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                       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):    January 9, 1997





                         NEXTLINK COMMUNICATIONS, L.L.C.
               (Exact name of registrant as specified in charter)


Washington                          333-4603                    91-1678465
(State or other                  (Commission File              (IRS Employer
jurisdiction of                     Number)                  Identification No.)
incorporation)



155 108th Avenue NE, 8th Floor, Bellevue, Washington           98004
(Address of principal executive offices)                     (Zip Code)



Registrant's telephone number, including area code:  206-519-8900





                                Not Applicable
         (Former name or former address, if changed from last report)



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Item 5.  Other Events

         NEXTLINK Communications, L.L.C. has indicated that it currently intends
to incorporate as a Washington corporation. In connection with that transaction,
NEXTLINK Communications,  Inc. (the "Company"),  as the successor in interest to
NEXTLINK  Communications,  L.L.C.,  plans to issue 2,500,000 units consisting of
__%  Senior  Exchangeable   Redeemable  Preferred  Shares,  initial  liquidation
preference of $50 per share (the "Preferred  Shares") and Contingent Warrants to
acquire in the  aggregate 5% of each class of  outstanding  Junior Shares of the
Company on a fully diluted basis as of January 1998.  Dividends on the Preferred
Shares will accrue from the original issue date and will be payable quarterly at
a rate per  annum  multiplied  by the  then  effective  liquidation  preference.
Dividends may be paid,  at the Company's  option either in cash or by adding the
amount of such  dividends to the then  effective  liquidation  preference of the
Preferred Shares.  The Company is required to redeem all of the Preferred Shares
outstanding on the  anniversary of the issuance  thereof in 2009 at a redemption
price equal to 100% of the then effective liquidation  preference thereof, plus,
without duplication, accumulated and unpaid dividends to the date of redemption.

         The Contingent  Warrants are only exercisable on any business day after
the first  anniversary of issuance if a Qualifying  Event has not occurred on or
prior to that date. A "Qualifying  Event" means a public common equity  offering
or one or more strategic  investments  which in either case results in aggregate
net proceeds to the Company of not less than $75 million.

         Subject to certain conditions, the Preferred Shares are exchangeable in
whole  and not in  part,  at the  option  of the  Company,  for  the __%  Senior
Subordinated Notes due 2009 of the Company.

         The Company  currently intends to use the proceeds (net of underwriting
discounts  and  expenses)  of such  offering  for  expenditures  relating to the
construction,  acquisition  and  operation  of  telecommunications  networks and
service providers and the offering of telecommunications services in those areas
where the Company currently operates or intends to operate. Expenditures for the
construction and operation of networks include (i) the purchase and installation
of switches and related  electronics in existing  networks and in networks to be
constructed  or acquired  in new or  adjacent  markets,  (ii) the  purchase  and
installation of fiber optic cable and  electronics to expand  existing  networks
and develop new networks,  including the  connection of new buildings  (iii) the
development of its comprehensive  information  technology  platform and (iv) the
funding of  operating  losses and  working  capital.  The  Company  may  acquire
businesses that consist of existing  networks or companies engaged in businesses
similar  to  those  engaged  in by the  Company  and its  subsidiaries  or other
complementary businesses.

         The securities  offered by the Company will not be registered under the
Securities  Act of 1933, as amended and may not be offered or sold in the United
States  absent   registration  or  an  applicable   exemption  from  such  Act's
registration requirements.



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Item 7.  Financial Statements and Exhibits

         (a)  Financial Statements of businesses acquired:

                  None.

         (b)  Pro Forma financial information:

                  None.

         (c)  Exhibits:

                  None.



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                                   SIGNATURES

         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.



                                               NEXTLINK COMMUNICATIONS, L.L.C.



                                               /s/ R. Bruce Easter, Jr.
                                               R. Bruce Easter, Jr.
                                               Vice President, General Counsel
                                               and Secretary

January 10, 1997