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                                                                 Exhibit 10.15.3

                               February 26, 1999


Mr. Daniel F. Akerson
1100 Mill Ridge
McLean, Virginia 22102


                            Re: Employment Agreement

Dear Mr. Akerson:

     This letter is intended to memorialize the basic terms of certain agreed
amendments, supplements and other changes to the terms of the Employment
Agreement, effective on and as of March 5, 1996, as amended by letter agreement
dated March 24, 1998 (such original agreement, as so amended, the "Employment
Agreement"), currently in place between you and Nextel Communications, Inc.
("Nextel"). Such amendments, supplements and other changes are in consideration
for and/or reflect your agreements to extend the term of your employment with
Nextel for an additional year, to enter into a post-employment consulting
relationship with Nextel, and to further defer distribution of 1,000,000 shares
of Nextel Common Stock awarded to you as deferred shares in connection with
your entry into the Employment Agreement.

     Specifically, we have agreed that, effective upon the execution of this
letter agreement, certain provisions of the Employment Agreement shall be
amended, supplemented or otherwise changed to read as indicated below:

            A.   The last sentence of Section 2.b. of the Employment Agreement
                 shall be replaced in its entirety by the following sentence:
                 "Notwithstanding the foregoing, (i) Executive may continue to
                 serve as a director of America Online, Inc. and American
                 Express Company, (ii) Executive may serve as a director of
                 other corporations (but while his employment continues
                 hereunder, only with the consent of the Operations Committee)
                 and (iii) nothing in the foregoing shall be construed so as to
                 limit or prohibit personal investments by Executive; provided
                 that while his employment continues hereunder, such investments
                 shall not amount to a controlling interest in any entity."

            B.   Each of  Sections 3 and  4.c.(i)(A) of the Employment Agreement
                 shall be amended by replacing the date "March 5, 1999" each
                 time it appears in such Sections with the date "March 5, 2000".



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            C.   The third sentence of Section 4.c.(ii) of the Employment
                 Agreement shall be replaced in its entirety by the following
                 sentence: "If Executive's employment hereunder is terminated on
                 or after March 5, 1999 but prior to March 5, 2006 for any
                 reason by either Executive or Employer, then Executive's right
                 to vesting of the Inducement Options shall be forfeited (it
                 being understood that Executive's right to receive all
                 1,000,000 Deferred Shares shall then be vested and
                 nonforfeitable), the Inducement Options shall thereupon expire
                 unexercised (except as provided in subparagraphs (iii) and (iv)
                 below); and thereafter Executive shall have no further rights,
                 claims or interest in or to any of the Inducement Options,
                 except as provided in subparagraphs (iii) and (iv) below."

            D.   The third sentence of the first paragraph of Section 4.c.(iv)
                 of the Employment Agreement shall be replaced in its entirety
                 by the following sentence: "The Vested Portion shall mean (1)
                 for any Termination Date prior to March 5, 1999, 2,000,000
                 multiplied by a fraction, the numerator of which is the number
                 of days from the Commencement Date to and including the Vesting
                 Reference Date (as defined below) and the denominator of which
                 is 1825 (i.e., the number of days from the Commencement Date to
                 and including the fifth anniversary of the Commencement Date
                 ("Fraction") and (2) for any Termination Date on or after March
                 5, 1999, (x) 1,000,000 multiplied by the lesser of (A) one or
                 (B) the Fraction plus (y) 1,000,000 (i.e., the number of vested
                 and nonforfeitable Deferred Shares)."

            E.   The first sentence of the penultimate paragraph of Section
                 4.c.(iv) of the Employment Agreement shall be replaced in its
                 entirety by the following sentence: "By way of illustrative
                 example, if Executive's employment were terminated as of March
                 5, 2000, whether upon prior written notice to Executive
                 pursuant to Section 10.b.(ii) below or to Employer pursuant to
                 Section 10.b.(iii) below, then the Vesting Reference Date would
                 be March 5, 2000 (i.e., the Termination Date); the Vested
                 Portion would be 1,800,000 (i.e., 1,000,000 x (1460/1825, or
                 0.80, plus 1,000,000), with 1460 being the number of days from
                 the Commencement Date to and including the Termination Date);
                 Executive would already have received (or would have
                 nonforfeitable rights to receive) all 1,000,000 of the Deferred
                 Shares pursuant to subparagraphs (i) and (ii)  above; and,
                 accordingly, the number of shares subject to the
                 Purchase/Exercise Options would be 800,000."

            F.   The first sentence of the final paragraph of Section 4.c.(iv)
                 of the Employment Agreement shall be replaced in its entirety
                 by the following sentence: "The Purchase/Exercise Options (and
                 any Inducement Options vested pursuant to subparagraph (iii)
                 above) will



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                 be exercisable (x) in the event of a termination of Executive's
                 employment by reason of death, Permanent Disability of
                 Constructive Termination, for a period of one year following
                 the Termination Date, (y) in the event of a termination of
                 employment by Employer for any other reason (but subject to
                 clause (z) below), for a period of six months following the
                 Termination Date and (z) in the event of  a termination of
                 employment by Executive or by Employer for any other reason
                 that is followed by Executive accepting the consulting
                 relationship contemplated by Section 21 hereof, for the longer
                 of (1) the period provided in clause (y) above, where
                 applicable or (2) thirty (30) days after termination of
                 Executive's post-employment consulting relationship with
                 Employer pursuant to Section 21."

            G.   The second sentence of Section 4.c.(v) of the Employment
                 Agreement shall be replaced in its entirety by the following
                 sentence: "Any such election shall be irrevocable and set a
                 specific date for receipt of such Deferred Shares; provided
                 that if Executive makes such election while he is employed
                 hereunder and at least six months prior to the end of the
                 Initial Term, Executive may also specify that, in lieu of
                 distribution of such applicable Deferred Shares to Executive on
                 the final day of the Initial Term or any specific later date,
                 the applicable Deferred Shares shall be distributed to
                 Executive on (x) such later date on which Executive's
                 employment hereunder is terminated or (y) such later date on
                 which Executive's post-employment consulting relationship with
                 the Company, as described in Section 21 hereof, is terminated,
                 as indicated by Executive in the written notice delivered to
                 the Company."

            H.   The following four sentences shall be inserted immediately
                 after the existing last sentence of Section 5 of the Employment
                 Agreement:  "For a period of five years after the termination
                 of Executive's employment hereunder, the Company shall furnish
                 Executive, free of charge, with two subscriber units (to be
                 reasonably selected by Executive) and shall provide a full
                 package of multi-functional wireless communications services
                 (of the types then generally being marketed by the Company),
                 including local and long distance interconnect service, also
                 without charge, to Executive (it being understood that such
                 free phones and service are intended to be principally for use
                 by Executive and members of his immediate family).  For a
                 period of one year after the termination of Executive's
                 employment hereunder (or, if sooner, until the date of a
                 Disqualifying Event, as defined below), Employer will permit
                 Executive to continue his participation (on a family coverage
                 basis) in all group major medical, dental, vision and other
                 group health benefits plans maintained by Employer and provided
                 generally to its executive officers, on the same terms as apply
                 to participation therein by


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                 management generally and as if Executive's employment hereunder
                 were continuing during such one year period.  At the expiration
                 of such one year period (but only if no Disqualifying Event has
                 occurred), Employer shall permit Executive to continue
                 participation for an additional eighteen month period (or, if
                 sooner, the date of a Disqualifying Event), by purchasing (at
                 Executive's sole expense) continuing medical or other
                 appropriate benefit coverage under Employer's medical benefit
                 and other welfare benefit plans and programs maintained by it,
                 but only as and to the extent required by Part 6 of Subtitle B
                 of Title I of the Employee Retirement Income Security Act of
                 1974, as amended ("COBRA"), if COBRA were applicable and
                 required such coverage to be provided during the entirety of
                 such period.  Executive acknowledges and agrees (1) that the
                 continuation of coverage arrangements described in the
                 preceding two sentences satisfies any and all rights of
                 Executive to continuation of coverage under Employer's group
                 health and welfare benefit plans pursuant to COBRA and (2) that
                 upon the earliest to occur of (w) Executive's death, (x)
                 termination of Executive's employment hereunder for Cause, (y)
                 termination of Executive's consulting relationship with the
                 Company for Material Breach (as defined in Section 21) and (z)
                 Executive obtaining employment with any person or entity that
                 makes available to Executive medical insurance coverage that is
                 substantially comparable to (including the payment by such
                 person or entity of the employer's portion of the related
                 coverage premiums) that then being maintained by Employer (each
                 of the events described in the foregoing clauses (w), (x), (y)
                 and (z) a "Disqualifying Event"), Executive's rights under the
                 preceding two sentences shall automatically and completely
                 terminate, and Executive then shall be entitled only to such
                 rights to continue participation in medical or other health or
                 welfare benefit plans then being maintained by Employer as is
                 specifically provided elsewhere in this Agreement or as may be
                 required pursuant to applicable law, including, without
                 limitation, COBRA."

            I.   The following proviso shall be inserted immediately prior to
                 the end of the first sentence of the first paragraph of Section
                 10(b) of the Employment Agreement: "provided, that on or after
                 March 6, 1999, Employer shall be entitled to terminate
                 Executive's employment hereunder for any other reason or for no
                 reason upon 60 days' prior written notice to Executive."
                 Clause (ii) of the last sentence in the first paragraph of
                 Section 10(b) of the Employment Agreement shall be replaced in
                 its entirety by the following new clause (ii): "(ii) for any
                 other reason or for no reason upon 60 days prior written notice
                 to Executive."


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            J.   The following proviso shall be inserted immediately prior to
                  the end of the first sentence in the first paragraph of
                  Section 10(c) of the Employment Agreement: " provided, that on
                  or after March 6, 1999, Executive shall be entitled to
                  terminate his employment hereunder for any other reason or for
                  no reason upon 60 days prior written notice to Employer."
                  Clause (ii) of the last sentence in the first paragraph of
                  Section 10(c) of the Employment Agreement shall be replaced in
                  its entirety by the following new clause (ii): "for any other
                  reason or for no reason upon 60 days prior written notice to
                  Employer."

            K.   The final sentence of Section 14 of the Employment Agreement
                  shall be deleted in its entirety and replaced by the following
                  sentence: "Subject to applicable law and upon the consent of
                  the Board of Directors of Employer or the consent of the
                  Compensation Committee (subject to any required approval of
                  the Operations Committee) thereof, this Employment Agreement
                  may be amended, modified and supplemented by written agreement
                  of Employer and Executive with respect to any of the terms
                  contained herein."

            L.   The following new Sections 21 and 22 shall be inserted
                  immediately following existing Section 20 of the Employment
                  Agreement:

                 "21. Post-Employment Consulting Relationship.  Upon any
                 termination of Executive's employment hereunder (other than
                 pursuant to Section 10(a) hereof or by Employer for Cause or
                 Permanent Disability pursuant to Section 10(b) hereof),
                 Employer shall retain Executive for a period of one year
                 (commencing on the applicable Termination Date), subject to
                 earlier termination as provided below, to render services as a
                 consultant to the Company, all on terms and conditions and
                 otherwise as provided below.

                 During the term of his services as a consultant to Employer,
                 Executive shall report to Employer's Chief Executive Officer
                 and/or President and shall have such duties as such individuals
                 shall assign to him from time to time; provided, however, that
                 such duties shall primarily involve the rendering of advice or
                 views concerning the business, strategic direction and
                 commercial opportunities of Employer, and shall not require
                 Executive to devote more than 8 hours in any month, or more
                 than 16 hours in any calendar quarter, thereto. Executive shall
                 be entitled to perform such duties at such times and places as
                 Executive may reasonably select; provided, that upon reasonable
                 prior notice, Executive shall make himself available for
                 telephone conferences with appropriate officers, directors,
                 employees and agents of Employer and shall be present for
                 meetings (scheduled with reasonable prior notice) at Employer's
                 principal offices, if requested, not more than 2 day(s) in any
                 calendar quarter, so long as such


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                 scheduled meetings do not unreasonably interfere with
                 Executive's other activities.

                 As compensation for Executive's service as a consultant
                 hereunder, Executive shall be compensated at an annual rate of
                 $60,000, payable $5,000 on the commencement date of his
                 consultancy, and on each of the subsequent eleven monthly
                 anniversaries thereof, subject to proration upon termination of
                 Executive's services as a consultant hereunder prior to the end
                 of such one year period. Executive shall be responsible for the
                 full and timely payment of all federal, state, local and other
                 taxes or similar charges due in connection with Executive's
                 compensation as a consultant hereunder. Executive may elect to
                 terminate this consulting relationship at any time upon written
                 notice to that effect given to Employer; such notice shall be
                 effective when received, unless a later effective date is
                 specified therein.  Employer shall be entitled to terminate
                 this consulting relationship only upon (w) Executive's death or
                 Permanent Disability; (x) Executive being found to have
                 violated his obligations under Section(s) 8 and/or 9 of this
                 Employment Agreement; (y) Executive accepting employment with,
                 or providing a material amount of services to or for the
                 benefit of, or having any significant ownership interest in
                 (which shall be deemed to be present only if Executive owns 5%
                 or more of the outstanding voting capital stock of any publicly
                 traded issuer or a controlling interest in any private issuer),
                 any entity whose principal business, directly or indirectly, is
                 providing mobile wireless communications services in any market
                 where Employer or its subsidiaries or affiliates is providing
                 such services; or (z) Executive being found to have materially
                 breached (and not subsequently cured such breach of) his
                 obligations under this consulting relationship (the events and
                 circumstances described in the preceding clauses (y) and (z)
                 each being a "Material Breach"), by written notice delivered to
                 Executive to that effect. The procedures and time periods for
                 terminating (or contesting bases for termination of) this
                 consulting relationship shall be as nearly as possible
                 identical to those applicable to a termination of Executive's
                 employment hereunder, as set forth herein.

                 The parties hereto acknowledge that the terms of Employer's
                 Incentive Equity Plan, as currently in effect, would allow
                 Executive to continue his participation therein, for both
                 vesting and exercise purposes, during the period of his service
                 as a consultant to Employer.  Notwithstanding the terms of such
                 Incentive Equity Plan or of any other agreement or
                 understanding, which are superseded in their entirety hereby,
                 the parties hereby confirm that: (i) all options that Executive
                 (or any of his permitted transferees) holds under the Incentive
                 Equity Plan and that are vested and unexercised as of the



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                 Termination Date (including any Inducement Options and any
                 Original Options that vest on an accelerated basis as of the
                 Termination Date pursuant to the proviso below) shall continue
                 to be exercisable by him (or such permitted transferees, as
                 applicable) until the termination of his consulting
                 relationship hereunder and, as provided by the Incentive Equity
                 Plan, for 30 days thereafter (or the applicable longer period
                 in the case of Executive's death or Permanent Disability, all
                 as provided under the Incentive Equity Plan) and (ii) if the
                 Termination Date hereunder occurs prior to March 5, 2000,
                 Executive (and his permitted transferees, as applicable)  shall
                 be entitled to continued or further vesting in any options
                 granted to Executive under the Incentive Equity Plan that have
                 not fully vested at or prior to such Termination Date until the
                 earlier of (A) the termination of Executive's post-employment
                 consulting relationship with the Company hereunder and (B)
                 March 5, 2000; provided that if the closing price of a share of
                 Employer's common stock on the NASDAQ National Market (or such
                 other exchange or market on which such shares shall be listed
                 and traded) on the Termination Date is less than $25.00, then
                 Executive shall be entitled to accelerated vesting of all
                 Inducement Options and all Original Options that are not vested
                 as of such Termination Date; and further provided that in the
                 event of any conflict or inconsistency between the terms of
                 this Section 21 and those of Section 4(c) hereof  in any
                 circumstances regarding Executive's exercise and/or vesting
                 rights as to the Inducement Options or the Original Options,
                 the terms that provide the most favorable treatment to
                 Executive shall be controlling."

                 "22. Forgivable Loan. In partial consideration of Executive's
                 agreement to extend the term of his employment hereunder,
                 Employer agrees (at Executive's request) to cause a designated
                 wholly-owned subsidiary of Employer to advance a loan in the
                 amount of $500,000 to Executive. Such loan shall have a
                 scheduled term not to exceed three years, shall be unsecured,
                 shall bear simple interest (payable on each anniversary date of
                 the original extension of such loan) at an annual rate of 4.75%
                 and shall provide that the principal thereof, and all accrued
                 but unpaid interest thereon, shall be forgiven (and deemed
                 fully and finally discharged) upon the Termination Date of
                 Executive's employment hereunder.  Such loan shall be evidenced
                 by appropriate documentation to be entered into between
                 Employer and Executive, and shall be funded by delivery of cash
                 or wire transfer of funds, as designated by Executive, promptly
                 following Executive's delivery of executed loan documents to
                 Employer. Executive shall be solely responsible for, and shall
                 hold Employer harmless from and against, any federal, state,
                 local or other income or other tax liability that arises upon
                 or by reason of the forgiveness of amounts due on or in respect
                 of such loan."



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     The amendments, supplements and other changes to the Employment Agreement
set forth above shall take effect immediately upon your execution of the
enclosed duplicate copy of this letter, and thereafter all references to the
Employment Agreement in the Employment Agreement or any other agreement between
us shall be deemed a reference to the Employment Agreement, as amended by this
letter.  Except as specifically set forth herein, the Employment Agreement is
not modified or changed in any respect, and is confirmed by each of us to
continue in full force and effect as amended hereby.  The parties also agree
that, at the request of either party made after March 5, 1999, the Employment
Agreement, as amended by this letter, may be restated in its entirety to
incorporate in a single agreement all terms and conditions of the agreement
currently in effect between the parties, but modifying or deleting those
provisions that are no longer operative or relevant to Executive's service as
an employee or a consultant to the Employer after March 5, 1999, and if such a
restated agreement is prepared and signed by each of the parties, such restated
agreement thereafter shall be deemed the Employment Agreement for all of the
purposes noted above.

     To signify your agreement with the foregoing, please sign and return the
enclosed duplicate copy of this letter, keeping a fully executed original copy
for your files.

                                Very truly yours,

                                NEXTEL COMMUNICATIONS, INC.


                                By: /s/Thomas J. Sidman
                                    ----------------------
                                    Its:Vice President

      Agreed:


      /s/Daniel F. Akerson
      -----------------------------
      Daniel F. Akerson