<PAGE>
     As filed with the Securities and Exchange Commission on December 17, 1997

                                                           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
                         Incorporation or Organization)
                                (I.R.S. Employer
                             Identification Number)

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

          Nextel Communications, Inc. Cash Compensation Deferral Plan
                              (Full title of plan)

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

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

                        CALCULATION OF REGISTRATION FEE

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

Deferred Compensation $10,000,000       n/a          $10,000,000      $2,950
Obligations

     (1) The Deferred  Compensation  Obligations represent unsecured obligations
of the Registrant to pay deferred  compensation in the future in accordance with
the provisions of Nextel Communication  Inc.'s Cash Compensation  Deferral Plan.
The amount to be registered  represents  the dollar  amount of the  compensation
deferred and deemed invested in accordance with the Nextel Communications,  Inc.
Cash Compensation Deferral Plan.

     (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.


<PAGE>
                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

     The document(s) 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 of  1933,  as  amended  (the  "Securities  Act").  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II
 
             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.

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

     (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1996,
filed with the Commission on March 31, 1997;

     (ii)  Quarterly  Reports on Form 10-Q for the quarters  ended (a) March 31,
1997 dated and filed with the  Commission  on May 15,  1997,  (b) June 30,  1997
dated and filed with the  Commission  on August 12, 1997 and (c)  September  30,
1997 dated and filed with the Commission on November 14, 1997;

     (iii) Current  Reports on Form 8-K: (a) dated and filed with the Commission
on January  21,  1997,  (b) dated and filed with the  Commission  on February 7,
1997,  (c) dated and filed with the  Commission on March 18, 1997, (d) dated and
filed with the  Commission  on April 15, 1997,  (e) dated June 2, 1997 and filed
with the  Commission on June 3, 1997, (f) dated and filed with the Commission on
June 17,  1997,  (g) dated and filed with the  Commission  on July 9, 1997,  (h)
dated and filed with the  Commission  on July 16, 1997,  (i) dated July 21, 1997
and filed with the  Commission  on July 22,  1997,  (j) dated and filed with the
Commission  on September  5, 1997,  (k) dated and filed with the  Commission  on
September 9, 1997, (l) dated and filed with the Commission on September 22, 1997
and (m) dated and filed with the Commission on October 23, 1997; and

     (iv) Proxy Statement,  dated as of April 18, 1997, filed in definitive form
on April 21, 1997 with the Commission with respect to the  information  required
to be included herein by Items 401  (management),  402 (executive  compensation)
and 404 (certain  relationships  and related  transactions)  of  Regulation  S-K
promulgated under the Securities Act and the Exchange Act.

     All documents  filed by Nextel  pursuant to Sections 13 (a), 13 (c), 14 and
15 (d) of the  Exchange  Act  subsequent  to the  filing  of  this  Registration
Statement and prior to the filing of a post-effective  amendment indicating that
all securities offered under the Company's Cash Compensation  Deferral Plan (the
"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.

     The  securities  being  registered  represent  unsecured  obligations  (the
"Obligations")  of the  Company  to  pay  to  Eligible  Employees  and  Eligible
Directors  (the   "Participants")  who  participate  in  the  Plan,  upon  their
retirement,  death, disability,  certain change of control events or upon one or
more future date(s)  specified by such  Participant's  salary or bonus (together
with  any  gains,  earnings  or  losses  thereon),  the  receipt  of  which  the
Participants  have elected to defer. The Obligations also may represent  amounts
that the Company has elected to contribute to a Participant's  account(s)  under
the Plan.  Amounts  deferred or  contributed to a  Participant's  account(s) are
credited  with  gains,  losses and  earnings  based on  hypothetical  investment
directions  made by the  Participant,  in accordance  with  investment  deferral
crediting options and procedures adopted from time to time pursuant to the Plan.
Any amounts  deferred or contributed to a Participant's  account with respect to
which a Participant does not provide investment direction shall be credited with
earnings in an amount determined by the

                                       1

<PAGE>

Committee (as hereinafter  defined) in its sole discretion or, if an amount
is not so determined, such amounts shall bear interest at the rate applicable to
U.S. Treasury Bills having a maturity of thirty (30) days as in effect from time
to time during the relevant period.

     The Plan is  administered  by the  Compensation  Committee  of the Board of
Directors  of the  Company  (the  "Compensation  Committee"),  which is  granted
authority  to  delegate  administration  of the  Plan  to one  or  more  groups,
committees,  individuals or entities (the Compensation Committee,  together with
any such delegated parties, the "Committee").

     Before  the  first  day of each  calendar  year (or  within  31 days of the
commencement of service for an Eligible  Employee or Eligible  Director,  as the
case may be, whose  eligibility to participate in the Plan commences  other than
on the first day of a calendar year), or on or before such other date(s) by that
the  Committee  may, in its sole  discretion,  establish or  designate  for such
purpose,  a  Participant  may file with the  Committee  a deferred  compensation
agreement  pursuant to which such  Participant  elects to make deferrals of base
salary and/or bonus compensation for or with respect to such year, provided that
elections to defer bonus compensation payable in 1998 may be made on or prior to
December 31, 1997. Any such Participant election shall be subject to any maximum
or minimum percentage or dollar amount  limitations  (which, as of the effective
date of the Plan, shall include a maximum base salary deferral limit of 90% of a
Participant's base salary and a minimum deferral  limitation of $1,000 per year,
which limitation may be changed by the Committee in its sole discretion), and to
any other rules prescribed by the Committee in its sole discretion.

     Any  distribution  to  a  Participant  of  base  salary  deferrals,   bonus
compensation  deferrals  and  Company  contributions  (together  with any gains,
earnings or losses  thereon) shall be made as soon as practicable  following the
date the deferral  period for such amounts ends and may be made in a lump-sum or
in annual or quarterly  installments  as directed by the  Participant.  The Plan
provides for lump-sum  distributions of deferrals (i) if a Participant ceases to
be an employee (unless the Committee,  in its sole  discretion,  elects to defer
such distribution  and/or make such distribution in installments as permitted by
the Plan),(ii) at the election of the Participant upon the occurrence of certain
events that  constitute a Change in Control,  or upon the disability or death of
the  Participant  subject,  in  certain  of  such  cases,  to the  right  of the
Participant  or the  Participant's  beneficiary  to elect or request a different
distribution   schedule  as  permitted  by  the  Plan.  The  Plan  also  permits
Participant's  to request  certain  hardship  and other  withdrawals  subject to
specified   limitations  and  to  specified  forfeiture  and   non-participation
requirements contained in the Plan.

     The  Obligations  are unsecured  general  obligations  of the Company.  The
Obligations  are  not  subject  to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge, encumbrance,  attachment or garnishment. Any attempt by any
person to transfer  or assign  benefits  under the Plan,  other than a claim for
benefits by a Participant or his or her beneficiary(ies)  will be null and void.
There is no trading market for the Obligations.

     The  Obligations  are not  convertible  to any security of the Company.  No
trustee  has been  created  or  appointed  to take  action  with  respect to the
Obligations  and each  Participant in the Plan will be responsible for enforcing
his or her own rights  with  respect to the  Obligations.  The  Company may (but
shall not be obligated  to)  establish a trust or trusts,  or such other funding
devices as the Committee shall deem appropriate,  advisable or desirable,  which
may take the form of grantor trusts,  may be revocable or  irrevocable,  and may
have  independent  trustees (such trusts or other funding  devices  collectively
"Trusts").   Neither   Participants,   their   Beneficiaries   nor  their  legal
representatives shall have any right, actual or beneficial, other than the right
of an  unsecured  general  creditor,  against the Company or against any of such
Trusts in respect of any portion of a Participant's  account. The Company has no
obligation to make or to continue to make any  contributions  to any Trusts that
may be established in connection  with the Plan and any such  contributions,  if
made,  shall be made (and may be  discontinued)  in the sole  discretion  of the
Company.  By electing to defer any amount pursuant to the Plan, each Participant
acknowledges  and agrees  that the  Company is not and shall not be  required to
make any  investment in connection  with the Plan,  nor is it required to follow
the Participant's  hypothetical  investment  directions in any actual investment
the Company may make or acquire in  connection  with the Plan or in  determining
the amount of any actual or  contingent  liability or  obligation of the Company
thereunder or relating thereto.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

                                     2

<PAGE>

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

     While Article 7 of the Nextel Charter  provides  directors with  protection
from awards for monetary  damages for breaches of the duty of care,  it does not
eliminate  the  directors'  duty of care.  Accordingly,  Article  7 will have no
effect on the  availability  of  equitable  remedies  such as an  injunction  or
rescission  based on a director's  breach of the duty of care. The provisions of
Article 7 as  described  above  apply to  officers  of  Nextel  only if they are
directors of Nextel and are acting in their capacity as directors,  and does not
apply to officers of Nextel who are not directors.
 
     Indemnification  and Insurance.  Under the DGCL,  directors and officers as
well as other  employees and  individuals  may be indemnified  against  expenses
(including attorneys' fees), judgments,  fines and amounts paid in settlement in
connection  with  specified  actions,  suits  or  proceedings,   whether  civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the corporation as a derivative action) if they acted in good faith and
in a  manner  they  reasonably  believed  to be in or not  opposed  to the  best
interest  of the  corporation  and,  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe their conduct was unlawful.

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

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

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

                                        3

<PAGE>

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Exhibits

4.1       -    Nextel Communications, Inc. Cash  Compensation Deferral  Plan.

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

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

23.2      -    Consent of Deloitte & Touche LLP.

24        -    Powers of Attorney of Directors and certain Officers of Nextel

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act;
 
     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing, any increase or

                                        4

<PAGE>

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

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that paragraphs (1) (i) and (1) (ii) do not apply if the  Registration
Statement  is on  Form  S-3 or Form  S-8,  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

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

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

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

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

                                        5

<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  Nextel
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of McLean, the Commonwealth  State of Virginia,  on the
17th day of December, 1997.

                                        NEXTEL COMMUNICATIONS, INC.


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

     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 and on the dates indicated:

Name                          Title                                   Date

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

          *
_____________________         Vice President and Chief Financial
Steven M. Shindler            Officer (Principal Financial Officer)

          *
_____________________         Vice President and Controller
William  Arendt               (Principal  Accounting Officer)

          *
_____________________         Vice Chairman of the Board and Director
Morgan E. O'Brien

          *
_____________________         President, Chief Operating Officer and Director
Timothy M. Donahue


_____________________         Director
Keith J. Bane

_____________________         Director
Craig O. McCaw

          *
______________________        Director
Keisuke Nakasaki

          *
______________________        Director
Masaaki Torimoto

          *
______________________        Director
Dennis M. Weibling

                                        6

<PAGE>


          *
______________________        Director
William E. Conway, Jr.


          *
______________________        Director
Frank M. Drendel


/s/ Thomas J. Sidman          Attorney-in-Fact               December 17, 1997
______________________
Thomas J. Sidman*

                                        7

<PAGE>

                                    EXHIBITS

Exhibit
Number         Description of Exhibits

4.1       -    Nextel Communications, Inc. Cash  Compensation Deferral Plan.

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

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

23.2      -    Consent of Deloitte & Touche LLP.

24        -    Powers of Attorney of Directors and certain Officers of Nextel.
[{"type": "S-8", "sequence": "1", "description": "DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 27479}]
{"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": "333-42537", "film-number": "97740101"}, "business-address": {"street1": "1505 FARM CREDIT DR", "street2": "STE 100", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "2014381400"}, "mail-address": {"street1": "201 ROUTE 17 N", "city": "RUTHERFORD", "state": "NJ", "zip": "07070"}}
As filed with the Securities and Exchange Commission on December 17, 1997

                                                           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
                         Incorporation or Organization)
                                (I.R.S. Employer
                             Identification Number)

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

          Nextel Communications, Inc. Cash Compensation Deferral Plan
                              (Full title of plan)

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

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

                        CALCULATION OF REGISTRATION FEE

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

Deferred Compensation $10,000,000       n/a          $10,000,000      $2,950
Obligations

     (1) The Deferred  Compensation  Obligations represent unsecured obligations
of the Registrant to pay deferred  compensation in the future in accordance with
the provisions of Nextel Communication  Inc.'s Cash Compensation  Deferral Plan.
The amount to be registered  represents  the dollar  amount of the  compensation
deferred and deemed invested in accordance with the Nextel Communications,  Inc.
Cash Compensation Deferral Plan.

     (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.
PART I

             INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

     The document(s) 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 of  1933,  as  amended  (the  "Securities  Act").  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II
 
             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.

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

     (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1996,
filed with the Commission on March 31, 1997;

     (ii)  Quarterly  Reports on Form 10-Q for the quarters  ended (a) March 31,
1997 dated and filed with the  Commission  on May 15,  1997,  (b) June 30,  1997
dated and filed with the  Commission  on August 12, 1997 and (c)  September  30,
1997 dated and filed with the Commission on November 14, 1997;

     (iii) Current  Reports on Form 8-K: (a) dated and filed with the Commission
on January  21,  1997,  (b) dated and filed with the  Commission  on February 7,
1997,  (c) dated and filed with the  Commission on March 18, 1997, (d) dated and
filed with the  Commission  on April 15, 1997,  (e) dated June 2, 1997 and filed
with the  Commission on June 3, 1997, (f) dated and filed with the Commission on
June 17,  1997,  (g) dated and filed with the  Commission  on July 9, 1997,  (h)
dated and filed with the  Commission  on July 16, 1997,  (i) dated July 21, 1997
and filed with the  Commission  on July 22,  1997,  (j) dated and filed with the
Commission  on September  5, 1997,  (k) dated and filed with the  Commission  on
September 9, 1997, (l) dated and filed with the Commission on September 22, 1997
and (m) dated and filed with the Commission on October 23, 1997; and

     (iv) Proxy Statement,  dated as of April 18, 1997, filed in definitive form
on April 21, 1997 with the Commission with respect to the  information  required
to be included herein by Items 401  (management),  402 (executive  compensation)
and 404 (certain  relationships  and related  transactions)  of  Regulation  S-K
promulgated under the Securities Act and the Exchange Act.

     All documents  filed by Nextel  pursuant to Sections 13 (a), 13 (c), 14 and
15 (d) of the  Exchange  Act  subsequent  to the  filing  of  this  Registration
Statement and prior to the filing of a post-effective  amendment indicating that
all securities offered under the Company's Cash Compensation  Deferral Plan (the
"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.

     The  securities  being  registered  represent  unsecured  obligations  (the
"Obligations")  of the  Company  to  pay  to  Eligible  Employees  and  Eligible
Directors  (the   "Participants")  who  participate  in  the  Plan,  upon  their
retirement,  death, disability,  certain change of control events or upon one or
more future date(s)  specified by such  Participant's  salary or bonus (together
with  any  gains,  earnings  or  losses  thereon),  the  receipt  of  which  the
Participants  have elected to defer. The Obligations also may represent  amounts
that the Company has elected to contribute to a Participant's  account(s)  under
the Plan.  Amounts  deferred or  contributed to a  Participant's  account(s) are
credited  with  gains,  losses and  earnings  based on  hypothetical  investment
directions  made by the  Participant,  in accordance  with  investment  deferral
crediting options and procedures adopted from time to time pursuant to the Plan.
Any amounts  deferred or contributed to a Participant's  account with respect to
which a Participant does not provide investment direction shall be credited with
earnings in an amount determined by the

                                       1
Committee (as hereinafter  defined) in its sole discretion or, if an amount
is not so determined, such amounts shall bear interest at the rate applicable to
U.S. Treasury Bills having a maturity of thirty (30) days as in effect from time
to time during the relevant period.

     The Plan is  administered  by the  Compensation  Committee  of the Board of
Directors  of the  Company  (the  "Compensation  Committee"),  which is  granted
authority  to  delegate  administration  of the  Plan  to one  or  more  groups,
committees,  individuals or entities (the Compensation Committee,  together with
any such delegated parties, the "Committee").

     Before  the  first  day of each  calendar  year (or  within  31 days of the
commencement of service for an Eligible  Employee or Eligible  Director,  as the
case may be, whose  eligibility to participate in the Plan commences  other than
on the first day of a calendar year), or on or before such other date(s) by that
the  Committee  may, in its sole  discretion,  establish or  designate  for such
purpose,  a  Participant  may file with the  Committee  a deferred  compensation
agreement  pursuant to which such  Participant  elects to make deferrals of base
salary and/or bonus compensation for or with respect to such year, provided that
elections to defer bonus compensation payable in 1998 may be made on or prior to
December 31, 1997. Any such Participant election shall be subject to any maximum
or minimum percentage or dollar amount  limitations  (which, as of the effective
date of the Plan, shall include a maximum base salary deferral limit of 90% of a
Participant's base salary and a minimum deferral  limitation of $1,000 per year,
which limitation may be changed by the Committee in its sole discretion), and to
any other rules prescribed by the Committee in its sole discretion.

     Any  distribution  to  a  Participant  of  base  salary  deferrals,   bonus
compensation  deferrals  and  Company  contributions  (together  with any gains,
earnings or losses  thereon) shall be made as soon as practicable  following the
date the deferral  period for such amounts ends and may be made in a lump-sum or
in annual or quarterly  installments  as directed by the  Participant.  The Plan
provides for lump-sum  distributions of deferrals (i) if a Participant ceases to
be an employee (unless the Committee,  in its sole  discretion,  elects to defer
such distribution  and/or make such distribution in installments as permitted by
the Plan),(ii) at the election of the Participant upon the occurrence of certain
events that  constitute a Change in Control,  or upon the disability or death of
the  Participant  subject,  in  certain  of  such  cases,  to the  right  of the
Participant  or the  Participant's  beneficiary  to elect or request a different
distribution   schedule  as  permitted  by  the  Plan.  The  Plan  also  permits
Participant's  to request  certain  hardship  and other  withdrawals  subject to
specified   limitations  and  to  specified  forfeiture  and   non-participation
requirements contained in the Plan.

     The  Obligations  are unsecured  general  obligations  of the Company.  The
Obligations  are  not  subject  to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge, encumbrance,  attachment or garnishment. Any attempt by any
person to transfer  or assign  benefits  under the Plan,  other than a claim for
benefits by a Participant or his or her beneficiary(ies)  will be null and void.
There is no trading market for the Obligations.

     The  Obligations  are not  convertible  to any security of the Company.  No
trustee  has been  created  or  appointed  to take  action  with  respect to the
Obligations  and each  Participant in the Plan will be responsible for enforcing
his or her own rights  with  respect to the  Obligations.  The  Company may (but
shall not be obligated  to)  establish a trust or trusts,  or such other funding
devices as the Committee shall deem appropriate,  advisable or desirable,  which
may take the form of grantor trusts,  may be revocable or  irrevocable,  and may
have  independent  trustees (such trusts or other funding  devices  collectively
"Trusts").   Neither   Participants,   their   Beneficiaries   nor  their  legal
representatives shall have any right, actual or beneficial, other than the right
of an  unsecured  general  creditor,  against the Company or against any of such
Trusts in respect of any portion of a Participant's  account. The Company has no
obligation to make or to continue to make any  contributions  to any Trusts that
may be established in connection  with the Plan and any such  contributions,  if
made,  shall be made (and may be  discontinued)  in the sole  discretion  of the
Company.  By electing to defer any amount pursuant to the Plan, each Participant
acknowledges  and agrees  that the  Company is not and shall not be  required to
make any  investment in connection  with the Plan,  nor is it required to follow
the Participant's  hypothetical  investment  directions in any actual investment
the Company may make or acquire in  connection  with the Plan or in  determining
the amount of any actual or  contingent  liability or  obligation of the Company
thereunder or relating thereto.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

                                     2
Item 6.  Indemnification of Directors and Officers.
 
     Set forth below is a  description  of certain  provisions  of the  Restated
Certificate of Incorporation of Nextel (the "Nextel  Charter"),  the Amended and
Restated  By-laws of Nextel (the  "Nextel  By-laws")  and the  Delaware  General
Corporation Law (the "DGCL"). This description is intended as a summary only and
is qualified in its  entirety by  reference  to the Nextel  Charter,  the Nextel
By-laws and the DGCL.
 
     Elimination  of  Liability  in Certain  Circumstances.  The Nextel  Charter
provides  that,  to the full  extent  provided  by law, a  director  will not be
personally  liable to Nextel or its stockholders for or with respect to any acts
or omissions  in the  performance  of his or her duties as a director.  The DGCL
provides  that a  corporation  may  limit or  eliminate  a  director's  personal
liability for monetary  damages to the corporation or its  stockholders,  except
for  liability  (i) for any  breach of the  director's  duty of  loyalty to such
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
paying a dividend or approving a stock repurchase in violation of Section 174 of
the DGCL,  or (iv) for any  transaction  from  which  the  director  derived  an
improper personal benefit.

     While Article 7 of the Nextel Charter  provides  directors with  protection
from awards for monetary  damages for breaches of the duty of care,  it does not
eliminate  the  directors'  duty of care.  Accordingly,  Article  7 will have no
effect on the  availability  of  equitable  remedies  such as an  injunction  or
rescission  based on a director's  breach of the duty of care. The provisions of
Article 7 as  described  above  apply to  officers  of  Nextel  only if they are
directors of Nextel and are acting in their capacity as directors,  and does not
apply to officers of Nextel who are not directors.
 
     Indemnification  and Insurance.  Under the DGCL,  directors and officers as
well as other  employees and  individuals  may be indemnified  against  expenses
(including attorneys' fees), judgments,  fines and amounts paid in settlement in
connection  with  specified  actions,  suits  or  proceedings,   whether  civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the corporation as a derivative action) if they acted in good faith and
in a  manner  they  reasonably  believed  to be in or not  opposed  to the  best
interest  of the  corporation  and,  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe their conduct was unlawful.

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

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

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

                                        3
(i) which results in a final,  nonappealable order directing the Indemnitee
to pay a fine or similar  governmental  imposition which Nextel is prohibited by
applicable law from paying; or

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Exhibits

4.1       -    Nextel Communications, Inc. Cash  Compensation Deferral  Plan.

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

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

23.2      -    Consent of Deloitte & Touche LLP.

24        -    Powers of Attorney of Directors and certain Officers of Nextel

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act;
 
     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing, any increase or

                                        4
decrease  in volume of  securities  offered (if the total  dollar  value of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that paragraphs (1) (i) and (1) (ii) do not apply if the  Registration
Statement  is on  Form  S-3 or Form  S-8,  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

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

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

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

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

                                        5
SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  Nextel
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of McLean, the Commonwealth  State of Virginia,  on the
17th day of December, 1997.

                                        NEXTEL COMMUNICATIONS, INC.

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

     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 and on the dates indicated:

Name                          Title                                   Date

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

          *
_____________________         Vice President and Chief Financial
Steven M. Shindler            Officer (Principal Financial Officer)

          *
_____________________         Vice President and Controller
William  Arendt               (Principal  Accounting Officer)

          *
_____________________         Vice Chairman of the Board and Director
Morgan E. O'Brien

          *
_____________________         President, Chief Operating Officer and Director
Timothy M. Donahue

_____________________         Director
Keith J. Bane

_____________________         Director
Craig O. McCaw

          *
______________________        Director
Keisuke Nakasaki

          *
______________________        Director
Masaaki Torimoto

          *
______________________        Director
Dennis M. Weibling

                                        6
*
______________________        Director
William E. Conway, Jr.

          *
______________________        Director
Frank M. Drendel

/s/ Thomas J. Sidman          Attorney-in-Fact               December 17, 1997
______________________
Thomas J. Sidman*

                                        7
EXHIBITS

Exhibit
Number         Description of Exhibits

4.1       -    Nextel Communications, Inc. Cash  Compensation Deferral Plan.

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

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

23.2      -    Consent of Deloitte & Touche LLP.

24        -    Powers of Attorney of Directors and certain Officers of Nextel.