As filed with the Securities and Exchange Commission on September 16, 1998

-----------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              ---------------------

                          WINSTAR COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                             13-3585278
-----------------------------                           -----------------------
(State or Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                           230 PARK AVENUE, SUITE 2700
                            NEW YORK, NEW YORK 10169
                    ----------------------------------------
                    (Address of principal executive offices)

                          1995 PERFORMANCE EQUITY PLAN
                                       AND
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                    ----------------------------------------
                            (Full title of the Plans)

                 WILLIAM J. ROUHANA, JR., Chairman of the Board
                           and Chief Executive Officer
                          WinStar Communications, Inc.
                           230 Park Avenue, Suite 2700
                            New York, New York 10169
                                 (212) 584-4000
-------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                             DAVID ALAN MILLER, Esq.
                            Graubard Mollen & Miller
                                600 Third Avenue
                            New York, New York 10016
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                                        Proposed
                                                                  Proposed maximum      maximum
                                                Amount to be       offering price       aggregate         Amount of
Title of Securities to be registered             registered          per share        offering price  registration fee
------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                      <C>               <C>               <C>
Common Stock issuable upon exercise of 
additional options that may be granted 
under the Registrant' 1995 Performance
Equity Plan ("1995 Plan")                    2,500,000 shares(1)      $21.00(2)         $52,500,000       $15,487.50

Common Stock issuable upon exercise of 
options th may be granted  under the
Registrant's Qualified Employee Stock 
Purchase Plan ("Stock Purchase Plan")          750,000 shares(1)      $21.00(2)         $15,750,000       $ 4,646.25
                                            --------------------     ----------         -----------       ----------
                      Total                                                                               $20,133.75
</TABLE>




                          

<PAGE>



(1)  Pursuant to the Registrant's  Shareholder Rights Plan adopted in July 1997,
     one  preferred  stock  purchase  right is  attached to each share of Common
     Stock.

(2)  Based upon the last sale price of the Common Stock,  as reported by Nasdaq,
     on September 11, 1998, in accordance with Rule 457(c) promulgated under the
     Securities Act of 1933, as amended ("Securities Act").

                              ---------------------

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act, the  Registration  Statement will become  effective upon filing
with the Securities and Exchange Commission.

                              ---------------------

                          

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information. *

Item 2.   Registrant Information and Plan Annual Information.*












*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with Rule 428 under  the  Securities  Act and the Note to Part I of the
         Instructions to Form S-8.


                                       I-1

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"), are incorporated by reference
in this Registration Statement:

          (1)  Annual Report on Form 10-K for the year ended  December 31, 1997,
               as amended on Form 10-K/A;

          (2)  Current Report on Form 8-K/A filed January 30, 1998;

          (3)  Current Report on Form 8-K/A filed February 5, 1998;

          (4)  Current Report on Form 8-K filed March 12, 1998;

          (5)  Current Report on Form 8-K filed March 30, 1998;

          (6)  Proxy Statement, dated May 7, 1998;

          (7)  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
               1998;

          (8)  Current Report on Form 8-K filed June 25, 1998;

          (9)  Current Report on Form 8-K filed July 23, 1998;

          (10) Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               1998;

          (11) Current Report on Form 8-K filed August 19, 1998; and

          (12) The  description  of the Company's (i) Common Stock  contained in
               the  Company's  registration  statement  on Form  8-A  under  the
               Exchange Act (File No. 1-10726) and (ii) Series B Preferred Stock
               Purchase Rights contained in the Company's Registration Statement
               on Form  8-A,  as  amended,  under  the  Exchange  Act  (File No.
               0-20876).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement  or in any other  subsequently  filed  document  that is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.



                                      II-1

<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is  threatened  to be made a party  to any  threatened,  pending,  or  completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint  venture,   trust,  or  other  enterprise,   against  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  that such  person's  conduct  was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself, create a presumption that such person did not act in good faith and in a
manner that such person reasonably  believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

         In the case of an action by or in the right of the corporation, Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities  set forth above against  expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably  believed to be in and not opposed to the
best interests of the corporation,  except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  determines  upon
application  that,  despite the  adjudicate  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses that the Court of Chancery or such other court deems
proper. Section 145 further provides: that a Delaware corporation is required to
indemnify a director,  officer,  employee,  or agent against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with any action,  suit,  or  proceeding  or in defense of any claim,  issue,  or
matter  therein as to which such  person  has been  successful  on the merits or
otherwise;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
that  indemnification  provided  for by  Section  145  shall,  unless  otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a  director,  officer,  employee,  or agent and shall inure to the benefit of
such person's heirs, executors, and administrators; and empowers the corporation
to purchase  and maintain  insurance on behalf of a director or officer  against
any such liability  asserted against such person in any such capacity or arising
out of such person's  status as such whether or not the  corporation  would have
the power to  indemnify  him against  liability  under  Section  145. A Delaware
corporation may provide  indemnification only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct.  Such determination is to be made (i) by the board of directors by a
majority  vote of a quorum  consisting  of directors  who were not party to such
action,  suit, or proceeding,  or (ii) if such a quorum is not  obtainable,  or,
even  if  obtainable  a  quorum  of  disinterested   directors  so  directs,  by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         The Registrant's  By-Laws and Article Sixth of its Restated Certificate
of Incorporation  provide for  indemnification  of directors and officers of the
Registrant  to the fullest  extent  permitted  by law, as now in effect or later
amended.  Article IV of the Registrant's By-Laws provides that expenses incurred
by an officer or director in  defending a civil or  criminal  action,  suit,  or
proceeding  may be paid by the Registrant in advance of final  disposition  upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it ultimately is determined  that such person is not entitled to be  indemnified
by the Registrant.

         The Registrant currently provides liability insurance for each director
and certain  officers  for certain  losses  arising  from claims or charges made
against  them while acting in their  capacities  as directors or officers of the
Registrant.


                                      II-2

<PAGE>



         Article   Seventh  of  the   Registrant's   Restated   Certificate   of
Incorporation  eliminates  the  personal  liability  of  the  directors  of  the
Registrant to the fullest  extent  permitted by the provisions of Section 102 of
the  Delaware  General   Corporation  Law,  as  the  same  may  be  amended  and
supplemented.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No. Description
    
          4.1       1995 Performance Equity Plan of the Registrant (incorporated
                    by reference to Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-8 (No. 33-98668))

          4.2       Qualified  Employee  Stock  Purchase Plan of the  Registrant
                    (incorporated  by reference to the  Registrant's  Definitive
                    Proxy Statement filed with the Commission on May 7, 1998)

          5.1       Opinion of Graubard Mollen & Miller (filed herewith)

         23.1       Consent of Grant  Thornton LLP,  independent  accountant for
                    Registrant (filed herewith)

         23.2       Consent of  Graubard  Mollen & Miller  (included  in Exhibit
                    5.1) (filed herewith)

         23.3       Consent of Grant Thornton LLP (filed herewith)

         23.4       Consent of Ernst & Young LLP (filed herewith)

         24.1       Power of Attorney (included on the signature page hereto)


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  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;


                                      II-3

<PAGE>


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 undersigned  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  procedures,  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.

                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 16th day of
September, 1998.

                                WINSTAR COMMUNICATIONS, INC.

                                By:  /s/ William J. Rouhana, Jr.
                                ----------------------------------------------
                                William J. Rouhana, Jr., Chairman of the Board
                                of Directors and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  William J. Rouhana,  Jr. and Timothy R.
Graham his true and lawful attorneys-in-fact and agents, each acting alone, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Commission,  granting unto said  attorneys-in-fact  and agents,  and each of
them,  full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he might or could do in person,  and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
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 dates indicated.

<TABLE>
<S>                               <C>                                                          <C>
/s/ William J. Rouhana, Jr. 
----------------------------       Chairman of the Board of Directors and Chief                 September 16, 1998
William J. Rouhana, Jr.            Executive Officer (and principal executive officer)

/s/ Nathan Kantor                  President, Chief Operating Officer and Director              September 16, 1998
----------------------------
Nathan Kantor

/s/ Steven G. Chrust               Vice Chairman of the Board of Directors                      September 16, 1998
----------------------------
Steven G. Chrust

/s/ Charles T. Dickson             Executive Vice President and Chief Financial                 September 16, 1998
---------------------------        Officer (principal financial officer)
Charles T. Dickson         

/s/ Joseph P. Dwyer                Vice President, Finance (principal accounting                September 16, 1998
----------------------------       officer)
Joseph P. Dwyer                         

/s/ Bert W. Wasserman              Director                                                     September 16, 1998
----------------------------
Bert W. Wasserman

/s/ William J. vanden Heuvel       Director                                                     September 16, 1998
-----------------------------
William J. vanden Heuvel

/s/ Steven B. Magyar               Director                                                     September 16, 1998
-----------------------------
Steven B. Magyar

/s/ James I. Cash                  Director                                                     September 16, 1998
-----------------------------
James I. Cash
</TABLE>


                                      II-5

<PAGE>


                                                         EXHIBITS


         Exhibit No. Description
    
          4.1       1995 Performance Equity Plan of the Registrant (incorporated
                    by reference to Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-8 (No. 33-98668))

          4.2       Qualified  Employee  Stock  Purchase Plan of the  Registrant
                    (incorporated  by reference to the  Registrant's  Definitive
                    Proxy Statement filed with the Commission on May 7, 1998)

          5.1       Opinion of Graubard Mollen & Miller (filed herewith)

         23.1       Consent of Grant  Thornton LLP,  independent  accountant for
                    Registrant (filed herewith)

         23.2       Consent of  Graubard  Mollen & Miller  (included  in Exhibit
                    5.1) (filed herewith)

         23.3       Consent of Grant Thornton LLP (filed herewith)

         23.4       Consent of Ernst & Young LLP (filed herewith)

         24.1       Power of Attorney (included on the signature page hereto)


                                   

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24444}]
{"company-data": {"conformed-name": "WINSTAR COMMUNICATIONS INC", "cik": "0000868797", "assigned-sic": "4813", "irs-number": "133585278", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63541", "film-number": "98710664"}, "business-address": {"street1": "230 PARK AVE STE 2700", "city": "NEW YORK", "state": "NY", "zip": "10169", "phone": "2125844000"}, "former-company": [{"former-conformed-name": "ROBERN INDUSTRIES INC", "date-changed": "19930328"}, {"former-conformed-name": "ROBERN APPAREL INC", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on September 16, 1998

-----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              ---------------------

                          WINSTAR COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                             13-3585278
-----------------------------                           -----------------------
(State or Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                           230 PARK AVENUE, SUITE 2700
                            NEW YORK, NEW YORK 10169
                    ----------------------------------------
                    (Address of principal executive offices)

                          1995 PERFORMANCE EQUITY PLAN
                                       AND
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                    ----------------------------------------
                            (Full title of the Plans)

                 WILLIAM J. ROUHANA, JR., Chairman of the Board
                           and Chief Executive Officer
                          WinStar Communications, Inc.
                           230 Park Avenue, Suite 2700
                            New York, New York 10169
                                 (212) 584-4000
-------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                             DAVID ALAN MILLER, Esq.
                            Graubard Mollen & Miller
                                600 Third Avenue
                            New York, New York 10016
                                 (212) 818-8800

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                  Proposed maximum      maximum
                                                Amount to be       offering price       aggregate         Amount of
Title of Securities to be registered             registered          per share        offering price  registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of 
additional options that may be granted 
under the Registrant' 1995 Performance
Equity Plan ("1995 Plan")                    2,500,000 shares(1)      $21.00(2)         $52,500,000       $15,487.50

Common Stock issuable upon exercise of 
options th may be granted  under the
Registrant's Qualified Employee Stock 
Purchase Plan ("Stock Purchase Plan")          750,000 shares(1)      $21.00(2)         $15,750,000       $ 4,646.25
                                            --------------------     ----------         -----------       ----------
                      Total                                                                               $20,133.75
(1)  Pursuant to the Registrant's  Shareholder Rights Plan adopted in July 1997,
     one  preferred  stock  purchase  right is  attached to each share of Common
     Stock.

(2)  Based upon the last sale price of the Common Stock,  as reported by Nasdaq,
     on September 11, 1998, in accordance with Rule 457(c) promulgated under the
     Securities Act of 1933, as amended ("Securities Act").

                              ---------------------

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities  Act, the  Registration  Statement will become  effective upon filing
with the Securities and Exchange Commission.

                              ---------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information. *

Item 2.   Registrant Information and Plan Annual Information.*

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with Rule 428 under  the  Securities  Act and the Note to Part I of the
         Instructions to Form S-8.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  previously  filed by the Registrant  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"), are incorporated by reference
in this Registration Statement:

          (1)  Annual Report on Form 10-K for the year ended  December 31, 1997,
               as amended on Form 10-K/A;

          (2)  Current Report on Form 8-K/A filed January 30, 1998;

          (3)  Current Report on Form 8-K/A filed February 5, 1998;

          (4)  Current Report on Form 8-K filed March 12, 1998;

          (5)  Current Report on Form 8-K filed March 30, 1998;

          (6)  Proxy Statement, dated May 7, 1998;

          (7)  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
               1998;

          (8)  Current Report on Form 8-K filed June 25, 1998;

          (9)  Current Report on Form 8-K filed July 23, 1998;

          (10) Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               1998;

          (11) Current Report on Form 8-K filed August 19, 1998; and

          (12) The  description  of the Company's (i) Common Stock  contained in
               the  Company's  registration  statement  on Form  8-A  under  the
               Exchange Act (File No. 1-10726) and (ii) Series B Preferred Stock
               Purchase Rights contained in the Company's Registration Statement
               on Form  8-A,  as  amended,  under  the  Exchange  Act  (File No.
               0-20876).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the  respective  date of filing of such  documents.  Any  statement
contained  in a  document  incorporated  by  reference  herein  is  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Registration  Statement  or in any other  subsequently  filed  document  that is
incorporated by reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The Common Stock of the  Registrant is  registered  under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is  threatened  to be made a party  to any  threatened,  pending,  or  completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,  partnership,
joint  venture,   trust,  or  other  enterprise,   against  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred by such person in  connection  with such action,  suit,  or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  that such  person's  conduct  was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself, create a presumption that such person did not act in good faith and in a
manner that such person reasonably  believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that such  person's  conduct was
unlawful.

         In the case of an action by or in the right of the corporation, Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities  set forth above against  expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by such person in connection  with the
defense or  settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably  believed to be in and not opposed to the
best interests of the corporation,  except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  determines  upon
application  that,  despite the  adjudicate  of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses that the Court of Chancery or such other court deems
proper. Section 145 further provides: that a Delaware corporation is required to
indemnify a director,  officer,  employee,  or agent against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with any action,  suit,  or  proceeding  or in defense of any claim,  issue,  or
matter  therein as to which such  person  has been  successful  on the merits or
otherwise;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
that  indemnification  provided  for by  Section  145  shall,  unless  otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a  director,  officer,  employee,  or agent and shall inure to the benefit of
such person's heirs, executors, and administrators; and empowers the corporation
to purchase  and maintain  insurance on behalf of a director or officer  against
any such liability  asserted against such person in any such capacity or arising
out of such person's  status as such whether or not the  corporation  would have
the power to  indemnify  him against  liability  under  Section  145. A Delaware
corporation may provide  indemnification only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct.  Such determination is to be made (i) by the board of directors by a
majority  vote of a quorum  consisting  of directors  who were not party to such
action,  suit, or proceeding,  or (ii) if such a quorum is not  obtainable,  or,
even  if  obtainable  a  quorum  of  disinterested   directors  so  directs,  by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         The Registrant's  By-Laws and Article Sixth of its Restated Certificate
of Incorporation  provide for  indemnification  of directors and officers of the
Registrant  to the fullest  extent  permitted  by law, as now in effect or later
amended.  Article IV of the Registrant's By-Laws provides that expenses incurred
by an officer or director in  defending a civil or  criminal  action,  suit,  or
proceeding  may be paid by the Registrant in advance of final  disposition  upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it ultimately is determined  that such person is not entitled to be  indemnified
by the Registrant.

         The Registrant currently provides liability insurance for each director
and certain  officers  for certain  losses  arising  from claims or charges made
against  them while acting in their  capacities  as directors or officers of the
Registrant.

                                      II-2
Article   Seventh  of  the   Registrant's   Restated   Certificate   of
Incorporation  eliminates  the  personal  liability  of  the  directors  of  the
Registrant to the fullest  extent  permitted by the provisions of Section 102 of
the  Delaware  General   Corporation  Law,  as  the  same  may  be  amended  and
supplemented.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No. Description
    
          4.1       1995 Performance Equity Plan of the Registrant (incorporated
                    by reference to Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-8 (No. 33-98668))

          4.2       Qualified  Employee  Stock  Purchase Plan of the  Registrant
                    (incorporated  by reference to the  Registrant's  Definitive
                    Proxy Statement filed with the Commission on May 7, 1998)

          5.1       Opinion of Graubard Mollen & Miller (filed herewith)

         23.1       Consent of Grant  Thornton LLP,  independent  accountant for
                    Registrant (filed herewith)

         23.2       Consent of  Graubard  Mollen & Miller  (included  in Exhibit
                    5.1) (filed herewith)

         23.3       Consent of Grant Thornton LLP (filed herewith)

         23.4       Consent of Ernst & Young LLP (filed herewith)

         24.1       Power of Attorney (included on the signature page hereto)

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  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;

                                      II-3
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 undersigned  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  procedures,  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.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 16th day of
September, 1998.

                                WINSTAR COMMUNICATIONS, INC.

                                By:  /s/ William J. Rouhana, Jr.
                                ----------------------------------------------
                                William J. Rouhana, Jr., Chairman of the Board
                                of Directors and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  William J. Rouhana,  Jr. and Timothy R.
Graham his true and lawful attorneys-in-fact and agents, each acting alone, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Commission,  granting unto said  attorneys-in-fact  and agents,  and each of
them,  full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he might or could do in person,  and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
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 dates indicated.
/s/ William J. Rouhana, Jr. 
----------------------------       Chairman of the Board of Directors and Chief                 September 16, 1998
William J. Rouhana, Jr.            Executive Officer (and principal executive officer)

/s/ Nathan Kantor                  President, Chief Operating Officer and Director              September 16, 1998
----------------------------
Nathan Kantor

/s/ Steven G. Chrust               Vice Chairman of the Board of Directors                      September 16, 1998
----------------------------
Steven G. Chrust

/s/ Charles T. Dickson             Executive Vice President and Chief Financial                 September 16, 1998
---------------------------        Officer (principal financial officer)
Charles T. Dickson         

/s/ Joseph P. Dwyer                Vice President, Finance (principal accounting                September 16, 1998
----------------------------       officer)
Joseph P. Dwyer                         

/s/ Bert W. Wasserman              Director                                                     September 16, 1998
----------------------------
Bert W. Wasserman

/s/ William J. vanden Heuvel       Director                                                     September 16, 1998
-----------------------------
William J. vanden Heuvel

/s/ Steven B. Magyar               Director                                                     September 16, 1998
-----------------------------
Steven B. Magyar

/s/ James I. Cash                  Director                                                     September 16, 1998
-----------------------------
James I. Cash
II-5
EXHIBITS

         Exhibit No. Description
    
          4.1       1995 Performance Equity Plan of the Registrant (incorporated
                    by reference to Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-8 (No. 33-98668))

          4.2       Qualified  Employee  Stock  Purchase Plan of the  Registrant
                    (incorporated  by reference to the  Registrant's  Definitive
                    Proxy Statement filed with the Commission on May 7, 1998)

          5.1       Opinion of Graubard Mollen & Miller (filed herewith)

         23.1       Consent of Grant  Thornton LLP,  independent  accountant for
                    Registrant (filed herewith)

         23.2       Consent of  Graubard  Mollen & Miller  (included  in Exhibit
                    5.1) (filed herewith)

         23.3       Consent of Grant Thornton LLP (filed herewith)

         23.4       Consent of Ernst & Young LLP (filed herewith)

         24.1       Power of Attorney (included on the signature page hereto)