Registration No. ____________


                       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 No.)

                               201 Route 17 North
                          Rutherford, New Jersey 07070
           (Address of principal executive offices including zip code)

                           NEXTEL COMMUNICATIONS, INC.
                          ASSOCIATE STOCK PURCHASE PLAN
                            (Full title of the plan)

              THOMAS J. SIDMAN, Vice President and General Counsel
                           Nextel Communications, Inc.
                               201 Route 17 North
                          Rutherford, New Jersey 07070
                                 (201) 438-1400
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                  Proposed maximum Proposed maximum   Amount of 
Title of securities  Amount to be  offering price      aggregate    registration
  to be registered    registered     per share      offering price       fee
- -------------------------------------------------------------------------------
Class A Common
Stock, par value    5,000,000     $20.3125(2)     $101,562,500.00(2) $35,021.55
$.001 per share     shares (1)
================================================================================
(1)   Such additional  indeterminable  number  of shares of Class A Common Stock
      is hereby registered as may be  required  by  reason of  the  antidilution
      provisions of the  Nextel Communications, Inc.  Associate  Stock  Purchase
      Plan.

(2)   In accordance with Rule 457(h) of the General Rules and Regulations  under
      the Securities  Act of 1933,  this estimate is made solely for the purpose
      of  calculating  the  amount of the  registration  fee and is based on the
      average  of the high and low  prices  of the  Class A Common  Stock on the
      Nasdaq Stock Market on June 18, 1996.


<PAGE>
                                          PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents are incorporated herein by reference:

            (a)   The  Annual  Report  of  Nextel   Communications,   Inc.  (the
                  "Registrant")  on Form 10-K for the year  ended  December  31,
                  1995, as amended by Form 10-K/A filed with the  Securities and
                  Exchange  Commission (the  "Commission") on April 1, 1996, and
                  Form 10-K/A2 filed with the Commission on May 17, 1996;

            (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1996;

            (c)   The  Registrant's  Current  Reports  on  Form  8-K  (i)  dated
                  February 6, 1996, and filed with the Commission on February 7,
                  1996,  as amended by Form 8-K/A filed with the  Commission  on
                  April 26, 1996,  (ii) dated  February 9, 1996,  and filed with
                  the Commission on February 12, 1996, and (iii) dated March 13,
                  1996, and filed with the Commission on March 15, 1996;

           (d)    The description of the Registrant's  Class A Common Stock, par
                  value  $.001  per  share,   contained   in  the   Registrant'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; and

            (e)   All documents that shall be filed by the  Registrant  with the
                  Commission  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
                  Nextel Communications, Inc. Associate Stock Purchase Plan (the
                  "Plan") have been sold or  deregistering  all securities  then
                  remaining unsold thereunder.

All documents  incorporated by reference  pursuant to  subparagraph  (e) of this
Item 3 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
Registrant's   Restated   Certificate   of   Incorporation,   as  amended   (the
"Certificate"),  the  Registrant's  Amended and Restated By-laws (the "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
Certificate, the By-laws and the DGCL.

            ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES

            The  Certificate  provides that, to the fullest  extent  provided by
law, a  director  will not be  personally  liable  for  monetary  damages to the
Registrant 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 the corporation or its stockholders,
(ii) for acts or omissions not in good faith or involving 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  Certificate   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 described  above apply to officers of the Registrant  only if they are
also  directors of the  Registrant and are acting in their capacity as directors
and do not apply to officers who are not also 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  of  specified  civil,
criminal,  administrative and investigative actions, suits or proceedings (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  Certificate and Article VII of the By-laws provide
to directors and officers indemnification to the fullest 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
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 is ultimately  determined
that  he or  she  is not  entitled  to be  indemnified  by  the  Registrant,  as
authorized by relevant  Delaware law. The Registrant has obtained  directors and
officers liability insurance providing coverage to its directors and officers.

            On  September  12, 1991,  the Board of  Directors of the  Registrant
unanimously authorized the Registrant to enter into an indemnification agreement
(the "Indemnification Agreement") with each of its directors, and the Registrant
has since done so with respect to each director other than the 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  that  the  Indemnitee  is or  becomes  legally
obligated  to pay  relating  to or  arising  out of any claim made  against  the
Indemnitee  because  of any act,  failure  to act or  neglect or breach of duty,
including any actual or alleged  error,  misstatement  or misleading  statement,
that he or she commits, suffers, permits or acquiesces in while acting in his or
her position or positions with the Registrant.  The  Indemnification  Agreements
are in addition to and are not  intended to limit any rights of  indemnification
that are  available  under  the  Certificate  or the  By-laws  or any  policy of
insurance or otherwise. The Registrant 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) that results in a final, nonappealable order directing the
            Indemnitee to pay a fine or similar governmental imposition that the
            Registrant is prohibited by applicable law from paying; or

                  (ii) based upon or  attributable  to the Indemnitee  gaining a
            personal  profit  to  which  he or she  was  not  legally  entitled,
            including without limitation profits made from the purchase and sale
            by the Indemnitee of equity  securities of the  Registrant  that are
            recoverable  by the  Registrant  pursuant  to  Section  16(b) of the
            Exchange   Act   and   profits   arising   from    transactions   in
            publicly-traded  securities of the Registrant  that 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 of 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 Registrant from adopting any amendment to the Certificate or the
By-laws that would have the effect of denying,  diminishing or  encumbering  the
Indemnitee's rights pursuant thereto or pursuant 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.

      4.1.1 Restated Certificate of Incorporation of  the  Registrant  (filed as
                  Exhibit 4.1.1 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)

      4.1.2 Certificate  of Merger Merging Nextel Communications,  Inc. with and
                  into the Registrant  (filed as Exhibit 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 Registrant (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. Associate Stock Purchase Plan

      5     Opinion of Schiff Hardin & Waite  as  to  legality of shares  to  be
                  issued pursuant to the Plan

      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    Power of Attorney (included at pages II-5 and II-6 of this 
                  Registration Statement)

ITEM 9.     UNDERTAKINGS.

      (a)   The Registrant hereby undertakes:

            (1) To file, during any period in which it 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
      of 1933 (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;  (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 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 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 Registrant hereby undertakes 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 Section  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.

      (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  Securities and Exchange
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,  State of New Jersey,  on this 18th
day of June 1996.

                                    NEXTEL COMMUNICATIONS, INC.



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


                                     POWER OF ATTORNEY

            Each person whose  signature  appears below hereby  constitutes  and
appoints Daniel F. Akerson, Timothy M. Donahue, Steven M. Shindler and Thomas J.
Sidman,  and each of them,  with  full  power to act  without  the  other,  such
person's true and lawful attorneys-in-fact,  with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign  this  Registration  Statement  and any and all  amendments
hereto (including post-effective amendments) and to file the same (with exhibits
and  schedules  thereto) and other  documents in connection  therewith  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact,  and
each of them,  full power and authority to do and perform each and every act and
thing  necessary or desirable to be done in and about the premises,  as fully to
all intents and  purposes as he might or could do in person,  thereby  ratifying
and confirming all that said attorneys-in-fact,  or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

     SIGNATURE                                     TITLE                    DATE

DANIEL F. AKERSON                   Chairman of the Board         June 18, 1996
Daniel F. Akerson                   of Directors and Chief
                                    Executive Officer
                                    (Principal Executive
                                    Officer)

BRIAN D. MCAULEY                    Vice Chairman of the          June 18, 1996
 Brian D. McAuley                   Board of Directors

MORGAN E. O'BRIEN                   Vice Chairman of the          June 18, 1996
 Morgan E. O'Brien                  Board of Directors


TIMOTHY M. DONAHUE                  President and Chief           June 18, 1996
 Timothy M. Donahue                 Operating Officer and
                                    Director

STEVEN M. SHINDLER                  Vice President and            June 18, 1996
 Steven M. Shindler                 Chief Financial Officer
                                    (Principal Financial
                                    Officer)

STEVEN BAILOR                       Controller (Principal         June 18, 1996
 Steven Bailor                      Accounting Officer)

KEITH BANE                          Director                      June 18, 1996
 Keith Bane

ROBERT COOPER                       Director                      June 18, 1996
 Robert Cooper

SCOT B. JARVIS                      Director                      June 18, 1996
 Scot B. Jarvis

CRAIG O. MCCAW                      Director                      June 18, 1996
 Craig O. McCaw

KEISUKE NAKASAKI                    Director                      June 18, 1996
 Keisuke Nakasaki

MASAAKI TORIMOTO                    Director                      June 18, 1996
 Masaaki Torimoto

                                    Director
 Dennis M. Weibling


<PAGE>


                                  EXHIBIT INDEX
                                                              PAGE NUMBER IN
     EXHIBIT                                                   SEQUENTIALLY
      NUMBER                      DESCRIPTION                 NUMBERED COPY

      4.1.1        Restated Certificate of Incorporation
                   of the Registrant (filed as Exhibit
                   4.1.1 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)
      4.1.2        Certificate of Merger Merging Nextel
                   Communications, Inc. with and into the
                   Registrant (filed as Exhibit 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
                   Registrant (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. Associate
                   Stock Purchase Plan
        5          Opinion of Schiff Hardin & Waite as to
                   legality of shares to be issued
                   pursuant to the Plan
       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         Power of Attorney (included at pages
                   II-5 and II-6 of this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ASSOCIATE STOCK PURCHASE PLAN", "secsgml_size_bytes": 23587}]
{"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": "333-06523", "film-number": "96583841"}, "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"}}
Registration No. ____________

                       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 No.)

                               201 Route 17 North
                          Rutherford, New Jersey 07070
           (Address of principal executive offices including zip code)

                           NEXTEL COMMUNICATIONS, INC.
                          ASSOCIATE STOCK PURCHASE PLAN
                            (Full title of the plan)

              THOMAS J. SIDMAN, Vice President and General Counsel
                           Nextel Communications, Inc.
                               201 Route 17 North
                          Rutherford, New Jersey 07070
                                 (201) 438-1400
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                  Proposed maximum Proposed maximum   Amount of 
Title of securities  Amount to be  offering price      aggregate    registration
  to be registered    registered     per share      offering price       fee
- -------------------------------------------------------------------------------
Class A Common
Stock, par value    5,000,000     $20.3125(2)     $101,562,500.00(2) $35,021.55
$.001 per share     shares (1)
================================================================================
(1)   Such additional  indeterminable  number  of shares of Class A Common Stock
      is hereby registered as may be  required  by  reason of  the  antidilution
      provisions of the  Nextel Communications, Inc.  Associate  Stock  Purchase
      Plan.

(2)   In accordance with Rule 457(h) of the General Rules and Regulations  under
      the Securities  Act of 1933,  this estimate is made solely for the purpose
      of  calculating  the  amount of the  registration  fee and is based on the
      average  of the high and low  prices  of the  Class A Common  Stock on the
      Nasdaq Stock Market on June 18, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents are incorporated herein by reference:

            (a)   The  Annual  Report  of  Nextel   Communications,   Inc.  (the
                  "Registrant")  on Form 10-K for the year  ended  December  31,
                  1995, as amended by Form 10-K/A filed with the  Securities and
                  Exchange  Commission (the  "Commission") on April 1, 1996, and
                  Form 10-K/A2 filed with the Commission on May 17, 1996;

            (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1996;

            (c)   The  Registrant's  Current  Reports  on  Form  8-K  (i)  dated
                  February 6, 1996, and filed with the Commission on February 7,
                  1996,  as amended by Form 8-K/A filed with the  Commission  on
                  April 26, 1996,  (ii) dated  February 9, 1996,  and filed with
                  the Commission on February 12, 1996, and (iii) dated March 13,
                  1996, and filed with the Commission on March 15, 1996;

           (d)    The description of the Registrant's  Class A Common Stock, par
                  value  $.001  per  share,   contained   in  the   Registrant'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; and

            (e)   All documents that shall be filed by the  Registrant  with the
                  Commission  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
                  Nextel Communications, Inc. Associate Stock Purchase Plan (the
                  "Plan") have been sold or  deregistering  all securities  then
                  remaining unsold thereunder.

All documents  incorporated by reference  pursuant to  subparagraph  (e) of this
Item 3 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
Registrant's   Restated   Certificate   of   Incorporation,   as  amended   (the
"Certificate"),  the  Registrant's  Amended and Restated By-laws (the "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
Certificate, the By-laws and the DGCL.

            ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES

            The  Certificate  provides that, to the fullest  extent  provided by
law, a  director  will not be  personally  liable  for  monetary  damages to the
Registrant 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 the corporation or its stockholders,
(ii) for acts or omissions not in good faith or involving 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  Certificate   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 described  above apply to officers of the Registrant  only if they are
also  directors of the  Registrant and are acting in their capacity as directors
and do not apply to officers who are not also 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  of  specified  civil,
criminal,  administrative and investigative actions, suits or proceedings (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  Certificate and Article VII of the By-laws provide
to directors and officers indemnification to the fullest 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
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 is ultimately  determined
that  he or  she  is not  entitled  to be  indemnified  by  the  Registrant,  as
authorized by relevant  Delaware law. The Registrant has obtained  directors and
officers liability insurance providing coverage to its directors and officers.

            On  September  12, 1991,  the Board of  Directors of the  Registrant
unanimously authorized the Registrant to enter into an indemnification agreement
(the "Indemnification Agreement") with each of its directors, and the Registrant
has since done so with respect to each director other than the 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  that  the  Indemnitee  is or  becomes  legally
obligated  to pay  relating  to or  arising  out of any claim made  against  the
Indemnitee  because  of any act,  failure  to act or  neglect or breach of duty,
including any actual or alleged  error,  misstatement  or misleading  statement,
that he or she commits, suffers, permits or acquiesces in while acting in his or
her position or positions with the Registrant.  The  Indemnification  Agreements
are in addition to and are not  intended to limit any rights of  indemnification
that are  available  under  the  Certificate  or the  By-laws  or any  policy of
insurance or otherwise. The Registrant 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) that results in a final, nonappealable order directing the
            Indemnitee to pay a fine or similar governmental imposition that the
            Registrant is prohibited by applicable law from paying; or

                  (ii) based upon or  attributable  to the Indemnitee  gaining a
            personal  profit  to  which  he or she  was  not  legally  entitled,
            including without limitation profits made from the purchase and sale
            by the Indemnitee of equity  securities of the  Registrant  that are
            recoverable  by the  Registrant  pursuant  to  Section  16(b) of the
            Exchange   Act   and   profits   arising   from    transactions   in
            publicly-traded  securities of the Registrant  that 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 of 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 Registrant from adopting any amendment to the Certificate or the
By-laws that would have the effect of denying,  diminishing or  encumbering  the
Indemnitee's rights pursuant thereto or pursuant 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.

      4.1.1 Restated Certificate of Incorporation of  the  Registrant  (filed as
                  Exhibit 4.1.1 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)

      4.1.2 Certificate  of Merger Merging Nextel Communications,  Inc. with and
                  into the Registrant  (filed as Exhibit 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 Registrant (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. Associate Stock Purchase Plan

      5     Opinion of Schiff Hardin & Waite  as  to  legality of shares  to  be
                  issued pursuant to the Plan

      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    Power of Attorney (included at pages II-5 and II-6 of this 
                  Registration Statement)

ITEM 9.     UNDERTAKINGS.

      (a)   The Registrant hereby undertakes:

            (1) To file, during any period in which it 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
      of 1933 (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;  (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 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 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 Registrant hereby undertakes 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 Section  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.

      (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  Securities and Exchange
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,  State of New Jersey,  on this 18th
day of June 1996.

                                    NEXTEL COMMUNICATIONS, INC.

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

                                     POWER OF ATTORNEY

            Each person whose  signature  appears below hereby  constitutes  and
appoints Daniel F. Akerson, Timothy M. Donahue, Steven M. Shindler and Thomas J.
Sidman,  and each of them,  with  full  power to act  without  the  other,  such
person's true and lawful attorneys-in-fact,  with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign  this  Registration  Statement  and any and all  amendments
hereto (including post-effective amendments) and to file the same (with exhibits
and  schedules  thereto) and other  documents in connection  therewith  with the
Securities and Exchange Commission,  granting unto said  attorneys-in-fact,  and
each of them,  full power and authority to do and perform each and every act and
thing  necessary or desirable to be done in and about the premises,  as fully to
all intents and  purposes as he might or could do in person,  thereby  ratifying
and confirming all that said attorneys-in-fact,  or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

     SIGNATURE                                     TITLE                    DATE

DANIEL F. AKERSON                   Chairman of the Board         June 18, 1996
Daniel F. Akerson                   of Directors and Chief
                                    Executive Officer
                                    (Principal Executive
                                    Officer)

BRIAN D. MCAULEY                    Vice Chairman of the          June 18, 1996
 Brian D. McAuley                   Board of Directors

MORGAN E. O'BRIEN                   Vice Chairman of the          June 18, 1996
 Morgan E. O'Brien                  Board of Directors

TIMOTHY M. DONAHUE                  President and Chief           June 18, 1996
 Timothy M. Donahue                 Operating Officer and
                                    Director

STEVEN M. SHINDLER                  Vice President and            June 18, 1996
 Steven M. Shindler                 Chief Financial Officer
                                    (Principal Financial
                                    Officer)

STEVEN BAILOR                       Controller (Principal         June 18, 1996
 Steven Bailor                      Accounting Officer)

KEITH BANE                          Director                      June 18, 1996
 Keith Bane

ROBERT COOPER                       Director                      June 18, 1996
 Robert Cooper

SCOT B. JARVIS                      Director                      June 18, 1996
 Scot B. Jarvis

CRAIG O. MCCAW                      Director                      June 18, 1996
 Craig O. McCaw

KEISUKE NAKASAKI                    Director                      June 18, 1996
 Keisuke Nakasaki

MASAAKI TORIMOTO                    Director                      June 18, 1996
 Masaaki Torimoto

                                    Director
 Dennis M. Weibling
EXHIBIT INDEX
                                                              PAGE NUMBER IN
     EXHIBIT                                                   SEQUENTIALLY
      NUMBER                      DESCRIPTION                 NUMBERED COPY

      4.1.1        Restated Certificate of Incorporation
                   of the Registrant (filed as Exhibit
                   4.1.1 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)
      4.1.2        Certificate of Merger Merging Nextel
                   Communications, Inc. with and into the
                   Registrant (filed as Exhibit 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
                   Registrant (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. Associate
                   Stock Purchase Plan
        5          Opinion of Schiff Hardin & Waite as to
                   legality of shares to be issued
                   pursuant to the Plan
       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         Power of Attorney (included at pages
                   II-5 and II-6 of this Registration Statement)