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                                                                   EXHIBIT 10.40


                                AMENDMENT NO. 1
                 TO AMENDED AND RESTATED INCENTIVE EQUITY PLAN
                         OF NEXTEL COMMUNICATIONS, INC.


         This Amendment No. 1 ("Amendment No. 1") to the Amended and Restated
Incentive Equity Plan of Nextel Communications, Inc. (the "Plan"), is entered
into and effective as of the 28th day of March, 1997.

                                    RECITALS

         The Plan contemplates, and provides in Section 17 thereof, that the
Plan may be amended from time to time by the Committee, subject to certain
limitations and conditions not relevant to the matters treated herein.  The
Committee desires to amend the Plan to provide that grants of benefits,
including without limitation, Options Rights, Deferred Shares or Restricted
Shares, may be made to Non-Affiliated  Directors (as such term is defined
herein) thereunder, on terms and subject to conditions as are set forth herein.

                 NOW, THEREFORE, the Committee hereby adopts, at a meeting held
by conference telephone on March 28, 1997, at which a quorum was present and
acting, by unanimous vote, the following amendments, modifications and
additions to the Plan:

                 1.       Section 1 of the Plan is hereby amended to read in
                          its entirety as follows:  "1. Purpose.  The purpose
                          of this Plan is to attract and retain officers and
                          other key employees of and consultants to Nextel
                          Communications, Inc. (the "Corporation") and its
                          subsidiaries, to attract and retain desirable
                          Non-Affiliated Directors, and to provide such persons
                          with incentives and rewards for superior
                          performance."
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                 2.       Section 2 of the Plan is hereby amended:

                          (A)     to insert the following defined term
immediately following the defined term "Market Value per Share" and immediately
prior to the defined term "Nonqualified Option":  ""Non-Affiliate Director"
shall mean an individual who is serving (or who has been elected or appointed,
and has agreed to serve) as a member of the Board of the Corporation, provided
that such individual (1) is not an officer or employee of the Corporation or of
any subsidiary thereof, or a beneficial owner of ten percent (10%) or more of
the outstanding Common Shares and (ii) is serving as, or who was appointed or
elected as, a member of the Board of the Corporation other than pursuant to or
in connection with any contractual or other commitment of the Corporation to
take actions to cause or to advance such individual to be elected or appointed
as a member of the Board of the Corporation"; and

                          (B)     to cause the defined term "Participant" to
read in its entirety as follows:  ""Participant" means a person who is selected
by the Committee to receive benefits under this Plan and (i) is at that time an
officer, including without limitation, an officer who may also be a member of
the Board, or other key employee of or a consultant to the Corporation or any
subsidiary or (ii) has agreed to commence serving in any such capacity or (iii)
is at that time serving as, or is then being elected or appointed as, a
Non-Affiliated Director."

                 3.       Section 14 of the Plan is hereby amended to read in
its entirety as follow: "14.  Certain Terminations of Employment or Consulting
Services, Hardship and Approved Leaves of Absence.  Notwithstanding any other
provision of this Plan to the contrary, in the event of termination of
employment or consulting services or service by a





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Non-Affiliated Director on the Board of the Corporation by reason of death,
disability, normal retirement, early retirement with the consent of the
Corporation, termination of employment or consulting services or service by a
Non-Affiliated Director on the Board of the Corporation to enter public service
with the consent of the Corporation or leave of absence approved by the
Corporation, or in the event of hardship or other special circumstances of a
Participant who holds an Option Right or Appreciation Right that is not
immediately and fully exercisable, any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, any Deferred Shares as to which the Deferral Period is not
complete, any Performance Shares or Performance Units that have not been fully
earned, or any Common Shares that are subject to any transfer restriction
pursuant to Section 9(b) of this Plan, the Committee may take any action that
it deems to be equitable under the circumstances or in the best interests of
the Corporation, including without limitation waiving or modifying any
limitation or requirement with respect to any award under this Plan."

                 4.       The first sentence of Section 16 of the Plan is
hereby amended to read in its entirety as follows:  "This Plan shall be
administered by the Compensation Committee of the Board which shall be composed
of not less than three members of the Board, each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3; provided, that no
member of such Committee who is also a Non-Affiliated Director shall act with
respect to any grant made hereunder except in accordance with the guidelines
for grants to Non-Affiliated Directors hereunder adopted by the Board and in
effect at the relevant time."





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                 5.       Terms used herein that are defined in the Plan are
used herein as so defined, unless expressly defined otherwise herein.

                 6.       Except as expressly amended hereby, the Plan and all
of its terms as in effect prior to the adoption of this Amendment No. 1 shall
remain in full force and effect, and following the adoption hereof, the Plan
and this Amendment No. 1 shall be construed together as a single document, and
all references to the "Plan" appearing in the Plan shall be deemed to refer to
the Plan as amended by this Amendment No. 1.





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