**Exhibit 3.1.1**
**AMENDED CERTIFICATE OF INCORPORATION**
     1. The name of the Corporation is:
Nextel Communications, Inc.
     2. The address of its registered office in the State of Delaware isCorporation Service Company, 2711 Centerville Road, Suite 400, in the City ofWilmington, County of New Castle. The name of its registered agent at suchaddress is Corporation Service Company.
     3. The nature of the business or purposes to be conducted or promoted isto engage in any lawful act or activity for which corporations may be organizedunder the General Corporation Law of Delaware.
     4. The total authorized number of shares of all classes of capital stockwhich the Corporation has authority to issue is 2,180,000,000 shares dividedinto three classes as follows:
2,060,000,000 shares of Class A Common Stock of thepar value of $0.001 per share;
100,000,000 shares of Class B Non-Voting Common Stockof the par value of $0.001 per share; and
20,000,000 shares of Preferred Stock of the par valueof $0.01 per share.
**Common Stock**
     1. Rights Generally. Except as provided herein, all shares of Class ACommon Stock (“Voting Common”) and Class B Non-Voting Common Stock (“Non-VotingCommon”) (together, “Common Stock”) will be identical and entitle the holdersthereof to the same rights and privileges.
     2. Dividends. Whenever dividends upon Preferred Stock at the timeoutstanding, to the extent of any preference to which such stock is entitled,shall have been paid in full, or declared and set apart for payment, for allpast dividend periods, and after the provisions for any sinking or purchasefund or funds for any series of Preferred Stock shall have been complied with,the Board of Directors may declare and pay dividends on Common Stock, payablein cash, or otherwise, and the holders of shares of Preferred Stock shall notbe entitled to share therein, subject to the provisions of the resolution orresolutions creating any series of Preferred Stock, provided that, if dividendsare declared on the Common Stock which are payable in shares of Common Stock,dividends will be declared which are payable at the same rate on both classesof Common Stock, dividends payable in shares of Voting Common will be payableto holders of
 

 

Voting Common and dividends payable in shares of Non-Voting Common will bepayable to holders of Non-Voting Common.
     3. Liquidation. In the event of any liquidation, dissolution, or windingup of the Corporation or upon the distribution of the assets of theCorporation, all assets and funds of the Corporation remaining, after thepayment to the holders of Preferred Stock of the full preferential amounts towhich they shall be entitled pursuant to the resolution or resolutions creatingany series thereof, shall be divided and distributed among the holders of theCommon Stock ratably, except as may otherwise be provided in any suchresolution or resolutions.
     4. Voting. Except as otherwise required by law, the holders of VotingCommon will be entitled to one vote per share on all matters to be voted on bythe stockholders of the Corporation and the holders of Non-Voting Common willhave no right to vote on any matters to be voted on by the stockholders of theCorporation; provided that the holders of Non-Voting Common shall have theright to vote, as a separate class (with each share having one vote) on anymerger, consolidation, reorganization or reclassification of the Corporation orits shares of capital stock, any amendment to this Certificate of Incorporationor any liquidation, dissolution or winding up of the Corporation (each suchevent being a “Fundamental Change”) in which shares of Non-Voting Common wouldbe treated differently than shares of Voting Common (other than a FundamentalChange in which the only difference in such treatment is that the holders ofVoting Common would be entitled to receive equity securities with full votingrights and the holders of the Non-Voting Common would be entitled to receiveequity securities which have voting rights substantially identical to thevoting rights of Non-Voting Common and are convertible upon any VotingConversion Event (as defined in Section 5(b), with respect to holders ofNon-Voting Common other than Motorola, Inc., a Delaware corporation or anyaffiliate thereof (collectively “Motorola”), or a Motorola Conversion Event (asdefined in Section 5(c), with respect to Motorola, on a share for share basis,into the voting securities to which the holders of the Voting Common areentitled, but which are otherwise identical to such voting securities).
5. Conversion
 (a) Upon the occurrence (or, with respect to clause (i) of thisSection 5(a), the expected occurrence) of (i) any Voting ConversionEvent, with respect to holders of Non-Voting Common other thanMotorola, or any distribution, or sale by Motorola described inSection 5(c)(i) hereof (a “Motorola Transfer”), each share ofNon-Voting Common which is being or has been distributed, disposedof or sold (or is expected to be distributed, disposed of or sold(or is expected to be distributed, disposed of or sold) inconnection with such Voting Conversion Event or such MotorolaTransfer shall be convertible at the option of the holder thereofinto one fully paid and non-assessable share of Voting Common; or(ii) any Motorola Conversion Event described in Section 5(c)(ii)hereof, any or all of the shares of Non-Voting Common held byMotorola shall be convertible at its option into one fully paid andnonassessable share of Voting Common.  (b) “Voting Conversion Event” shall mean:
 (i) any public offering or public sale of securitiesof the Corporation (including a public offering registeredunder the Securities Act of 1933
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   and a public sale pursuant to Rule 144 of the Securities andExchange Commission or any similar rule then in force);  (ii) any sale of securities of the Corporation to aperson or group of persons (within the meaning of theSecurities Exchange Act of 1934 (the “1934 Act”)) if, aftersuch sale, such person or group of persons in the aggregatewould own or control securities which possess in the aggregatethe ordinary voting power to elect a majority of theCorporation’s directors (provided that such sale has beenapproved by the Corporation’s Board of Directors or acommittee thereof);  (iii) any sale of securities of the Corporation to aperson or group of persons (within the meaning of the 1934Act) if, after such sale, such person or group of persons inthe aggregate would own or control securities of theCorporation (excluding any Non-Voting Common being convertedand disposed of in connection with such Voting ConversionEvent) which possess in the aggregate the ordinary votingpower to elect a majority of the Corporation’s directors;  (iv) any sale of securities of the Corporation to aperson or group of persons (within the meaning of the 1934Act) if, after such sale, such person or group of personswould not, in the aggregate, own, control or have the right toacquire more than two percent (2%) of the outstandingsecurities of any class of voting securities of theCorporation; and  (v) any distribution, disposition or sale of anysecurities of the Corporation to a person or group of persons(within the meaning of the 1934 Act) in connection with amerger, consolidation or similar transaction if, after suchtransaction, such person or group of persons will own orcontrol securities which constitute in the aggregate theordinary voting power to elect a majority of the survivingcorporation’s directors (provided that the transaction hasbeen approved by the Corporation’s Board of Directors or acommittee thereof);
 (c) “Motorola Conversion Event” shall mean:
 (i) Any distribution, disposition or sale of sharesof Non-Voting Common by Motorola not prohibited under Section7.14 of the Agreement and Plan of Contribution and Merger,dated August 4, 1994 by and among the Corporation, Nextel,Motorola and ESMR Sub, Inc., a Delaware corporation (the“Motorola Agreement”);  (ii) the existence of circumstances which, inMotorola’s judgment, constitute or are likely to cause orresult in a material adverse development with respect to thebusiness, properties, operations or financial condition of theCorporation and its subsidiaries and which otherwise causeconversion of the shares of Non-Voting Common held by Motorolainto shares of Voting Common to be reasonably necessary toprotect Motorola’s interests as a stockholder of theCorporation.
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   provided that, for purposes of Sections 5(b) and 5(c), “person”shall include any natural person and any corporation, partnership,joint venture, trust, unincorporated organization and any otherentity or organization and provided, further that, the occurrenceof any Motorola Conversion Event shall be determined by Motorola,in its sole judgment by notice to the Corporation which noticeshall be binding upon the Corporation;  (d) Subject to Section 5(a), (i) a holder, other than Motorola,of Non-Voting Common will be entitled to convert shares ofNon-Voting Common into shares of Voting Common in connection withany Voting Conversion Event and Motorola will be entitled to convert shares of Non-Voting Common into shares of Voting Common inconnection with any Motorola Transfer, if such holder reasonablybelieves that such Voting Conversion Event or Motorola TransferEvent, as the case may be, will be consummated and a written requestfor conversion from any holder of Non-Voting Common to theCorporation stating such holder’s reasonable belief that a VotingConversion Event or Motorola Transfer, as the case may be, shalloccur shall be conclusive and shall obligate the Corporation toeffect such conversion in a timely manner so as to enable each suchholder to distribute, dispose of or sell such shares of VotingCommon in connection with such Voting Conversion Event or MotorolaTransfer, as the case may be; provided that the Corporation will notcancel the shares of Non-Voting Common so converted before the tenthday following such Voting Conversion Event or Motorola Transfer andwill reserve such shares until such tenth day for reissuance incompliance with the following proviso; and provided further that, ifany shares of Non-Voting Common are converted into shares of VotingCommon in connection with a Voting Conversion Event or a MotorolaTransfer and any such shares of Voting Common are not actuallydistributed, disposed of or sold pursuant to such Voting ConversionEvent or Motorola Transfer, such shares of Voting Common which werenot so distributed, disposed of or sold shall be promptly convertedback into the same number of shares of Non-Voting Common; and (ii)Motorola, at its election, will be entitled to convert any or all ofits shares of Non-Voting Common into shares of Voting Common uponthe occurrence of any Motorola Conversion Event described in Section5(c)(ii) hereof.  (e) Each conversion of shares of Non-Voting Common into shares ofVoting Common will be effected by the surrender of the certificateor certificates representing the shares to be converted at theprincipal office of the Corporation at any time during normalbusiness hours, together with a written notice by the holder of such shares of Non-Voting Common stating that such holder desires toconvert the shares, or a stated number of the shares, of Non-VotingCommon represented by such certificate or certificates into sharesof Voting Common. Such notice shall also state the name or names(with addresses) and denominations in which the certificate orcertificates for such Voting Common are to be issued. Suchconversion will be deemed to have been effected as of the close ofbusiness on the date on which such certificate or certificates havebeen surrendered and such notice has been received, and at such timethe rights of the holder of the converted shares of Non-VotingCommon as such holder will cease and the person or persons in whosename or names the certificate or
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   certificates for such shares of Voting Common are to be issued uponsuch conversion will be deemed to have become the holder or holdersof record of the shares of Voting Common represented thereby.  (f) Promptly after such surrender and the receipt of such writtennotice, the Corporation will issue and deliver in accordance withthe surrendering holder’s instructions each of the following:
 (i) the certificate or certificates representing the shares of Voting Common issuable upon such conversion; and  (ii) a certificate representing any shares ofNon-Voting Common which were represented by the certificate orcertificates delivered to the Corporation in connection withsuch conversion but which were not converted into shares ofVoting Common.
 (g) The issuance of certificates representing shares of VotingCommon received upon conversion of shares of Non-Voting Common willbe made without charge to the holders of such shares for anyissuance tax in respect thereof or other cost incurred by theCorporation in connection with such conversion and the relatedissuance of Voting Common.  (h) The Corporation will not close its books against the transferof shares of Common Stock in any manner which would interfere withthe timely conversion of any shares of Non-Voting Common.
     6. Subdivision or Combination. If the Corporation in any mannersubdivides or combines the outstanding shares of one class of Common Stock, theoutstanding shares of the other class of Common Stock will be proportionatelysubdivided or combined.
     7. Reservation of Shares. The Corporation shall at all times reserve fromits authorized Voting Common a sufficient number of shares to provide forconversion of all Non-Voting Common from time to time outstanding. If theVoting Common issuable upon conversion of the Non-Voting Common is listed onany national securities exchange or automated quotation system of NASD, theCorporation will cause within 60 days of any such conversion to be listed onsuch exchange or automated quotation system, subject to official notice ofissuance upon such conversion.
**Preferred Stock**
Authority is hereby expressly granted to the Board of Directors from time totime to issue the Preferred Stock as Preferred Stock of one or more series andin connection with the creation of any such series to fix by the resolution orresolutions providing for the issue of shares thereof the designation, votingpowers, preferences, and relative, participating, optional, or other specialrights of such series, and the qualifications, limitations, or restrictionsthereof. Such authority of the Board of Directors with respect to each suchseries shall include, but not be limited to, the determination of thefollowing:
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 (a) the distinctive designation of, and the number of sharescomprising, such series, which number may be increased (except whereotherwise provided by the Board of Directors in creating suchseries) or decreased (but not below the number of shares thereofthen outstanding) from time to time by like action of the Board ofDirectors;  (b) the dividend rate or amount for such series, the conditionsand dates upon which such dividends shall be payable, the relationwhich such dividends shall bear to the dividends payable on anyother class or classes or any other series of any class or classesof stock, and whether such dividends shall be cumulative, and if so,from which date or dates for such series;  (c) whether or not the shares of such series shall be subject toredemption by the Corporation and the times, prices, and other termsand conditions of such redemption;  (d) whether or not the shares of such series shall be subject tothe operation of a sinking fund or purchase fund to be applied tothe redemption or purchase of such shares and if such a fund beestablished, the amount thereof and the terms and provisionsrelative to the application thereof;  (e) whether or not the shares of such series shall be convertibleinto or exchangeable for shares of any other class or classes, or ofany other series of any class or classes, of stock of theCorporation and if provision be made for conversion or exchange, thetimes, prices, rates, adjustments, and other terms and conditions ofsuch conversion or exchange;  (f) whether or not the shares of such series shall have votingrights, in addition to the voting rights provided by law, and ifthey are to have such additional voting rights, the extent thereof;  (g) the rights of the shares of such series in the event of anyliquidation, dissolution, or winding up of the Corporation or uponany distribution of its assets; and  (h) any other powers, preferences, and relative, participating,optional, or other special rights of the shares of such series, andthe qualifications, limitations, or restrictions thereof, to thefull extent now or hereafter permitted by law and not inconsistentwith the provisions hereof.
     5. The Board of Directors is authorized to make, alter or repeal theby-laws of the Corporation. Election of directors need not be by writtenballot.
     6. Each person who is or was or had agreed to become a Director or officerof the Corporation, or each such person who is or was serving or had agreed toserve at the request of the Board of Directors or an officer of the Corporationas an employee or agent of the Corporation or as a Director, officer, employeeor agent of another corporation, partnership, joint venture, trust or otherenterprise (including the heirs, executors, administrators or estate of suchperson), shall be indemnified by the Corporation to the full extent permittedby the General Corporation Law of the State of Delaware or any other applicablelaws as now or
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hereafter in effect. Without limiting the generality or effect of theforegoing, the Corporation may enter into one or more agreements with anyperson which provide for indemnification greater or different than thatprovided in this Article. No amendment to or repeal of this Article 6 shallapply to or have any effect on the right to indemnity permitted or authorizedhereunder for or with respect to claims asserted before or after such amendmentor repeal arising from acts or omissions occurring in whole or in part beforethe effective date of such amendment or repeal.
     7. To the fullest extent permitted by the General Corporation Law of theState of Delaware as the same exists or may hereafter be amended, a director ofthis Corporation shall not be liable to the Corporation or its stockholders formonetary damages for breach of fiduciary duty as a director. No amendment to orrepeal of this Article 7 shall apply to or have any effect on the liability oralleged liability of any Director of the Corporation for or with respect to anyacts or omissions of such Director occurring prior to such amendment or repeal.
     8. Subject to any rights granted to the holders of any class or series ofstock having preference over the Voting Common and Non-Voting Common as todividends or upon liquidation, the directors shall be divided into threeclasses, as nearly equal in number as possible. One class of directors shallbe initially elected for a term expiring at the annual meeting of stockholdersof the Corporation in 1992, another class shall be initially elected for a termexpiring at the annual meeting of stockholders of the Corporation to be held in1993, and another class shall be initially elected for a term expiring at theannual meeting of stockholders of the Corporation in 1994, with members of eachclass to hold office until their successors are elected and qualified. At eachsucceeding annual meeting of the stockholders of the Corporation, the successorof any director in a class of directors whose term expires at that meetingshall be elected by plurality vote of all votes entitled to be cast at suchmeeting to hold office for a term expiring at the annual meeting ofstockholders held in the third year following the year of their election.
     9. Subject to any rights granted to the holders of any class or series ofstock having a preference over the Voting Common and Non-Voting Common as todividends or upon liquidation to elect additional directors under specifiedcircumstances, any action required or permitted to be taken by the stockholdersof the Corporation must be effected at a duly called annual or special meetingof the stockholders of the Corporation and may not be effected by any consentin writing of such stockholders.
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