As filed with the Securities and Exchange Commission on March 5, 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)

                          OTHER EMPLOYEE BENEFIT PLANS
                            (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 options    1,857,000 shares(1)           (2)           $33,771,437.75(3)     $9,962.57
granted and outstanding under other employee
benefit plans ("Benefit Plans")
</TABLE>

(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.



<PAGE>
(2)      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:  $10.25
         (10,000  shares),  $11.125 (10,000  shares),  $11.625 (10,000  shares),
         $12.375  (20,000  shares),  $13.1875  (75,000  shares),  $13.50 (10,000
         shares),  $15.125 (20,000 shares),  $15.625 (50,000  shares),  $16.0625
         (175,000  shares),  $16.375 (15,000 shares),  $16.4375 (75,000 shares),
         $16.75 (45,000  shares),  $16.8125  (27,000  shares),  $16.875  (45,000
         shares);  $17.00 (470,000 shares),  $17.375 (100,000  shares),  $17.625
         (15,000  shares),  $18.75  (20,000  shares),  $19.00  (30,000  shares),
         $19.625  (10,000  shares),  $20.00  (275,000  shares),  $20.25  (30,000
         shares),  $20.50  (25,000  shares),  $20.625  (20,000  shares),  $21.00
         (100,000  shares),  $21.0625 (12,500  shares),  $23.00 (10,000 shares),
         $24.625 (25,000 shares), $25.00 (35,000 shares), $26.00 (60,000 shares)
         and $28.3125 (32,500 shares).


(3)      The  proposed  maximum  aggregate  offering  price  is  the  sum of the
         exercise  prices  of  the  options  granted  under  Benefit  Plans  and
         outstanding  as of  March 5,  1998,  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.

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


<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:

(1)  Annual Report on Form 10-K for the year ended December 31, 1996;

(2)  Current Report on Form 8-K filed January 17, 1997;

(3)  Current Report on Form 8-K filed February 14, 1997;

(4)  Current Report on Form 8-K filed February 27, 1997;

(5)  Current Report on Form 8-K filed March 27, 1997;

(6)  Quarterly  Report on Form 10-Q for the  three-month  period ended March 31,
     1997, as amended on June 10, 1997;

(7)  Proxy Statement, dated May 15, 1997;

(8)  Current Report on Form 8-K filed June 10, 1997;

(9)  Quarterly Report on Form 10-Q for the six-month period ended June 30, 1997;

(10) Current Report on Form 8-K filed July 2, 1997;

(11) Current Report on Form 8-K filed September 11, 1997;

(12) Current Report on Form 8-K filed October 29, 1997;

(13) Current Report on Form 8-K filed October 31, 1997;

(14) Quarterly Report on Form 10-Q for the nine-month period ended September 30,
     1997;

(15) Current Report on Form 8-K filed December 24, 1997;

(16) Current Report on Form 8-K filed January 30, 1998;

(17) The description of the Common Stock contained in the Registrant's  Form 8-A
     Registration  Statement filed with the Commission pursuant to Section 12(g)
     of the  Securities  Exchange  Act of 1934,  as  amended  ("Exchange  Act"),
     including any subsequent  amendment(s)  or report(s)  filed for purposes of
     updating such description;

(18) The  description  of the  Rights  to  Purchase  Series  B  Preferred  Stock
     contained in the Registrant's  Form 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 purposes of updating such
     description; and

         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

                                      II-1

<PAGE>



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.

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

                                      II-2

<PAGE>



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.

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

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

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



                                      II-3

<PAGE>



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;

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 5th day of
March, 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                             March 5, 1998
---------------------------------------
William J. Rouhana, Jr.                 Executive Officer (and principal executive officer)

/s/ Nathan Kantor                       President, Chief Operating Officer and Director                          March 5, 1998
---------------------------------------
Nathan Kantor

/s/ Steven G. Chrust                    Vice Chairman of the Board of Directors                                  March 5, 1998
---------------------------------------
Steven G. Chrust

/s/ Joseph P. Dwyer                     Vice President, Finance (principal accounting                            March 5, 1998
---------------------------------------
Joseph P. Dwyer                         officer)

/s/ Bert W. Wasserman                   Director                                                                 March 5, 1998
---------------------------------------
Bert W. Wasserman

/s/ William J. vanden Heuvel            Director                                                                 March 5, 1998
---------------------------------------
William J. vanden Heuvel

/s/ Steven B. Magyar                    Director                                                                 March 5, 1998
---------------------------------------
Steven B. Magyar

--------------------------------------  Director                                                                 March  , 1998
James I. Cash
</TABLE>


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

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

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


                                      II-6

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24057}]
{"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": "333-47391", "film-number": "98558277"}, "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 March 5, 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)

                          OTHER EMPLOYEE BENEFIT PLANS
                            (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 options    1,857,000 shares(1)           (2)           $33,771,437.75(3)     $9,962.57
granted and outstanding under other employee
benefit plans ("Benefit Plans")
(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)      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:  $10.25
         (10,000  shares),  $11.125 (10,000  shares),  $11.625 (10,000  shares),
         $12.375  (20,000  shares),  $13.1875  (75,000  shares),  $13.50 (10,000
         shares),  $15.125 (20,000 shares),  $15.625 (50,000  shares),  $16.0625
         (175,000  shares),  $16.375 (15,000 shares),  $16.4375 (75,000 shares),
         $16.75 (45,000  shares),  $16.8125  (27,000  shares),  $16.875  (45,000
         shares);  $17.00 (470,000 shares),  $17.375 (100,000  shares),  $17.625
         (15,000  shares),  $18.75  (20,000  shares),  $19.00  (30,000  shares),
         $19.625  (10,000  shares),  $20.00  (275,000  shares),  $20.25  (30,000
         shares),  $20.50  (25,000  shares),  $20.625  (20,000  shares),  $21.00
         (100,000  shares),  $21.0625 (12,500  shares),  $23.00 (10,000 shares),
         $24.625 (25,000 shares), $25.00 (35,000 shares), $26.00 (60,000 shares)
         and $28.3125 (32,500 shares).

(3)      The  proposed  maximum  aggregate  offering  price  is  the  sum of the
         exercise  prices  of  the  options  granted  under  Benefit  Plans  and
         outstanding  as of  March 5,  1998,  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.

                              ---------------------
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:

(1)  Annual Report on Form 10-K for the year ended December 31, 1996;

(2)  Current Report on Form 8-K filed January 17, 1997;

(3)  Current Report on Form 8-K filed February 14, 1997;

(4)  Current Report on Form 8-K filed February 27, 1997;

(5)  Current Report on Form 8-K filed March 27, 1997;

(6)  Quarterly  Report on Form 10-Q for the  three-month  period ended March 31,
     1997, as amended on June 10, 1997;

(7)  Proxy Statement, dated May 15, 1997;

(8)  Current Report on Form 8-K filed June 10, 1997;

(9)  Quarterly Report on Form 10-Q for the six-month period ended June 30, 1997;

(10) Current Report on Form 8-K filed July 2, 1997;

(11) Current Report on Form 8-K filed September 11, 1997;

(12) Current Report on Form 8-K filed October 29, 1997;

(13) Current Report on Form 8-K filed October 31, 1997;

(14) Quarterly Report on Form 10-Q for the nine-month period ended September 30,
     1997;

(15) Current Report on Form 8-K filed December 24, 1997;

(16) Current Report on Form 8-K filed January 30, 1998;

(17) The description of the Common Stock contained in the Registrant's  Form 8-A
     Registration  Statement filed with the Commission pursuant to Section 12(g)
     of the  Securities  Exchange  Act of 1934,  as  amended  ("Exchange  Act"),
     including any subsequent  amendment(s)  or report(s)  filed for purposes of
     updating such description;

(18) The  description  of the  Rights  to  Purchase  Series  B  Preferred  Stock
     contained in the Registrant's  Form 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 purposes of updating such
     description; and

         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

                                      II-1
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.

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

                                      II-2
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.

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

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

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

                                      II-3
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;

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 5th day of
March, 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                             March 5, 1998
---------------------------------------
William J. Rouhana, Jr.                 Executive Officer (and principal executive officer)

/s/ Nathan Kantor                       President, Chief Operating Officer and Director                          March 5, 1998
---------------------------------------
Nathan Kantor

/s/ Steven G. Chrust                    Vice Chairman of the Board of Directors                                  March 5, 1998
---------------------------------------
Steven G. Chrust

/s/ Joseph P. Dwyer                     Vice President, Finance (principal accounting                            March 5, 1998
---------------------------------------
Joseph P. Dwyer                         officer)

/s/ Bert W. Wasserman                   Director                                                                 March 5, 1998
---------------------------------------
Bert W. Wasserman

/s/ William J. vanden Heuvel            Director                                                                 March 5, 1998
---------------------------------------
William J. vanden Heuvel

/s/ Steven B. Magyar                    Director                                                                 March 5, 1998
---------------------------------------
Steven B. Magyar

--------------------------------------  Director                                                                 March  , 1998
James I. Cash
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 Grant Thornton LLP,  independent  accountant for Registrant
          (filed herewith)

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

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

                                      II-6