EXHIBIT 24.2
POWER OF ATTORNEY
We, the undersigned officers and directors of NEXTLINK Communications, Inc.
(the "Company"), hereby severally and individually constitute and appoint Daniel
F. Akerson, Gary D. Begeman and Richard A. Montfort, 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
one or more Registration Statements on Form S-4 relating to the registration of
the Company's 10 1/2% Senior Notes due 2009 and 12 1/8% Senior Discount Notes
due 2009 (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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ NATHANIEL A. DAVIS President, Chief Operating Officer and May 1, 2000
- ------------------------------------- Director
Nathaniel A. Davis
/s/ MARK S. GUNNING Senior Vice President and Chief May 1, 2000
- ------------------------------------- Financial
Mark S. Gunning Officer (Principal Financial Officer
and
Principal Accounting Officer)
/s/ JOSEPH L. COLE Director May 1, 2000
- -------------------------------------
Joseph L. Cole