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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)

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U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)

75-2353745
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

2001 Ross Ave, Suite 2700 75201
Dallas, Texas (Zip Code)
(Address of trustee's
principal executive offices)

Compliance Officer
U.S. Trust Company of Texas, N.A.
2001 Ross Ave, Suite 2700
Dallas, Texas 75201
(214) 754-1200
(Name, address and telephone number of agent for service)

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NEXTLINK COMMUNICATIONS, INC.
(Exact name of OBLIGOR as specified in its charter)

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

155 108th Avenue, NW 98004
Bellevue, Washington (Zip code)
(Address of principal executive offices)

--------------------------
% Senior Discount Notes due 2009
(Title of the indenture securities)

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GENERAL

1. GENERAL INFORMATION.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas

(b) Whether it is authorized to exercise corporate trust powers.

The Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

If the obligor or any underwriter for the obligor is an affiliate of the
Trustee, describe each such affiliation.

None.

3. VOTING SECURITIES OF THE TRUSTEE.

Furnish the following information as to each class of voting securities of
the Trustee:

As of May 21, 1999
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5,000 shares

4. TRUSTEESHIPS UNDER OTHER INDENTURES.

Not Applicable

5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

Not Applicable

6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Not Applicable

7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.

Not Applicable

8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Not Applicable

9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

Not Applicable

10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

Not Applicable

11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING
50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

Not Applicable

12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

Not Applicable

13. DEFAULTS BY THE OBLIGOR.

Not Applicable

14. AFFILIATIONS WITH THE UNDERWRITERS.

Not Applicable

15. FOREIGN TRUSTEE.

Not Applicable

16. LIST OF EXHIBITS.

T-1.1- A copy of the Articles of Association of U.S. Trust Company of
Texas, N.A.; incorporated herein by reference to Exhibit T-1.1
filed with Form T-1 Statement, Registration No. 22-21897.

16. (con't.)

T-1.2 - A copy of the certificate of authority of the Trustee to
commence business; incorporated herein by reference to
Exhibit T-1.2 filed with Form T-1 Statement, Registration
No. 22-21897.

T-1.3 - A copy of the authorization of the Trustee to exercise
corporate trust powers; incorporated herein by reference
to Exhibit T-1.3 filed with Form T-1 Statement,
Registration No. 22-21897.

T-1.4 - A copy of the By-laws of the U.S. Trust Company of
Texas, N.A., as amended to date; incorporated herein by
reference to Exhibit T-1.4 filed with Form T-1 Statement,
Registration No. 22-21897.

T-1.6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939.

T-1.7 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.

NOTE

As of May 21, 1999, the Trustee had 5,000 shares of Capital Stock outstanding,
all of which are owned by U.S. T.L.P.O. Corp. As of May 21, 1999, U.S. T.L.P.O.
Corp. had 35 shares of Capital Stock outstanding, all of which are owned by U.S.
Trust Corporation. U.S. Trust Corporation had outstanding 18,597,534 shares of
$1 par value Common Stock as of May 21, 1999.

The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.

In as much as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10
and 11, the answers to said Items are based upon incomplete information. Items
2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless amended by
an amendment to this Form T-1.

In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the Trustee
disclaims responsibility for the accuracy or completeness of such information.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, U.S
Trust Company of Texas, N.A., a national banking association organized under the
laws of the United States of America, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Dallas, and State of Texas on the
21st day of May, 1999.

U.S. Trust Company
of Texas, N.A., Trustee

By: /s/ Pat Gallagher
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Authorized Officer

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of NEXTLINK
Communications, Inc., Senior Discount Notes, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefore.

U.S. Trust Company of Texas, N.A.

By: /s/ Pat Gallagher
------------------------
Authorized Officer

Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-005
Office of the Comptroller of the Currency
Federal Financial Institutions Examination Council OMB Number: 1557-0081
Expires March 31, 2001
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(1)
Please Refer to Page I, Table of
Contents, for the required
disclosure of estimated burden.
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CONSOLIDATED REPORTS OF CONDITION AND
INCOME FOR A BANK WITH DOMESTIC
OFFICES ONLY AND TOTAL ASSETS OF LESS
THAN $100 MILLION OR MORE BUT LESS THAN
$300 MILLION - - FFIEC 033

REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1999 (19990331)
(RCRI 9999)

This report is required by law: 12 U.S.C. Section ss. 324 (State member banks);
12 U.S.C. Section ss. 1817 (State nonmember banks); and 12 U.S.C. Section ss.
161 (National banks).

This report form is to be filed by banks with domestic offices only. Banks with
branches and consolidated subsidiaries in U.S. territories and possessions, Edge
or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries,
or International Banking Facilities must file FFIEC 031.
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NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.

I, Alfred B. Childs, Managing Director
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Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and belief.

/s/ Alfred B. Childs
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Signature of Officer Authorized to Sign Report

April 21, 1999
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Date of Signature

The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: these instructions may in some
cases differ from generally accepted accounting principles.

We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.

/s/ Stuart M. Pearman
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Director (Trustee)

/s/ J. T. More, Jr.
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Director (Trustee)

/s/ Arthur White
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Director (Trustee

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SUBMISSION OF REPORTS

Each bank must prepare its Reports of Condition and Income either:

(a) in electronic form and then file the computer data file directly with
the banking agencies' collection agent, Electronic Data Systems
Corporation (EDS), by modem or on computer diskette; or

(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.

For electronic filing assistance, contact EDS Call Report Services, 2150 North
Prospect Avenue, Milwaukee, WI 53202, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy record of the completed report that the bank places in its files.

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FDIC Certificate Number 33217 US TRUST COMPANY OF TEXAS,
------------ NATIONAL ASSOCIATION
(RCRI 9050) ---------------------------------
Legal Title of Bank (TEXT 9010)

DALLAS___________________________
City (TEXT 9130)

TX___________ 75201_______
State Abbrev. Zip Code.

Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency

U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: 3/31/1999 State #: 48-6797 FFIEC 033
2001 ROSS AVENUE, SUITE 2700 Vendor ID: D Cert #: 33217 RC-1
DALLAS, TX 75201 Transit #: 11101765
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9
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1999

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC - BALANCE SHEET
C200
DOLLAR
AMOUNTS IN THOUSANDS
ASSETS
1. Cash and balances due from depository institutions: RCON
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a. Noninterest-bearing balances and currency and coin ______ _______ 0081 1,297 1.a
(1,2)__________________
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b. Interest bearing balances ______ _______ 0071 696 1.b
(3)____________________________________________
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2. Securities:
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a. Held-to-maturity securities (from Schedule RC-B, column ______ _______ 1754 0 2.a
A)_______________
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b. Available-for-sale securities (from Schedule RC-B, column ______ _______ 1773 131,683 2.b
D)______________
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3. Federal funds sold (4) and securities purchased under agreements to 1350 6,000 3
resell:
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4. Loans and lease financing receivables: RCON
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a. Loans and leases, net of unearned income (from Schedule 2122 22,709 4.a
RC-C)____________
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b. LESS: Allowance for loan and lease 3123 260 4.b
losses_______________________________
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c. LESS: Allocated transfer risk 3128 0 4.c
reserve___________________________________
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d. Loans and leases, net of unearned income, allowance, and reserve RCON
----
(item 4.a minus 4.b and ______ _______ 2125 22,249 4.d
4.c)_____________________________________________
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5. Trading ______ _______ 3545 0 5.
assets____________________________________________________________
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6. Premises and fixed assets (including capitalized ______ _______ 2145 917 6.
leases)______________________
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7. Other real estate owned (from Schedule ______ _______ 2150 0 7.
RC-M)______________________________
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8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)_____________________________________________________ ______ _______ 2130 0 8.
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9. Customers' liability to this bank on acceptances ______ _______ 2155 0 9.
outstanding__________________
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10. Intangible assets (from Schedule ______ _______ 2143 1,950 10.
RC-M)____________________________________
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11. Other assets (from Schedule ______ _______ 2160 2,527 11.
RC-F)_________________________________________
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12. Total assets (sum of items 1 through ______ _______ 2170 167,519 12.
11)____________________________________
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(1) Includes cash items in process of collection and unposted debits. (2)
Included time certificates of deposit not held for trading.

SCHEDULE RC - CONTINUED
_________________ DOLLAR
AMOUNTS IN THOUSANDS
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
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columns A and C from Schedule RCON 2200 141,618 13.a
RC-E)___________________________________
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(1) Noninterest-bearing 6631 8,794 13.a.1
(1)_____________________________________________
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(2) Interest-bearing 6636 132,824 13.a.2
---------------------------------------------
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b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (1)
Noninterest-bearing________________________________________________
(2)
Interest-bearing___________________________________________________
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14. Federal funds purchased(2) and securities sold under agreements to RCON 0 14
----
repurchase: 2800
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15. a. Demand notes issued to the U.S. ______ _______ 2840 0 15.a
Treasury_________________________________________________________________
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b. Trading ______ _______ 3548 0 15.b
liabilities______________________________________________________

16. Other borrowed money:
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A. WITH A REMAINING MATURITY OF ONE YEAR OR ______ _______ 2332 0 16.a
LESS_____________________________________________________________________
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B. WITH A REMAINING MATURITY OF MORE THAN ONE YEAR THROUGH THREE ______ _______ A547 2,000 16.b
YEARS____________________________________________________________________
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C. WITH A REMAINING MATURITY OF MORE THAN THREE ______ _______ A548 1,000 16.c
YEARS____________________________________________________________________
17. Not applicable
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18. Bank's liability on acceptances executed and ______ _______ 2920 0 18.
outstanding______________________________________________________________
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19. Subordinated notes and ______ _______ 3200 0 19.
debentures_______________________________________________________________
----------
20. Other liabilities (from Schedule ______ _______ 2930 2,317 20.
RC-G)______________________________________
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21. Total liabilities (sum of items 13 through ______ _______ 2948 146,935 21.
20)______________________________________________________________________
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22. Not applicable
EQUITY CAPITAL

23. Perpetual preferred stock and related RCON
----
surplus__________________________________________________________________ ______ ______ 3838 7,000 23.
---------
24. Common stock___________________________________________________________ ______ ______ 3230 500 24.
---------
25. Surplus (exclude all surplus related to preferred
stock)____________________________________________________________________ ______ ______ 3839 8,384 25.
---------
26. a. Undivided profits and capital
reserves__________________________________________________________________ ______ ______ 3632 4,406 26.a
---------
b. Net unrealized holding gains (losses) on available-for-sale
securities________________________________________________________________ ______ ______ 8434 294 26.b
---------
27. Cumulative foreign currency translation
adjustments______________________________________________________________
---------
28. Total equity capital (sum of items 23 through
27)____________________________ ______ ______ 3210 20,584 28.
---------
29. Total liabilities and equity capital (sum of items 21 and
28)___________________ ______ ______ 2257 167,519 29.
---------

MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
NUMBER
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1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external auditors 6724 1 M.1
as of any date during 1998
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1= Independent audit of the bank conducted in accordance with generally
accepted auditing standards by certified public accounting firm which
submits a report on the bank

2= Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated
holding company (but not on the bank separately)

3= Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)

4= Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5= Review of the bank's financial statements by external auditors

6= Compilation of the bank's financial statements by external auditors

7= Other audit procedures (excluding tax preparation work)

8= No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

(2) Includes limited-life preferred stock and related surplus.