percent (5%)  interest in the
securities of a corporation which are traded on a national  securities  exchange
or quoted on NASDAQ shall not be deemed to constitute a violation hereof.


         Executive  acknowledges that Employer operates and competes nationally,
and that therefore this non-competition  agreement  appropriately is not limited
to any single state or other jurisdiction.


                        13. INDUCEMENT OF OTHER EMPLOYEES


         For an eighteen (18) month period  following  termination of employment
for any reason,  Executive  will not directly or indirectly  solicit,  induce or
encourage any employee or agent of Employer to terminate his  relationship  with
Employer.


                        14. RETURN OF EMPLOYER'S PROPERTY


         All books, records, files, notes, reports,  sketches,  plans, published
memoranda  or other  documents,  and any  other  tangible  forms of  information
(whether stored magnetically,  electronically,  or otherwise, including, but not
limited to, computer diskettes or compact disks), created, developed,  generated
or held by Executive  during  employment,  concerning  or related to  Employer's
business, and whether containing or relating to Confidential Information or not,
are the  property of Employer  and will be promptly  delivered  by  Executive to
Employer upon termination of Executive's  employment for any reason  whatsoever.
During the  course of  employment,  Executive  shall not remove any of the above
property  containing  Confidential  Information,   or  reproductions  or  copies
thereof, or any apparatus from Employer's premises without authorization.


                                  15. REMEDIES


         Executive  acknowledges  that  the  restraints  and  agreements  herein
provided are fair and reasonable, that enforcement of the provisions of Sections
11, 12, 13 and 14 will not cause him undue hardship and that said provisions are
reasonably  necessary and commensurate with the need to protect Employer and its
legitimate  and  proprietary  business  interests and property from  irreparable
harm.


         Executive  acknowledges  that  failure to comply with the terms of this
Agreement will cause irreparable damage to Employer. Therefore, Executive agrees
that,  in  addition  to any  other  remedies  at law or in equity  available  to
Employer for Executive's breach or threatened breach of this Agreement, Employer
is entitled to specific performance or injunctive relief,  without bond, against
Executive  to prevent such damage or breach,  and the  existence of any claim or
cause of action  Executive  may have  against  Employer  will not  constitute  a
defense thereto.  Executive further agrees to pay reasonable attorneys' fees and
costs of  litigation  incurred  by Employer  in any  proceeding  relating to the
enforcement  of the Agreement or to any alleged breach thereof in which Employer
shall prevail in whole or those  reasonable  fees and costs  attributable to the
extent that Employer prevails in part.


         In the event of a breach or a  violation  of any of the  covenants  and
provisions of this Agreement,  the beginning of the Non-Compete  Period (but not
of Executive's obligation thereunder),  shall be tolled during the period of the
continuance of any actual breach or violation.


                          16. CONFIDENTIALITY AGREEMENT


         As a specific condition to Executive's right to Special Compensation or
other benefits  described herein,  Executive agrees that he will not disclose or
discuss the  existence  of this  Agreement,  the Special  Compensation  provided
herein,  or any other  terms of the  Agreement  except:  (1) to  members  of his
immediate family;  (2) to his financial advisor or attorney but then only to the
extent  necessary  for them to assist  him;  (3) to a  potential  employer  on a
strictly confidential basis and then only to the extent necessary for reasonable
disclosure in the course of serious  negotiations for potential  employment;  or
(4) as required by law or to enforce legal rights.


                            17. ENTIRE UNDERSTANDING

         This  Agreement  constitutes  the entire  understanding  and  agreement
between the parties relating to Executive's  employment hereunder and supersedes
and  cancels all prior  written  and oral  understandings  and  agreements  with
respect to such  matters,  except for the terms and  provisions  of the employee
benefit or other  compensation  plans (or any  agreements or awards  thereunder)
referred to in or contemplated by this Agreement.


                               18. BINDING EFFECT


         This  Agreement  shall be  binding  upon and  inure to the  benefit  of
Executive's executors, administrators, legal representatives, heirs and legatees
and the successors and assigns of Employer.


                             19. PARTIAL INVALIDITY


         The various  provisions of this  Agreement are intended to be severable
and to  constitute  independent  and distinct  binding  obligations.  Should any
provision of this Agreement be determined to be void and unenforceable, in whole
or in part, it shall not be deemed to affect or impair the validity of any other
provision or part  thereof,  and such  provision or part thereof shall be deemed
modified to the extent  required to permit  enforcement.  Without  limiting  the
generality of the  foregoing,  if the scope of any  provision  contained in this
Agreement  is  deemed  by a  court  or  arbitrator  to be too  broad  to  permit
enforcement  to its full  extent,  but may be made  enforceable  by  limitations
thereon,  such provision  shall be enforced to the maximum  extent  permitted by
law, and  Executive  hereby  agrees that such scope may be  judicially  modified
accordingly.


                             20. STRICT CONSTRUCTION


         The language used in this  Agreement  will be deemed to be the language
chosen by Employer and  Executive to express  their mutual intent and no rule of
strict construction shall be applied against any person.


                                   21. WAIVER


         The  waiver of any party  hereto of a breach of any  provision  of this
Agreement  by any other party shall not operate or be  construed  as a waiver of
any subsequent breach.


                                   22. NOTICES


         Any notice or other  communication  required or  permitted  to be given
hereunder  shall be  determined  to have been  duly  given to any party (a) upon
delivery to the address of such party specified below if delivered personally or
by  courier;  (b) upon  dispatch  if  transmitted  by telecopy or other means of
facsimile,  provided a copy thereof is also sent by regular mail or courier;  or
(c)  within  forty-eight  (48) hours  after  deposit  thereof in the U.S.  mail,
postage  prepaid,  for delivery as certified  mail,  return  receipt  requested,
addressed,  in any case to the  party at the  following  addresses  or  telecopy
numbers:

         If to Executive:  Charles E. Levine
                           xxxxxx
                           Kansas City, Missouri  64xxx

         If to Employer:   Sprint Spectrum L.P.
                           4900 Main Street, 12th Floor
                           Kansas City, Missouri  64112
                           Attention:  Chief Executive Officer

or other such  addresses  or telecopy  number(s)  as any party may  designate by
written notice in the aforesaid manner.


                                23. GOVERNING LAW


         This  Agreement  shall be governed by, and  interpreted,  construed and
enforced in accordance with, the laws of the State of Kansas.


                                   24. GENDER


         Wherever from the context it appears  appropriate,  each term stated in
either the singular or plural shall include the singular and the plural, and the
pronouns stated in either the masculine, the feminine or the neuter gender shall
include the masculine, feminine or neuter.


                                  25. HEADINGS


         The  headings  of the  Sections  of this  Agreement  are for  reference
purposes  only and do not define or limit and shall not be used to  interpret or
construe the contents of this Agreement.


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed on the date above set forth.

                                          EMPLOYER:

                                          SPRINT SPECTRUM L.P.



                                          By:  __/s/ Andrew J. Sukawaty_______
                                               Authorized Officer


                                          EXECUTIVE:



                                          By:  ____/s/ Charles Levine_________