<PAGE>


       As filed with the Securities and Exchange Commission on May 6, 1998
                                                     Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

     Washington                                            91-1738221
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)
                        155 108th Avenue N.E., 8th Floor
                           Bellevue, Washington 98004
                                 (206) 519-8900
    (Address, including zip code, and telephone number, including area code,
                         of principal executive offices)

              ---------------------------------------------------
                 NEXTLINK Communications, Inc. Stock Option Plan
                            (Full title of the plan)
              ----------------------------------------------------

                           R. Bruce Easter, Jr., Esq.
                          NEXTLINK Communications, Inc.
                        155 108th Avenue N.E., 8th Floor
                           Bellevue, Washington 98004
                                 (425) 519-8900
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                 ---------------------------------------------
                                    Copies to
                              Bruce R. Kraus, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000
                 ---------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


                                                   Proposed maximum        Proposed maximum
 Title of securities        Amount to be          offering price per      aggregate offering         Amount of
   to be registered          registered               share (1)               price (1)          registration fee
----------------------- ---------------------- ------------------------- --------------------- ----------------------
<S>                           <C>                      <C>                 <C>                      <C>       

Class A Common 
Stock, $0.022658473 
par value per share           5,441,336                $30.1875            $164,260,330.50          $48,456.80
----------------------- ---------------------- ------------------------- --------------------- ----------------------

</TABLE>

(1)  Estimated  solely for calculating the amount of the  registration  fee,
     pursuant to Rule 457(h) under the Securities  Act of 1933 (the  "Securities
     Act") based upon the average of the high and low sales  prices of the Class
     A Common  Stock as reported by the Nasdaq  National  Market on May 1, 1998.
================================================================================




                                       
<PAGE>



 
                                    PART II.

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents, filed with the Securities and Exchange
Commission (the "Commission") by NEXTLINK Communications, Inc., a Washington
corporation (the "Company" or the "Registrant"), are incorporated herein by
reference:

                    (a) the Company's Annual Report on Form 10-KSB for the
          fiscal year ended December 31, 1997, filed pursuant to the Securities
          Exchange Act of 1934 (the "Exchange Act");

                    (b) the Company's Registration Statement on Form S-8
          (Registration Number 333-25907), as filed with the Securities and
          Exchange Commission on April 25, 1997; and

                    (c) the Company's Current Reporst on Form 8-K as filed with
          the Securities and Exchange Commission on March 12, 1998 and April 14,
          1998.

In addition, all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of the Registration Statement and prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents with the Commission.


Item 8.  Exhibits.

          5.01   Opinion of Davis Wright Tremaine LLP

         23.01   Consent of Arthur Anderson LLP

         23.02   Consent of Davis Wright Tremaine LLP (included in Exhibit 5.01)

         24.01   Powers of Attorney (included on signature pages)





                                      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 Bellevue, State of Washington, on the 6th day of May
1998.

                          NEXTLINK COMMUNICATIONS, INC.


                                            By:      /s/James F. Voelker
                                                         James F. Voelker
                                                             President

                                POWER OF ATTORNEY

          We, the undersigned officers and directors of NEXTLINK Communications,
Inc., hereby severally and individually constitute and appoint James F. Voelker
and R. Bruce Easter, Jr., and each of them, as the true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or either of them, 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.

   Signature                    Title                                  Date
   ---------                    -----                                  ----


                            Chairman of the Board                   May 6, 1998
/s/Steven W. Hooper
Steven W. Hooper

                            Vice Chairman and Chief                 May 6, 1998
/s/Wayne W. Perry           Executive Officer
Wayne W. Perry              and Director




                                      II-2
<PAGE>




   Signature                    Title                                  Date
   ---------                    -----                                  ----


                               President (Principal               May 6, 1998
/s/James F. Voelker            Executive Officer) 
James F. Voelker               and Director

                               Vice President, Chief Financial
                               Officer and Treasurer (Principal   May 6, 1998
/s/Kathleen H. Iskra           Financial Officer and Principal
Kathleen H. Iskra              Accounting Officer)


                                     Director                     May 6, 1998
/s/Craig O. McCaw
Craig O. McCaw


                                     Director                     May 6, 1998
/s/Dennis Weibling
Dennis Weibling


                                     Director                     April 15, 1998
/s/ Scot Jarvis
Scot Jarvis


                                     Director                     May 6, 1998
/s/William A. Hoglund
William A. Hoglund


                                     Director                     April 15, 1998
/s/Sharon L. Nelson
Sharon L. Nelson





                                      II-3
<PAGE>






                                INDEX TO EXHIBITS

   Exhibit No.                 Exhibit Document Description
   -----------                 ----------------------------


 5.01                  Opinion of Davis Wright Tremaine LLP

23.01                  Consent of Arthur Andersen LLP

23.02                  Consent of Davis Wright Tremaine LLP (included in Exhibit
                       5.01)

24.01                  Powers of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 INITIAL FILING", "secsgml_size_bytes": 9644}]
{"company-data": {"conformed-name": "NEXTLINK COMMUNICATIONS LLC", "cik": "0001015126", "assigned-sic": "4813", "irs-number": "911738221", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51987", "film-number": "98611988"}, "business-address": {"street1": "155 108TH AVE N E", "street2": "8TH FLOOR", "city": "BELLEVUE", "state": "WA", "zip": "98004", "phone": "2065198900"}, "mail-address": {"street1": "155 108TH AVE N E", "street2": "8TH FLOOR", "city": "BELLEVUE", "state": "WA", "zip": "98004"}}
As filed with the Securities and Exchange Commission on May 6, 1998
                                                     Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

     Washington                                            91-1738221
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)
                        155 108th Avenue N.E., 8th Floor
                           Bellevue, Washington 98004
                                 (206) 519-8900
    (Address, including zip code, and telephone number, including area code,
                         of principal executive offices)

              ---------------------------------------------------
                 NEXTLINK Communications, Inc. Stock Option Plan
                            (Full title of the plan)
              ----------------------------------------------------

                           R. Bruce Easter, Jr., Esq.
                          NEXTLINK Communications, Inc.
                        155 108th Avenue N.E., 8th Floor
                           Bellevue, Washington 98004
                                 (425) 519-8900
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                 ---------------------------------------------
                                    Copies to
                              Bruce R. Kraus, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000
                 ---------------------------------------------

                         CALCULATION OF REGISTRATION FEE
Proposed maximum        Proposed maximum
 Title of securities        Amount to be          offering price per      aggregate offering         Amount of
   to be registered          registered               share (1)               price (1)          registration fee
----------------------- ---------------------- ------------------------- --------------------- ----------------------
Class A Common 
Stock, $0.022658473 
par value per share           5,441,336                $30.1875            $164,260,330.50          $48,456.80
----------------------- ---------------------- ------------------------- --------------------- ----------------------
(1)  Estimated  solely for calculating the amount of the  registration  fee,
     pursuant to Rule 457(h) under the Securities  Act of 1933 (the  "Securities
     Act") based upon the average of the high and low sales  prices of the Class
     A Common  Stock as reported by the Nasdaq  National  Market on May 1, 1998.
================================================================================
PART II.

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents, filed with the Securities and Exchange
Commission (the "Commission") by NEXTLINK Communications, Inc., a Washington
corporation (the "Company" or the "Registrant"), are incorporated herein by
reference:

                    (a) the Company's Annual Report on Form 10-KSB for the
          fiscal year ended December 31, 1997, filed pursuant to the Securities
          Exchange Act of 1934 (the "Exchange Act");

                    (b) the Company's Registration Statement on Form S-8
          (Registration Number 333-25907), as filed with the Securities and
          Exchange Commission on April 25, 1997; and

                    (c) the Company's Current Reporst on Form 8-K as filed with
          the Securities and Exchange Commission on March 12, 1998 and April 14,
          1998.

In addition, all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of the Registration Statement and prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents with the Commission.

Item 8.  Exhibits.

          5.01   Opinion of Davis Wright Tremaine LLP

         23.01   Consent of Arthur Anderson LLP

         23.02   Consent of Davis Wright Tremaine LLP (included in Exhibit 5.01)

         24.01   Powers of Attorney (included on signature pages)

                                      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 Bellevue, State of Washington, on the 6th day of May
1998.

                          NEXTLINK COMMUNICATIONS, INC.

                                            By:      /s/James F. Voelker
                                                         James F. Voelker
                                                             President

                                POWER OF ATTORNEY

          We, the undersigned officers and directors of NEXTLINK Communications,
Inc., hereby severally and individually constitute and appoint James F. Voelker
and R. Bruce Easter, Jr., and each of them, as the true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or either of them, 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.

   Signature                    Title                                  Date
   ---------                    -----                                  ----

                            Chairman of the Board                   May 6, 1998
/s/Steven W. Hooper
Steven W. Hooper

                            Vice Chairman and Chief                 May 6, 1998
/s/Wayne W. Perry           Executive Officer
Wayne W. Perry              and Director

                                      II-2
Signature                    Title                                  Date
   ---------                    -----                                  ----

                               President (Principal               May 6, 1998
/s/James F. Voelker            Executive Officer) 
James F. Voelker               and Director

                               Vice President, Chief Financial
                               Officer and Treasurer (Principal   May 6, 1998
/s/Kathleen H. Iskra           Financial Officer and Principal
Kathleen H. Iskra              Accounting Officer)

                                     Director                     May 6, 1998
/s/Craig O. McCaw
Craig O. McCaw

                                     Director                     May 6, 1998
/s/Dennis Weibling
Dennis Weibling

                                     Director                     April 15, 1998
/s/ Scot Jarvis
Scot Jarvis

                                     Director                     May 6, 1998
/s/William A. Hoglund
William A. Hoglund

                                     Director                     April 15, 1998
/s/Sharon L. Nelson
Sharon L. Nelson

                                      II-3
INDEX TO EXHIBITS

   Exhibit No.                 Exhibit Document Description
   -----------                 ----------------------------

 5.01                  Opinion of Davis Wright Tremaine LLP

23.01                  Consent of Arthur Andersen LLP

23.02                  Consent of Davis Wright Tremaine LLP (included in Exhibit
                       5.01)

24.01                  Powers of Attorney (included on signature page)