<PAGE>
      As filed with the Securities and Exchange Commission on May 22, 1998

                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________

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

                           Nextel Communications, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                          36-3939651
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                         Identification Number)

1505 Farm Credit Drive, McLean, Virginia                        22102
(Address of Principal Executive Offices)                      (Zip Code)




     Nextel Communications, Inc. Amended and Restated Incentive Equity Plan
                              (Full title of plan)


                             Thomas J. Sidman, Esq.
                       Vice President and General Counsel
                           Nextel Communications, Inc.
                             1505 Farm Credit Drive
                             McLean, Virginia 22102
                     (Name and address of agent for service)

                                 (703) 394-3000
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------- ----------------- ------------------- ---------------------- --------------------------


                                                     Proposed Maximum         Proposed
                                       Amount         Offering Price           Maximum                 Amount of
      Title of Securities              To be           Per Unit(2)            Aggregate              Registration
        to be Registered           Registered(1)                          Offering Price(2)               Fee
--------------------------------- ----------------- ------------------- ---------------------- --------------------------

<S>                               <C>                <C>                  <C>                        <C>
Class A Common Stock, par value
$0.001 per share                     21,020,911           $24.69            $519,006,293              $153,106.86


 (1)     Such additional indeterminable number of shares as may be required pursuant to the antidilution provisions
         of the Nextel Communications, Inc. Amended and Restated Incentive Equity Plan is also hereby registered.
 
 (2)     In accordance with Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act"), this
         estimate is made solely for purposes of computing the amount of the registration fee and is based upon the
         average of the high and low sales prices of the Class A Common Stock on the Nasdaq Stock Market on May 21,
         1998.
 
</TABLE>
<PAGE>

                                     PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.

         The following  documents  heretofore  filed by Nextel  Communications,
Inc. (the  "Company" or "Nextel") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (i)       Annual  Report on Form 10-K for the fiscal year ended
               December 31, 1997,  filed with the  Commission on March 30, 1998;

     (ii       Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
               1998,  filed with the  Commission  on May 13, 1998;

     (iii)     Current  Reports on Form 8-K:  (a) dated and filed with the
               Commission  on February 2, 1998,  (b) dated and filed with the
               Commission  on  February  9, 1998,  and (c) dated and filed  with
               the  Commission  on February 12, 1998; and

     (iv)      The  description  of the Company's  Class A Common Stock,  par
               value $0.001 per share,  contained in the Company's  registration
               statement filed pursuant to Section 12 of the Securities Exchange
               Act of 1934, as amended (the  "Exchange  Act"),  and any
               amendments  and reports  filed for the purpose of updating that
               description.

         All documents  filed by Nextel  pursuant to Sections 13 (a), 13 (c),
14 and 15 (d) of the Exchange Act  subsequent to the filing of this registration
statement and prior to the filing of a  post-effective  amendment indicating
that all securities  offered under the Company's Amended and Restated Incentive
Equity Plan (the "Incentive Equity Plan") have been sold or  deregistering  all
securities  then  remaining  unsold  thereunder shall be deemed to be
incorporated  herein by reference and shall be deemed to be a part hereof from
the date of filing thereof.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.
 
         Set forth below is a description  of certain  provisions of the
Restated  Certificate of  Incorporation  of Nextel (the  "Nextel  Charter")
the Amended and  Restated  By-laws of Nextel (the  "Nextel  By-laws")  and the
Delaware  General Corporation  Law (the  "DGCL").  This  description  is
intended  as a summary  only and is  qualified  in its  entirety by reference to
the Nextel Charter, the Nextel By-laws and the DGCL.
 
         Elimination of Liability in Certain  Circumstances.  The Nextel Charter
provides that, to the full extent provided by law,  a  director  will not be
personally  liable to  Nextel or its  stockholders  for or with  respect  to any
acts or omissions  in the  performance  of his or her duties as a  director.
The DGCL  provides  that a  corporation  may limit or eliminate a  director's
personal  liability  for  monetary  damages to the  corporation  or its
stockholders,  except for liability (i) for any breach of the director's duty of
loyalty to such  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve  intentional  misconduct  or a knowing
violation of law,  (iii) for paying a dividend or approving a stock  repurchase 
in violation of Section 174 of the DGCL, or (iv) for any  transaction  from
which the director derived an improper personal benefit.

         While Article 7 of the Nextel Charter  provides  directors with
protection  from awards for monetary  damages for breaches of the duty of care,
it does not  eliminate  the  directors'  duty of care.  Accordingly,  Article 7
will have no effect on the availability of equitable  remedies such as an
injunction or rescission  based on a director's  breach of the duty of care.
The  provisions  of Article 7 as described  above apply to officers of Nextel
only if they are  directors of Nextel and are acting in their capacity as
directors, and does not apply to officers of Nextel who are not directors.

                                       2
<PAGE>
         Indemnification and Insurance.  Under the DGCL,  directors and officers
as well as other employees and individuals may be  indemnified  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,  whether
civil,  criminal,  administrative or investigative (other than an action by or
in the right of the  corporation  as a derivative  action) if they acted in good
faith and in a manner they  reasonably  believed  to be in or not  opposed to
the best  interest  of the  corporation  and,  with  respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful.

         Article 6 of the  Nextel  Charter  and  Article  VII of the  Nextel
By-laws  provide to  directors  and  officers indemnification  to the full
extent  provided  by law,  thereby  affording  the  directors  and  officers  of
Nextel  the protections  available  to  directors  and  officers  of Delaware
corporations.  Article  VII of the Nextel  By-laws  also provides that expenses
incurred by a person in defending a civil or criminal  action,  suit or
proceeding by reason of the fact that he or she is or was a director  or officer
shall be paid in advance  of the final  disposition  of such  action, suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall  ultimately  be  determined  that he or
she is not entitled to be  indemnified  by Nextel as  authorized  by relevant
Delaware  law.  Nextel has obtained  directors and officers  liability
insurance  providing  coverage to its directors and officers.

         On September 12, 1991, the Board of Directors of Nextel  unanimously
adopted  resolutions  authorizing  Nextel to enter into an  Indemnification
Agreement (the  "Indemnification  Agreement") with each director of Nextel,  and
Nextel has entered into an Indemnification Agreement with each director.

         One of the  purposes  of the  Indemnification  Agreements  is to
attempt to  specify  the extent to which  persons entitled to  indemnification
thereunder (the  "Indemnitees")  may receive  indemnification  under
circumstances  in which indemnity  would not  otherwise be provided by the DGCL.
Pursuant to the  Indemnification  Agreements,  an  Indemnitee  is entitled  to
indemnification  as  provided  by Section  145 of the DGCL and to
indemnification  for any amount  which the Indemnitee  is or becomes  legally
obligated  to pay  relating  to or arising  out of any claim made  against  such
person because of any act,  failure to act or neglect or breach of duty,
including any actual or alleged error,  misstatement  or misleading  statement,
which such person  commits,  suffers,  permits or  acquiesces  in while acting
in the  Indemnitee's position  with  Nextel.  The  Indemnification  Agreements
are in addition  to and are not  intended to limit any rights of indemnification
which are available under the Nextel Charter or the Nextel By-laws,  any policy
of insurance or otherwise.  Nextel is not required under the  Indemnification
Agreements to make payments in excess of those expressly provided for in the
DGCL in connection with any claim against the Indemnitee:

          (i) which  results in a final,  nonappealable  order  directing  the
     Indemnitee to pay a fine or similar governmental imposition which Nextel is
     prohibited by applicable law from paying; or

          (ii) based upon or attributable  to the Indemnitee  gaining in fact a
     personal profit to which he was not legally  entitled  including,  without
     limitation,  profits made from the purchase and sale by the  Indemnitee of
     equity  securities  of Nextel which are  recoverable  by Nextel  pursuant
     to Section 16(b) of the Exchange Act and profits arising from  transactions
     in publicly traded  securities of Nextel which were effected by the
     Indemnitee in violation of Section 10(b) of the Exchange Act or Rule 10b-5
     promulgated thereunder.
 
         In addition to the rights to indemnification  specified therein,  the
Indemnification  Agreements are intended to increase the certainty of receipt by
the  Indemnitee  of the benefits to which he or she is entitled by providing
specific procedures relating to indemnification.
 
         The Indemnification  Agreements also are intended to provide increased
assurance of indemnification by prohibiting Nextel from  adopting any  amendment
to the Nextel  Charter or the Nextel  By-laws  which would have the effect of
denying, diminishing or encumbering the  Indemnitee's  rights pursuant thereto
or to the DGCL or any other law as applied to any act or failure to act
occurring in whole or in part prior to the effective date of such amendment.


Item 7.  Exemption from Registration Claimed.

         Not applicable.



                                       3
<PAGE>



Item 8.  Exhibits.

   Exhibit
    Number           Description of Exhibits
     4.1  -  Restated   Certificate  of   Incorporation   of  the  Company
             (filed  as  Exhibits  4.1.1  and  4.1.2  to Post-Effective
             Amendment  No. 1 on Form S-8 to  Registration  Statement  No.
             33-91716 on Form S-4 and incorporated herein by reference).

     4.2  -  Amended  and  Restated  By-laws of the  Company  (filed as Exhibit
             4.2 to Post-Effective  Amendment No. 1 on Form S-8 to Registration
             Statement No. 33-91716 on Form S-4 and incorporated herein by
             reference).

     4.3  -  Nextel  Communications, Inc. Amended and Restated Incentive Equity
             Plan (as amended and restated as of March 24, 1998).

     5    -  Opinion of Jones, Day, Reavis and Pogue.

    23.1  -  Consent of Jones, Day, Reavis and Pogue (included in Exhibit 5).

    23.2  -  Consent of Deloitte & Touche llp.


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.  Notwithstanding  the foregoing,  any  increase
or decrease in volume of  securities  offered (if the total dollar  value of
securities  offered would not exceed that which was  registered) and any
deviation from the low or high end of the estimated  maximum  offering range may
be reflected in the form of prospectus  filed with the  Commission  pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price  represent no
more than a 20% change in the maximum  aggregate  offering price set forth in 
the "Calculation of Registration Fee" table in the effective 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.

     (2)  That, for the purpose of determining  any liability  under the
Securities  Act, 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.

     (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 of 1933,  each filing of the
registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 (and,  where  applicable,  each filing of an
employee  benefit  plan's annual  report  pursuant to Section 15(d) of the

                                       4
<PAGE>

Exchange Act of 1934) that is  incorporated  by reference in the  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.

(c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act 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  Commission  such
indemnification  is against  public  policy as expressed in the Securities Act
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 and will be governed by the final adjudication of such issue.






















                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act,  Nextel  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 McLean,  Commonwealth  of Virginia,  on the 21st day of May, 1998.

                                        NEXTEL COMMUNICATIONS, INC.


                                        By:  /s/ THOMAS J. SIDMAN               
                                             Thomas J. Sidman
                                             Vice President and General Counsel


         Pursuant to the  requirements  of the  Securities  Act, this
Registration  Statement has been signed below by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
<S>                                     <C>                                               <C>
Name                                     Title                                             Date

 /s/ DANIEL F. AKERSON                   Chairman of the Board, Chief                      May 21, 1998
Daniel F. Akerson                        Executive Officer and Director
                                         (Principal Executive Officer)

/s/ STEVEN M. SHINDLER                   Vice President and Chief Financial                May 21, 1998
Steven M. Shindler                       Officer (Principal Financial Officer)

/s/ WILLIAM G. ARENDT                    Vice President and Controller                     May 21,1998
William G. Arendt                        (Principal Accounting Officer)


/s/ MORGAN E. O'BRIEN                    Vice Chairman of the Board and Director           May 21, 1998
Morgan E. O'Brien


/s/ TIMOTHY M. DONAHUE                   President, Chief Operating Officer and Director   May 21, 1998
Timothy M. Donahue


                                         Director
Keith J. Bane


/s/ CRAIG O. MCCAW                       Director                                          May 21, 1998
Craig O. McCaw


/s/ KEISUKE NAKASAKI                     Director                                          May 21, 1998
Keisuke Nakasaki


/s/ MASAAKI TORIMOTO                     Director                                          May 21, 1998
Masaaki Torimoto


/s/ DENNIS M. WEIBLING                   Director                                          May 21, 1998
Dennis M. Weibling


                                       6
<PAGE>

/s/ WILLIAM E. CONWAY, JR.               Director                                          May 21, 1998
William E. Conway, Jr.


/s/ FRANK M. DRENDEL                     Director                                          May 21, 1998
Frank M. Drendel
</TABLE>





























                                       7
<PAGE>

                                    EXHIBITS

      Exhibit
       Number       Description of Exhibits
          4.1  -    Restated  Certificate  of  Incorporation  of the Company
                    (filed as  Exhibits  4.1.1 and 4.1.2 to  Post-Effective
                    Amendment No. 1 on Form S-8 to Registration  Statement No.
                    33-91716 on Form S-4 and incorporated herein by reference).
          4.2  -    Amended and Restated By-laws of the Company (filed as
                    Exhibit 4.2 to Post-Effective Amendment No. 1 on Form S-8 to
                    Registration Statement No. 33-91716 on Form S-4 and
                    incorporated herein by reference).
          4.3  -    Nextel  Communications,  Inc. Amended Restated Incentive
                    Equity Plan (as amended and restated as of March 24, 1998).
            5  -    Opinion of Jones, Day, Reavis and Pogue.
         23.1  -    Consent of Jones, Day, Reavis and Pogue (included in Exhibit
                    5).
         23.2  -    Consent of Deloitte & Touche LLP.
[{"type": "S-8", "sequence": "1", "description": "AMENDED & RESTATED INCENTIVE EQUITY PLAN", "secsgml_size_bytes": 21789}]
{"company-data": {"conformed-name": "NEXTEL COMMUNICATIONS INC", "cik": "0000824169", "assigned-sic": "4812", "irs-number": "363939651", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53429", "film-number": "98630717"}, "business-address": {"street1": "1505 FARM CREDIT DR", "street2": "STE 100", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "2014381400"}, "mail-address": {"street1": "201 ROUTE 17 N", "city": "RUTHERFORD", "state": "NJ", "zip": "07070"}}
As filed with the Securities and Exchange Commission on May 22, 1998

                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________

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

                           Nextel Communications, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                          36-3939651
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                         Identification Number)

1505 Farm Credit Drive, McLean, Virginia                        22102
(Address of Principal Executive Offices)                      (Zip Code)

     Nextel Communications, Inc. Amended and Restated Incentive Equity Plan
                              (Full title of plan)

                             Thomas J. Sidman, Esq.
                       Vice President and General Counsel
                           Nextel Communications, Inc.
                             1505 Farm Credit Drive
                             McLean, Virginia 22102
                     (Name and address of agent for service)

                                 (703) 394-3000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------- ----------------- ------------------- ---------------------- --------------------------

                                                     Proposed Maximum         Proposed
                                       Amount         Offering Price           Maximum                 Amount of
      Title of Securities              To be           Per Unit(2)            Aggregate              Registration
        to be Registered           Registered(1)                          Offering Price(2)               Fee
--------------------------------- ----------------- ------------------- ---------------------- --------------------------
Class A Common Stock, par value
$0.001 per share                     21,020,911           $24.69            $519,006,293              $153,106.86

 (1)     Such additional indeterminable number of shares as may be required pursuant to the antidilution provisions
         of the Nextel Communications, Inc. Amended and Restated Incentive Equity Plan is also hereby registered.
 
 (2)     In accordance with Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act"), this
         estimate is made solely for purposes of computing the amount of the registration fee and is based upon the
         average of the high and low sales prices of the Class A Common Stock on the Nasdaq Stock Market on May 21,
         1998.
PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.

         The following  documents  heretofore  filed by Nextel  Communications,
Inc. (the  "Company" or "Nextel") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (i)       Annual  Report on Form 10-K for the fiscal year ended
               December 31, 1997,  filed with the  Commission on March 30, 1998;

     (ii       Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
               1998,  filed with the  Commission  on May 13, 1998;

     (iii)     Current  Reports on Form 8-K:  (a) dated and filed with the
               Commission  on February 2, 1998,  (b) dated and filed with the
               Commission  on  February  9, 1998,  and (c) dated and filed  with
               the  Commission  on February 12, 1998; and

     (iv)      The  description  of the Company's  Class A Common Stock,  par
               value $0.001 per share,  contained in the Company's  registration
               statement filed pursuant to Section 12 of the Securities Exchange
               Act of 1934, as amended (the  "Exchange  Act"),  and any
               amendments  and reports  filed for the purpose of updating that
               description.

         All documents  filed by Nextel  pursuant to Sections 13 (a), 13 (c),
14 and 15 (d) of the Exchange Act  subsequent to the filing of this registration
statement and prior to the filing of a  post-effective  amendment indicating
that all securities  offered under the Company's Amended and Restated Incentive
Equity Plan (the "Incentive Equity Plan") have been sold or  deregistering  all
securities  then  remaining  unsold  thereunder shall be deemed to be
incorporated  herein by reference and shall be deemed to be a part hereof from
the date of filing thereof.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.
 
         Set forth below is a description  of certain  provisions of the
Restated  Certificate of  Incorporation  of Nextel (the  "Nextel  Charter")
the Amended and  Restated  By-laws of Nextel (the  "Nextel  By-laws")  and the
Delaware  General Corporation  Law (the  "DGCL").  This  description  is
intended  as a summary  only and is  qualified  in its  entirety by reference to
the Nextel Charter, the Nextel By-laws and the DGCL.
 
         Elimination of Liability in Certain  Circumstances.  The Nextel Charter
provides that, to the full extent provided by law,  a  director  will not be
personally  liable to  Nextel or its  stockholders  for or with  respect  to any
acts or omissions  in the  performance  of his or her duties as a  director.
The DGCL  provides  that a  corporation  may limit or eliminate a  director's
personal  liability  for  monetary  damages to the  corporation  or its
stockholders,  except for liability (i) for any breach of the director's duty of
loyalty to such  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve  intentional  misconduct  or a knowing
violation of law,  (iii) for paying a dividend or approving a stock  repurchase 
in violation of Section 174 of the DGCL, or (iv) for any  transaction  from
which the director derived an improper personal benefit.

         While Article 7 of the Nextel Charter  provides  directors with
protection  from awards for monetary  damages for breaches of the duty of care,
it does not  eliminate  the  directors'  duty of care.  Accordingly,  Article 7
will have no effect on the availability of equitable  remedies such as an
injunction or rescission  based on a director's  breach of the duty of care.
The  provisions  of Article 7 as described  above apply to officers of Nextel
only if they are  directors of Nextel and are acting in their capacity as
directors, and does not apply to officers of Nextel who are not directors.

                                       2
Indemnification and Insurance.  Under the DGCL,  directors and officers
as well as other employees and individuals may be  indemnified  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,  whether
civil,  criminal,  administrative or investigative (other than an action by or
in the right of the  corporation  as a derivative  action) if they acted in good
faith and in a manner they  reasonably  believed  to be in or not  opposed to
the best  interest  of the  corporation  and,  with  respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful.

         Article 6 of the  Nextel  Charter  and  Article  VII of the  Nextel
By-laws  provide to  directors  and  officers indemnification  to the full
extent  provided  by law,  thereby  affording  the  directors  and  officers  of
Nextel  the protections  available  to  directors  and  officers  of Delaware
corporations.  Article  VII of the Nextel  By-laws  also provides that expenses
incurred by a person in defending a civil or criminal  action,  suit or
proceeding by reason of the fact that he or she is or was a director  or officer
shall be paid in advance  of the final  disposition  of such  action, suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall  ultimately  be  determined  that he or
she is not entitled to be  indemnified  by Nextel as  authorized  by relevant
Delaware  law.  Nextel has obtained  directors and officers  liability
insurance  providing  coverage to its directors and officers.

         On September 12, 1991, the Board of Directors of Nextel  unanimously
adopted  resolutions  authorizing  Nextel to enter into an  Indemnification
Agreement (the  "Indemnification  Agreement") with each director of Nextel,  and
Nextel has entered into an Indemnification Agreement with each director.

         One of the  purposes  of the  Indemnification  Agreements  is to
attempt to  specify  the extent to which  persons entitled to  indemnification
thereunder (the  "Indemnitees")  may receive  indemnification  under
circumstances  in which indemnity  would not  otherwise be provided by the DGCL.
Pursuant to the  Indemnification  Agreements,  an  Indemnitee  is entitled  to
indemnification  as  provided  by Section  145 of the DGCL and to
indemnification  for any amount  which the Indemnitee  is or becomes  legally
obligated  to pay  relating  to or arising  out of any claim made  against  such
person because of any act,  failure to act or neglect or breach of duty,
including any actual or alleged error,  misstatement  or misleading  statement,
which such person  commits,  suffers,  permits or  acquiesces  in while acting
in the  Indemnitee's position  with  Nextel.  The  Indemnification  Agreements
are in addition  to and are not  intended to limit any rights of indemnification
which are available under the Nextel Charter or the Nextel By-laws,  any policy
of insurance or otherwise.  Nextel is not required under the  Indemnification
Agreements to make payments in excess of those expressly provided for in the
DGCL in connection with any claim against the Indemnitee:

          (i) which  results in a final,  nonappealable  order  directing  the
     Indemnitee to pay a fine or similar governmental imposition which Nextel is
     prohibited by applicable law from paying; or

          (ii) based upon or attributable  to the Indemnitee  gaining in fact a
     personal profit to which he was not legally  entitled  including,  without
     limitation,  profits made from the purchase and sale by the  Indemnitee of
     equity  securities  of Nextel which are  recoverable  by Nextel  pursuant
     to Section 16(b) of the Exchange Act and profits arising from  transactions
     in publicly traded  securities of Nextel which were effected by the
     Indemnitee in violation of Section 10(b) of the Exchange Act or Rule 10b-5
     promulgated thereunder.
 
         In addition to the rights to indemnification  specified therein,  the
Indemnification  Agreements are intended to increase the certainty of receipt by
the  Indemnitee  of the benefits to which he or she is entitled by providing
specific procedures relating to indemnification.
 
         The Indemnification  Agreements also are intended to provide increased
assurance of indemnification by prohibiting Nextel from  adopting any  amendment
to the Nextel  Charter or the Nextel  By-laws  which would have the effect of
denying, diminishing or encumbering the  Indemnitee's  rights pursuant thereto
or to the DGCL or any other law as applied to any act or failure to act
occurring in whole or in part prior to the effective date of such amendment.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                       3
Item 8.  Exhibits.

   Exhibit
    Number           Description of Exhibits
     4.1  -  Restated   Certificate  of   Incorporation   of  the  Company
             (filed  as  Exhibits  4.1.1  and  4.1.2  to Post-Effective
             Amendment  No. 1 on Form S-8 to  Registration  Statement  No.
             33-91716 on Form S-4 and incorporated herein by reference).

     4.2  -  Amended  and  Restated  By-laws of the  Company  (filed as Exhibit
             4.2 to Post-Effective  Amendment No. 1 on Form S-8 to Registration
             Statement No. 33-91716 on Form S-4 and incorporated herein by
             reference).

     4.3  -  Nextel  Communications, Inc. Amended and Restated Incentive Equity
             Plan (as amended and restated as of March 24, 1998).

     5    -  Opinion of Jones, Day, Reavis and Pogue.

    23.1  -  Consent of Jones, Day, Reavis and Pogue (included in Exhibit 5).

    23.2  -  Consent of Deloitte & Touche llp.

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.  Notwithstanding  the foregoing,  any  increase
or decrease in volume of  securities  offered (if the total dollar  value of
securities  offered would not exceed that which was  registered) and any
deviation from the low or high end of the estimated  maximum  offering range may
be reflected in the form of prospectus  filed with the  Commission  pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price  represent no
more than a 20% change in the maximum  aggregate  offering price set forth in 
the "Calculation of Registration Fee" table in the effective 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.

     (2)  That, for the purpose of determining  any liability  under the
Securities  Act, 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.

     (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 of 1933,  each filing of the
registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 (and,  where  applicable,  each filing of an
employee  benefit  plan's annual  report  pursuant to Section 15(d) of the

                                       4
Exchange Act of 1934) that is  incorporated  by reference in the  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.

(c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act 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  Commission  such
indemnification  is against  public  policy as expressed in the Securities Act
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 and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the  requirements of the Securities Act,  Nextel  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 McLean,  Commonwealth  of Virginia,  on the 21st day of May, 1998.

                                        NEXTEL COMMUNICATIONS, INC.

                                        By:  /s/ THOMAS J. SIDMAN               
                                             Thomas J. Sidman
                                             Vice President and General Counsel

         Pursuant to the  requirements  of the  Securities  Act, this
Registration  Statement has been signed below by the following persons in the
capacities and on the date indicated:
Name                                     Title                                             Date

 /s/ DANIEL F. AKERSON                   Chairman of the Board, Chief                      May 21, 1998
Daniel F. Akerson                        Executive Officer and Director
                                         (Principal Executive Officer)

/s/ STEVEN M. SHINDLER                   Vice President and Chief Financial                May 21, 1998
Steven M. Shindler                       Officer (Principal Financial Officer)

/s/ WILLIAM G. ARENDT                    Vice President and Controller                     May 21,1998
William G. Arendt                        (Principal Accounting Officer)

/s/ MORGAN E. O'BRIEN                    Vice Chairman of the Board and Director           May 21, 1998
Morgan E. O'Brien

/s/ TIMOTHY M. DONAHUE                   President, Chief Operating Officer and Director   May 21, 1998
Timothy M. Donahue

                                         Director
Keith J. Bane

/s/ CRAIG O. MCCAW                       Director                                          May 21, 1998
Craig O. McCaw

/s/ KEISUKE NAKASAKI                     Director                                          May 21, 1998
Keisuke Nakasaki

/s/ MASAAKI TORIMOTO                     Director                                          May 21, 1998
Masaaki Torimoto

/s/ DENNIS M. WEIBLING                   Director                                          May 21, 1998
Dennis M. Weibling

                                       6
/s/ WILLIAM E. CONWAY, JR.               Director                                          May 21, 1998
William E. Conway, Jr.

/s/ FRANK M. DRENDEL                     Director                                          May 21, 1998
Frank M. Drendel
7
EXHIBITS

      Exhibit
       Number       Description of Exhibits
          4.1  -    Restated  Certificate  of  Incorporation  of the Company
                    (filed as  Exhibits  4.1.1 and 4.1.2 to  Post-Effective
                    Amendment No. 1 on Form S-8 to Registration  Statement No.
                    33-91716 on Form S-4 and incorporated herein by reference).
          4.2  -    Amended and Restated By-laws of the Company (filed as
                    Exhibit 4.2 to Post-Effective Amendment No. 1 on Form S-8 to
                    Registration Statement No. 33-91716 on Form S-4 and
                    incorporated herein by reference).
          4.3  -    Nextel  Communications,  Inc. Amended Restated Incentive
                    Equity Plan (as amended and restated as of March 24, 1998).
            5  -    Opinion of Jones, Day, Reavis and Pogue.
         23.1  -    Consent of Jones, Day, Reavis and Pogue (included in Exhibit
                    5).
         23.2  -    Consent of Deloitte & Touche LLP.