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                                                                     EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           NEXTEL COMMUNICATIONS, INC.

IT IS HEREBY CERTIFIED THAT:

       1.     THE NAME OF THE CORPORATION (HEREINAFTER CALLED THE "CORPORATION")
              IS NEXTEL COMMUNICATIONS, INC.

       2.     THE RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION IS
              HEREBY AMENDED BY DELETING THE FIRST SEVEN PARAGRAPHS OF ARTICLE 4
              AND BY REPLACING THEM TO READ AS FOLLOWS:

                     "4. THE TOTAL AUTHORIZED NUMBER OF SHARES OF ALL CLASSES OF
                     CAPITAL STOCK WHICH THE CORPORATION HAS AUTHORITY TO ISSUE
                     IS 2,233,883,948 SHARES DIVIDED INTO SIX CLASSES AS
                     FOLLOWS:

                     2,060,000,000 SHARES OF CLASS A COMMON STOCK OF THE PAR
                     VALUE OF $0.001 PER SHARE;

                     100,000,000 SHARES OF CLASS B NON-VOTING COMMON STOCK OF
                     THE PAR VALUE OF $0.001 PER SHARE;

                     26,941,933 SHARES OF CLASS A CONVERTIBLE REDEEMABLE
                     PREFERRED STOCK OF THE PAR VALUE OF $.01 SHARE;

                     82 SHARES OF CLASS B CONVERTIBLE PREFERRED STOCK OF THE PAR
                     VALUE OF $.01 SHARE;

                     26,941,933 SHARES OF CLASS C CONVERTIBLE REDEEMABLE
                     PREFERRED STOCK OF THE PAR VALUE OF $.01 SHARE; AND

                     20,000,000 SHARES OF PREFERRED STOCK OF THE PAR VALUE OF
                     $0.01 PER SHARE."


       3.     PURSUANT TO RESOLUTION OF THE OPERATIONS COMMITTEE OF ITS BOARD OF
              DIRECTORS, AN ANNUAL MEETING OF THE STOCKHOLDERS OF THE
              CORPORATION WAS DULY HELD, UPON NOTICE IN ACCORDANCE WITH SECTION
              222 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AT
              WHICH MEETING THE NECESSARY NUMBER OF SHARES AS REQUIRED BY
              STATUTE WERE VOTED IN FAVOR OF THE AMENDMENT.

       4.     THE AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION WAS
              DULY AUTHORIZED AND ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF
              SECTIONS 222 AND 242 OF THE GENERAL CORPORATION LAW OF THE STATE
              OF DELAWARE.


SIGNED ON MAY 25, 2000.


                                        /S/ CHRISTIE A. HILL
                                   -------------------------------
                                   CHRISTIE A. HILL
                                   SECRETARY