As filed with the Securities and Exchange Commission on October 30, 1996
                                                  Registration No. 333-_____
------------------------------------------------------------------------------
                       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 3126
                            NEW YORK, NEW YORK 10169
                    (Address of principal executive offices)

                          OTHER EMPLOYEE BENEFIT PLANS
                            (Full title of the Plan)

                 WILLIAM J. ROUHANA, JR., Chairman of the Board
                           and Chief Executive Officer
                          WinStar Communications, Inc.
                           230 Park Avenue, Suite 3126
                            New York, New York 10169
                                 (212) 687-7577
(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 maximum   Proposed 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>    
other stock-based awards granted and outstanding        2,287,000
under other employee benefit plans ("Benefit Plans")     shares            (1)            $41,161,392.50(2)        $14,193.58
==================================================================================================================================
<FN>
(1)      In accordance with Rule 457(h)  promulgated under the Securities Act of
         1933, as amended  ("Securities  Act"),  the exercise prices payable for
         the  shares of Common  Stock  issuable  upon  exercise  of  outstanding
         options granted pursuant to Benefit Plans are as follows: $5.50 (75,000
         shares), $7.00 (50,000 shares), $14.34 (50,000 shares), $14.375 (30,000
         shares),  $14.75  (450,000  shares),  $14.87 (20,000  shares),  $14.875
         (20,000  shares),  $15.37 (15,000 shares),  $15.375  (135,000  shares),
         $16.00 (130,000  shares),  $16.125 (25,000  shares),  $16.6875  (40,000
         shares),  $16.75  (50,000  shares),  $17.375  (20,000  shares),  $17.50
         (20,000 shares),  $18.1875  (75,000 shares),  $18.5625 (20,000 shares),
         $18.750  (30,000  shares),  $19.00 (67,000  shares),  $19.0625  (60,000
         shares),  $19.625 (20,000  shares),  $20.00 (125,000  shares),  $20.375
         (270,000 shares),  $20.41875 (100,000 shares), $20.875 (20,000 shares),
         $21.25  (25,000  shares),   $21.625  (10,000  shares),  $23.50  (75,000
         shares),  $24.063  (10,000  shares),  $24.50  (30,000  shares),  $25.00
         (35,000  shares),  $25.125 (35,000  shares),  $25.875 (75,000  shares),
         $30.125 (25,000 shares) and $30.50 (50,000 shares).

(2)      The  proposed  maximum  aggregate  offering  price  is  the  sum of the
         exercise  prices  of  the  options  granted  under  Benefit  Plans  and
         outstanding  as of October 24,  1996,  in  accordance  with Rule 457(h)
         promulgated under the Securities Act.
</FN>
</TABLE>
                              ---------------------
         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.

         The  Registration  Statement,  including  all exhibits and attachments,
contains 19 pages. The exhibit index may be found on page 8 of the consecutively
numbered pages of the Registration Statement.
                              ---------------------
<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")  are  incorporated  by
reference in this Registration Statement:

         (a)      The  Registrant's  Transition  Report on Form  10-KSB  for the
                  ten-month  period  ended  December  31,  1995  filed  with the
                  Commission   pursuant  to  Section  13(a)  of  the  Securities
                  Exchange Act of 1934 (the "Exchange Act");

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarters ended March 31, 1996 and June 30, 1996 filed with the
                  Commission pursuant to Section 13(a) of the Exchange Act;

         (c)      The Registrant's Proxy Statement,  dated May 3, 1996, relating
                  to  the  Annual  Meeting  of   Stockholders   filed  with  the
                  Commission pursuant to Section 14 of the Exchange Act;

         (d)      The Registrant's  Current Report on Form 8-K, dated October 8,
                  1996,  filed with the Commission  pursuant to Section 13(a) of
                  the Exchange Act;

         (e)      All other reports filed by the Registrant  since  December 31,
                  1995 with the Commission pursuant to Section 13(a) or 15(d) of
                  the Exchange Act; and

         (f)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  8-A   Registration   Statement  filed  with  the
                  Commission  pursuant  to Section  12(g) of the  Exchange  Act,
                  including any subsequent  amendment(s)  or report(s) filed for
                  purpose of updating such description.

         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 which indicates that all securities  offered have been
sold or which 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  which 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.

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

                                      II-1

<PAGE>

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 which 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  which 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  provides for  indemnification of directors and officers of the
Company  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    Form of stock option agreement between the Registrant and the 
                option holder (filed herewith)
         4.2    Schedule of option grants (filed herewith)
         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)


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 of 1933;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration  Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the Registration Statement. Notwithstanding the foregoing, any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value  securities  offered  would  not  exceed  that  which was
         registered) and any deviation from the low or high and 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 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         Registration  Statement or any material  change to such  information in
         the Registration Statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.


                                      II-3

<PAGE>

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 25th day of
October, 1996.

                                        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 Fredric E.
von Stange 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, 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      October 25, 1996
----------------------------    Directors and Chief
William J. Rouhana, Jr.         Executive Officer (and
                                principal executive officer)


/s/ Nathan Kantor               President, Chief Operating    October 25, 1996
----------------------------    Officer and Director 
Nathan Kantor


/s/ Steven G. Chrust            Vice Chairman of the Board    October 25, 1996
----------------------------    of Directors
Steven G. Chrust


/s/ Fredric E. von Stange       Executive Vice President,     October 25, 1996
----------------------------    Chief Financial Officer
Fredric E. von Stange           and Director (and principal 
                                accounting officer)

/s/ Bert W. Wasserman           Director                      October 25, 1996
----------------------------
Bert W. Wasserman


/s/ William J. vanden Heuvel    Director                      October 25, 1996
----------------------------
William J. vanden Heuvel


/s/ William Harve
----------------------------    Director                      October 25, 1996
William Harvey


/s/ Steven B. Magyar            Director                      October 25, 1996
----------------------------
Steven B. Magyar


                                      II-5

<PAGE>

                                    EXHIBITS

Exhibit No.    Description
-----------    -----------
       4.1     Form of stock option agreement between the Registrant and the
               option holder (filed herewith)
       4.2     Schedule of option grants (filed herewith)
       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)



                                      II-6

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "OTHER EMPLOYEE BENEFIT PLANS", "secsgml_size_bytes": 24366}]
{"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": "333-15073", "film-number": "96649943"}, "business-address": {"street1": "230 PARK AVENUE SUITE 3126", "city": "NEW YORK", "state": "NY", "zip": "10169", "phone": "2126877577"}, "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 October 30, 1996
                                                  Registration No. 333-_____
------------------------------------------------------------------------------
                       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 3126
                            NEW YORK, NEW YORK 10169
                    (Address of principal executive offices)

                          OTHER EMPLOYEE BENEFIT PLANS
                            (Full title of the Plan)

                 WILLIAM J. ROUHANA, JR., Chairman of the Board
                           and Chief Executive Officer
                          WinStar Communications, Inc.
                           230 Park Avenue, Suite 3126
                            New York, New York 10169
                                 (212) 687-7577
(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 maximum   Proposed maximum
                                                      Amount to be      offering price       aggregate             Amount of
Title of Securities to be registered                   registered         per share        offering price      registration fee
==================================================================================================================================
other stock-based awards granted and outstanding        2,287,000
under other employee benefit plans ("Benefit Plans")     shares            (1)            $41,161,392.50(2)        $14,193.58
==================================================================================================================================
(1)      In accordance with Rule 457(h)  promulgated under the Securities Act of
         1933, as amended  ("Securities  Act"),  the exercise prices payable for
         the  shares of Common  Stock  issuable  upon  exercise  of  outstanding
         options granted pursuant to Benefit Plans are as follows: $5.50 (75,000
         shares), $7.00 (50,000 shares), $14.34 (50,000 shares), $14.375 (30,000
         shares),  $14.75  (450,000  shares),  $14.87 (20,000  shares),  $14.875
         (20,000  shares),  $15.37 (15,000 shares),  $15.375  (135,000  shares),
         $16.00 (130,000  shares),  $16.125 (25,000  shares),  $16.6875  (40,000
         shares),  $16.75  (50,000  shares),  $17.375  (20,000  shares),  $17.50
         (20,000 shares),  $18.1875  (75,000 shares),  $18.5625 (20,000 shares),
         $18.750  (30,000  shares),  $19.00 (67,000  shares),  $19.0625  (60,000
         shares),  $19.625 (20,000  shares),  $20.00 (125,000  shares),  $20.375
         (270,000 shares),  $20.41875 (100,000 shares), $20.875 (20,000 shares),
         $21.25  (25,000  shares),   $21.625  (10,000  shares),  $23.50  (75,000
         shares),  $24.063  (10,000  shares),  $24.50  (30,000  shares),  $25.00
         (35,000  shares),  $25.125 (35,000  shares),  $25.875 (75,000  shares),
         $30.125 (25,000 shares) and $30.50 (50,000 shares).

(2)      The  proposed  maximum  aggregate  offering  price  is  the  sum of the
         exercise  prices  of  the  options  granted  under  Benefit  Plans  and
         outstanding  as of October 24,  1996,  in  accordance  with Rule 457(h)
         promulgated under the 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.

         The  Registration  Statement,  including  all exhibits and attachments,
contains 19 pages. The exhibit index may be found on page 8 of the consecutively
numbered pages of the Registration Statement.
                              ---------------------
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")  are  incorporated  by
reference in this Registration Statement:

         (a)      The  Registrant's  Transition  Report on Form  10-KSB  for the
                  ten-month  period  ended  December  31,  1995  filed  with the
                  Commission   pursuant  to  Section  13(a)  of  the  Securities
                  Exchange Act of 1934 (the "Exchange Act");

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarters ended March 31, 1996 and June 30, 1996 filed with the
                  Commission pursuant to Section 13(a) of the Exchange Act;

         (c)      The Registrant's Proxy Statement,  dated May 3, 1996, relating
                  to  the  Annual  Meeting  of   Stockholders   filed  with  the
                  Commission pursuant to Section 14 of the Exchange Act;

         (d)      The Registrant's  Current Report on Form 8-K, dated October 8,
                  1996,  filed with the Commission  pursuant to Section 13(a) of
                  the Exchange Act;

         (e)      All other reports filed by the Registrant  since  December 31,
                  1995 with the Commission pursuant to Section 13(a) or 15(d) of
                  the Exchange Act; and

         (f)      The   description  of  the  Common  Stock   contained  in  the
                  Registrant's  8-A   Registration   Statement  filed  with  the
                  Commission  pursuant  to Section  12(g) of the  Exchange  Act,
                  including any subsequent  amendment(s)  or report(s) filed for
                  purpose of updating such description.

         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 which indicates that all securities  offered have been
sold or which 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  which 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.

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

                                      II-1
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 which 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  which 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  provides for  indemnification of directors and officers of the
Company  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    Form of stock option agreement between the Registrant and the 
                option holder (filed herewith)
         4.2    Schedule of option grants (filed herewith)
         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)

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 of 1933;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration  Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the Registration Statement. Notwithstanding the foregoing, any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value  securities  offered  would  not  exceed  that  which was
         registered) and any deviation from the low or high and 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 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         Registration  Statement or any material  change to such  information in
         the Registration Statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

                                      II-3
(2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 25th day of
October, 1996.

                                        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 Fredric E.
von Stange 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, 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      October 25, 1996
----------------------------    Directors and Chief
William J. Rouhana, Jr.         Executive Officer (and
                                principal executive officer)

/s/ Nathan Kantor               President, Chief Operating    October 25, 1996
----------------------------    Officer and Director 
Nathan Kantor

/s/ Steven G. Chrust            Vice Chairman of the Board    October 25, 1996
----------------------------    of Directors
Steven G. Chrust

/s/ Fredric E. von Stange       Executive Vice President,     October 25, 1996
----------------------------    Chief Financial Officer
Fredric E. von Stange           and Director (and principal 
                                accounting officer)

/s/ Bert W. Wasserman           Director                      October 25, 1996
----------------------------
Bert W. Wasserman

/s/ William J. vanden Heuvel    Director                      October 25, 1996
----------------------------
William J. vanden Heuvel

/s/ William Harve
----------------------------    Director                      October 25, 1996
William Harvey

/s/ Steven B. Magyar            Director                      October 25, 1996
----------------------------
Steven B. Magyar

                                      II-5
EXHIBITS

Exhibit No.    Description
-----------    -----------
       4.1     Form of stock option agreement between the Registrant and the
               option holder (filed herewith)
       4.2     Schedule of option grants (filed herewith)
       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)

                                      II-6