SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  November 22, 1996


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



            DELAWARE                 0-19656                      36-3939651
State or other jurisdiction of   (Commission File            (I.R.S. Employer
         incorporation)              Number)                Identification No.)


   1505 FARM CREDIT DRIVE, SUITE 100, McLEAN, VIRGINIA                22102
         (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:      (703) 394-3000




          (Former name or former address, if changed since last report)




Item 5. Other  Events.  Attached  hereto as Exhibit  99.1 is an Amendment  to
                        Registration  Agreement  which  amends that certain
                        Registration  Agreement  dated  as of  August  23, 1996
                        filed as Exhibit 4.33 to the registrant's Form S-3
                        Registration  Statement (File No. 333-11733).

Item 7.   Financial Statements and Exhibits.

         (a)  Financial Statements of businesses acquired.
                     Not applicable.

         (b)  Pro forma financial information.
                     Not applicable.

         (c)  Exhibits.

               The following exhibit is filed herewith:

                  Exhibit No.      Description

                  Exhibit 99.1     Amendment to Registration Agreement dated as
                                   of November 22, 1996 by and among Nextel
                                   Communications, Inc., Grupo Communicaciones
                                   San Luis. S.A. de C.V. and each of the
                                   persons listed in Schedule 1 thereto.


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   NEXTEL COMMUNICATIONS, INC.



Date:    November 22, 1996         By:/s/Thomas J. Sidman
                                   Thomas J. Sidman
                                   Vice President and General Counsel






























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                                  EXHIBIT INDEX



Exhibit No.      Exhibit Description

99.1             Amendment to Registration Agreement dated as of November
                 22, 1996 by and among Nextel Communications, Inc., Grupo
                 Communicaciones San Luis. S.A. de C.V. and each of the
                 persons listed in Schedule 1 thereto.





















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