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                                                                    EXHIBIT 10.8

                         ADVANCED RADIO TELECOM CORP.
             1997 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS


1.   PURPOSE

     The purpose of this 1997 Equity Incentive Plan for Non-Employee Directors
(the "Plan") is to advance the interests of Advanced Radio Telecom Corp. (the
"Company") by enhancing the ability of the Company to attract and retain non-
employee directors who are in a position to make significant contributions to
the success of the Company and to align the interests of those directors more
closely with those of the stockholders.

2.   ADMINISTRATION

     Unless otherwise determined by the Board of Directors of the Company (the
"Board"), the Plan shall be administered by the Compensation Committee of the
Board or such other committee of the Board designated by the Board for that
purpose (the "Committee").  If the Board shall determine that the Plan shall be
administered by the entire Board, the references in the Plan to the "Committee"
shall be deemed references to the Board.  The Committee shall have authority,
not inconsistent with the express provisions of the Plan, (a) to grant options
in accordance with the Plan, (b) to prescribe the form or forms of instruments
evidencing options and any other instruments required under the Plan and to
change such forms from time to time; (c) to adopt, amend and rescind rules and
regulations for the administration of the Plan; and (d) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan.  Such determinations of the Committee shall
be conclusive and shall bind all parties.

3.   EFFECTIVE DATE AND TERM OF THE PLAN

     The Plan shall become effective on October 16, 1997, the date on which the
Plan was approved by the Board of Directors of the Company, subject to approval
by the stockholders of the Company.  After October 16, 2007, no option shall be
granted under the Plan, but options previously granted may extend beyond that
date.  No elections may be made, and no Deferred Stock Awards shall be granted,
pursuant to Section 7 with respect to Fees for services rendered after December
31, 2007.

4.   SHARES SUBJECT TO THE PLAN

     a.   Number of Shares.  Subject to adjustment as provided in Section 4(c),
the aggregate number of shares of Common Stock of the Company ("Stock") that may
be delivered upon the exercise of options or pursuant to Deferred Stock Awards
granted under the Plan shall be 500,000.  If any option granted under the Plan
terminates without having been exercised in full, the number of shares of Stock
as to which such option was not exercised shall be available for future grants
within the limits set forth in this Section 4(a).
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     b.   Shares to be Delivered.  Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury.  No fractional shares of Stock shall be delivered under the Plan.

     c.   Changes in Stock.  In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's capital
stock occurring after the effective date of the Plan, the number and kind of
shares of stock or securities of the Company subject to options then outstanding
or subsequently granted under the Plan, the maximum number of shares or
securities that may be delivered under the Plan, the exercise price, and other
relevant provisions shall be appropriately adjusted by the Committee, whose
determination shall be binding on all persons.

     The Committee may also adjust the number of shares subject to outstanding
awards and the exercise price and the terms of outstanding awards to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(j)), acquisitions or dispositions of stock or property or any other
event if it is determined by the Board that such adjustment is appropriate to
avoid distortion in the operation of the Plan.

5.   ELIGIBILITY FOR THE PLAN

     Directors who are not employees of the Company or any subsidiary of the
Company ("Eligible Directors") shall be eligible to receive options and Deferred
Stock Awards under the Plan.

6.   TERMS AND CONDITIONS OF OPTIONS

     a.   Formula Options.  On October 16, 1997, each Eligible Director shall be
granted an initial option to purchase 20,000 shares of Stock, subject to
approval of this Plan by the stockholders, and each Eligible Director elected to
the Board thereafter shall be granted an initial option to purchase 20,000
shares of Stock on the day on which he or she is first elected a Director.  At
each annual meeting subsequent to the date on which the initial grant was made
to an Eligible Director and at which such Eligible Director is reelected or is
continuing as a director, he or she shall be granted an additional option to
purchase 7,000 shares of Stock. The options awarded under this paragraph (a) are
referred to as "Formula Options."  The grant of Formula Options shall not
require any action by the Committee.

     b.   Discretionary Options.  The Committee shall also have the authority
under this Plan to award options to purchase Stock to Eligible Directors in such
amounts and on such terms not inconsistent with this Plan as it shall determine
at the time of the award.  The Options awarded under this paragraph (b) are
referred to herein as "Discretionary Options."

     c.   Exercise Price.  The exercise price of each Formula Option shall be
100% of the Fair Market Value (as defined below) per share of the Stock on the
date the option is granted.  The exercise price of each Discretionary Options
shall be set by the Committee.  In no event, however, shall the option price of
any option be less, in the case of an original issue of authorized stock, than
par value per share. For purposes of this paragraph, (A) the "Fair Market Value"
of a share of Stock on any date shall be the Closing Price or, if there was no
Closing Price on such day, the latest day prior thereto on which there was a
Closing Price; and (B) the "Closing Price" of the Stock on any business day will
be the last sale price as reported on the principal market on which the Stock is
traded or, if no last sale is reported, then the mean between the highest bid
and lowest asked prices on that day.

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     d.   Duration of Options.  The latest date on which an option may be
exercised (the "Final Exercise Date") shall be (i) in the case of Formula
Options, the date which is five years from the date the Option was granted and
(ii) in the case of Discretionary Options, such date as the Committee may
determine, but in no event later than ten years from the date the Option was
granted.

     e.   Exercise of Options.

          i.     Each Formula Option shall become exercisable to the extent of
     one-third of the shares covered thereby on the day before each of the
     first, second and third annual meeting of stockholders following the date
     of grant Each Discretionary Option shall become exercisable at such time or
     times as the Committee shall determine.

          ii.    Any exercise of an option shall be in writing, signed by the
     proper person and delivered or mailed to the Company, accompanied by (i)
     any documentation required by the Committee and (ii) payment in full for
     the number of shares for which the option is exercised.

          iii    If an option is exercised by the executor or administrator of a
     deceased director, or by the person or persons to whom the option has been
     transferred by the director's will, the applicable laws of descent and
     distribution or pursuant to Section 6(g) below, the Company shall be under
     no obligation to deliver Stock pursuant to such exercise until the Company
     is satisfied as to the authority of the person or persons exercising the
     option.

     f.   Payment for and Delivery of Stock.  Stock purchased upon exercise of
options under the Plan shall be paid for as follows:  (i) in cash or by check
(acceptable to the Company in accordance with guidelines established for this
purpose), bank draft or money order payable to the order of the Company; (ii)
through the delivery of shares of Stock (which, in the case of shares of Stock
acquired from the Company, have been outstanding for at least six months) having
a fair market value on the last business day preceding the date of exercise
equal to the exercise price; (iii) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the purchase price; or (iv) by any combination of the
foregoing permissible forms of payment; provided, that if the Stock delivered
upon exercise of the option is an original issue of authorized Stock, at least
so much of the exercise price as represents the par value of such Stock shall be
paid other than with a personal check of the option holder.

     g.   Discretionary Payments.  If (i) the market price of shares of Stock
subject to an option exceeds the exercise price of the option at the time of its
exercise, and (ii) the person exercising the option so requests the Committee in
writing, the Committee may in its sole discretion cancel the option and cause
the Company to pay in cash or in shares of Stock (at a price per share equal to
the fair market value per share) to the person exercising the option an amount
equal to the difference between the fair market value of the Stock which would
have been purchased pursuant to the exercise (determined on the date the option
is canceled) and the aggregate exercise price which would have been paid.

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     h.   Death.  Except as otherwise determined by the Board, upon the death of
any Eligible Director, all options not then exercisable shall terminate.  All
options held by the director that are exercisable immediately prior to death may
be exercised by his or her executor or administrator, or by the person or
persons to whom the option is transferred by will or the applicable laws of
descent and distribution or pursuant to Section 6(g), at any time within one
year after the director's death (subject, however, to the limitations of Section
6(c) regarding the maximum exercise period for such option).  After completion
of that one-year period, such options shall terminate to the extent not
previously exercised.

     i.   Other Termination of Status of Director.  If a director's service with
the Company terminates for any reason other than death, all options held by the
director that are not then exercisable shall terminate.  Options that are
exercisable on the date of termination shall continue to be exercisable for a
period of three months (subject to Section 6(c)).  After completion of that
three-month period, such options shall terminate to the extent not previously
exercised, expired or terminated.

     j.   Mergers, etc.  In the event of a merger or consolidation of the
Company, or series of transactions of which such a merger or consolidation is a
part, which results in the stockholders of the Company immediately prior to such
transaction or series of transactions beneficially owning less than a majority
of the outstanding voting securities of the surviving entity immediately
following such transaction or series of transactions or which results in a
single person or entity or group of persons or entities acting in concert owning
at least a majority of the outstanding voting securities of the surviving entity
immediately following such transaction or series of transactions, a sale,
transfer, lease or other conveyance of all or substantially all of the Company's
assets in a transaction or series of transactions, or a dissolution or
liquidation of the Company, all options hereunder will terminate; provided, that
immediately prior to the consummation of any such transaction described above,
all options outstanding hereunder that are not otherwise exercisable shall
become immediately exercisable, and provided, further, that in lieu of
termination, the Board may cause the acquiring or surviving corporation to
assume all Options outstanding under this Plan, or provide replacement options
for such options on substantially the same terms as are provided by this Plan,
with such adjustments to the number of shares covered by such Options and the
exercise price thereof as may be necessary to reflect the exchange ratio
provided for in the merger or consolidation and with such other changes as are
necessary to permit the options to remain exercisable and outstanding after the
effective date of such merger or consolidation despite the termination of the
Eligible Director's service as a director of the Company.


7.   DEFERRED STOCK GRANT IN LIEU OF FEES

     a.   Deferred Stock Grants.  Each Eligible Director who shall have so
elected (pursuant to the procedures below) shall be granted irrevocable rights
to receive shares of Stock to be delivered in the future ("Deferred Stock
Awards") in lieu of the cash fees that would otherwise

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be payable to such Eligible Director. Each Eligible Director shall receive a
Deferred Stock Award in lieu of any annual retainer fee to which such Eligible
Director is entitled ("Annual Fee") and a Deferred Stock Award in lieu of any
fees to which such Eligible Director is entitled with respect to any meeting of
the Board or any committee thereof ("Meeting Fees"). The number of shares of
Stock subject to a Deferred Stock Award shall be that number of shares of Stock
the Fair Market Value of which is equal, in the case of the Annual Fee, to the
amount of such Annual Fee on the first business day of the calendar year for
which such Annual Fee is payable, and in the case of a Meeting Fee, to the
amount of such Meeting Fee on the date of meeting for which such Meeting Fee is
payable. The grant of Deferred Stock Awards shall not require any action by the
Committee.

     b.   Issuance of Deferred Stock.  Stock issuable pursuant to a Deferred
Stock Award granted under this Plan shall be issued by the Company to the
Eligible Director on the earliest of (i) the first business day of the third
January following such Deferred Stock Award, (ii) the date of an event described
in Section 6(j) of this Plan or (iii) the date on which such Eligible Director
shall cease to be a Director of the Company, and certificates therefore shall be
delivered by the Company promptly after such date.

     c.   Notice Procedures.  Prior to the beginning of any calendar year, an
Eligible Director may notify the Company in writing of his or her election to be
granted Deferred Stock Awards in lieu of fees for the  calendar year succeeding
the year in which the election is made and unless and until any subsequent
notice is given, as provided below, each calendar year thereafter (a "Deferred
Stock Election").  By making a Deferred Stock Election, such Eligible Director
agrees to forego any cash payment of the Annual Fees and Meeting Fees paid in
the form of Deferred Stock Awards.  Any Deferred Stock Election shall be
irrevocable as to each calendar year once that year begins, except that in the
event the stockholders should fail to approve this Plan, all Deferred Stock
Elections shall be immediately revoked and the director promptly paid any
previous fees withheld pursuant to such agreement.  Any Deferred Stock Election
shall continue in effect from year to year, until revoked, which revocation
shall be effective as to all years subsequent to the year in which the notice of
revocation is given, unless and until such Eligible Director makes a subsequent
Deferred Stock Election.

8.   GENERAL PROVISIONS

     a.   Effect of Lack of Shares.  In the event that on any date on which
options or Deferred Stock Awards are to be granted hereunder, there is not a
sufficient number of shares of Stock available to implement fully the shares
issuable thereunder, then each such director entitled to an option grant or a
Deferred Stock Award at such time shall receive a pro rata portion of the option
and/or Deferred Stock Award contemplated by this Plan to the maximum extent.  In
addition, if an Deferred Stock Award cannot be implemented due to a lack of
shares, then the director's agreement to forgo Fees shall be deemed
automatically revoked to the same extent unless with the Director's consent the
Board is seeking authorization for additional shares.

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     b.   Non-Plan Issuances.  Neither adoption of the Plan nor the grant of
options or Deferred Stock Grants to an Eligible Director shall affect the
Company's right to grant to such director options that are not subject to the
Plan, to issue to such director Stock as a bonus or otherwise, or to adopt other
plans or arrangements under which Stock may be issued to directors.

     c.   No Rights as Stockholder.  A  holder of an option or Deferred Stock
Award shall not have the rights of a stockholder with respect to shares issuable
with respect to such option or award.

     d.   Fulfillment of Legal Obligations.  The Company shall not be obligated
to deliver any shares of Stock (a) until, in the opinion of the Company's
counsel, all applicable federal and state laws and regulations have been
complied with, and (b) if the outstanding Stock is at the time listed on any
stock exchange or market, until the shares to be delivered have been listed or
authorized to be listed on such exchange or market upon official notice of
issuance, and (c) until all other legal matters in connection with the issuance
and delivery of such shares have been approved by the Company's counsel.  If the
sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the option, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the certificates
evidencing such Stock bear an appropriate legend restricting transfer.

     e.   Nontransferability of Options and Awards.  No option or Deferred Stock
Award may be transferred other than by will, by the laws of descent and
distribution or by assignment to a member of his or her immediate family, during
a director's lifetime, an option may be exercised only by him or her or by such
member of his or her immediate family to whom the option was assigned and during
a director's lifetime, a Deferred Stock Award may be paid only by him or her or
to such member of his or her immediate family to whom the award was assigned.

     f.   Termination & Amendment.  The Board may at any time terminate the Plan
as to any further grants of options or Deferred Stock Awards. The Committee may
at any time or times, amend the Plan for any purpose which may at the time be
permitted by law, but (without the person's consent) no such amendment shall
adversely affect the rights of any person with respect to a previously granted
option or Deferred Stock Award.

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