SEC Division of Corporation Finance no-action letter: Sprint Corporation

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Securities Act of 1933 - Section 3(a)(10)

Rule 144

August 25, 2003

RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF CORPORATION FINANCE

Re: Sprint Corporation ("Company")

Incoming Letter dated August 18, 2003

Based upon the facts presented in your letter and contingent upon approval of the Settlement by the Court (each as defined in your letter), the Division will not recommend any enforcement action to the Commission if the Company, in reliance upon your opinion as counsel that registration is not required, issues the Company's common shares to Plaintiffs' Counsel (as defined in your letter) without registration under the Securities Act of 1933, in exchange for Plaintiffs' Counsel's claim for legal fees in the shareholder derivative class action against the Company that, pursuant to the Settlement, will result in, among other things, enhancements to the Company's corporate governance policies, as described in your letter. Plaintiffs' Counsel receiving such common shares pursuant to the Settlement who are not affiliates of the Company may resell such common shares for their own accounts without regard to Rule 144. Plaintiffs' Counsel receiving such common shares pursuant to the Settlement who are affiliates of the Company may resell pursuant to Rule 144. Because the common shares will not be restricted securities, the holding period requirement of Rule 144(d) will not apply.