As filed with the Securities and Exchange Commission on June 20, 1996

                                                   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)

  201 Route 17 North, Rutherford, New Jersey                  07070
   (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.
                               201 Route 17 North
                          Rutherford, New Jersey 07070
                     (Name and address of agent for service)

                                 (201) 438-1400
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed       Proposed
                         Amount       Maximum        Maximum         Amount of
 Title of Securities      to be      Offering       Aggregate      Registration
   to be Registered    Registered      Price        Offering            Fee
                                    Per Share(2)     Price(2)
- --------------------------------------------------------------------------------
Class A Common Stock,
par value $0.001 per   10,000,000(1)  $20.3125    $203,125,000.00    $70,043.10
share 
================================================================================

 (1)  Such additional  indeterminable number of  shares as may be required to be
      issued  as  result  of  the  antidilution  provisions  of  the  Nextel
      Communications, Inc.  Amended and  Restated Incentive Equity Plan are 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  reported  high and low sales prices of the Class A Common Stock of
      the Registrant on the Nasdaq Stock Market on June 18, 1996.


<PAGE>
                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

      NOTE:  The document  containing the  information  specified in this Part I
will be sent or given to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act. Such documents need not be filed with the Commission  either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part II of this Form,  taken  together,  constitute a prospectus  that meets the
requirements  of Section 10(a) of the Securities  Act. See Rule 428(a)(1)  under
the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents   heretofore  filed  by  the  Company  with  the
Commission are incorporated herein by reference:

            (1) Annual  Report on Form 10-K for the fiscal  year ended  December
            31, 1995,  as amended by Form 10-K/A filed on April 1, 1996 and Form
            10-K/A2 filed on May 17, 1996;

            (2) Current  Reports on Form  8-K:  (i) dated  February  6, 1996 and
            filed on February  7, 1996,  as amended by Form 8-K/A filed on April
            26,  1996;  (ii) dated  February 9, 1996 and filed on  February  12,
            1996; and (iii) dated March 13, 1996 and filed on March 15, 1996;

            (3) Quarterly  Report on  Form  10-Q for the quarter ended March 31,
            1996; and

            (4) 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
            (the  "Exchange  Act") and any  amendments and reports filed for the
            purpose of updating that description.

      All documents filed by the Company 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  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 the Company (the "Nextel Charter"),  the Amended
and  Restated  By-Laws of the Company (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 the Company 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 the Company only if they are
directors of the Company and are acting in their capacity as directors, and does
not apply to officers of the Company who are not directors.

      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 the Company 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 the
Company as  authorized  by relevant  Delaware  law.  The  Company  has  obtained
directors and officers liability  insurance  providing coverage to its directors
and officers.

      On September 12, 1991,  the Board of Directors of the Company  unanimously
adopted  resolutions  authorizing  the Company to enter into an  Indemnification
Agreement (the  "Indemnification  Agreement") with each director of the Company.
The Company has entered into an Indemnification  Agreement with each director of
the  Company  other  than its two most  recently  elected  directors,  Daniel F.
Akerson and Timothy M. Donahue.

      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 the Company.  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.  The  Company 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 the
      Company 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 the Company pursuant
      to Section 16(b) of the Exchange Act and profits arising from transactions
      in publicly  traded  securities  of the Company 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  are also  intended to provide  increased
assurance  of  indemnification  by  prohibiting  the Company  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.

ITEM 8.     EXHIBITS.

   EXHIBIT
    NUMBER     DESCRIPTION OF EXHIBITS

       4.1 -   Restated  Certificate  of  Incorporation  of the Company (filed
               on July 31, 1995 as Exhibits No. 4.1.1 and 4.1.2 to the Company's
               Post-Effective  Amendment No. 1 on Form S-8  to  Registration 
               Statement No. 33-91716 on Form S-4 (the "Nextel S-8 Registration
               Statement") and  incorporated herein by reference).
       4.2     - Amended and Restated  By-Laws of the Company (filed on July 31,
               1995 as Exhibit No. 4.2 to the Nextel S-8 Registration  Statement
               and incorporated herein by reference).
       4.3 -   Nextel Communications, Inc. Amended and Restated Incentive Equity
               Plan.
         5 -   Opinion of Schiff Hardin and Waite.
      23.1 -   Consent of Schiff Hardin & Waite (included in Exhibit 5).
      23.2 -   Consents of Deloitte & Touche LLP.
      23.3 -   Consent of KPMG Peat Marwick LLP.
        24 -   Powers of Attorney  of  Directors and  certain  Officers of  the
               Company (included on pages 5-6).

ITEM 9.     UNDERTAKINGS.

      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 (a) (1) (i) and (a) (1) (ii) do not apply
if the  Registration  Statement  is on Form S-3,  Form S-8 or Form F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed 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.

      (4) That, for purposes of determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.

      (5)  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.


<PAGE>


                                   SIGNATURES

      THE  REGISTRANT.  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 Rutherford, the State of New Jersey, on June 18,
1996.

                                        NEXTEL COMMUNICATIONS, INC.


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


                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints  Daniel F. Akerson,  Timothy M. Donahue,
Thomas J. Sidman and Steven M.  Shindler,  and each of them, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents  and each of  them,  full  power  and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be do done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on June 18, 1996.

NAME                              TITLE


DANIEL F. AKERSON                 Chairman of the Board, Chief
Daniel F. Akerson                 Executive Officer and Director
                                  (Principal Executive Officer)

STEVEN M. SHINDLER                Senior Vice President and Chief Financial
Steven M. Shindler                Officer (Principal Financial Officer)


STEVEN BAILOR                     Controller (Principal Accounting Officer)
Steven Bailor


BRIAN D. MCAULEY                  Vice Chairman of the Board and Director
Brian D. McAuley


MORGAN  E. O'BRIEN                Vice Chairman of the Board and Director
Morgan E. O'Brien


TIMOTHY M. DONAHUE                President,Chief Operating Officer and Director
Timothy M. Donahue


KEITH BANE                        Director
Keith Bane


ROBERT COOPER                     Director
Robert Cooper


SCOT B. JARVIS                    Director
Scot B. Jarvis


CRAIG O. MCCAW                    Director
Craig O. McCaw


KEISUKE NAKASAKI                  Director
Keisuke Nakasaki


MASAAKI TORIMOTO                  Director
Masaaki Torimoto


                                  Director
Dennis M. Weibling
<PAGE>



                                    EXHIBITS

  EXHIBIT
   NUMBER     DESCRIPTION OF EXHIBITS

      4.1 -   Restated  Certificate of Incorporation of Nextel (filed onJuly 31,
              1995 as  Exhibits  No.  4.1.1  and  4.1.2 to the  Company's  Post-
              Effective  Amendment  No. 1 on Form S-8 to Registration  Statement
              No. 33-91716 on Form S-4 (the "Nextel S-8 Registration Statement")
              and incorporated herein by reference).
      4.2 -   Amended and Restated  By-Laws of Nextel  (filed on July 31, 1995 
              as Exhibit  4.2 to the  Nextel  S-8  Registration  Statement  and
              incorporated herein by reference).
      4.3 -   Nextel   Communications,   Inc.   Amended   and   Restated
              Incentive Equity Plan.
        5 -   Opinion of Schiff Hardin and Waite.
     23.1 -   Consent of Schiff  Hardin and Waite  (included  in Exhibit 5).
     23.2 -   Consents of Deloitte & Touche LLP.
     23.3 -   Consent of KPMG Peat Marwick LLP.
       24 -   Powers  of  Attorney  of  Directors  and  certain  Officers of the
              Company (included on pages 5-6).
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{"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": "333-06521", "film-number": "96583839"}, "business-address": {"street1": "201 ROUTE 17 N", "city": "RUTHERFORD", "state": "NJ", "zip": "07070", "phone": "2014381400"}, "mail-address": {"street1": "201 ROUTE 17 N", "city": "RUTHERFORD", "state": "NJ", "zip": "07070"}}
As filed with the Securities and Exchange Commission on June 20, 1996

                                                   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)

  201 Route 17 North, Rutherford, New Jersey                  07070
   (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.
                               201 Route 17 North
                          Rutherford, New Jersey 07070
                     (Name and address of agent for service)

                                 (201) 438-1400
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed       Proposed
                         Amount       Maximum        Maximum         Amount of
 Title of Securities      to be      Offering       Aggregate      Registration
   to be Registered    Registered      Price        Offering            Fee
                                    Per Share(2)     Price(2)
- --------------------------------------------------------------------------------
Class A Common Stock,
par value $0.001 per   10,000,000(1)  $20.3125    $203,125,000.00    $70,043.10
share 
================================================================================

 (1)  Such additional  indeterminable number of  shares as may be required to be
      issued  as  result  of  the  antidilution  provisions  of  the  Nextel
      Communications, Inc.  Amended and  Restated Incentive Equity Plan are 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  reported  high and low sales prices of the Class A Common Stock of
      the Registrant on the Nasdaq Stock Market on June 18, 1996.
PART I

              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

      NOTE:  The document  containing the  information  specified in this Part I
will be sent or given to  employees as  specified  by Rule  428(b)(1)  under the
Securities  Act. Such documents need not be filed with the Commission  either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part II of this Form,  taken  together,  constitute a prospectus  that meets the
requirements  of Section 10(a) of the Securities  Act. See Rule 428(a)(1)  under
the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents   heretofore  filed  by  the  Company  with  the
Commission are incorporated herein by reference:

            (1) Annual  Report on Form 10-K for the fiscal  year ended  December
            31, 1995,  as amended by Form 10-K/A filed on April 1, 1996 and Form
            10-K/A2 filed on May 17, 1996;

            (2) Current  Reports on Form  8-K:  (i) dated  February  6, 1996 and
            filed on February  7, 1996,  as amended by Form 8-K/A filed on April
            26,  1996;  (ii) dated  February 9, 1996 and filed on  February  12,
            1996; and (iii) dated March 13, 1996 and filed on March 15, 1996;

            (3) Quarterly  Report on  Form  10-Q for the quarter ended March 31,
            1996; and

            (4) 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
            (the  "Exchange  Act") and any  amendments and reports filed for the
            purpose of updating that description.

      All documents filed by the Company 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  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 the Company (the "Nextel Charter"),  the Amended
and  Restated  By-Laws of the Company (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 the Company 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 the Company only if they are
directors of the Company and are acting in their capacity as directors, and does
not apply to officers of the Company who are not directors.

      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 the Company 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 the
Company as  authorized  by relevant  Delaware  law.  The  Company  has  obtained
directors and officers liability  insurance  providing coverage to its directors
and officers.

      On September 12, 1991,  the Board of Directors of the Company  unanimously
adopted  resolutions  authorizing  the Company to enter into an  Indemnification
Agreement (the  "Indemnification  Agreement") with each director of the Company.
The Company has entered into an Indemnification  Agreement with each director of
the  Company  other  than its two most  recently  elected  directors,  Daniel F.
Akerson and Timothy M. Donahue.

      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 the Company.  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.  The  Company 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 the
      Company 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 the Company pursuant
      to Section 16(b) of the Exchange Act and profits arising from transactions
      in publicly  traded  securities  of the Company 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  are also  intended to provide  increased
assurance  of  indemnification  by  prohibiting  the Company  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.

ITEM 8.     EXHIBITS.

   EXHIBIT
    NUMBER     DESCRIPTION OF EXHIBITS

       4.1 -   Restated  Certificate  of  Incorporation  of the Company (filed
               on July 31, 1995 as Exhibits No. 4.1.1 and 4.1.2 to the Company's
               Post-Effective  Amendment No. 1 on Form S-8  to  Registration 
               Statement No. 33-91716 on Form S-4 (the "Nextel S-8 Registration
               Statement") and  incorporated herein by reference).
       4.2     - Amended and Restated  By-Laws of the Company (filed on July 31,
               1995 as Exhibit No. 4.2 to the Nextel S-8 Registration  Statement
               and incorporated herein by reference).
       4.3 -   Nextel Communications, Inc. Amended and Restated Incentive Equity
               Plan.
         5 -   Opinion of Schiff Hardin and Waite.
      23.1 -   Consent of Schiff Hardin & Waite (included in Exhibit 5).
      23.2 -   Consents of Deloitte & Touche LLP.
      23.3 -   Consent of KPMG Peat Marwick LLP.
        24 -   Powers of Attorney  of  Directors and  certain  Officers of  the
               Company (included on pages 5-6).

ITEM 9.     UNDERTAKINGS.

      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 (a) (1) (i) and (a) (1) (ii) do not apply
if the  Registration  Statement  is on Form S-3,  Form S-8 or Form F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed 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.

      (4) That, for purposes of determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.

      (5)  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.
SIGNATURES

      THE  REGISTRANT.  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 Rutherford, the State of New Jersey, on June 18,
1996.

                                        NEXTEL COMMUNICATIONS, INC.

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

                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints  Daniel F. Akerson,  Timothy M. Donahue,
Thomas J. Sidman and Steven M.  Shindler,  and each of them, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents  and each of  them,  full  power  and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be do done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on June 18, 1996.

NAME                              TITLE

DANIEL F. AKERSON                 Chairman of the Board, Chief
Daniel F. Akerson                 Executive Officer and Director
                                  (Principal Executive Officer)

STEVEN M. SHINDLER                Senior Vice President and Chief Financial
Steven M. Shindler                Officer (Principal Financial Officer)

STEVEN BAILOR                     Controller (Principal Accounting Officer)
Steven Bailor

BRIAN D. MCAULEY                  Vice Chairman of the Board and Director
Brian D. McAuley

MORGAN  E. O'BRIEN                Vice Chairman of the Board and Director
Morgan E. O'Brien

TIMOTHY M. DONAHUE                President,Chief Operating Officer and Director
Timothy M. Donahue

KEITH BANE                        Director
Keith Bane

ROBERT COOPER                     Director
Robert Cooper

SCOT B. JARVIS                    Director
Scot B. Jarvis

CRAIG O. MCCAW                    Director
Craig O. McCaw

KEISUKE NAKASAKI                  Director
Keisuke Nakasaki

MASAAKI TORIMOTO                  Director
Masaaki Torimoto

                                  Director
Dennis M. Weibling
EXHIBITS

  EXHIBIT
   NUMBER     DESCRIPTION OF EXHIBITS

      4.1 -   Restated  Certificate of Incorporation of Nextel (filed onJuly 31,
              1995 as  Exhibits  No.  4.1.1  and  4.1.2 to the  Company's  Post-
              Effective  Amendment  No. 1 on Form S-8 to Registration  Statement
              No. 33-91716 on Form S-4 (the "Nextel S-8 Registration Statement")
              and incorporated herein by reference).
      4.2 -   Amended and Restated  By-Laws of Nextel  (filed on July 31, 1995 
              as Exhibit  4.2 to the  Nextel  S-8  Registration  Statement  and
              incorporated herein by reference).
      4.3 -   Nextel   Communications,   Inc.   Amended   and   Restated
              Incentive Equity Plan.
        5 -   Opinion of Schiff Hardin and Waite.
     23.1 -   Consent of Schiff  Hardin and Waite  (included  in Exhibit 5).
     23.2 -   Consents of Deloitte & Touche LLP.
     23.3 -   Consent of KPMG Peat Marwick LLP.
       24 -   Powers  of  Attorney  of  Directors  and  certain  Officers of the
              Company (included on pages 5-6).