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[email protected] July 2, 2013 Securities Exchange Act of 1934—Rules 12g-3(a) and 12b-2 Securities Act of 1933—Rule 414 Securities Act of 1933—Forms S-3, S-4, and S-8 Securities Act of 1933—Rule 144 Securities Act of 1933—Section 4(3) and Rule 174 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 RE: Starburst II, Inc. and Sprint Nextel Corporation (Commission File No. 001-04721) Ladies and Gentlemen: We are counsel to Starburst II, Inc., a Delaware corporation (“New Sprint”) and New Sprint’s wholly owned subsidiary, Starburst III, Inc., a Kansas corporation (“Merger Sub”), and on behalf of such entities and Sprint Nextel Corporation, a Kansas corporation (“Sprint”), request advice of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to a number of succession-related issues under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), arising out of a proposed plan to: (i) consummate a merger transaction, pursuant to which Merger Sub will merge with and into Sprint, with Sprint surviving the merger as a wholly owned subsidiary of New Sprint (the “Sprint Merger”) pursuant to that certain agreement and plan of merger by and among SoftBank Corp., a Japanese kabushiki kaisha (“SoftBank”), Sprint, Starburst I, Inc.