As filed with the Securities and Exchange Commission on July 10, 1997
                                            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 2700
                            NEW YORK, NEW YORK 10169
                    (Address of principal executive offices)

                          1995 PERFORMANCE EQUITY PLAN
                            (Full title of the Plan)

                 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) 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
                                                                          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            4,000,000 shares(1)        $14.75(2)          $59,000,000.00     $17,878.79
additional options which may be granted under
the Registrant's 1995 Performance Equity Plan
("1995 Plan")
=================================================================================================================================
<FN>

(1)      Includes one preferred stock purchase right for each share of Common Stock.

(2)      Based upon the last sale  price of the Common  Stock,  as  reported  by
         Nasdaq on July 2, 1997,  in  accordance  with Rule  457(c)  promulgated
         under the Securities Act of 1933.
</FN>
</TABLE>

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

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities Act of 1933, 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 of 1933 and the Note to Part I
         of the Instructions to Form S-8.


                                       I-1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         Except for the Item 8  disclosure,  the  contents  of the  Registration
Statement on Form S-8 (No. 33-98668) previously filed by the Registrant with the
Securities  and  Exchange  Commission  ("Commission")  on October 30,  1995,  as
amended by  Post-Effective  Amendment No. 1 thereto filed by the Registrant with
the  Commission  on October 30,  1996,  are  incorporated  by  reference in this
Registration Statement.

         On April 29, 1997, the Board of Directors of the Registrant approved an
amendment to the 1995 Plan to increase the number of shares  available under the
1995 Plan from 3,500,000 shares to 7,500,000 shares. Such amendment was approved
by the  stockholders  of the  Registrant  on June  26,  1997.  Accordingly,  the
Registrant  is filing this  Registration  Statement to register  the  additional
4,000,000 shares of Common Stock available for issuance under the 1995 Plan.


Item 8.  Exhibits
<TABLE>
<CAPTION>

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

     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)

    24                              Power of Attorney (included on the signature page hereto)
</TABLE>

                                      II-1

<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 10th day of
July, 1997.

                              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 of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S>                                                        <C>                                                        <C>   

/s/ William J. Rouhana, Jr.             Chairman of the Board of Directors and Chief                             July 10, 1997
--------------------------------------- Executive Officer (and principal executive officer)
William J. Rouhana, Jr.                 

/s/ Nathan Kantor                       President, Chief Operating Officer and Director                          July 10, 1997
---------------------------------------
Nathan Kantor

/s/ Steven G. Chrust                    Vice Chairman of the Board of Directors                                  July 10, 1997
---------------------------------------
Steven G. Chrust

/s/ Fredric E. von Stange               Executive Vice President, Chief Financial Officer                        July 10, 1997
--------------------------------------- and Director (and principal accounting officer)
Fredric E. von Stange                   

/s/ Bert W. Wasserman                   Director                                                                 July 10, 1997
---------------------------------------
Bert W. Wasserman

                                        Director                                                                 July 10, 1997
---------------------------------------
William J. vanden Heuvel

/s/ William Harvey                      Director                                                                 July 10, 1997
---------------------------------------
William Harvey

/s/ Steven B. Magyar                    Director                                                                 July 10, 1997
---------------------------------------
Steven B. Magyar

                                        Director                                                                 July 10, 1997
---------------------------------------
Dennis R. Patrick

                                        Director                                                                 July 10, 1997
---------------------------------------
James I. Cash
</TABLE>


                                      II-2

<PAGE>



                                    EXHIBITS
<TABLE>
<CAPTION>


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

     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)

    24                              Power of Attorney (included on the signature page hereto)
</TABLE>


                                      II-3

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11606}]
{"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": "333-31057", "film-number": "97639136"}, "business-address": {"street1": "230 PARK AVENUE SUITE 3126", "street2": "40TH FL", "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 July 10, 1997
                                            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 2700
                            NEW YORK, NEW YORK 10169
                    (Address of principal executive offices)

                          1995 PERFORMANCE EQUITY PLAN
                            (Full title of the Plan)

                 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) 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
                                                                          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            4,000,000 shares(1)        $14.75(2)          $59,000,000.00     $17,878.79
additional options which may be granted under
the Registrant's 1995 Performance Equity Plan
("1995 Plan")
=================================================================================================================================
(1)      Includes one preferred stock purchase right for each share of Common Stock.

(2)      Based upon the last sale  price of the Common  Stock,  as  reported  by
         Nasdaq on July 2, 1997,  in  accordance  with Rule  457(c)  promulgated
         under the Securities Act of 1933.
---------------------

         In accordance  with the  provisions of Rule 462  promulgated  under the
Securities Act of 1933, 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 of 1933 and the Note to Part I
         of the Instructions to Form S-8.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Except for the Item 8  disclosure,  the  contents  of the  Registration
Statement on Form S-8 (No. 33-98668) previously filed by the Registrant with the
Securities  and  Exchange  Commission  ("Commission")  on October 30,  1995,  as
amended by  Post-Effective  Amendment No. 1 thereto filed by the Registrant with
the  Commission  on October 30,  1996,  are  incorporated  by  reference in this
Registration Statement.

         On April 29, 1997, the Board of Directors of the Registrant approved an
amendment to the 1995 Plan to increase the number of shares  available under the
1995 Plan from 3,500,000 shares to 7,500,000 shares. Such amendment was approved
by the  stockholders  of the  Registrant  on June  26,  1997.  Accordingly,  the
Registrant  is filing this  Registration  Statement to register  the  additional
4,000,000 shares of Common Stock available for issuance under the 1995 Plan.

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

     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)

    24                              Power of Attorney (included on the signature page hereto)
II-1
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 10th day of
July, 1997.

                              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 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                             July 10, 1997
--------------------------------------- Executive Officer (and principal executive officer)
William J. Rouhana, Jr.                 

/s/ Nathan Kantor                       President, Chief Operating Officer and Director                          July 10, 1997
---------------------------------------
Nathan Kantor

/s/ Steven G. Chrust                    Vice Chairman of the Board of Directors                                  July 10, 1997
---------------------------------------
Steven G. Chrust

/s/ Fredric E. von Stange               Executive Vice President, Chief Financial Officer                        July 10, 1997
--------------------------------------- and Director (and principal accounting officer)
Fredric E. von Stange                   

/s/ Bert W. Wasserman                   Director                                                                 July 10, 1997
---------------------------------------
Bert W. Wasserman

                                        Director                                                                 July 10, 1997
---------------------------------------
William J. vanden Heuvel

/s/ William Harvey                      Director                                                                 July 10, 1997
---------------------------------------
William Harvey

/s/ Steven B. Magyar                    Director                                                                 July 10, 1997
---------------------------------------
Steven B. Magyar

                                        Director                                                                 July 10, 1997
---------------------------------------
Dennis R. Patrick

                                        Director                                                                 July 10, 1997
---------------------------------------
James I. Cash
II-2
EXHIBITS
Exhibit No.                        Description
4.1                            1995 Performance Equity Plan of the Registrant (incorporated by
                                    reference to Exhibit 4.1 to the Company's Registration Statement on
                                    Form S-8 (No. 33-98668))

     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)

    24                              Power of Attorney (included on the signature page hereto)
II-3