<PAGE>   1

As filed with the Securities and Exchange Commission on February 27, 2001
                                           Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

                           NEXTEL INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                               <C>
                   Delaware                                    91-16671412
       (State or other jurisdiction of            (I.R.S. Employee Identification No.)
        incorporation or organization)

       10700 Parkridge Blvd., Suite 600                           20191
               Reston, Virginia                                (Zip Code)
   (Address of principal executive offices)
</TABLE>

                                   -----------


                 AMENDED AND RESTATED NEXTEL INTERNATIONAL, INC.
                              INCENTIVE EQUITY PLAN
                            (Full title of the plan)

                                   -----------

                             Robert J. Gilker, Esq.
                        10700 Parkridge Blvd., Suite 600
                             Reston, Virginia 20191
                     (Name and address of agent for service)

                                 (703) 390-5100
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                               3500 SunTrust Plaza
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-3242

                                   -----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================
                                                   Proposed
                                                    maximum      Proposed maximum    Amount of
   Title of securities        Amount to be      Offering price      aggregate       registration
    to be registered         Registered (1)        per share      offering price        fee
--------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>            <C>                <C>
  Class B Common Stock,
     $.001 par value           10,386,750         $11.83 (2)     $122,875,253 (2)   $30,719 (4)
--------------------------------------------------------------------------------------------------
  Class A Common Stock,
     $.001 par value         19,613,250 (2)       $0.30 (2)      $5,883,975(2)      $1,471(4)
--------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   2

<TABLE>
==================================================================================================
<S>                          <C>                  <C>            <C>                <C>
  Class A Common Stock,
     $.001 par value         10,386,250 (3)           (3)              (3)              (3)
==================================================================================================
</TABLE>


       (1) In addition to the shares set forth in the table, the amount to be
registered includes an indeterminate number of shares issuable upon adjustment
due to stock splits, stock dividends and anti-dilution provisions, and other
adjustment provisions as provided in the Amended and Restated Nextel
International, Inc. Incentive Equity Plan (the "Plan").

       (2) Estimated solely for the purpose of computing the registration fee.
This amount was determined in accordance with Rule 457(h) under the Securities
Act of 1933. With respect to 10,386,750 of the shares to be registered, which
are subject to outstanding options, the offering price is based on the weighted
average exercise price of those options. With respect to 19,613,250 of the
shares to be registered, the offering price is based on the book value of the
shares as of the most recent practicable date in accordance with Rule 457(h)(1).

       (3) In addition to the 19,613,250 shares of Class A Common Stock issuable
under the Plan, the amount to be registered includes 10,386,750 shares of Class
A Common Stock issuable upon conversion of the 10,386,750 shares of Class B
Common Stock registered hereby. No more than an aggregate of 30,000,000 shares
(subject to adjustment as described above) of both classes of Common Stock may
be issued under the Plan. Currently outstanding options under the Plan are
exercisable for 10,386,750 shares of Class B Common Stock, which may be
converted without payment of additional consideration on a one-for-one basis
into shares of Class A Common Stock at the option of the holder or automatically
upon the occurrence of specified events. Additional awards under the Plan will
be exercisable only for shares of Class A Common Stock. In accordance with Rule
457(i), no additional filing fee is required in connection with the registration
of 10,386,750 shares of Class A Common Stock.

       (4) The registration fee is calculated by multiplying the product of the
proposed maximum offering price per share and the number of shares to be
registered by .000250.

================================================================================


<PAGE>   3


                                EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.



                                       1
<PAGE>   4


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

       The following documents filed by Nextel International, Inc. (the
"Company") (File No. 333-26649) with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference and made a part hereof:

       (a)    The Annual Report of the Company on Form 10-K for the year ended
              December 31, 1999, filed on March 30, 2000;

       (b)    Quarterly Reports on Form 10-Q: (a) for the quarter ended March
              31, 2000, filed with the Commission on May 15, 2000, (b) for the
              quarter ended June 30, 2000, filed with the Commission on August
              14, 2000, and (c) for the quarter ended September 30, 2000, filed
              with the Commission on November 14, 2000; and

       (c)    Current Reports on Form 8-K: (a) dated and filed with the
              Commission on July 18, 2000, (b) dated and filed with the
              Commission on July 19, 2000, (c) dated and filed with the
              Commission on July 25, 2000, (d) dated and filed with the
              Commission on July 27, 2000, (e) dated August 1, 2000 and filed
              with the Commission on August 2, 2000, (f) dated and filed with
              the Commission on August 17, 2000, (g) dated and filed with
              the Commission on October 26, 2000, (h) dated and filed with the
              Commission on December 13, 2000, (i) dated and filed with the
              Commission on February 14, 2001, (j) dated and filed with the
              Commission on February 16, 2001 and (k) dated and filed with the
              Commission on February 22, 2001.

       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the filing of
this registration statement and prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be made a part hereof from the
respective dates of filing such documents.

Item 4. Description of Securities.

COMMON STOCK

       Of the 2,160,037,500 shares of authorized capital stock, 1,500,000,000
are designated as class A common stock, $.001 par value, 650,000,000 are
designated as class B common stock, $.001 par value, and 10,037,500 are
designated as preferred stock. References to our common stock include both our
class A common stock and our class B common stock.

       Holders of class A common stock and holders of class B common stock
generally have identical rights, except with respect to voting and conversion,
as described below.

       Holders of common stock have no preemptive rights to purchase shares of
our stock.

       Voting

       The class A common stock and class B common stock vote as a single class
on all matters, except as otherwise required by law. Each share of class A
common stock entitles its holder to one vote, and each share of class B common
stock entitles its holder to ten votes. Holders of our common stock do not have
the right to cumulative voting in the election of directors.

       Dividends

       Subject to the preferences of any preferred stock then outstanding, the
holders of common stock are entitled to receive dividends as may be declared in
the discretion of our board of directors. These dividends may be declared


                                       2
<PAGE>   5

from time to time out of assets or funds legally available for these payments.
If any cash dividends are paid, they will be paid ratably among all holders of
common stock.

       If common stock dividends are declared, shares of class A common stock
would be distributed with respect to shares of class A common stock and shares
of class B common stock would be distributed with respect to shares of class B
common stock. The number of shares of each class of common stock payable per
share of each of those classes of common stock will be equal.

       Liquidation

       In the event of a liquidation, dissolution or winding-up, the holders of
class A common stock and the holders of class B common stock will be entitled to
share ratably, as a single class, in all of our assets remaining after payment
of our liabilities and the liquidation preferences of any preferred stock then
outstanding. There are no redemption or sinking fund provisions applicable to
the common stock.

       Conversion of Class B Common Stock

       Shares of class B common stock are convertible at the holder's option, on
a one-for-one basis, into an equal number of fully paid and non-assessable
shares of class A common stock upon surrender of the shares to us.

       In addition, shares of class B common stock automatically convert into
shares of class A common stock as follows:

       -      if at any time the aggregate number of shares of class B common
              stock owned by Nextel Communications, Inc., all subsidiaries of
              Nextel Communications, any person with which Nextel Communications
              or one of its subsidiaries is merged or consolidated and any
              person that acquires all or substantially all of the assets of
              Nextel Communications, constitutes in the aggregate less than 30%
              of all of our issued and outstanding shares of common stock for a
              continuous period of greater than 90 days, then all outstanding
              shares of class B common stock will automatically convert into
              shares of class A common stock; or

       -      if at any time a holder transfers shares of class B common stock
              to anyone who is not a specified permitted transferee, the shares
              of class B common stock so transferred will automatically convert
              into shares of class A common stock. A permitted transferee
              includes other holders of shares of class B common stock, holders
              of options or warrants to purchase shares of class B common stock
              and parties related to these holders, as well as any subsidiary of
              a holder that owns 5% of the then outstanding shares of class B
              common stock, any person with which a 5% holder or one of its
              subsidiaries is merged or consolidated and any person that
              acquires all or substantially all of the assets of any 5% holder
              or one of its subsidiaries.

       Upon any reclassification or other similar transaction that results in
the shares of class A common stock being converted into or exchanged for another
security, holders of class B common stock will be entitled to receive the other
security upon subsequent conversion or exchange of the class B common stock. The
amount of the other security will be the amount that the holder would have
received if he had converted or exchanged his shares for shares of class A
common stock before the event.

RELEVANT PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, RESTATED BYLAWS AND
DELAWARE LAW

       Our certificate of incorporation and bylaws contain provisions that could
make more difficult an acquisition of us by means of a tender offer, a proxy
contest or otherwise. These provisions are expected to discourage specific types
of coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control to first negotiate with us. Although these
provisions may have the effect of delaying, deferring or preventing a change in
control, we believe that the benefits of increased protection of our potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure our company outweigh the disadvantages



                                       3
<PAGE>   6

of discouraging these proposals because, among other things, negotiation of such
proposals could result in an improvement of their terms.

       Stockholder Actions and Special Meetings

       In accordance with Delaware law, any action required or permitted to be
taken at a stockholders' meeting may be taken without a meeting or a vote if the
action is consented to in writing by holders of outstanding stock having the
votes necessary to authorize the action. Our bylaws provide that our present or
a majority of our board of directors may call special meetings of the
stockholders for any purpose. Further, our restated bylaws provide that a
special meeting of the stockholders must be held at the written request of
holders of at least a majority of the entire capital stock issued and
outstanding and entitled to vote. This request must state the purposes of the
proposed meeting.

       Anti-Takeover Statute

       Generally, section 203 of the Delaware general corporation law prohibits
a publicly held Delaware company from engaging in a business combination with an
interested stockholder for a period of three years after the time the
stockholder became an interested stockholder. However, the interested
stockholder may engage in a business combination if specified conditions are
satisfied. Thus, it may make acquisition of control of our company more
difficult. The prohibitions in section 203 do not apply if:

       -      before the stockholder became an interested stockholder, the board
              of directors approved either the business combination or the
              transaction that resulted in the stockholder becoming an
              interested stockholder;

       -      upon consummation of the transaction that resulted in the
              stockholder becoming an interested stockholder, the interested
              stockholder owned at least 85% of the voting stock outstanding at
              the time the transaction began; or

       -      at or after the time the stockholder became an interested
              stockholder, the business combination is approved by the board of
              directors and authorized by the affirmative vote of at least 66
              2/3% of the outstanding voting stock that is not owned by the
              interested stockholder.

       Under section 203 of the Delaware general corporation law, a business
combination includes:

       -      any merger or consolidation of the corporation with the interested
              stockholder;

       -      any sale, lease, exchange or other disposition, except
              proportionately as a stockholder of such corporation, to or with
              the interested stockholder of assets of the corporation having an
              aggregate market value equal to 10% or more of either the
              aggregate market value of all the assets of the corporation or the
              aggregate market value of all its outstanding stock;

       -      transactions resulting in the issuance or transfer by the
              corporation of stock of the corporation to the interested
              stockholder;

       -      transaction involving the corporation, which have the effect of
              increasing the proportionate share of the corporation's stock of
              any class or series that is owned by the interested stockholder;
              or

       -      transactions in which the interested stockholder receives
              financial benefits provided by the corporation.

Item 5. Interests of Named Experts and Counsel.

       Not applicable.



                                       4
<PAGE>   7

Item 6. Indemnification of Directors and Officers.

       Article Six of the registrant's Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), provides that each director or officer of
the registrant shall be indemnified by the registrant to the full extent
permitted by the Delaware General Corporation Law, referred to as the DGCL, or
any other applicable laws as now or hereafter in effect. Article Six of the
Certificate of Incorporation further provides that the registrant may enter into
agreements with any person that provide for indemnification greater or different
than that provided for in Article Six. No amendment or repeal of Article Six
shall have any effect on a person's right to indemnify for claims arising from
acts or omissions occurring in whole or in part before the effective date of
such amendment or repeal.

       Article Seven of the Certificate of Incorporation provides that, to the
fullest extent permitted by the DGCL as it now exists or may hereafter be
amended, a director of the registrant shall not be liable to the registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment or repeal of Article Seven shall have any effect on the
liability or alleged liability of any director of the registrant for any acts or
omissions of the director occurring prior to such amendment or repeal.

       Section 7.1 of the registrant's bylaws (the "Bylaws") provides that each
director and officer shall be indemnified by the registrant to the full extent
permitted by the DGCL. Section 7.1 of the Bylaws further provides that the
registrant may, but shall not be obligated to, maintain insurance at the
registrant's expense with respect to such indemnification, for its own benefit
and that of any such person, whether or not the registrant would otherwise have
the power to indemnify such person.

       Section 7.2 of the Bylaws provides that expenses incurred by a person in
defending a civil or criminal proceeding for which that person may be entitled
to indemnification under the Bylaws or Certificate of Incorporation shall be
paid by the registrant in advance of the final disposition of the proceeding if
the person provides an undertaking to repay the amounts so advanced in the event
it is ultimately determined that he or she is not entitled to indemnification by
the registrant under relevant Delaware law (statutory or nonstatutory). The
registrant shall not be required to so advance expenses to an officer or
director in connection with any action brought by the registrant and approved by
a majority of the board of directors of the registrant if such action alleges
willful misappropriation of corporate assets by such person, disclosure of
confidential information in violation of such persons' fiduciary or contractual
obligations to the registrant, or any other willful and deliberate breach in bad
faith of such person's duty to the registrant and its stockholders.

       Section 102 of the Delaware General Corporation Law allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of the DGCL or obtained an improper personal benefit.

       Section 145 of the DGCL provides, among other things, that a company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by or in the right f the company) by reason of the fact that the
person is or was a director, officer, agent or employee of the company or is or
was serving at the company's request as a director, officer, agent, or employee
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding. The power to indemnify applies (a) if such
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (b) if such person acted in good faith and in a manner he or
she reasonably believed to be in the best interest, or not opposed to the best
interest, of the company, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The power to
indemnify applies to actions brought by or in the right of the company as well,
but only to the extent of defense expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred and not
to any satisfaction of judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in the
event of any adjudication of negligence or misconduct in the performance of his
or her duties to the company, unless the court believes that in the light of all
the circumstances indemnification should apply.



                                       5
<PAGE>   8


       Section 174 of the DGCL provides, among other things, that a director who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.

Item 7. Exemption from Registration Claimed.

       Not applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>
        Exhibit
        Number        Description
        -------       -----------

<S>                  <C>
         4.1         Amended and Restated Nextel International, Inc. Incentive
                     Equity Plan (filed as Exhibit 10.9 to the Current Report on
                     Form 8-K filed with the Commission on February 22, 2001 and
                     incorporated herein by reference).

        *5.1         Opinion of Jones, Day, Reavis & Pogue.

         23.1        Consent of Jones, Day, Reavis & Pogue (included in Exhibit
                     5.1).

        *23.2        Consent of Deloitte & Touche LLP.

        *24.1        Powers of Attorney.
</TABLE>

----------

*filed herewith

Item 9. Undertakings.

       (a)    The undersigned registrant hereby undertakes:

              (1)    to file, during any period in which offers or sales are
                     being made, a post-effective amendment to this registration
                     statement:

                     (i)    to include any prospectus required by Section
                            10(a)(3) of the Securities Act;

                     (ii)   to reflect in the prospectus any facts or events
                            arising after the effective date of the registration
                            statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the registration statement;
                            and

                     (iii)  to include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the registration statement or any material change to
                            such information in the registration statement;

                     provided, however, that paragraphs (1)(i) and (1)(ii) do
                     not apply if the registration statement is on Form S-3 or
                     Form S-8, and the information required to be included in a
                     post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission by the registrant pursuant to Section 13 or
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in the registration statement;



                                       6
<PAGE>   9

              (2)    that, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof; and

              (3)    to remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering;

       (b)    The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act or 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or Section 15(d) of the Securities Exchange Act of 1934 (and,
              where applicable, each filing of an employee benefit plan's annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934) that is incorporated by reference in the registration
              statement shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of
              such securities at that time shall be deemed to be the initial
              bona fide offering thereof; and

       (c)    Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the
              Securities Act of 1933 and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the registrant of expenses incurred or
              paid by a director, officer or controlling person of the
              registrant in the successful defense of any action, suit or
              proceeding) is asserted by such director, officer or controlling
              person in connection with the securities being registered, the
              registrant will, unless in the opinion of its counsel the matter
              has been settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question whether such indemnification
              by it is against public policy as expressed in the Securities Act
              of 1933 and will be governed by the final adjudication of such
              issue.


                                       7
<PAGE>   10


                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reston, State of Virginia, on the 21st day of
February 2001.


                                   NEXTEL INTERNATIONAL, INC.



                                   By:  /s/ ROBERT J. GILKER
                                      -----------------------------
                                            Robert J. Gilker
                                            Vice President and General Counsel



       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 21, 2001:



<TABLE>
<CAPTION>
             Signature                                 Title
             ---------                                 -----


<S>                                   <C>
               *                      Chairman of the Board and Director
-----------------------------
  Timothy M. Donahue


               *                      Chief Executive Officer and Director
-----------------------------         (Principal Executive Officer)
  Steven M. Shindler


               *                      Vice President and Chief Financial
-----------------------------         Officer (Principal Financial Officer)
  Byron R. Siliezar


   /s/ J. VICENTE RIOS                Vice President and Controller
-----------------------------         (Principal Accounting Officer)
  J. Vicente Rios


               *                      Vice Chairman of the Board and Director
-----------------------------
  Keith D. Grinstein


               *                              Director
-----------------------------
  Daniel F. Akerson


               *                              Director
-----------------------------
  Steven P. Dussek
</TABLE>


                                       8
<PAGE>   11

<TABLE>
<CAPTION>
             Signature                                 Title
             ---------                                 -----


<S>                                   <C>
               *                              Director
-----------------------------
  C. James Judson


                                              Director
-----------------------------
  Thomas C. Lynch


               *                              Director
-----------------------------
  Dennis M. Weibling



By:  /s/ ROBERT J. GILKER
     ------------------------------
       *  Robert J. Gilker
           Attorney-in-fact
</TABLE>



                                       9
<PAGE>   12


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                                   Description
-------                                  -----------

<S>           <C>
  4.1         Amended and Restated Nextel International, Inc. Incentive Equity
              Plan (filed as Exhibit 10.9 to the Current Report on Form 8-K filed
              with the Commission on February 22, 2001 and incorporated herein by
              reference).

* 5.1         Opinion of Jones, Day, Reavis & Pogue.

  23.1        Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

* 23.2        Consent of Deloitte & Touche LLP.

* 24.1        Powers of Attorney.
</TABLE>

----------

  * filed herewith


                                       10
[{"type": "S-8", "sequence": "1", "filename": "w45013as-8.txt", "description": "REGISTRATION STATEMENT FORM S-8", "secsgml_size_bytes": 33260}]
{"company-data": {"conformed-name": "NEXTEL INTERNATIONAL INC", "cik": "0001037016", "assigned-sic": "4812", "irs-number": "911671412", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56280", "film-number": "1556015"}, "business-address": {"street1": "10700 PARKRIDGE BLVD", "street2": "SUITE 600", "city": "RESTON", "state": "VA", "zip": "20191", "phone": "7034334000"}, "mail-address": {"street1": "10700 PARKRIDGE BLVD", "street2": "SUITE 600", "city": "RESTON", "state": "VA", "zip": "20191"}, "former-company": {"former-conformed-name": "MCCAW INTERNATIONAL LTD", "date-changed": "19970402"}}
1

As filed with the Securities and Exchange Commission on February 27, 2001
                                           Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

                           NEXTEL INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)
Delaware                                    91-16671412
       (State or other jurisdiction of            (I.R.S. Employee Identification No.)
        incorporation or organization)

       10700 Parkridge Blvd., Suite 600                           20191
               Reston, Virginia                                (Zip Code)
   (Address of principal executive offices)
-----------

                 AMENDED AND RESTATED NEXTEL INTERNATIONAL, INC.
                              INCENTIVE EQUITY PLAN
                            (Full title of the plan)

                                   -----------

                             Robert J. Gilker, Esq.
                        10700 Parkridge Blvd., Suite 600
                             Reston, Virginia 20191
                     (Name and address of agent for service)

                                 (703) 390-5100
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                               3500 SunTrust Plaza
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-3242

                                   -----------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                   Proposed
                                                    maximum      Proposed maximum    Amount of
   Title of securities        Amount to be      Offering price      aggregate       registration
    to be registered         Registered (1)        per share      offering price        fee
--------------------------------------------------------------------------------------------------
Class B Common Stock,
     $.001 par value           10,386,750         $11.83 (2)     $122,875,253 (2)   $30,719 (4)
--------------------------------------------------------------------------------------------------
  Class A Common Stock,
     $.001 par value         19,613,250 (2)       $0.30 (2)      $5,883,975(2)      $1,471(4)
--------------------------------------------------------------------------------------------------
2

==================================================================================================
Class A Common Stock,
     $.001 par value         10,386,250 (3)           (3)              (3)              (3)
==================================================================================================
(1) In addition to the shares set forth in the table, the amount to be
registered includes an indeterminate number of shares issuable upon adjustment
due to stock splits, stock dividends and anti-dilution provisions, and other
adjustment provisions as provided in the Amended and Restated Nextel
International, Inc. Incentive Equity Plan (the "Plan").

       (2) Estimated solely for the purpose of computing the registration fee.
This amount was determined in accordance with Rule 457(h) under the Securities
Act of 1933. With respect to 10,386,750 of the shares to be registered, which
are subject to outstanding options, the offering price is based on the weighted
average exercise price of those options. With respect to 19,613,250 of the
shares to be registered, the offering price is based on the book value of the
shares as of the most recent practicable date in accordance with Rule 457(h)(1).

       (3) In addition to the 19,613,250 shares of Class A Common Stock issuable
under the Plan, the amount to be registered includes 10,386,750 shares of Class
A Common Stock issuable upon conversion of the 10,386,750 shares of Class B
Common Stock registered hereby. No more than an aggregate of 30,000,000 shares
(subject to adjustment as described above) of both classes of Common Stock may
be issued under the Plan. Currently outstanding options under the Plan are
exercisable for 10,386,750 shares of Class B Common Stock, which may be
converted without payment of additional consideration on a one-for-one basis
into shares of Class A Common Stock at the option of the holder or automatically
upon the occurrence of specified events. Additional awards under the Plan will
be exercisable only for shares of Class A Common Stock. In accordance with Rule
457(i), no additional filing fee is required in connection with the registration
of 10,386,750 shares of Class A Common Stock.

       (4) The registration fee is calculated by multiplying the product of the
proposed maximum offering price per share and the number of shares to be
registered by .000250.

================================================================================
3

                                EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.

                                       1
4

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following documents filed by Nextel International, Inc. (the
"Company") (File No. 333-26649) with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference and made a part hereof:

       (a)    The Annual Report of the Company on Form 10-K for the year ended
              December 31, 1999, filed on March 30, 2000;

       (b)    Quarterly Reports on Form 10-Q: (a) for the quarter ended March
              31, 2000, filed with the Commission on May 15, 2000, (b) for the
              quarter ended June 30, 2000, filed with the Commission on August
              14, 2000, and (c) for the quarter ended September 30, 2000, filed
              with the Commission on November 14, 2000; and

       (c)    Current Reports on Form 8-K: (a) dated and filed with the
              Commission on July 18, 2000, (b) dated and filed with the
              Commission on July 19, 2000, (c) dated and filed with the
              Commission on July 25, 2000, (d) dated and filed with the
              Commission on July 27, 2000, (e) dated August 1, 2000 and filed
              with the Commission on August 2, 2000, (f) dated and filed with
              the Commission on August 17, 2000, (g) dated and filed with
              the Commission on October 26, 2000, (h) dated and filed with the
              Commission on December 13, 2000, (i) dated and filed with the
              Commission on February 14, 2001, (j) dated and filed with the
              Commission on February 16, 2001 and (k) dated and filed with the
              Commission on February 22, 2001.

       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the filing of
this registration statement and prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be made a part hereof from the
respective dates of filing such documents.

Item 4. Description of Securities.

COMMON STOCK

       Of the 2,160,037,500 shares of authorized capital stock, 1,500,000,000
are designated as class A common stock, $.001 par value, 650,000,000 are
designated as class B common stock, $.001 par value, and 10,037,500 are
designated as preferred stock. References to our common stock include both our
class A common stock and our class B common stock.

       Holders of class A common stock and holders of class B common stock
generally have identical rights, except with respect to voting and conversion,
as described below.

       Holders of common stock have no preemptive rights to purchase shares of
our stock.

       Voting

       The class A common stock and class B common stock vote as a single class
on all matters, except as otherwise required by law. Each share of class A
common stock entitles its holder to one vote, and each share of class B common
stock entitles its holder to ten votes. Holders of our common stock do not have
the right to cumulative voting in the election of directors.

       Dividends

       Subject to the preferences of any preferred stock then outstanding, the
holders of common stock are entitled to receive dividends as may be declared in
the discretion of our board of directors. These dividends may be declared

                                       2
5

from time to time out of assets or funds legally available for these payments.
If any cash dividends are paid, they will be paid ratably among all holders of
common stock.

       If common stock dividends are declared, shares of class A common stock
would be distributed with respect to shares of class A common stock and shares
of class B common stock would be distributed with respect to shares of class B
common stock. The number of shares of each class of common stock payable per
share of each of those classes of common stock will be equal.

       Liquidation

       In the event of a liquidation, dissolution or winding-up, the holders of
class A common stock and the holders of class B common stock will be entitled to
share ratably, as a single class, in all of our assets remaining after payment
of our liabilities and the liquidation preferences of any preferred stock then
outstanding. There are no redemption or sinking fund provisions applicable to
the common stock.

       Conversion of Class B Common Stock

       Shares of class B common stock are convertible at the holder's option, on
a one-for-one basis, into an equal number of fully paid and non-assessable
shares of class A common stock upon surrender of the shares to us.

       In addition, shares of class B common stock automatically convert into
shares of class A common stock as follows:

       -      if at any time the aggregate number of shares of class B common
              stock owned by Nextel Communications, Inc., all subsidiaries of
              Nextel Communications, any person with which Nextel Communications
              or one of its subsidiaries is merged or consolidated and any
              person that acquires all or substantially all of the assets of
              Nextel Communications, constitutes in the aggregate less than 30%
              of all of our issued and outstanding shares of common stock for a
              continuous period of greater than 90 days, then all outstanding
              shares of class B common stock will automatically convert into
              shares of class A common stock; or

       -      if at any time a holder transfers shares of class B common stock
              to anyone who is not a specified permitted transferee, the shares
              of class B common stock so transferred will automatically convert
              into shares of class A common stock. A permitted transferee
              includes other holders of shares of class B common stock, holders
              of options or warrants to purchase shares of class B common stock
              and parties related to these holders, as well as any subsidiary of
              a holder that owns 5% of the then outstanding shares of class B
              common stock, any person with which a 5% holder or one of its
              subsidiaries is merged or consolidated and any person that
              acquires all or substantially all of the assets of any 5% holder
              or one of its subsidiaries.

       Upon any reclassification or other similar transaction that results in
the shares of class A common stock being converted into or exchanged for another
security, holders of class B common stock will be entitled to receive the other
security upon subsequent conversion or exchange of the class B common stock. The
amount of the other security will be the amount that the holder would have
received if he had converted or exchanged his shares for shares of class A
common stock before the event.

RELEVANT PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, RESTATED BYLAWS AND
DELAWARE LAW

       Our certificate of incorporation and bylaws contain provisions that could
make more difficult an acquisition of us by means of a tender offer, a proxy
contest or otherwise. These provisions are expected to discourage specific types
of coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control to first negotiate with us. Although these
provisions may have the effect of delaying, deferring or preventing a change in
control, we believe that the benefits of increased protection of our potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure our company outweigh the disadvantages

                                       3
6

of discouraging these proposals because, among other things, negotiation of such
proposals could result in an improvement of their terms.

       Stockholder Actions and Special Meetings

       In accordance with Delaware law, any action required or permitted to be
taken at a stockholders' meeting may be taken without a meeting or a vote if the
action is consented to in writing by holders of outstanding stock having the
votes necessary to authorize the action. Our bylaws provide that our present or
a majority of our board of directors may call special meetings of the
stockholders for any purpose. Further, our restated bylaws provide that a
special meeting of the stockholders must be held at the written request of
holders of at least a majority of the entire capital stock issued and
outstanding and entitled to vote. This request must state the purposes of the
proposed meeting.

       Anti-Takeover Statute

       Generally, section 203 of the Delaware general corporation law prohibits
a publicly held Delaware company from engaging in a business combination with an
interested stockholder for a period of three years after the time the
stockholder became an interested stockholder. However, the interested
stockholder may engage in a business combination if specified conditions are
satisfied. Thus, it may make acquisition of control of our company more
difficult. The prohibitions in section 203 do not apply if:

       -      before the stockholder became an interested stockholder, the board
              of directors approved either the business combination or the
              transaction that resulted in the stockholder becoming an
              interested stockholder;

       -      upon consummation of the transaction that resulted in the
              stockholder becoming an interested stockholder, the interested
              stockholder owned at least 85% of the voting stock outstanding at
              the time the transaction began; or

       -      at or after the time the stockholder became an interested
              stockholder, the business combination is approved by the board of
              directors and authorized by the affirmative vote of at least 66
              2/3% of the outstanding voting stock that is not owned by the
              interested stockholder.

       Under section 203 of the Delaware general corporation law, a business
combination includes:

       -      any merger or consolidation of the corporation with the interested
              stockholder;

       -      any sale, lease, exchange or other disposition, except
              proportionately as a stockholder of such corporation, to or with
              the interested stockholder of assets of the corporation having an
              aggregate market value equal to 10% or more of either the
              aggregate market value of all the assets of the corporation or the
              aggregate market value of all its outstanding stock;

       -      transactions resulting in the issuance or transfer by the
              corporation of stock of the corporation to the interested
              stockholder;

       -      transaction involving the corporation, which have the effect of
              increasing the proportionate share of the corporation's stock of
              any class or series that is owned by the interested stockholder;
              or

       -      transactions in which the interested stockholder receives
              financial benefits provided by the corporation.

Item 5. Interests of Named Experts and Counsel.

       Not applicable.

                                       4
7

Item 6. Indemnification of Directors and Officers.

       Article Six of the registrant's Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), provides that each director or officer of
the registrant shall be indemnified by the registrant to the full extent
permitted by the Delaware General Corporation Law, referred to as the DGCL, or
any other applicable laws as now or hereafter in effect. Article Six of the
Certificate of Incorporation further provides that the registrant may enter into
agreements with any person that provide for indemnification greater or different
than that provided for in Article Six. No amendment or repeal of Article Six
shall have any effect on a person's right to indemnify for claims arising from
acts or omissions occurring in whole or in part before the effective date of
such amendment or repeal.

       Article Seven of the Certificate of Incorporation provides that, to the
fullest extent permitted by the DGCL as it now exists or may hereafter be
amended, a director of the registrant shall not be liable to the registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment or repeal of Article Seven shall have any effect on the
liability or alleged liability of any director of the registrant for any acts or
omissions of the director occurring prior to such amendment or repeal.

       Section 7.1 of the registrant's bylaws (the "Bylaws") provides that each
director and officer shall be indemnified by the registrant to the full extent
permitted by the DGCL. Section 7.1 of the Bylaws further provides that the
registrant may, but shall not be obligated to, maintain insurance at the
registrant's expense with respect to such indemnification, for its own benefit
and that of any such person, whether or not the registrant would otherwise have
the power to indemnify such person.

       Section 7.2 of the Bylaws provides that expenses incurred by a person in
defending a civil or criminal proceeding for which that person may be entitled
to indemnification under the Bylaws or Certificate of Incorporation shall be
paid by the registrant in advance of the final disposition of the proceeding if
the person provides an undertaking to repay the amounts so advanced in the event
it is ultimately determined that he or she is not entitled to indemnification by
the registrant under relevant Delaware law (statutory or nonstatutory). The
registrant shall not be required to so advance expenses to an officer or
director in connection with any action brought by the registrant and approved by
a majority of the board of directors of the registrant if such action alleges
willful misappropriation of corporate assets by such person, disclosure of
confidential information in violation of such persons' fiduciary or contractual
obligations to the registrant, or any other willful and deliberate breach in bad
faith of such person's duty to the registrant and its stockholders.

       Section 102 of the Delaware General Corporation Law allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of the DGCL or obtained an improper personal benefit.

       Section 145 of the DGCL provides, among other things, that a company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by or in the right f the company) by reason of the fact that the
person is or was a director, officer, agent or employee of the company or is or
was serving at the company's request as a director, officer, agent, or employee
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding. The power to indemnify applies (a) if such
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (b) if such person acted in good faith and in a manner he or
she reasonably believed to be in the best interest, or not opposed to the best
interest, of the company, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The power to
indemnify applies to actions brought by or in the right of the company as well,
but only to the extent of defense expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred and not
to any satisfaction of judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in the
event of any adjudication of negligence or misconduct in the performance of his
or her duties to the company, unless the court believes that in the light of all
the circumstances indemnification should apply.

                                       5
8

       Section 174 of the DGCL provides, among other things, that a director who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.

Item 7. Exemption from Registration Claimed.

       Not applicable.

Item 8.  Exhibits.
Exhibit
        Number        Description
        -------       -----------
4.1         Amended and Restated Nextel International, Inc. Incentive
                     Equity Plan (filed as Exhibit 10.9 to the Current Report on
                     Form 8-K filed with the Commission on February 22, 2001 and
                     incorporated herein by reference).

        *5.1         Opinion of Jones, Day, Reavis & Pogue.

         23.1        Consent of Jones, Day, Reavis & Pogue (included in Exhibit
                     5.1).

        *23.2        Consent of Deloitte & Touche LLP.

        *24.1        Powers of Attorney.
----------

*filed herewith

Item 9. Undertakings.

       (a)    The undersigned registrant hereby undertakes:

              (1)    to file, during any period in which offers or sales are
                     being made, a post-effective amendment to this registration
                     statement:

                     (i)    to include any prospectus required by Section
                            10(a)(3) of the Securities Act;

                     (ii)   to reflect in the prospectus any facts or events
                            arising after the effective date of the registration
                            statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the registration statement;
                            and

                     (iii)  to include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the registration statement or any material change to
                            such information in the registration statement;

                     provided, however, that paragraphs (1)(i) and (1)(ii) do
                     not apply if the registration statement is on Form S-3 or
                     Form S-8, and the information required to be included in a
                     post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission by the registrant pursuant to Section 13 or
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in the registration statement;

                                       6
9

              (2)    that, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof; and

              (3)    to remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering;

       (b)    The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act or 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or Section 15(d) of the Securities Exchange Act of 1934 (and,
              where applicable, each filing of an employee benefit plan's annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934) that is incorporated by reference in the registration
              statement shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of
              such securities at that time shall be deemed to be the initial
              bona fide offering thereof; and

       (c)    Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the
              Securities Act of 1933 and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the registrant of expenses incurred or
              paid by a director, officer or controlling person of the
              registrant in the successful defense of any action, suit or
              proceeding) is asserted by such director, officer or controlling
              person in connection with the securities being registered, the
              registrant will, unless in the opinion of its counsel the matter
              has been settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question whether such indemnification
              by it is against public policy as expressed in the Securities Act
              of 1933 and will be governed by the final adjudication of such
              issue.

                                       7
10

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reston, State of Virginia, on the 21st day of
February 2001.

                                   NEXTEL INTERNATIONAL, INC.

                                   By:  /s/ ROBERT J. GILKER
                                      -----------------------------
                                            Robert J. Gilker
                                            Vice President and General Counsel

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 21, 2001:
Signature                                 Title
             ---------                                 -----
*                      Chairman of the Board and Director
-----------------------------
  Timothy M. Donahue

               *                      Chief Executive Officer and Director
-----------------------------         (Principal Executive Officer)
  Steven M. Shindler

               *                      Vice President and Chief Financial
-----------------------------         Officer (Principal Financial Officer)
  Byron R. Siliezar

   /s/ J. VICENTE RIOS                Vice President and Controller
-----------------------------         (Principal Accounting Officer)
  J. Vicente Rios

               *                      Vice Chairman of the Board and Director
-----------------------------
  Keith D. Grinstein

               *                              Director
-----------------------------
  Daniel F. Akerson

               *                              Director
-----------------------------
  Steven P. Dussek
8
11
Signature                                 Title
             ---------                                 -----
*                              Director
-----------------------------
  C. James Judson

                                              Director
-----------------------------
  Thomas C. Lynch

               *                              Director
-----------------------------
  Dennis M. Weibling

By:  /s/ ROBERT J. GILKER
     ------------------------------
       *  Robert J. Gilker
           Attorney-in-fact
9
12

                                  EXHIBIT INDEX
Exhibit
Number                                   Description
-------                                  -----------
4.1         Amended and Restated Nextel International, Inc. Incentive Equity
              Plan (filed as Exhibit 10.9 to the Current Report on Form 8-K filed
              with the Commission on February 22, 2001 and incorporated herein by
              reference).

* 5.1         Opinion of Jones, Day, Reavis & Pogue.

  23.1        Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).

* 23.2        Consent of Deloitte & Touche LLP.

* 24.1        Powers of Attorney.
----------

  * filed herewith

                                       10