SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 8-A/A-1
                                (Amendment No. 1)


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                          NEXTLINK COMMUNICATIONS, INC.

             (Exact name of registrant as specified in its charter)

        Washington                                          91-1738221
(State of incorporation or                              (I.R.S. Employer
      organization)                                    Identification No.)

155 108th Avenue N.E., 8th Fl.
    Bellevue, Washington                                     90084
   (Address of principal                                  (Zip Code)
     executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class        Name of each exchange on which
         to be so registered        each class is to be registered

         None                       None


If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:


                 Class A Common Stock, par value $.02 per share
                                (Title of class)







Item 1.             Description of Registrant's Securities to be Registered.

                  The description of the Registrant's  Class A Common Stock, par
         value $.02 per share (the "Common  Stock"),  is incorporated  herein by
         reference to the Registrant's  Registration Statement on Form S-1 (File
         No.  333-32001) as filed with the  Securities  and Exchange  Commission
         (the  "Commission")  under the  Securities Act of 1933, as amended (the
         "Securities  Act"), on July 24, 1997, which description shall be deemed
         to be incorporated herein by reference.


Item 2.  Exhibits.

                  1.  The   Articles   of   Incorporation   of  the  Company  is
         incorporated  herein by  reference  to Exhibit 3.1 to the  Registrant's
         Registration  Statement on Form S-4 (File No.  333-23377) as filed with
         the Commission under the Securities Act.

                  2. The By-laws of the  Registrant are  incorporated  herein by
         reference to Exhibit 3.2 to the Registrant's  Registration Statement on
         Form S-4 (File No.  333-23377) as filed with the  Commission  under the
         Securities Act.

                  3. The Specimen of the Registrant's  Common Stock  Certificate
         will be filed by amendment to the Registrant's  Registration  Statement
         on Form S-1 (File No. 333-32001).









                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of  1934,  the  Registrant  has  duly  caused  this  Amendment  No. 1 to the
registration  statement to be signed on its behalf by the  undersigned,  thereto
duly authorized.


                                             NEXTLINK COMMUNICATIONS, INC.



Dated:  September 18, 1997                   By: /s/ R. Bruce Easter
                                                --------------------
                                                   Name: R. Bruce Easter
                                                   Title: Vice President