CERTIFICATE OF DESIGNATIONS, PREFERENCES
                    AND RIGHTS OF SERIES G SENIOR CUMULATIVE
                    PARTICIPATING CONVERTIBLE PREFERRED STOCK

                                       of

                          WINSTAR COMMUNICATIONS, INC.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

         Winstar Communications, Inc., a Delaware corporation (hereinafter
called the "Company"), hereby certifies that, pursuant to the authority
expressly vested in the Board of Directors of the Company by the Restated
Certificate of Incorporation, as amended (the "Restated Certificate of
Incorporation"), and in accordance with the provisions of Sections 103 and 151
of the General Corporation Law of the State of Delaware, the Board of Directors
has duly adopted the following resolutions.

         RESOLVED, that, pursuant to Article Fourth of the Restated Certificate
of Incorporation (which authorizes 15,000,000 shares of preferred stock, $.01
par value per share ("Preferred Stock")), the Board of Directors hereby fixes
the powers, designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions, of a
series of Preferred Stock.

         RESOLVED, that each share of such series of Preferred Stock shall rank
equally in all respects and shall be subject to the following provisions:

           1. Number and Designation. 900,000 shares of the Preferred Stock of
the Company shall be designated as Series G Senior Cumulative Participating
Convertible Preferred Stock (the "Series G Preferred Stock").

           2. Rank. The Series G Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution and winding up, rank (i) senior to
all classes of the Company's common stock, $.01 par value per share ("Common
Stock"), the Company's 6% Series A Cumulative Convertible Preferred Stock, $.01
par value per share (the "Series A Preferred Stock"), and the Company's Series E
Junior Convertible Preferred Stock, $.01 par value per share (the "Series E
Preferred Stock"), and to each other class of capital stock of the Company or
series of Preferred Stock of the Company established hereafter by the Board of
Directors of the Company, the terms of which do not expressly provide that it




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ranks senior to, or on a parity with, the Series G Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution of the
Company (the securities in this clause (i) collectively referred to as "Junior
Securities"); and (ii) on a parity with the Company's Series C 14 1/4% Senior
Cumulative Exchangeable Preferred Stock Due 2007, $.01 par value per share (the
"Series C Preferred Stock"), the Company's Series D 7% Senior Cumulative
Convertible Preferred Stock Due 2010, $.01 par value per share (the "Series D
Preferred Stock"), the Company's Series F 7 1/4% Senior Cumulative Convertible
Preferred Stock, $.01 par value per share (the "Series F Preferred Stock"), and
each other class of capital stock of the Company or series of Preferred Stock of
the Company established hereafter by the Board of Directors of the Company, the
terms of which expressly provide that such class or series will rank on a parity
with the Series G Preferred Stock as to dividend rights and rights on
liquidation, winding-up and dissolution (the securities in this clause (ii)
collectively referred to as "Parity Securities"). The respective definitions of
Junior Securities and Parity Securities shall also include any rights or options
exercisable for or convertible into any of the Junior Securities and Parity
Securities, as the case may be.

           3. Dividends. (a) In addition to any amounts to which a holder of
Series G Preferred Stock is entitled to receive pursuant to paragraph 3(d), such
holder shall be entitled to receive, in respect of each Dividend Period, when,
as and if declared by the Board of Directors of the Company, out of funds
legally available for the payment of dividends, cumulative dividends in an
amount per share equal to the excess (if any) of (i) the Applicable Percentage
of the Accreted Value as of the immediately preceding Dividend Payment Date (or,
for the initial Dividend Period, as of the date of issuance) over (ii) the
amount of any regular cash dividends per share of Series G Preferred Stock that
have been paid during such Dividend Period pursuant to paragraph 3(d). Subject
to the provisions of Section 3(b), dividends paid pursuant to this paragraph
3(a) shall be payable in cash in arrears quarterly on March 15, June 15,
September 15 and December 15 of each year (each of such dates being a "Dividend
Payment Date" and each such quarterly period being a "Dividend Period"). Such
dividends shall accrue from the date of issue (except that dividends on any
amounts added to Accreted Value pursuant to paragraph 3(b) shall accrue from the
date such amounts are added to Accreted Value), whether or not in any Dividend
Period or Periods there shall be funds of the Company legally available for the
payment of such dividends. Each such dividend shall be payable to the holders of
record of shares of the Series G Preferred Stock on March 1, June 1, September 1
and December 1, as they appear on the stock records of the Company at the close
of business on such record dates.

          (b) If dividends are not paid in cash on any Dividend Payment Date for
the immediately preceding Dividend Period (or portion thereof if less than a
full Dividend Period), the unpaid amount shall be added to the Accreted Value
for purposes of calculating succeeding periods' dividends. Notwithstanding
anything else contained herein, once any dividends for the immediately preceding


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Dividend Period (or portion thereof if less than a full Dividend Period) are so
added to Accreted Value, such dividends will no longer be payable in cash.

          (c) The Applicable Percentage for each full Dividend Period for the
Series G Preferred Stock shall be 1.4375%. The Applicable Percentage for the
initial Dividend Period, or any other period shorter or longer than a full
Dividend Period, on the Series G Preferred Stock shall be computed on the basis
of a per annum rate of 5.75% and the actual number of days elapsed over 12
30-day months and a 360-day year. Holders of shares of Series G Preferred Stock
shall not be entitled to any dividends, whether payable in cash, property or
stock, in excess of dividends on the Series G Preferred Stock provided for in
this paragraph 3. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Series G Preferred
Stock that may be in arrears.

          (d) In case the Company shall fix a record date for the making of any
dividend or distribution to holders of Common Stock (other than dividends or
distributions payable solely in Common Stock), the holder of each share of
Series G Preferred Stock on such record date shall be entitled to receive an
equivalent dividend or distribution based on the number of shares of Common
Stock into which such share of Series G Preferred Stock is convertible on such
record date.

          (e) So long as any shares of the Series G Preferred Stock are
outstanding, no dividends, except as described in the next succeeding sentence,
shall be declared or paid or set apart for payment on Parity Securities, for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payment on the Series G Preferred Stock (or the unpaid amount
shall have been added to the Accreted Value pursuant to paragraph 3(b)) for all
Dividend Periods terminating on or prior to the date of payment of the dividend
on such class or series of Parity Securities. When dividends are not paid in
full or a sum sufficient for such payment is not set apart, as aforesaid, all
dividends declared upon shares of the Series G Preferred Stock and all dividends
declared upon any other class or series of Parity Securities shall be declared
ratably in proportion to the respective amounts of dividends accrued on the
Series G Preferred Stock and accrued and unpaid on such Parity Securities.

          (f) So long as any shares of the Series G Preferred Stock are
outstanding, no dividends (other than dividends paid in shares of, or options,
warrants or rights to subscribe for or purchase shares of, Junior Securities)
shall be declared or paid or set apart for payment or other distribution
declared or made upon Junior Securities, nor shall any Junior Securities be
redeemed, purchased or otherwise acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any shares
of any such stock) by the Company, directly or indirectly (except by conversion
into or exchange for Junior Securities), unless in each case (i) the full


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dividends on all outstanding shares of the Series G Preferred Stock and any
Parity Securities shall have been paid or set apart for payment for all past
Dividend Periods with respect to the Series G Preferred Stock and all past
dividend periods with respect to such Parity Securities (or, in the case of the
Series G Preferred Stock, the unpaid amount shall have been added to the
Accreted Value pursuant to paragraph 3(b)) and (ii) sufficient funds shall have
been paid or set apart for the payment of the dividend for the current Dividend
Period with respect to the Series G Preferred Stock and the current dividend
period with respect to such Parity Securities. Notwithstanding the foregoing,
the Company may (i) pay cash in lieu of fractional shares of Common Stock to be
issued upon conversion of convertible Preferred Stock constituting Junior
Securities and (ii) redeem for cash convertible Preferred Stock that constitutes
Junior Securities if, as of the date of the giving of the redemption notice
thereunder, the applicable conversion price of such convertible Preferred Stock
is less than the Current Market Price Per Common Share.

           4. Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary,
before any payment or distribution of the assets of the Company (whether capital
or surplus) shall be made to or set apart for the holders of Junior Securities,
the holder of each share of Series G Preferred Stock shall be entitled to
receive an amount per share equal to the Liquidation Value of such share on the
date of distribution, and such holders shall not be entitled to any further
payment. If, upon any liquidation, dissolution or winding up of the Company, the
assets of the Company, or proceeds thereof, distributable among the holders of
the shares of Series G Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any Parity Securities,
then such assets, or the proceeds thereof, shall be distributed among the
holders of shares of Series G Preferred Stock and any such Parity Securities
ratably in accordance with the respective amounts that would be payable on such
shares of Series G Preferred Stock and any such Parity Securities if all amounts
payable thereon were paid in full. Solely for the purposes of this paragraph 4,
neither the sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Company nor the consolidation or merger of the Company with or
into one or more other entities shall be deemed to be a liquidation, dissolution
or winding-up of the Company.

          (b) Subject to the rights of the holders of any Parity Securities,
after payment shall have been made in full to the holders of the Series G
Preferred Stock, as provided in this paragraph 4, any other series or class or
classes of Junior Securities shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed to holders of capital stock of the Company,
and the holders of the Series G Preferred Stock shall not be entitled to share
therein.


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           5. Conversion. (a) Conversion at the Option of the Company. If on any
date after the third anniversary of the date of issuance of the Series G
Preferred Stock, the Current Market Price Per Common Share is at least equal to
155% of the Conversion Price on such date, the Company may elect, by written
notice delivered to the Transfer Agent (with a copy to each holder of Series G
Preferred Stock), no later than five Market Days after such date, to cause all
outstanding shares of Series G Preferred Stock to be converted into fully paid
and nonassessable shares of Common Stock. Any such conversion shall be deemed to
have been effected, without further action by any party, immediately prior to
the close of business on the date such notice is received by the Transfer Agent.
The number of shares of Common Stock deliverable upon conversion of one share of
Series G Preferred Stock shall be equal to (i) the Accreted Value of such share
on the date of conversion, plus any dividends accrued to such date (whether or
not earned or declared) since the end of the previous Dividend Period, divided
by (ii) the Conversion Price on such date.

         (b) Conversion at the Option of the Holder. Subject to the provisions
of this paragraph 5, each holder of shares of Series G Preferred Stock shall
have the right, at any time and from time to time, at such holder's option, to
convert its outstanding shares of Series G Preferred Stock, in whole or in part,
into fully paid and non-assessable shares of Common Stock. The number of shares
of Common Stock deliverable upon conversion of one share of Series G Preferred
Stock shall be equal to (i) the Accreted Value of such share on the date of
conversion, plus any dividends accrued to such date (whether or not earned or
declared) since the end of the previous Dividend Period, divided by (ii) the
Conversion Price on such date. No notice delivered by the Company pursuant to
paragraph 5(h), 5(j) or 6 will limit in any way the holders' rights to convert
pursuant to this paragraph 5(b). In order to exercise the conversion privilege
set forth in paragraph 5(b), the holder of the shares of Series G Preferred
Stock to be converted shall surrender the certificate representing such shares
at the office of the Company, with a written notice of election to convert
completed and signed, specifying the number of shares to be converted. Each
conversion pursuant to paragraph 5(b) shall be deemed to have been effected
immediately prior to the close of business on the date on which the certificates
for shares of Series G Preferred Stock shall have been surrendered and such
notice received by the Company as aforesaid, and the person in whose name or
names any certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder of
record of the shares of Common Stock represented thereby at such time on such
date. Effective upon such conversion, the shares of Series G Preferred Stock so
converted shall no longer be deemed to be outstanding, and all rights of a
holder with respect to such shares surrendered for conversion shall immediately
terminate except the right to receive the Common Stock and other amounts payable
pursuant to this paragraph 5.


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                  (c) (i) Unless the shares issuable on conversion pursuant to
         this paragraph 5 are to be issued in the same name as the name in which
         such shares of Series G Preferred Stock are registered, each share
         surrendered for conversion shall be accompanied by instruments of
         transfer, in form reasonably satisfactory to the Company, duly
         executed by the holder or the holder's duly authorized attorney and an
         amount sufficient to pay any transfer or similar tax.

            (ii) As promptly as practicable after the surrender by the holder of
         the certificates for shares of Series G Preferred Stock as aforesaid,
         the Company shall issue and shall deliver to such holder, or on the
         holder's written order to the holder's transferee, a certificate or
         certificates for the whole number of shares of Common Stock issuable
         upon the conversion of such shares in accordance with the provisions of
         this paragraph 5.

            (iii) All shares of Common Stock delivered upon conversion of the
         Series G Preferred Stock will upon delivery be duly and validly issued
         and fully paid and non-assessable, free of all liens and charges and
         not subject to any preemptive rights.

                  (d) (i) Upon delivery to the Company by a holder of shares of
         Series G Preferred Stock of a notice of election to convert pursuant to
         paragraph 5(b) above, the right of the Company to redeem such shares of
         Series G Preferred Stock shall terminate, regardless of whether a
         notice of redemption has been mailed pursuant to paragraph 6.

             (ii) From the date of delivery by a holder of shares of Series G
         Preferred Stock of such notice of election to convert, in lieu of
         dividends on such Series G Preferred Stock pursuant to paragraph 3,
         such Series G Preferred Stock shall participate equally and ratably
         with the holders of shares of Common Stock in all dividends paid on the
         Common Stock.

            (iii) Except as provided herein, the Company shall make no payment
         or adjustment for accrued dividends on shares of Series G Preferred
         Stock, whether or not in arrears, on conversion of such shares or for
         dividends in cash on the shares of Common Stock issued upon such
         conversion.

                  (e) (i) The Company covenants that it will at all times
         reserve and keep available, free from preemptive rights, such number of
         its authorized but unissued shares of Common Stock as shall be required
         for the purpose of effecting conversion of the Series G Preferred
         Stock.

             (ii) Prior to the delivery of any securities which the Company
         shall be obligated to deliver upon conversion of the Series G


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         Preferred Stock, the Company shall comply with all applicable federal
         and state laws and regulations which require action to be taken by the
         Company.

          (f) The Company will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock on conversion of the Series G Preferred Stock pursuant hereto;
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issue or delivery of shares
of Common Stock in a name other than that of the holder of the Series G
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Company the amount of any such tax or has established, to the satisfaction of
the Company, that such tax has been paid.

          (g) In connection with the conversion of any shares of Series G
Preferred Stock, no fractional shares of Common Stock shall be issued, but in
lieu thereof the Company shall round up any fractional shares to the nearest
whole number of shares of Common Stock.

                  (h) (i) In case the Company shall at any time after the date
         of issue of the Series G Preferred Stock (A) declare a dividend or make
         a distribution on Common Stock payable in Common Stock, (B) subdivide
         or split the outstanding Common Stock, (C) combine or reclassify the
         outstanding Common Stock into a smaller number of shares or (D)
         consolidate with, or merge with or into, any other Person, or engage in
         any reorganization, reclassification or recapitalization which, in the
         case of any such transaction is effected in such a manner that the
         holders of Common Stock are entitled to receive stock, securities, cash
         or other assets with respect to or in exchange for Common Stock (other
         than as a dividend or distribution referred to in paragraph 3(d)), the
         Conversion Price and the kind and amount of stock, securities, cash or
         other assets issuable upon conversion of the Series G Preferred Stock
         in effect at the time of the record date for such dividend or
         distribution or of the effective date of such subdivision, split,
         combination, consolidation, merger, reorganization, reclassification or
         recapitalization shall be adjusted so that the conversion of the Series
         G Preferred Stock after such time shall entitle the holder to receive
         the aggregate number of shares of Common Stock or securities, cash and
         other assets which, if the Series G Preferred Stock had been converted
         immediately prior to such time, such holder would have owned upon such
         conversion and been entitled to receive by virtue of such dividend,
         distribution, subdivision, split, combination, consolidation, merger,
         reorganization, reclassification or recapitalization, assuming such
         holder of Common Stock (x) is not a Person with which the Company
         consolidated or into which the Company merged or which merged into the
         Company or to which such reorganization, reclassification,
         recapitalization, sale or transfer was made, as the case may be
         ("constituent person"), or an affiliate of a constituent person and (y)
         failed to exercise any rights of election as to the kind or amount of
         securities, cash and other property receivable upon such
         reclassification, change, consolidation, merger, reorganization or
         recapitalization (provided, that if the kind or amount of securities,
         cash and other property receivable upon such reclassification,

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         change, consolidation, merger, reorganization or recapitalization is
         not the same for each share of Common Stock held immediately prior to
         such reclassification, change, consolidation, merger, reorganization or
         recapitalization by other than a constituent person or an affiliate
         thereof and in respect of which such rights of election shall not have
         been exercised ("non-electing share"), then for the purpose of this
         paragraph 5(h) the kind and amount of securities, cash and other
         property receivable upon such reorganization, reclassification, change,
         consolidation, merger or recapitalization by each non-electing share
         shall be deemed to be the kind and amount so receivable per share by a
         plurality of the non-electing shares). Such adjustment shall be made
         successively whenever any event listed above shall occur.

           (ii) All calculations under this paragraph 5(h) shall be made to
         the nearest four decimal points.

           (iii) In the event that, at any time as a result of the provisions of
         this paragraph 5(h), the holder of this Series G Preferred Stock upon
         subsequent conversion shall become entitled to receive any securities
         other than Common Stock, the number and kind of such other securities
         so receivable upon conversion of this Series G Preferred Stock shall
         thereafter be subject to adjustment from time to time in a manner and
         on terms as nearly equivalent as practicable to the provisions
         contained herein.

          (i) All adjustments pursuant to this paragraph 5 shall be notified to
the holders of this Series G Preferred Stock promptly following the making
thereof and such notice shall be accompanied by a schedule of computations of
the adjustments.

         (j) Change of Control Offer. (i) Promptly after the occurrence of a
Change of Control (the date of such occurrence being the "Change of Control
Date"), the Company shall commence (or cause to be commenced) an offer to
purchase all outstanding shares of Series G Preferred Stock pursuant to the
terms described in paragraph (j) (iv) (the "Change of Control Offer") at a
purchase price equal to the Change of Control Amount on the Change of Control
Payment Date, and shall purchase (or cause the purchase of) any shares of Series


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G Preferred Stock tendered in the Change of Control Offer pursuant to the terms
hereof.

             (ii) At the Company's option, the Change of Control Amount shall be
         payable in cash or in shares of Common Stock (or the securities of the
         entity into which the Common Stock became converted in connection with
         the Change of Control) having a Current Market Price Per Common Share
         on the Change of Control Payment Date equal to the Change of Control
         Amount.

            (iii) If the Company elects to pay the Change of Control Amount in
         cash, prior to the mailing of the notice referred to in paragraph
         (j)(iv), but in any event within 30 days following the date on which a
         Change of Control has occurred, the Company shall (A) promptly
         determine if the purchase of the Series G Preferred Stock for cash
         would violate or constitute a default under the indebtedness of the
         Company or the terms of any other series of the Company's outstanding
         preferred stock and (B) either shall repay to the extent necessary all
         such indebtedness or preferred stock of the Company that would
         prohibit the repurchase of the Series G Preferred Stock pursuant to a
         Change of Control Offer or obtain any requisite consents or approvals
         under instruments governing any indebtedness or preferred stock of the
         Company to permit the repurchase of the Series G Preferred Stock for
         cash. The Company shall first comply with this paragraph (j)(ii)
         before it shall repurchase for cash any Series G Preferred Stock
         pursuant to this paragraph (j).

             (iv) Within 30 days following the date on which a Change in Control
         has occurred, the Company shall send, by first-class mail, postage
         prepaid, a notice to each holder of Series G Preferred Stock. If
         applicable, such notice shall contain all instructions and materials
         necessary to enable such holders to tender Series G Preferred Stock
         pursuant to the Change of Control Offer. Such notice shall state:

                       (A) that a Change of Control has occurred, that a Change
                  of Control Offer is being made pursuant to this paragraph (j)
                  and that all Series G Preferred Stock validly tendered and not
                  withdrawn will be accepted for payment;

                       (B) the purchase price (including the amount of accrued
                  dividends, if any) and the purchase date (which must be no
                  earlier than 30 days nor later than 60 days from the date such
                  notice is mailed, other than as may be required by law) (the
                  "Change of Control Payment Date");

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                       (C) that any shares of Series G Preferred Stock not
                  tendered will continue to accrue dividends;

                       (D) that, unless the Company defaults in making payment
                  therefor, any share of Series G Preferred Stock accepted for
                  payment pursuant to the Change of Control Offer shall cease to
                  accrue dividends after the Change of Control Payment Date;

                       (E) that holders electing to have any share of Series G
                  Preferred Stock purchased pursuant to a Change of Control
                  Offer will be required to surrender stock certificates
                  representing such shares of Series G Preferred Stock, properly
                  endorsed for transfer, together with such other customary
                  documents as the Company and the Transfer Agent may
                  reasonably request to the Transfer Agent and registrar for
                  the Series G Preferred Stock at the address specified in the
                  notice prior to the close of business on the business day
                  prior to the Change of Control Payment Date;

                       (F) that holders will be entitled to withdraw their
                  election if the Company receives, not later than five business
                  days prior to the Change of Control Payment Date, a telegram,
                  facsimile transmission or letter setting forth the name of the
                  holder, the number of shares of Series G Preferred Stock the
                  holder delivered for purchase and a statement that such holder
                  is withdrawing its election to have such shares of Series G
                  Preferred Stock purchased;

                       (G) that holders who tender only a portion of the shares
                  of Series G Preferred Stock represented by a certificate
                  delivered will, upon purchase of the shares tendered, be
                  issued a new certificate representing the unpurchased shares
                  of Series G Preferred Stock; and

                       (H) the circumstances and relevant facts regarding such
                  Change of Control (including information with respect to pro
                  forma historical income, cash flow and capitalization after
                  giving effect to such Change of Control).

            (v) The Company will comply with any tender offer rules under the
         Exchange Act which then may be applicable in connection with any offer
         made by the Company to repurchase the shares of Series G Preferred
         Stock as a result of a Change of Control. To the extent that the
         provisions of any securities laws or regulations conflict with
         provisions of this Certificate of Designations, the Company shall
         comply with the applicable securities laws and regulations and shall
         not be deemed to have breached its obligation under this Certificate of
         Designations by virtue thereof.

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             (vi) On the Change of Control Payment Date, the Company shall (A)
         accept for payment the shares of Series G Preferred Stock validly
         tendered pursuant to the Change of Control Offer, (B) pay to the
         holders of shares so accepted the purchase price therefor in cash or
         Common Stock (or the securities of the entity into which the Common
         Stock became converted in connection with the Change of Control) as
         provided above and (C) cancel each surrendered certificate and retire
         the shares represented thereby. Unless the Company defaults in the
         payment for the shares of Series G Preferred Stock tendered pursuant to
         the Change of Control Offer, dividends will cease to accrue with
         respect to the shares of Series G Preferred Stock tendered and all
         rights of holders of such tendered shares will terminate, except for
         the right to receive payment therefor on the Change of Control Payment
         Date.

           (vii) To accept the Change of Control Offer, the holder of a share of
         Series G Preferred Stock shall deliver, prior to the close of business
         on the business day prior to the Change of Control Payment Date,
         written notice to the Company (or an agent designated by the Company
         for such purpose) of such holder's acceptance, together with
         certificates evidencing the shares of Series G Preferred Stock with
         respect to which the Change of Control Offer is being accepted, duly
         endorsed for transfer.

           (viii) For the avoidance of doubt, nothing in this paragraph 5(j)
         shall restrict the right of the holders of Series G Preferred Stock,
         in connection with a Change of Control, to convert and to receive the
         kind and amount of consideration payable to holders of Common Stock in
         respect of the Common Stock into which the Series G Preferred Stock
         may be converted.

          (k) Certain Mergers. In connection with any consolidation with or
merger with or into, any person in a transaction where the Common Stock is
converted into or exchanged for securities of such person or an affiliate of
such person, the Company covenants that the person issuing such securities will
be organized and existing under the laws of a jurisdiction which allows for the
issuance of preference stock and that the Series G Preferred Stock shall be
converted into or exchanged for and shall become shares of such person having in
respect of such person substantially the same powers, preference and relative
participating, optional or other special rights and the qualifications,
limitations or restrictions thereon that the Series G Preferred Stock had
immediately prior to such transaction.

           6. Redemption. (a) On April 1, 2010, the Company will be required to
redeem all of the outstanding shares of Series G Preferred Stock at a redemption
price per share equal to the greater of (i) the Accreted Value on such date,


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plus all dividends accrued to such date (whether or not earned or declared)
since the most recent Dividend Payment Date and (ii) the aggregate Current
Market Price Per Common Share on such date for the number of shares of Common
Stock into which a share of Series G Preferred Stock is convertible on such
date. The redemption price will be payable, solely at the Company's option, in
cash or in shares of Common Stock, which shares shall be valued for purposes of
this paragraph 6 at 97% of the Current Market Price Per Common Share on April 1,
2010, or in some combination thereof.

          (b) Notice of such redemption shall be given by the Company by first
class mail, postage prepaid, mailed not less than 30 days nor more than 60 days
prior to the redemption date, to each holder of record of the shares to be
redeemed at such holder's address as the same appears on the stock register of
the Company; provided that neither the failure to give such notice nor any
defect therein shall affect the validity of the giving of notice for the
redemption of any share of Series G Preferred Stock to be redeemed except as to
the holder to whom the Company has failed to give said notice or except as to
the holder whose notice was defective. Each such notice shall state: (i) the
redemption date; (ii) the redemption price; (iii) the place or places where
certificates for such shares are to be surrendered for payment of the redemption
price; and (iv) that dividends on the shares to be redeemed will cease to accrue
on such redemption date.

          (c) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Company in providing money
for the payment of the redemption price of the shares called for redemption),
dividends on the shares of Series G Preferred Stock so called for redemption
shall cease to accrue, and all rights of the holders thereof as stockholders of
the Company (except the right to receive from the Company the redemption price)
shall cease. Upon surrender in accordance with said notice of the certificates
for any shares so redeemed (properly endorsed or assigned for transfer, if the
Board of Directors of the Company shall so require and the notice shall so
state), such share shall be redeemed by the Company at the redemption price
aforesaid.

           7. Voting Rights. (a) Except as otherwise provided in paragraph 7(b)
or as required by law, each holder of Series G Preferred Stock shall be entitled
to vote on all matters and shall be entitled to that number of votes equal to
the number of shares of Common Stock into which such holder's shares of Series G
Preferred Stock could be converted, pursuant to the provisions of paragraph 5
hereof, on the record date for the determination of shareholders entitled to
vote on such matter or, if no such record date is established, on the date such
vote is taken or any written consent of shareholders is solicited. Except as
otherwise expressly provided herein or as required by law, the holders of shares
of Series G Preferred Stock and Common Stock shall vote together as a single
class on all matters.

                                       12
<PAGE>

          (b) In addition, so long as any of the Series G Preferred Stock is
outstanding, the affirmative vote of the holders of a majority of the
outstanding shares of Series G Preferred Stock, voting together as a single
class, shall be necessary to: (i) amend, alter or repeal any provision of the
Restated Certificate of Incorporation (whether by amendment, merger or
otherwise) or the By-laws so as to adversely affect the preferences, rights or
powers of the Series G Preferred Stock, including, without limitation, the
voting powers and liquidation preference of the Series G Preferred Stock, or
change the Series G Preferred Stock into any other securities (other than as
required by paragraph 5(k)), cash or other property, (ii) issue any additional
Series G Preferred Stock or create, authorize or issue any capital stock that
ranks prior (whether with respect to dividends or upon liquidation, dissolution,
winding up or otherwise) to the Series G Preferred Stock or (iii) redeem for
cash any Junior Securities, other than the redemption of any convertible
preferred stock, if at the time of the redemption notice, the applicable
conversion price of such convertible preferred stock is less than the Current
Market Price Per Common Share.

           8. Miscellaneous. (a) If, in connection with a Change of Control
Offer pursuant to paragraph 5(j) or a redemption pursuant to paragraph 6, the
Company determines to pay the Change of Control Amount or the redemption price
in shares of Common Stock ("Stock Election"), the Company will use its best
efforts to (i) register such shares of Common Stock under the Securities Act of
1933, as amended, (ii) cause such registration statement to be effective at or
prior to the time that the Company will deliver such shares to the holders of
Series G Preferred Stock, (iii) have such shares listed on the principal trading
market for the Common Stock and (iv) take such other actions as may reasonably
be required to register the issuance (or, as appropriate, the re-sale) of the
shares of Common Stock to be delivered to the holders of the Series G Preferred
Stock.

          (b) If the Company makes a Stock Election, it shall comply with all
statutes, rules and regulations applicable thereto at that time, including any
and all regulations of the principal trading market on which the Common Stock is
then trading, including, if necessary, any shareholder approval requirement
under NASD Rule 4460(i), as it may be amended from time to time.

          9. Definitions. The following terms, as used herein, shall have the
following meanings:

         "Accreted Value" equals, with respect to one share of Series G
Preferred Stock, $1,000, plus the amount of any dividends added to Accreted
Value in accordance with paragraph 3(b) (which aggregate amount shall be subject
to adjustment whenever there shall occur a stock split, combination,
re-classification or other similar event involving the Series G Preferred
Stock).


                                       13
<PAGE>

         "Change of Control" means: (i) the sale, lease, transfer, conveyance
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all the assets of the
Company and its Subsidiaries taken as a whole to any "person" (as such term is
used in Section 13(d)(3) of the Exchange Act), (ii) the consummation of any
transaction (including any merger or consolidation) the result of which is that
any "person" (as defined above), other than William J. Rouhana, Jr., becomes the
beneficial owner (as determined in accordance with Rules 13d-3 and 13d-5 under
the Exchange Act except that a person will be deemed to have beneficial
ownership of all shares that such person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the Voting Securities of the Company, (iii) the
first day on which a majority of the members of the board of directors are not
Continuing Directors, or (iv) prior to the five-year anniversary of the date of
issuance of the Series G Preferred Stock, any transaction or series of related
transactions with or involving a regional Bell operating company (Bell Atlantic
Corp., SBC Communications, BellSouth and U.S. West/Qwest) if, immediately
following such transaction or series of related transactions, holders of the
Common Stock outstanding immediately prior to such transaction or series of
related transactions own 50% or less of the outstanding voting securities of the
surviving or transferee corporation (or its parent corporation).

         "Change of Control Amount" means, with respect to one share of Series G
Preferred Stock, (i) if the Change of Control Date occurs prior to the first
anniversary of the issuance of the Series G Preferred Stock, 102% of the
Accreted Value per share on the Change of Control Payment Date plus any
dividends accrued to such date (whether or not earned or declared) since the end
of the previous Dividend Period, (ii) if the Change of Control Date occurs on or
after such first anniversary, but prior to the second anniversary of the
issuance of the Series G Preferred Stock, 105% of the Accreted Value per share
on the Change of Control Payment Date plus any dividends accrued to such date
(whether or not earned or declared) since the end of the previous Dividend
Period, and (iii) if the Change of Control date occurs on or after such second
anniversary, 108% of the Accreted Value per share on the Change of Control
Payment Date plus any dividends accrued to such date (whether or not earned or
declared) since the end of the previous Dividend Period.

         "Continuing Directors" means individuals who constituted the Board of
Directors of the Company on the date hereof (the "Incumbent Directors");
provided that any individual becoming a director during any year shall be
considered to be an Incumbent Director if such individual's election,
appointment or nomination was recommended or approved by at least two-thirds of
the other Incumbent Directors continuing in office following such election,
appointment or nomination present, in person or by telephone, at any meeting of
the Board of Directors of the Company, after the giving of a sufficient notice


                                       14
<PAGE>

to each Incumbent Director so as to provide a reasonable opportunity for such
Incumbent Directors to be present at such meeting.

         "Conversion Price" means $67.50, subject to adjustment from time to
time as provided in paragraph 5.

         "Current Market Price Per Common Share" means, as of any date, the
average (weighted by daily trading volume) of the Daily Prices per share of
Common Stock for the 20 consecutive trading days immediately prior to such date.

         "Daily Price" means, as of any date, (i) if the shares of such class of
Common Stock then are listed and traded on the New York Stock Exchange, Inc.
("NYSE"), the closing price on such date as reported on the NYSE Composite
Transactions Tape; (ii) if the shares of such class of Common Stock then are not
listed and traded on the NYSE, the closing price on such date as reported by the
principal national securities exchange on which the shares are listed and
traded; (iii) if the shares of such class of Common Stock then are not listed
and traded on any such securities exchange, the last reported sale price on such
date on the National Market of the National Association of Securities Dealers,
Inc. Automated Quotation System ("NASDAQ"); or (iv) if the shares of such class
of Common Stock then are not traded on the NASDAQ National Market, the average
of the highest reported bid and lowest reported asked price on such date as
reported by NASDAQ.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Liquidation Value" on any date means, with respect to one share of
Series G Preferred Stock, the greater of (i) the Accreted Value on such date,
plus all dividends (whether or not earned or declared) accrued since the end of
the previous Dividend Period and (ii) the amount that would have been payable on
a number of shares of Common Stock equal to the number of shares of Common Stock
into which a share of Series G Preferred Stock was convertible immediately prior
to such date.

         "Market Day" means a day on which the principal national securities
market or exchange on which the Common Stock is listed or admitted for trading
is open for the transaction of business.

         "Person" as used herein means any corporation, limited liability
company, partnership, trust, organization, association, other entity or
individual.

         "Securities Act" means the Securities Act of 1933, as amended.



                                       15
<PAGE>

         "Transfer Agent" means the transfer agent for the Series G Preferred
Stock appointed by the Company.

         "Voting Securities" means securities of the Company ordinarily having
the power to vote for the election of directors of the Company; provided that
when the term "Voting Securities" is used with respect to any other Person it
means the capital stock or other equity interests of any class or kind
ordinarily having the power to vote for the election of directors or other
members of the governing body of such Person.



                                       16


<PAGE>



         IN WITNESS WHEREOF, Winstar Communications, Inc. has caused this
Certificate of Designations to be signed and attested by the undersigned this __
day of _________________.


                                            WINSTAR COMMUNICATIONS, INC.


                                      By: ___________________________________
                                          Name:
                                          Title:


ATTEST:


--------------------
Name:
Assistant Secretary

                                       17