<PAGE>


     As filed with the Securities and Exchange Commission on April 25, 1997

                                                     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                                      91-1678465
    (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
                                 (206) 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        Amount to be   offering price per  aggregate        Amount of
Securities to   registered     share (1)           offering         registration
be registered                                      price (1)        fee
----------------------------------------------------- -------------------------
Class A Common Stock,
$.01 par value per
share........   10,000,000      $0.40               $1,900,214      $576.00
===============================================================================

(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 price at which the options may be exercised, to the
      extent known as of the date of this Registration Statement.  As of the
      date hereof, 3,608,738 options are exercisable at $0.01; 35,000 options
      are exercisable at $0.4318; 681,674 options are exercisable at $0.4374;
      and 443,100 options are exercisable at $3.50.  
================================================================================



                                      


<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-K for the 
                  fiscal year ended  December 31, 1996, as amended by Amendment
                  No. 1 on Form 10-K/A,  filed pursuant to the  Securities  
                  Exchange Act of 1934 (the "Exchange Act"); and

                   (b)     The  Company's  Current  Report on Form 8-K,  dated 
                  February  4,  1997,  as  amended by Amendment No. 1 on Form
                  8-K/A, filed pursuant to the Exchange Act.

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 4.  Description of Securities.

         The authorized capital stock of the Company consists of: (i)
350,000,000 shares of common stock, $.01 par value per share, which is divided
into two classes, consisting of 250,000,000 shares of Class A Common Stock and
100,000,000 shares of Class B Common Stock (together the "Common Stock"); and
(ii) 25,000,000 shares of preferred stock, $.01 par value per share (the "Serial
Preferred Stock").

         Common Stock

         Except as outlined below, the Class A Common Stock and Class B Common
Stock are identical in all respects. Each share of Class B Common Stock may be
converted, at any time and at the option of the holder thereof, into one share
of Class A Common Stock. The Class A Common Stock and the Class B Common Stock
are entitled to vote on all matters which come before the shareholders, voting
together as a single class. Each share of Class A Common Stock has one (1) vote
and each share of Class B Common Stock has ten (10) votes on all matters on
which holders of Common Stock are entitled to vote. Accordingly, holders of a
majority of the shares of Class B Common Stock entitled to vote in any election
of directors may elect all of the directors standing for election unless the
holders of the Preferred Shares (as defined) are entitled.

                                      II-1

<PAGE>


to elect  directors  pursuant to the terms of the Preferred  Shares.  Holders of
Common Stock are entitled to receive ratably such  dividends,  if any, as may be
declared by the Board of  Directors  out of funds  legally  available  therefor,
subject to any  preferential  dividend  rights of outstanding  Serial  Preferred
Stock.  Upon the  liquidation,  dissolution  or winding-up  of the Company,  the
holders of Common  Stock are  entitled to receive  ratably the net assets of the
Company  available  after the  payment  of all debts and other  liabilities  and
subject to the prior rights of any outstanding  Serial Preferred Stock.  Holders
of Common Stock have no preemptive,  subscription or redemption  rights. All the
outstanding shares of Common Stock are fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely  affected  by,  the  rights of the  holders of shares of any series of
Serial  Preferred  Stock  (including the Preferred  Shares) that the Company may
designate and issue in the future.

         Preferred Stock

         As of the date hereof, there are 5,700,000 shares of Serial Preferred
Stock outstanding consisting of 14% Senior Exchangeable Redeemable Preferred
Shares (the "Preferred Shares") issued on January 31, 1997, and up to 6,000,000
additional Preferred Shares designated and reserved for issuance as dividends
thereon in accordance with the terms thereof. The Company is conducting an offer
to exchange one share of its Preferred Shares that has been registered under the
Securities Act of 1933, as amended, for each outstanding Preferred Share. The
Company anticipates completing this exchange offer within 30 business days of
the date of this Registration Statement. Under the terms of the Company's
Articles of Incorporation (the "Articles"), the Board of Directors of the
Company is authorized to issue the remaining shares of Serial Preferred Stock 
in one or more series without shareholder approval, subject to any limitations
prescribed by law and those contained in the terms of the Preferred Shares. 
Each such series of Serial Preferred Stock shall have such rights, preferences,
privileges and restrictions, including voting rights, dividend rights,
conversion rights, redemption privileges and liquidation privileges, as shall
be determined by the Board of Directors.

         The purpose of authorizing the Board of Directors to issue Serial
Preferred Stock and determine its rights and preferences is to eliminate delays
associated with a shareholder vote on specific issuances. The issuance of Serial
Preferred Stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of the outstanding voting stock of the
Company.

         Preferred Shares

         The Preferred Shares will, with respect to dividend rights and rights
on liquidation, winding-up and dissolution, rank (i) senior to each other class
of capital stock outstanding or established hereafter by the Company the terms
of which do not expressly provide that it ranks senior to, or on a parity with,
the Preferred Shares as to dividend rights and rights on liquidation, winding-up
and dissolution of the Company (collectively referred to as "Junior Shares");
(ii) subject to certain conditions, on a parity with each other class of
preferred stock established hereafter by the Company the terms of which
expressly provide that such class or series will rank on a parity with the
Preferred Shares as to dividend rights and rights on liquidation, winding-up

                                      II-2

<PAGE>


and dissolution (collectively referred to as "Parity Shares"); and (iii) subject
to certain conditions, junior to each class of preferred stock established after
the date hereof by the Company the terms of which  expressly  provide  that such
class or series will rank senior to the Preferred  Shares as to dividend  rights
and  rights  upon  liquidation,   winding-up  and  dissolution  of  the  Company
(collectively referred to as the "Senior Shares").

         Holders of the outstanding Preferred Shares will be entitled to
receive, when, as and if declared by the Board of Directors of the Company, out
of funds legally available therefor, dividends on the Preferred Shares at a
rate per annum equal to 14% of the liquidation preference per Preferred Share,
payable quarterly. In the event that dividends on the Preferred Shares are in
arrears and unpaid for six or more quarterly dividend periods (whether or not
consecutive), holders of Preferred Shares will be entitled to certain voting
rights. All dividends will be cumulative, whether or not earned or declared, on
a daily basis and will be payable quarterly in arrears on February 1, May 1,
August 1 and November 1 of each year (each a "Dividend Payment Date").Dividends
may be paid at the Company's option on any Dividend Payment Date occurring on
or before February 1, 2002 either in cash or by issuing additional fully paid
and nonassessable Preferred Shares with an aggregate liquidation preference 
equal to the amount of such dividends. After February 1, 2002 dividends are 
payable only in cash.

         No full dividends may be declared or paid or funds set apart for the
payment of dividends on any Parity Shares for any period unless full cumulative
dividends shall have been or contemporaneously are declared and paid (or are
deemed declared and paid) in full or declared and, if payable in cash, a sum in
cash sufficient for such payment set apart for such payment on the Preferred
Shares. If full dividends are not so paid, the Preferred Shares will share
dividends pro rata with the Parity Shares. No dividends may be paid or set apart
for such payment on Junior Shares (except dividends on Junior Shares payable in
additional Junior Shares) if full cumulative dividends have not been paid in
full (or deemed paid) on the Preferred Shares.

         The Preferred Shares will be subject to mandatory redemption (subject
to the legal availability of funds therefor) in whole on February 1, 2009, at a
price equal to 100% of the liquidation preference thereof, plus, without
duplication, all accumulated and unpaid dividends to the date of redemption.

         Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, holders of Preferred Shares will be entitled to be
paid, out of the assets of the Company available for distribution to the
shareholders, the liquidation preference of $50 per Preferred Share, plus,
without duplication, an amount in cash equal to all accumulated and unpaid
dividends thereon to the date fixed for liquidation, dissolution or winding-up
(including an amount equal to a prorated dividend for the period from the last
Dividend Payment Date to the date fixed for liquidation, dissolution or
winding-up), before any distribution is made on any Junior Shares, including,
without limitation, common stock of the Company. If, upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Company, the amounts
payable with respect to the Preferred Shares and all other Parity Shares are
not paid in full, the holders of the Preferred Shares and the Parity Shares
will share equally and ratably in any distribution of assets of the Company in
proportion to the full liquidation preference, including, without duplication,
all accrued and unpaid dividends to which each is entitled. After payment of
the full amount of the

                                      II-3

<PAGE>


liquidation preference and accumulated and unpaid dividends to which they are
entitled, the holders of Preferred Shares will not be entitled to any further
participation in any distribution of assets of the Company. However, neither the
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Company nor the consolidation or merger of the Company with one or more
entities shall be deemed to be a liquidation, dissolution or winding-up of the
affairs of the Company.

         The holders of Preferred Shares, generally, shall not be entitled or
permitted to vote on any matter required or permitted to be voted upon by the
shareholders of the Company.

         The terms of the Preferred Shares provide that within 30 days of the
occurrence of a Change of Control, the Company will be required to make an
offer to Purchase all outstanding Preferred Shares at a purchase price equal 
to 101% of the liquidation preference thereof, plus, without duplication, all
accumulated and unpaid dividends per share to the date of purchase (including
an amount in cash equal to a prorated dividend for the period from the Dividend
Payment Date immediately prior to the date of purchase (as defined below) to
the date of purchase) provided, that the Company will not repurchase or redeem
any Preferred Shares pursuant to the foregoing provision prior to the Company's
repurchase of such of the Company's 12 1/2% Senior Notes due April 15, 2006 as
are required to be repurchased pursuant to the Change of Control covenant in the
Indenture pursuant to which such Senior Notes were issued. A "Change of Control"
will be deemed to have occurred at such time as either (a) any Person or any
Persons acting together that would constitute a "group" (a "Group") for purposes
of Section 13(d) of the Securities Exchange Act of 1934, or any successor
provision thereto (other than Eagle River, Mr. Craig O. McCaw and their
respective Affiliates or an underwriter engaged in a firm commitment
underwriting on behalf of the Company), shall beneficially own (within the
meaning of Rule 13d-3 under the Exchange Act, or any successor provision
thereto) more than 50% of the aggregate voting power of all classes of Voting
Stock of the Company or (b) neither Mr. Craig O. McCaw nor any person designated
by him to the Company as acting on his behalf shall be a director of the Company
or (c) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by the Board of Directors of the
Company or whose nomination for election by the shareholders of the Company was
proposed by a vote of a majority of the directors of the Company then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then
in office.

         The terms of the Preferred Shares also restrict the Company's ability
to incur indebtedness.

         Director and Officer Indemnification

         The Washington Business Corporation Act provides that a Washington
corporation may include provisions in its articles of incorporation relieving
each of its directors of monetary liability arising out of his or her conduct
as a director for breach of his or her fiduciary duty except liability for (i)
acts or omissions of a director that involve intentional misconduct or a
knowing violation of law, (ii) conduct in violation of Section 23B.08.310 
of the Washington Business Corporation Act (which section relates to unlawful
distributions) or (iii) any transaction from

                                      II-4

<PAGE>


which a director personally received a benefit in money, property or services to
which the director was not legally entitled. The Company's Articles include such
provisions.

         The Company's Articles and Bylaws provide that the Company shall, to
the fullest extent permitted by the Washington Business Corporation Act, as
amended from time to time, indemnify and advance expenses to each of its
currently acting and former directors and officers, and may so indemnify and
advance expenses to each of its current and former employees and agents. The
Company believes the foregoing provisions are necessary to attract and retain
qualified persons as directors and officers.

         Provisions Affecting Acquisitions and Business Combinations

         The Washington Business Corporation Act, Section 23B.19 of the Revised
Code of Washington, prohibits a "target corporation," with certain exceptions,
from engaging in certain "significant business transactions" (such as a merger
or sale of assets) with an "acquiring person" who acquires more than 10% of the
voting securities of the target corporation for a period of five years after
such acquisition, unless the transaction is approved by a majority of the
members of the target corporation's board of directors prior to the date of the
significant business transaction or the purchase of the shares made by the
acquiring person or unless the aggregate amount of the cash and the market 
value of non-cash consideration received by holders of outstanding shares 
of any class or series of stock of the target corporation is equal to certain 
minimum amounts. The Company's Articles provide that it will be subject to such
prohibitions and shall remain subject to such prohibitions even if they are 
ever repealed. Such prohibitions do not apply to any shareholders who
beneficially own ten percent or more of the Company's outstanding voting 
securities as of the date hereof.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 23B.08.510 of the Revised Code of Washington authorizes
Washington corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Company's Articles of Incorporation and By-laws require
indemnification of the Company's officers and directors to the fullest extent
permitted by Washington law. The Company also maintains directors' and officers'
liability insurance.

         The Company's By-laws and Articles of Incorporation provide that the
Company shall, to the full extent permitted by the Washington Business
Corporation Act (the "Washington Business Act") of the State of Washington, as
amended from time to time, indemnify all directors and officers of the Company.
In addition, the Company's Articles of Incorporation contains a provision
eliminating the personal liability of directors to the Company or its
shareholders for monetary damages arising out of a breach of fiduciary duty.
Under Washington law, this provision eliminates the liability of a director for
breach of fiduciary duty but does not eliminate

                                      II-5

<PAGE>


the personal liability of any director for (i) acts of omissions of a director
that involve intentional misconduct or a knowing violation of law, (ii) conduct
in violation of Section 23B.08.310 of the Revised Code of Washington (which
section relates to unlawful distributions) or (iii) any transaction from which a
director personally received a benefit in money, property or services to which
the director was not legally entitled.

         The Company intends to enter into separate indemnification agreements
with each of its directors and executive officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable

Item 8.  Exhibits.

         5.01       Opinion of Davis Wright Tremaine LLP

         23.01      Consent of Arthur Anderson LLP

         23.02      Consent of Deloitte & Touche LLP

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

         24.01      Powers of Attorney (included on signature pages)

Item 9.  Undertakings.

         1.       The undersigned Registrant hereby undertakes:

                  (a) 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, as amended (the "Securities Act");

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this 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 this 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 this Registration Statement;

                                      II-6


<PAGE>



provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in this Registration Statement.

                  (b) 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.

                  (c) 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.

         2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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-7


<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
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 24th day 
of April 1997.

                          NEXTLINK COMMUNICATIONS, INC.


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

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of NEXTLINK
Telecommunications, 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


/s/ Craig O. McCaw         Chief Executive                    April 24, 1997
-------------------        Officer and Director
Craig O. McCaw

                                      II-8


<PAGE>



                            President (Principal Executive    April 24, 1997
/s/ James F. Voelker        Officer) and Director
-------------------  
James F. Voelker

                            Vice President, Chief Financial   April 24, 1997
/s/ Kathleen H. Iskra       Officer (Principal Financial
-------------------         Officer and Principal Accounting 
Kathleen H. Iskra           Officer)


                            Director                          April 24, 1997
/s/ Dennis Weibling
------------------- 
Dennis Weibling

                            Director                          April __, 1997

-------------------
Scot Jarvis

                            Director                          April 23, 1997
/s/ C. James Judson
------------------- 
C. James Judson

                            Director                          April 23, 1997
/s/ William A. Hoglund
-------------------
William A. Hoglund


                                      II-9


<PAGE>


                                INDEX TO EXHIBITS

   Exhibit No.            Exhibit Document Description
   ___________           _____________________________


5.01                   Opinion of Davis Wright Tremaine LLP
23.01                  Consent of Arthur Anderson LLP
23.02                  Consent of Deloitte & Touche LLP
23.03                  Consent of Davis Wright Tremaine LLP 
                       (included in Exhibit 5.01)
24.01                  Powers of Attorney (included on signature pages)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 30201}]
{"company-data": {"conformed-name": "NEXTLINK COMMUNICATIONS LLC", "cik": "0001015126", "assigned-sic": "4813", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25907", "film-number": "97587893"}, "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 April 25, 1997

                                                     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                                      91-1678465
    (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
                                 (206) 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        Amount to be   offering price per  aggregate        Amount of
Securities to   registered     share (1)           offering         registration
be registered                                      price (1)        fee
----------------------------------------------------- -------------------------
Class A Common Stock,
$.01 par value per
share........   10,000,000      $0.40               $1,900,214      $576.00
===============================================================================

(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 price at which the options may be exercised, to the
      extent known as of the date of this Registration Statement.  As of the
      date hereof, 3,608,738 options are exercisable at $0.01; 35,000 options
      are exercisable at $0.4318; 681,674 options are exercisable at $0.4374;
      and 443,100 options are exercisable at $3.50.  
================================================================================
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-K for the 
                  fiscal year ended  December 31, 1996, as amended by Amendment
                  No. 1 on Form 10-K/A,  filed pursuant to the  Securities  
                  Exchange Act of 1934 (the "Exchange Act"); and

                   (b)     The  Company's  Current  Report on Form 8-K,  dated 
                  February  4,  1997,  as  amended by Amendment No. 1 on Form
                  8-K/A, filed pursuant to the Exchange Act.

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 4.  Description of Securities.

         The authorized capital stock of the Company consists of: (i)
350,000,000 shares of common stock, $.01 par value per share, which is divided
into two classes, consisting of 250,000,000 shares of Class A Common Stock and
100,000,000 shares of Class B Common Stock (together the "Common Stock"); and
(ii) 25,000,000 shares of preferred stock, $.01 par value per share (the "Serial
Preferred Stock").

         Common Stock

         Except as outlined below, the Class A Common Stock and Class B Common
Stock are identical in all respects. Each share of Class B Common Stock may be
converted, at any time and at the option of the holder thereof, into one share
of Class A Common Stock. The Class A Common Stock and the Class B Common Stock
are entitled to vote on all matters which come before the shareholders, voting
together as a single class. Each share of Class A Common Stock has one (1) vote
and each share of Class B Common Stock has ten (10) votes on all matters on
which holders of Common Stock are entitled to vote. Accordingly, holders of a
majority of the shares of Class B Common Stock entitled to vote in any election
of directors may elect all of the directors standing for election unless the
holders of the Preferred Shares (as defined) are entitled.

                                      II-1
to elect  directors  pursuant to the terms of the Preferred  Shares.  Holders of
Common Stock are entitled to receive ratably such  dividends,  if any, as may be
declared by the Board of  Directors  out of funds  legally  available  therefor,
subject to any  preferential  dividend  rights of outstanding  Serial  Preferred
Stock.  Upon the  liquidation,  dissolution  or winding-up  of the Company,  the
holders of Common  Stock are  entitled to receive  ratably the net assets of the
Company  available  after the  payment  of all debts and other  liabilities  and
subject to the prior rights of any outstanding  Serial Preferred Stock.  Holders
of Common Stock have no preemptive,  subscription or redemption  rights. All the
outstanding shares of Common Stock are fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely  affected  by,  the  rights of the  holders of shares of any series of
Serial  Preferred  Stock  (including the Preferred  Shares) that the Company may
designate and issue in the future.

         Preferred Stock

         As of the date hereof, there are 5,700,000 shares of Serial Preferred
Stock outstanding consisting of 14% Senior Exchangeable Redeemable Preferred
Shares (the "Preferred Shares") issued on January 31, 1997, and up to 6,000,000
additional Preferred Shares designated and reserved for issuance as dividends
thereon in accordance with the terms thereof. The Company is conducting an offer
to exchange one share of its Preferred Shares that has been registered under the
Securities Act of 1933, as amended, for each outstanding Preferred Share. The
Company anticipates completing this exchange offer within 30 business days of
the date of this Registration Statement. Under the terms of the Company's
Articles of Incorporation (the "Articles"), the Board of Directors of the
Company is authorized to issue the remaining shares of Serial Preferred Stock 
in one or more series without shareholder approval, subject to any limitations
prescribed by law and those contained in the terms of the Preferred Shares. 
Each such series of Serial Preferred Stock shall have such rights, preferences,
privileges and restrictions, including voting rights, dividend rights,
conversion rights, redemption privileges and liquidation privileges, as shall
be determined by the Board of Directors.

         The purpose of authorizing the Board of Directors to issue Serial
Preferred Stock and determine its rights and preferences is to eliminate delays
associated with a shareholder vote on specific issuances. The issuance of Serial
Preferred Stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of the outstanding voting stock of the
Company.

         Preferred Shares

         The Preferred Shares will, with respect to dividend rights and rights
on liquidation, winding-up and dissolution, rank (i) senior to each other class
of capital stock outstanding or established hereafter by the Company the terms
of which do not expressly provide that it ranks senior to, or on a parity with,
the Preferred Shares as to dividend rights and rights on liquidation, winding-up
and dissolution of the Company (collectively referred to as "Junior Shares");
(ii) subject to certain conditions, on a parity with each other class of
preferred stock established hereafter by the Company the terms of which
expressly provide that such class or series will rank on a parity with the
Preferred Shares as to dividend rights and rights on liquidation, winding-up

                                      II-2
and dissolution (collectively referred to as "Parity Shares"); and (iii) subject
to certain conditions, junior to each class of preferred stock established after
the date hereof by the Company the terms of which  expressly  provide  that such
class or series will rank senior to the Preferred  Shares as to dividend  rights
and  rights  upon  liquidation,   winding-up  and  dissolution  of  the  Company
(collectively referred to as the "Senior Shares").

         Holders of the outstanding Preferred Shares will be entitled to
receive, when, as and if declared by the Board of Directors of the Company, out
of funds legally available therefor, dividends on the Preferred Shares at a
rate per annum equal to 14% of the liquidation preference per Preferred Share,
payable quarterly. In the event that dividends on the Preferred Shares are in
arrears and unpaid for six or more quarterly dividend periods (whether or not
consecutive), holders of Preferred Shares will be entitled to certain voting
rights. All dividends will be cumulative, whether or not earned or declared, on
a daily basis and will be payable quarterly in arrears on February 1, May 1,
August 1 and November 1 of each year (each a "Dividend Payment Date").Dividends
may be paid at the Company's option on any Dividend Payment Date occurring on
or before February 1, 2002 either in cash or by issuing additional fully paid
and nonassessable Preferred Shares with an aggregate liquidation preference 
equal to the amount of such dividends. After February 1, 2002 dividends are 
payable only in cash.

         No full dividends may be declared or paid or funds set apart for the
payment of dividends on any Parity Shares for any period unless full cumulative
dividends shall have been or contemporaneously are declared and paid (or are
deemed declared and paid) in full or declared and, if payable in cash, a sum in
cash sufficient for such payment set apart for such payment on the Preferred
Shares. If full dividends are not so paid, the Preferred Shares will share
dividends pro rata with the Parity Shares. No dividends may be paid or set apart
for such payment on Junior Shares (except dividends on Junior Shares payable in
additional Junior Shares) if full cumulative dividends have not been paid in
full (or deemed paid) on the Preferred Shares.

         The Preferred Shares will be subject to mandatory redemption (subject
to the legal availability of funds therefor) in whole on February 1, 2009, at a
price equal to 100% of the liquidation preference thereof, plus, without
duplication, all accumulated and unpaid dividends to the date of redemption.

         Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, holders of Preferred Shares will be entitled to be
paid, out of the assets of the Company available for distribution to the
shareholders, the liquidation preference of $50 per Preferred Share, plus,
without duplication, an amount in cash equal to all accumulated and unpaid
dividends thereon to the date fixed for liquidation, dissolution or winding-up
(including an amount equal to a prorated dividend for the period from the last
Dividend Payment Date to the date fixed for liquidation, dissolution or
winding-up), before any distribution is made on any Junior Shares, including,
without limitation, common stock of the Company. If, upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Company, the amounts
payable with respect to the Preferred Shares and all other Parity Shares are
not paid in full, the holders of the Preferred Shares and the Parity Shares
will share equally and ratably in any distribution of assets of the Company in
proportion to the full liquidation preference, including, without duplication,
all accrued and unpaid dividends to which each is entitled. After payment of
the full amount of the

                                      II-3
liquidation preference and accumulated and unpaid dividends to which they are
entitled, the holders of Preferred Shares will not be entitled to any further
participation in any distribution of assets of the Company. However, neither the
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Company nor the consolidation or merger of the Company with one or more
entities shall be deemed to be a liquidation, dissolution or winding-up of the
affairs of the Company.

         The holders of Preferred Shares, generally, shall not be entitled or
permitted to vote on any matter required or permitted to be voted upon by the
shareholders of the Company.

         The terms of the Preferred Shares provide that within 30 days of the
occurrence of a Change of Control, the Company will be required to make an
offer to Purchase all outstanding Preferred Shares at a purchase price equal 
to 101% of the liquidation preference thereof, plus, without duplication, all
accumulated and unpaid dividends per share to the date of purchase (including
an amount in cash equal to a prorated dividend for the period from the Dividend
Payment Date immediately prior to the date of purchase (as defined below) to
the date of purchase) provided, that the Company will not repurchase or redeem
any Preferred Shares pursuant to the foregoing provision prior to the Company's
repurchase of such of the Company's 12 1/2% Senior Notes due April 15, 2006 as
are required to be repurchased pursuant to the Change of Control covenant in the
Indenture pursuant to which such Senior Notes were issued. A "Change of Control"
will be deemed to have occurred at such time as either (a) any Person or any
Persons acting together that would constitute a "group" (a "Group") for purposes
of Section 13(d) of the Securities Exchange Act of 1934, or any successor
provision thereto (other than Eagle River, Mr. Craig O. McCaw and their
respective Affiliates or an underwriter engaged in a firm commitment
underwriting on behalf of the Company), shall beneficially own (within the
meaning of Rule 13d-3 under the Exchange Act, or any successor provision
thereto) more than 50% of the aggregate voting power of all classes of Voting
Stock of the Company or (b) neither Mr. Craig O. McCaw nor any person designated
by him to the Company as acting on his behalf shall be a director of the Company
or (c) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by the Board of Directors of the
Company or whose nomination for election by the shareholders of the Company was
proposed by a vote of a majority of the directors of the Company then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then
in office.

         The terms of the Preferred Shares also restrict the Company's ability
to incur indebtedness.

         Director and Officer Indemnification

         The Washington Business Corporation Act provides that a Washington
corporation may include provisions in its articles of incorporation relieving
each of its directors of monetary liability arising out of his or her conduct
as a director for breach of his or her fiduciary duty except liability for (i)
acts or omissions of a director that involve intentional misconduct or a
knowing violation of law, (ii) conduct in violation of Section 23B.08.310 
of the Washington Business Corporation Act (which section relates to unlawful
distributions) or (iii) any transaction from

                                      II-4
which a director personally received a benefit in money, property or services to
which the director was not legally entitled. The Company's Articles include such
provisions.

         The Company's Articles and Bylaws provide that the Company shall, to
the fullest extent permitted by the Washington Business Corporation Act, as
amended from time to time, indemnify and advance expenses to each of its
currently acting and former directors and officers, and may so indemnify and
advance expenses to each of its current and former employees and agents. The
Company believes the foregoing provisions are necessary to attract and retain
qualified persons as directors and officers.

         Provisions Affecting Acquisitions and Business Combinations

         The Washington Business Corporation Act, Section 23B.19 of the Revised
Code of Washington, prohibits a "target corporation," with certain exceptions,
from engaging in certain "significant business transactions" (such as a merger
or sale of assets) with an "acquiring person" who acquires more than 10% of the
voting securities of the target corporation for a period of five years after
such acquisition, unless the transaction is approved by a majority of the
members of the target corporation's board of directors prior to the date of the
significant business transaction or the purchase of the shares made by the
acquiring person or unless the aggregate amount of the cash and the market 
value of non-cash consideration received by holders of outstanding shares 
of any class or series of stock of the target corporation is equal to certain 
minimum amounts. The Company's Articles provide that it will be subject to such
prohibitions and shall remain subject to such prohibitions even if they are 
ever repealed. Such prohibitions do not apply to any shareholders who
beneficially own ten percent or more of the Company's outstanding voting 
securities as of the date hereof.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 23B.08.510 of the Revised Code of Washington authorizes
Washington corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Company's Articles of Incorporation and By-laws require
indemnification of the Company's officers and directors to the fullest extent
permitted by Washington law. The Company also maintains directors' and officers'
liability insurance.

         The Company's By-laws and Articles of Incorporation provide that the
Company shall, to the full extent permitted by the Washington Business
Corporation Act (the "Washington Business Act") of the State of Washington, as
amended from time to time, indemnify all directors and officers of the Company.
In addition, the Company's Articles of Incorporation contains a provision
eliminating the personal liability of directors to the Company or its
shareholders for monetary damages arising out of a breach of fiduciary duty.
Under Washington law, this provision eliminates the liability of a director for
breach of fiduciary duty but does not eliminate

                                      II-5
the personal liability of any director for (i) acts of omissions of a director
that involve intentional misconduct or a knowing violation of law, (ii) conduct
in violation of Section 23B.08.310 of the Revised Code of Washington (which
section relates to unlawful distributions) or (iii) any transaction from which a
director personally received a benefit in money, property or services to which
the director was not legally entitled.

         The Company intends to enter into separate indemnification agreements
with each of its directors and executive officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable

Item 8.  Exhibits.

         5.01       Opinion of Davis Wright Tremaine LLP

         23.01      Consent of Arthur Anderson LLP

         23.02      Consent of Deloitte & Touche LLP

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

         24.01      Powers of Attorney (included on signature pages)

Item 9.  Undertakings.

         1.       The undersigned Registrant hereby undertakes:

                  (a) 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, as amended (the "Securities Act");

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this 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 this 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 this Registration Statement;

                                      II-6
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in this Registration Statement.

                  (b) 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.

                  (c) 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.

         2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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-7
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
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 24th day 
of April 1997.

                          NEXTLINK COMMUNICATIONS, INC.

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

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of NEXTLINK
Telecommunications, 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

/s/ Craig O. McCaw         Chief Executive                    April 24, 1997
-------------------        Officer and Director
Craig O. McCaw

                                      II-8
President (Principal Executive    April 24, 1997
/s/ James F. Voelker        Officer) and Director
-------------------  
James F. Voelker

                            Vice President, Chief Financial   April 24, 1997
/s/ Kathleen H. Iskra       Officer (Principal Financial
-------------------         Officer and Principal Accounting 
Kathleen H. Iskra           Officer)

                            Director                          April 24, 1997
/s/ Dennis Weibling
------------------- 
Dennis Weibling

                            Director                          April __, 1997

-------------------
Scot Jarvis

                            Director                          April 23, 1997
/s/ C. James Judson
------------------- 
C. James Judson

                            Director                          April 23, 1997
/s/ William A. Hoglund
-------------------
William A. Hoglund

                                      II-9
INDEX TO EXHIBITS

   Exhibit No.            Exhibit Document Description
   ___________           _____________________________

5.01                   Opinion of Davis Wright Tremaine LLP
23.01                  Consent of Arthur Anderson LLP
23.02                  Consent of Deloitte & Touche LLP
23.03                  Consent of Davis Wright Tremaine LLP 
                       (included in Exhibit 5.01)
24.01                  Powers of Attorney (included on signature pages)