##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION



FORM 10-Q

(Mark One)

|                                             |  |                                                                                          
|-------------------------------------------- |  | -----------------------------------------------------------------------------------------
|                                            
|                                            
|                                            
|                                            
|[X]                                          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended June 30, 2000
|OR                                          
|[   ]                                        |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934
|                                             |  | For the transition period from    to                                                     
|Commission file number 0-19656              

NEXTEL COMMUNICATIONS, INC.



|                                                                                   |  |                                               
|---------------------------------------------------------------------------------- |  | ----------------------------------------------
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Delaware(State or other jurisdiction of
	incorporation or organization)            |  | 36-3939651(I.R.S. Employer Identification No.)
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|2001 Edmund Halley Drive, Reston, Virginia(Address of principal executive offices) |  | 20191(Zip Code)                               
|Registrants telephone number, including area code: (703) 433-4000                

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past 90 days: Yes
[X]     No [  ]

Indicate the number of shares outstanding of each of
issuers classes of common stock as of the latest
practicable date:

|                                                 |  |                              |             | 
|------------------------------------------------ |  | ---------------------------- | ----------- | 
|                                                 |  | Number of Shares Outstanding
|Title of Class                                   |  | on July 31, 2000            
|                                                 |  |                             
|Class A Common Stock, $0.001 par value           |  |                              | 725,702,216 | 
|Class B Nonvoting Common Stock, $0.001 par value |  |                              | 35,660,000  | 



---






---

TABLE OF CONTENTS



|                                |                                                                                                |  |  |  |  |  |  | 
|------------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION.
|                                | Item 1. Financial Statements -- Unaudited.                                                    
|                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|PART II -- OTHER INFORMATION.  
|                                | Item 1. Legal Proceedings.                                                                    
|                                | Item 2. Changes in Securities.                                                                
|                                | Item 4. Submission of Matters to a Vote of Security Holders.                                  
|                                | Item 5. Other Information.                                                                    
|                                | Item 6. Exhibits and Reports on Form 8-K.                                                     
|                                | SIGNATURE                                                                                     
|                                | EXHIBIT INDEX                                                                                 
|Financial Data Schedule        



---





NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES

INDEX

| |          |  |  |                        |  |                                                                                       |  |  |    |  |  | 
| | -------- |  |  | ---------------------- |  | ------------------------------------------------------------------------------------- |  |  | -- |  |  | 
| |          |  |  |                        |  | Page No.                                                                             
| |          |  |  |                        |  |                                                                                      
| | Part I   |  |  | Financial Information.
| |          |  |  | Item 1.                |  | Financial Statements  Unaudited.                                                     |  |  |    | 
| |          |  |  |                        |  | Condensed Consolidated Balance Sheets                                                 |  |  |    | 
|
|
|
|
| |          |  |  |                        |  | As of June 30, 2000 and December 31, 1999                                             |  |  | 3  | 
| |          |  |  |                        |  | Condensed Consolidated Statements of Operations and Comprehensive Loss                |  |  |    | 
|
|
|
|
| |          |  |  |                        |  | For the Six and Three Months Ended June 30, 2000 and 1999                             |  |  | 4  | 
| |          |  |  |                        |  | Condensed Consolidated Statement of Changes in Stockholders Equity                   |  |  |    | 
|
|
|
|
| |          |  |  |                        |  | For the Six Months Ended June 30, 2000                                                |  |  | 5  | 
| |          |  |  |                        |  | Condensed Consolidated Statements of Cash Flows                                       |  |  |    | 
|
|
|
|
| |          |  |  |                        |  | For the Six Months Ended June 30, 2000 and 1999                                       |  |  | 6  | 
|
|
|
|
| |          |  |  |                        |  | Notes to Condensed Consolidated Financial Statements                                  |  |  | 7  | 
|
|
|
|
| |          |  |  | Item 2.                |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  |  | 14 | 
|
|
|
|
| |          |  |  | Item 3.                |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |  | 24 | 
|
|
|
|
| | Part  II |  |  | Other Information.    
|
|
|
|
| |          |  |  | Item 1.                |  | Legal Proceedings                                                                     |  |  | 26 | 
|
|
|
|
| |          |  |  | Item 2.                |  | Changes in Securities                                                                 |  |  | 26 | 
|
|
|
|
| |          |  |  | Item 4.                |  | Submission of Matters to a Vote of Security Holders                                   |  |  | 26 | 
|
|
|
|
| |          |  |  | Item 5.                |  | Other Information                                                                     |  |  | 28 | 
|
|
|
|
| |          |  |  | Item 6.                |  | Exhibits and Reports on Form 8-K                                                      |  |  | 28 | 



---



##### Table of Contents






PART I  FINANCIAL INFORMATION.




Item  1. Financial Statements  Unaudited.

NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2000 and December 31, 1999


(in millions)


Unaudited


|                                                                                    |                                                                                      |                            |        |        |        |   |        |        |        | 
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                                                                    |                                                                                      | 2000                       |        | 1999  
|                                                                                    |                                                                                      |                            |        |       
|ASSETS                                                                              |                                                                                      |                            |        |        |        |   |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Current assets                                                                      |                                                                                      |                            |        |        |        |   |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Cash and cash equivalents, of which $267 and $1,365 is restricted                    |                            | $      | 4,749  |        |   | $      | 4,701  |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Short-term investments, of which $30 and $0 is restricted                            |                            |        | 1,620  |        |   |        | 1,107  |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Accounts and notes receivable, less allowance for doubtful
	accounts of
	$79 and $75 |                            |        | 730    |        |   |        | 619    |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Subscriber unit and accessory inventory                                              |                            |        | 166    |        |   |        | 113    |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Prepaid expenses and other                                                           |                            |        | 124    |        |   |        | 80     |       
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       
|                                                                                    |                                                                                      | Total current assets       |        |        | 7,389  |   |        |        | 6,620  | 
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Property, plant and equipment,net of accumulated
	depreciation of $2,127 and $1,687 |                                                                                      |                            | 7,295  |        |        |   | 6,152  |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Intangible assets,net of accumulated amortization of
	$1,030 and $1,007             |                                                                                      |                            | 4,597  |        |        |   | 4,551  |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Investments and other assets                                                        |                                                                                      |                            | 1,011  |        |        |   | 1,087  |       
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       
|                                                                                    |                                                                                      | $                          | 20,292 |        |        | $ | 18,410 |       
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       
|LIABILITIES AND STOCKHOLDERS EQUITY                                                |                                                                                      |                            |        |        |        |   |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Current liabilities                                                                 |                                                                                      |                            |        |        |        |   |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Accounts payable                                                                     |                            | $      | 1,176  |        |   | $      | 981    |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Accrued expenses and other                                                           |                            |        | 737    |        |   |        | 659    |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Current portion of long-term debt and finance obligation                             |                            |        | 99     |        |   |        | 1,191  |       
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       
|                                                                                    |                                                                                      | Total current liabilities  |        |        | 2,012  |   |        |        | 2,831  | 
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Long-term debt                                                                      |                                                                                      |                            | 12,801 |        |        |   | 9,760  |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Finance obligation                                                                  |                                                                                      |                            | 594    |        |        |   | 552    |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Deferred income taxes                                                               |                                                                                      |                            | 768    |        |        |   | 799    |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Other                                                                               |                                                                                      |                            | 86     |        |        |   | 80     |       
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       
|                                                                                    |                                                                                      | Total liabilities          |        |        | 16,261 |   |        |        | 14,022 | 
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       
|Contingencies (Note 4)                                                              |                                                                                      |                            |        |        |        |   |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Minority interest                                                                   |                                                                                      |                            | 20     |        |        |   | 44     |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Mandatorily redeemable preferred stock                                              |                                                                                      |                            | 1,775  |        |        |   | 1,770  |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Stockholders equity                                                                |                                                                                      |                            |        |        |        |   |        |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Convertible preferred stock, 8 shares issued and outstanding                         |                            |        | 291    |        |   |        | 291    |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Common stock, class A, 725 and 702 shares issued and outstanding                     |                            |        | 1      |        |   |        | 1      |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Common stock, class B, nonvoting convertible, 36 shares issued
	and outstanding      |                            |        |       |        |   |        |       |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Paid-in capital                                                                      |                            |        | 8,356  |        |   |        | 8,046  |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Accumulated deficit                                                                  |                            |        | (6,363 | )      |   |        | (5,739 | )     
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Treasury stock, at cost                                                              |                            |        | (4     | )      |   |        | (6     | )     
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Deferred compensation, net                                                           |                            |        | (22    | )      |   |        | (23    | )     
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Accumulated other comprehensive (loss) income                                        |                            |        | (23    | )      |   |        | 4      |       
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       
|                                                                                    |                                                                                      | Total stockholders equity |        |        | 2,236  |   |        |        | 2,574  | 
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       
|                                                                                    |                                                                                      | $                          | 20,292 |        |        | $ | 18,410 |       
|                                                                                    |                                                                                      |                            |        |        |        |   |        |       

The accompanying notes are an integral part of these condensed
consolidated financial statements.

3



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and
Comprehensive Loss

For the Six and Three Months Ended June 30, 2000 and 1999


(in millions, except per share amounts)


Unaudited


|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |       |  
|------------------------------------------------------------------------------- | ------------------------------------------------------------------- | ---------------- | ----- | ------------------ | - | ---- | ----- | ----- | - | - | ----- | ----- | - | - | ----- | ----- | -
|                                                                                |                                                                     |                  |       |                   
|                                                                                |                                                                     | Six Months Ended |       | Three Months Ended
|                                                                                |                                                                     | June 30,         |       | June 30,          
|                                                                                |                                                                     |                  |       |                   
|                                                                                |                                                                     | 2000             |       | 1999               |   | 2000 |       | 1999 
|                                                                                |                                                                     |                  |       |                    |   |      |       |      
|Operating revenues                                                              |                                                                     | $                | 2,339 |                    |   | $    | 1,457 |       |   | $ | 1,260 |       |   | $ | 793   |      
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Operating expenses                                                              |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Cost of revenues                                                    |                  |       | 474                |   |      |       | 329   |   |   |       | 260   |   |   |       | 166   |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Selling, general and administrative                                 |                  |       | 1,347              |   |      |       | 984   |   |   |       | 710   |   |   |       | 518   |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Depreciation and amortization                                       |                  |       | 583                |   |      |       | 471   |   |   |       | 303   |   |   |       | 243   |  
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|                                                                                |                                                                     |                  | 2,404 |                    |   |      | 1,784 |       |   |   | 1,273 |       |   |   | 927   |      
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Operating loss                                                                  |                                                                     |                  | (65   | )                  |   |      | (327  | )     |   |   | (13   | )     |   |   | (134  | )    
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Other income (expense)                                                          |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Interest expense                                                    |                  |       | (579               | ) |      |       | (407  | ) |   |       | (301  | ) |   |       | (209  | )
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Interest income                                                     |                  |       | 187                |   |      |       | 12    |   |   |       | 104   |   |   |       | 8     |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Debt conversion expense                                             |                  |       | (23                | ) |      |       |      |   |   |       |      |   |   |       |      |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Equity in losses of unconsolidated affiliates                       |                  |       | (71                | ) |      |       | (31   | ) |   |       | (36   | ) |   |       | (25   | )
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Foreign currency transaction gains (losses), net                    |                  |       | 6                  |   |      |       | (46   | ) |   |       | (6    | ) |   |       | 21    |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Other, net                                                          |                  |       | 9                  |   |      |       | 75    |   |   |       | 3     |   |   |       | 64    |  
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|                                                                                |                                                                     |                  | (471  | )                  |   |      | (397  | )     |   |   | (236  | )     |   |   | (141  | )    
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Loss before income tax benefit and extraordinary item                           |                                                                     |                  | (536  | )                  |   |      | (724  | )     |   |   | (249  | )     |   |   | (275  | )    
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Income tax benefit                                                              |                                                                     |                  | 16    |                    |   |      | 17    |       |   |   | 8     |       |   |   | 7     |      
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Loss before extraordinary item                                                  |                                                                     |                  | (520  | )                  |   |      | (707  | )     |   |   | (241  | )     |   |   | (268  | )    
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Extraordinary item  loss on early retirement
	of debt, net of income tax of $0 |                                                                     |                  | (104  | )                  |   |      |      |       |   |   |      |       |   |   |      |      
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Net loss                                                                        |                                                                     |                  | (624  | )                  |   |      | (707  | )     |   |   | (241  | )     |   |   | (268  | )    
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Mandatorily redeemable preferred stock dividends                                |                                                                     |                  | (103  | )                  |   |      | (93   | )     |   |   | (51   | )     |   |   | (47   | )    
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Loss attributable to common stockholders                                        |                                                                     | $                | (727  | )                  |   | $    | (800  | )     |   | $ | (292  | )     |   | $ | (315  | )    
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Loss per share attributable to common stockholders, basic and
	diluted          |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Loss before extraordinary item attributable to common
	stockholders |                  | $     | (0.83              | ) |      | $     | (1.35 | ) |   | $     | (0.38 | ) |   | $     | (0.52 | )
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Extraordinary item                                                  |                  |       | (0.14              | ) |      |       |      |   |   |       |      |   |   |       |      |  
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|                                                                                |                                                                     | $                | (0.97 | )                  |   | $    | (1.35 | )     |   | $ | (0.38 | )     |   | $ | (0.52 | )    
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Weighted average number of common shares outstanding                            |                                                                     |                  | 751   |                    |   |      | 594   |       |   |   | 760   |       |   |   | 606   |      
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Comprehensive loss, net of income tax                                           |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Net loss                                                            |                  | $     | (624               | ) |      | $     | (707  | ) |   | $     | (241  | ) |   | $     | (268  | )
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Unrealized (loss) gain on available-for-sale securities             |                  |       | (35                | ) |      |       | 29    |   |   |       | (72   | ) |   |       | 2     |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Foreign currency translation adjustment                             |                  |       | 8                  |   |      |       | (110  | ) |   |       | (11   | ) |   |       | 29    |  
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      
|Comprehensive loss                                                              |                                                                     | $                | (651  | )                  |   | $    | (788  | )     |   | $ | (324  | )     |   | $ | (237  | )    
|                                                                                |                                                                     |                  |       |                    |   |      |       |       |   |   |       |       |   |   |       |      

The accompanying notes are an integral part of these condensed
consolidated financial statements.

4



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in
Stockholders Equity

For the Six Months Ended June 30, 2000


(in millions)


Unaudited


|                          |                                                                      |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       |      |     | 
|------------------------- | -------------------------------------------------------------------- | ------------------------------------------------- | - | ------------ |  | ------------ | --- | ------- |  | ------ | --- | ------ | -- | ------- | - |  | - |  | -- |  |  | - | - |  |  | - | ----- | ---- | --- | 
|                          |                                                                      |                                                   |   |              |  |              |     |        
|                          |                                                                      | Convertible                                       |   | Class A      |  | Class B      |     |        
|                          |                                                                      | Preferred Stock                                   |   | Common Stock |  | Common Stock |     |        
|                          |                                                                      |                                                   |   |              |  |              |     | Paid-in
|                          |                                                                      | Shares                                            |   | Amount       |  | Shares       |     | Amount  |  | Shares |     | Amount |    | Capital
|                          |                                                                      |                                                   |   |              |  |              |     |         |  |        |     |        |    |        
|Balance, January  1, 2000 |                                                                      |                                                   | 8 |              |  | $            | 291 |         |  |        | 702 |        |    | $       | 1 |  |   |  | 36 |  |  | $ |  |  |  | $ | 8,046 |     
|                         
|                         
|                         
|                         
|                          | Net loss                                                             |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       |      |    
|                         
|                         
|                         
|                         
|                          | Unrealized loss on available-for-sale securities, net of income
	tax |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       |      |    
|                         
|                         
|                         
|                         
|                          | Foreign currency translation adjustment                              |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       |      |    
|                         
|                         
|                         
|                         
|                          | Issuance of common stock:                                            |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       |      |    
|                         
|                         
|                         
|                         
|                          |                                                                      | Exercise of options and warrants                  |   |              |  |              |     |         |  |        |     |        | 6  |         |   |  |  |  |    |  |  |   |   |  |  |   |       |      | 63  | 
|                         
|                         
|                         
|                         
|                          |                                                                      | Employee stock purchase plan                      |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       |      | 6   | 
|                         
|                         
|                         
|                         
|                          |                                                                      | Conversion of debt securities and preferred stock |   |              |  |              |     |         |  |        |     |        | 17 |         |   |  |  |  |    |  |  |   |   |  |  |   |       |      | 337 | 
|                         
|                         
|                         
|                         
|                          | Deferred compensation, net                                           |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       | 7    |    
|                         
|                         
|                         
|                         
|                          | Mandatorily redeemable preferred stock dividends                     |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       | (103 | )  
|                          |                                                                      |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       |     
|Balance, June 30, 2000    |                                                                      |                                                   | 8 |              |  | $            | 291 |         |  |        | 725 |        |    | $       | 1 |  |   |  | 36 |  |  | $ |  |  |  | $ | 8,356 |     
|                          |                                                                      |                                                   |   |              |  |              |     |         |  |        |     |        |    |         |   |  |   |  |    |  |  |   |   |  |  |   |       |     

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                          |                                                                      |                                                   |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      |   |  |   |       |      |     | 
|------------------------- | -------------------------------------------------------------------- | ------------------------------------------------- | ------ | -------------- | - | -------- | - | -------------- | - | ------------- | -- | ---------- | - | ----- | --- | - |  | - | --- | --- | - | - | ---- | - |  | - | ----- | ---- | --- | 
|                          |                                                                      |                                                   |        |                |   |          |   |                |   |               |    |           
|                          |                                                                      |                                                   |        |                |   |          |   |                |   | Accumulated   |    |           
|                          |                                                                      |                                                   |        |                |   |          |   |                |   | Other         |    |           
|                          |                                                                      |                                                   |        |                |   |          |   |                |   | Comprehensive |    |           
|                          |                                                                      |                                                   |        |                |   |          |   |                |   | Income (Loss) |    |           
|                          |                                                                      |                                                   |        |                |   |          |   |                |   |              
|                          |                                                                      |                                                   |        | Treasury Stock |   |          |   | Unrealized     |   | Cumulative    |    |           
|                          |                                                                      | Accumulated                                       |        |                |   | Deferred |   | Gain (Loss) on |   | Translation   |    |           
|                          |                                                                      | Deficit                                           |        | Shares         |   | Amount   |   | Compensation   |   | Investments   |    | Adjustment |   | Total
|                          |                                                                      |                                                   |        |                |   |          |   |                |   |               |    |            |   |      
|Balance, January  1, 2000 |                                                                      | $                                                 | (5,739 | )              |   |          |  |                |   | $             | (6 | )          |   | $     | (23 | ) |  | $ | 142 |     |   | $ | (138 | ) |  | $ | 2,574 |     
|                         
|                         
|                         
|                         
|                          | Net loss                                                             |                                                   |        | (624           | ) |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      |   |  |   |       | (624 | )  
|                         
|                         
|                         
|                         
|                          | Unrealized loss on available-for-sale securities, net of income
	tax |                                                   |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     | (35 | ) |   |      |   |  |   |       | (35  | )  
|                         
|                         
|                         
|                         
|                          | Foreign currency translation adjustment                              |                                                   |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      | 8 |  |   |       | 8    |    
|                         
|                         
|                         
|                         
|                          | Issuance of common stock:                                            |                                                   |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      |   |  |   |       |      |    
|                         
|                         
|                         
|                         
|                          |                                                                      | Exercise of options and warrants                  |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      |   |  |   |       |      | 63  | 
|                         
|                         
|                         
|                         
|                          |                                                                      | Employee stock purchase plan                      |        |                |   |          |   |                |  |               |    |            | 2 |       |     |   |  |   |     |     |   |   |      |   |  |   |       |      | 8   | 
|                         
|                         
|                         
|                         
|                          |                                                                      | Conversion of debt securities and preferred stock |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      |   |  |   |       |      | 337 | 
|                         
|                         
|                         
|                         
|                          | Deferred compensation, net                                           |                                                   |        |                |   |          |   |                |   |               |    |            |   |       |     | 1 |  |   |     |     |   |   |      |   |  |   |       | 8    |    
|                         
|                         
|                         
|                         
|                          | Mandatorily redeemable preferred stock dividends                     |                                                   |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      |   |  |   |       | (103 | )  
|                          |                                                                      |                                                   |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      |   |  |   |       |     
|Balance, June 30, 2000    |                                                                      | $                                                 | (6,363 | )              |   |          |  |                |   | $             | (4 | )          |   | $     | (22 | ) |  | $ | 107 |     |   | $ | (130 | ) |  | $ | 2,236 |     
|                          |                                                                      |                                                   |        |                |   |          |   |                |   |               |    |            |   |       |     |   |  |   |     |     |   |   |      |   |  |   |       |     

The accompanying notes are an integral part of these condensed
consolidated financial statements.

5



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2000 and 1999


(in millions)


Unaudited


|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |      |     |      |       |  
|------------------------------------------------------------ | -------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | -------------------------------------------- | ----------------------------------------- | --- | ---- | ------ | ---- | --- | ---- | ----- | -
|                                                             |                                                                                  | 2000                                                                               |                                              | 1999                                     
|                                                             |                                                                                  |                                                                                    |                                              |                                          
|Cash flows from operating activities                         |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Net loss                                                                         |                                                                                    | $                                            | (624                                      | )   |      | $      | (707 | )  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Adjustments to reconcile net loss to net cash provided by
	operating activities: |                                                                                    |                                              |                                           |     |      |        |      |    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Amortization of deferred financing costs and accretion of senior
	redeemable notes |                                              |                                           | 199 |      |        |      | 209 |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Depreciation and amortization                                                      |                                              |                                           | 583 |      |        |      | 471 |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Provision for losses on accounts receivable                                        |                                              |                                           | 69  |      |        |      | 73  |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Deferred income tax benefit                                                        |                                              |                                           | (16 | )    |        |      | (17 | )   
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Extraordinary loss on retirement of debt                                           |                                              |                                           | 104 |      |        |      |    |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Net foreign currency transaction (gains) losses                                    |                                              |                                           | (6  | )    |        |      | 46  |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Equity in losses of unconsolidated affiliates                                      |                                              |                                           | 71  |      |        |      | 31  |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Gain on sale of equity in joint venture                                            |                                              |                                           |    |      |        |      | (70 | )   
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Other, net                                                                         |                                              |                                           | 17  |      |        |      | 20  |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Change in assets and liabilities:                                                  |                                              |                                           |     |      |        |      |     |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  |                                                                                    | Accounts and notes receivable                |                                           |     | (180 | )      |      |     | (157 | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  |                                                                                    | Subscriber unit and accessory inventory      |                                           |     | (57  | )      |      |     | (10  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  |                                                                                    | Other assets                                 |                                           |     | (54  | )      |      |     | (9   | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  |                                                                                    | Accounts payable, accrued expenses and other |                                           |     | 96   |        |      |     | 266  |      
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|                                                             |                                                                                  |                                                                                    |                                              | Net cash provided by operating activities |     |      | 202    |      |     |      | 146   |  
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|Cash flows from investing activities                         |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Capital expenditures                                                             |                                                                                    |                                              | (1,369                                    | )   |      |        | (906 | )  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Purchases of short-term investments                                              |                                                                                    |                                              | (2,300                                    | )   |      |        | (2   | )  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from maturities and sales of short-term investments                     |                                                                                    |                                              | 1,800                                     |     |      |        |     |    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Payments for acquisitions and purchase of licenses, net of cash
	acquired        |                                                                                    |                                              | (218                                      | )   |      |        | (42  | )  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from sale of assets                                                     |                                                                                    |                                              | 13                                        |     |      |        | 276  |    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Other investments in and advances to affiliates, net                             |                                                                                    |                                              | (1                                        | )   |      |        | (31  | )  
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|                                                             |                                                                                  |                                                                                    |                                              | Net cash used in investing activities     |     |      | (2,075 | )    |     |      | (705  | )
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|Cash flows from financing activities                         |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Borrowings under long-term credit facilities                                     |                                                                                    |                                              | 1,938                                     |     |      |        | 235  |    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Issuance of debt securities                                                      |                                                                                    |                                              | 1,150                                     |     |      |        | 600  |    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Retirement of debt securities                                                    |                                                                                    |                                              | (1,208                                    | )   |      |        |     |    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Sale of stock and exercise of stock options, warrants and other                  |                                                                                    |                                              | 63                                        |     |      |        | 728  |    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from financing obligation                                               |                                                                                    |                                              |                                          |     |      |        | 560  |    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Revolving line of credit repayments, net                                         |                                                                                    |                                              |                                          |     |      |        | (423 | )  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Deferred financing costs                                                         |                                                                                    |                                              | (29                                       | )   |      |        | (31  | )  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Other                                                                            |                                                                                    |                                              | 7                                         |     |      |        | (8   | )  
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|                                                             |                                                                                  |                                                                                    |                                              | Net cash provided by financing activities |     |      | 1,921  |      |     |      | 1,661 |  
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|Effect of exchange rate changes on cash and cash equivalents |                                                                                  |                                                                                    |                                             |                                           |     |      | (5     | )   
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|Net increase in cash and cash equivalents                    |                                                                                  |                                                                                    | 48                                           |                                           |     |      | 1,097  |     
|                                                            
|                                                            
|                                                            
|                                                            
|Cash and cash equivalents, beginning of period               |                                                                                  |                                                                                    | 4,701                                        |                                           |     |      | 321    |     
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|Cash and cash equivalents, end of period                     |                                                                                  | $                                                                                  | 4,749                                        |                                           |     | $    | 1,418  |     
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|Supplemental disclosure of cash flow information             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                  | Cash paid for interest                                                             |                                              | $                                         | 391 |      |        | $    | 121 |     
|                                                             |                                                                                  |                                                                                    |                                              |                                           |     |      |        |     

The accompanying notes are an integral part of these condensed
consolidated financial statements.

6



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited


Note 1.  Basis of Presentation.

As used in these consolidated financial statements, references to
 Nextel, us, our or
we are intended to include Nextel Communications,
Inc. and its consolidated subsidiaries.

Our unaudited condensed consolidated financial statements have
been prepared under the rules and regulations of the Securities
and Exchange Commission and reflect all adjustments that are
necessary for a fair presentation of the results for interim
periods. All adjustments made were normal recurring accruals.

You should read the condensed consolidated financial statements
in conjunction with the consolidated financial statements and
notes contained in our Annual Report on Form 10-K for the
year ended December 31, 1999. You should also read Nextel
International, Inc.s Annual Report on Form 10-K for
the year ended December 31, 1999 and its subsequent
Quarterly Reports on Form 10-Q for matters related to the
operations of Nextel International, our indirect, substantially
wholly owned subsidiary. You should not expect the results of
operations of interim periods to be an indication of the results
for a full year.

Restricted Cash, Cash Equivalents and Short-term
Investments.Nextel International and its subsidiaries
held cash, cash equivalents and short-term investments of
$297 million at June 30, 2000 and $100 million at
December 31, 1999 that were not available to fund any of the
 cash needs of our domestic operations due to restrictions
contained in the indentures related to the 10-year discount notes
 issued by Nextel International in March 1997 and March
1998. At December 31, 1999, restricted cash also included
$1,265 million held in an irrevocable trust to effect the
redemption of our 10.125% senior redeemable discount notes in
January 2000 and the redemption of our 9.75% senior
redeemable discount notes in February 2000 (See Note 3).

Supplemental Cash Flow Information.

|                     |                                                               |               |       |       |  |   |     |     |  
|-------------------- | ------------------------------------------------------------- | ------------- | ----- | ----- |  | - | --- | --- | -
|                     |                                                               |              
|                     |                                                               | Three Months 
|                     |                                                               | Ended        
|                     |                                                               | March 31,    
|                     |                                                               |              
|                     |                                                               | 2000          |       | 1999 
|                     |                                                               |               |       |      
|                     |                                                               |              
|                     |                                                               | (in millions)
|                    
|                    
|                    
|                    
|Capital expenditures |                                                               |               |       |       |  |   |     |    
|                    
|                    
|                    
|                    
|                     | Cash paid for capital expenditures                            |               | $     | 1,369 |  |   | $   | 906 |  
|                    
|                    
|                    
|                    
|                     | Change in capital expenditures accrued and unpaid or financed |               |       | 231   |  |   |     | (43 | )
|                     |                                                               |               |       |       |  |   |     |    
|                     |                                                               | $             | 1,600 |       |  | $ | 863 |    
|                     |                                                               |               |       |       |  |   |     |    
|Interest costs       |                                                               |               |       |       |  |   |     |    
|                    
|                    
|                    
|                    
|                     | Interest expense                                              |               | $     | 579   |  |   | $   | 407 |  
|                    
|                    
|                    
|                    
|                     | Interest capitalized                                          |               |       | 33    |  |   |     | 19  |  
|                     |                                                               |               |       |       |  |   |     |    
|                     |                                                               | $             | 612   |       |  | $ | 426 |    
|                     |                                                               |               |       |       |  |   |     |    

Digital Subscriber Unit and Accessory Sales and Related
Costs.We deliver our wireless service through handset
devices, which we refer to as subscriber units. The loss
generated from the sale of the subscriber units used on our
digital mobile network primarily results from our subsidy of
digital subscriber units and accessories and represents marketing
 costs. Consolidated digital subscriber unit and accessory sales
and the related cost of sales, including current period order
fulfillment and installation related expenses and write

7



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

downs of digital subscriber unit inventory and related
accessories for shrinkage and obsolescence, are classified within
 selling, general and administrative expenses as follows:

|                                            |  |               |      |              |  |      |      |      |  |   |      |   |  |   |      |  
|------------------------------------------- |  | ------------- | ---- | ------------ |  | ---- | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                            |  |               |      |             
|                                            |  | Six Months    |      | Three Months
|                                            |  | Ended         |      | Ended       
|                                            |  | June 30,      |      | June 30,    
|                                            |  |               |      |             
|                                            |  | 2000          |      | 1999         |  | 2000 |      | 1999
|                                            |  |               |      |              |  |      |      |     
|                                            |  |              
|                                            |  | (in millions)
|                                           
|                                           
|                                           
|                                           
|Subscriber unit and accessory sales         |  | $             | 244  |              |  | $    | 228  |      |  | $ | 127  |   |  | $ | 118  |  
|                                           
|                                           
|                                           
|                                           
|Cost of subscriber unit and accessory sales |  |               | 476  |              |  |      | 423  |      |  |   | 262  |   |  |   | 225  |  
|                                            |  |               |      |              |  |      |      |      |  |   |      |   |  |   |      |  
|                                            |  | $             | (232 | )            |  | $    | (195 | )    |  | $ | (135 | ) |  | $ | (107 | )
|                                            |  |               |      |              |  |      |      |      |  |   |      |   |  |   |      |  

New Accounting Pronouncements.In June 1998,
the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for
 Derivative Instruments and Hedging Activities, which, as
amended by SFAS No. 138 in June 2000, establishes
accounting and reporting standards for derivative instruments,
including some derivatives embedded in other contracts, and for
hedging activities by requiring that all derivatives be
recognized on the balance sheet and measured at fair value. In
June 1999, the FASB issued SFAS No. 137, Deferral
 of the Effective Date of FASB Statement No. 133  an
Amendment of FASB Statement No. 133, which deferred
the effective date for us until January 1, 2001. We are in
the process of evaluating the potential impact of this statement
on our financial position and results of operations.

In December 1999, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements, which provides
guidance on the recognition, presentation and disclosure of
revenue in financial statements. The guidelines in SAB
No. 101 must be adopted by the fourth quarter of 2000. Based
 on our current assessment and guidance provided to date by the
Securities and Exchange Commission, we do not believe that SAB
No. 101 will have a material impact on our financial
position and results of operations.

In March 2000, the FASB issued Interpretation No. 44,
Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25,
 which clarifies the application of APB Opinion No. 25 for
certain issues including: (1) the definition of an employee
for purposes of applying APB Opinion No. 25, (2) the
criteria for determining whether a plan qualifies as a
noncompensatory plan, (3) the accounting consequences of
various modifications to the terms of a previously fixed stock
option or award and (4) the accounting for an exchange of stock
compensation awards in a business combination. Interpretation
No. 44 is effective July 1, 2000, but certain
conclusions cover specific events that occur either after
December 15, 1998 or January 12, 2000. We do not expect
 the adoption of this guidance on July 1, 2000 will have a
material impact on our financial position or results of
operations.

In May 2000, the Emerging Issues Task Force reached a
consensus on Issue No. 00-14, Accounting for Certain
Sales Incentives, which addresses the recognition,
measurement and income classification for sales incentives
offered voluntarily by vendors, without cost to consumers, as a
result of a single exchange transaction. We are required to and
will adopt EITF Issue No. 00-14 in the fourth quarter of
2000. We are in the process of evaluating the potential impact of
 this consensus on our financial position and results of
operations.

Reclassifications and Other. Certain prior period
amounts have been reclassified to conform to our current year
presentation. During the first quarter of 2000, we changed the
estimated useful lives of some of our digital mobile network and
non-network assets. The effect of this change in estimate was
additional depreciation expense of about $26 million for the
 six months ended June 30, 2000, including $13 million
for the three months ended June 30, 2000.

8



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 2.  Significant Transactions and Developments.

Stock Split.On May 25, 2000, our stockholders
 approved an increase in the number of authorized shares of our
class A common stock from 515,000,000 to 2,060,000,000 and our
class B common stock from 35,000,000 to 100,000,000, enabling us
to complete a 2-for-1 common stock split effective June 6,
2000, distributed to stockholders of record as of May 26,
2000. Information presented throughout these financial statements
 and related footnotes has been adjusted to reflect the 2-for-1
common stock split.

Note 3.  Long-Term Debt.

|                                                                                                                                                        |  |               |        |              |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | -
|                                                                                                                                                        |  | June 30,      |        | December 31,
|                                                                                                                                                        |  | 2000          |        | 1999        
|                                                                                                                                                        |  |               |        |             
|                                                                                                                                                        |  |              
|                                                                                                                                                        |  | (in millions)
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|9.75% Senior Redeemable Discount Notes due 2004, net of
	unamortized discount of $0                                                                     |  | $             |       |              |  | $ | 876    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|10.125% Senior Redeemable Discount Notes due 2004, net of
	unamortized discount of $40                                                                  |  |               |       |              |  |   | 254    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|13.0% Senior Redeemable Discount Notes due 2007, issued by
	 Nextel International, net of unamortized discount of $205 and
	$252                        |  |               | 746    |              |  |   | 699    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|10.65% Senior Redeemable Discount Notes due 2007, net of
	unamortized discount of $172 and $205                                                         |  |               | 668    |              |  |   | 635    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|9.75% Senior Serial Redeemable Discount Notes due 2007,
	net of unamortized discount of $225 and $267                                                   |  |               | 904    |              |  |   | 862    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|4.75% Convertible Senior Notes due 2007                                                                                                                 |  |               | 354    |              |  |   | 600    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|9.95% Senior Serial Redeemable Discount Notes due 2008,
	net of unamortized discount of $366 and $425                                                   |  |               | 1,261  |              |  |   | 1,202  |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|12.125% Senior Serial Redeemable Discount Notes due 2008,
	issued by Nextel International, net of unamortized discount of
	$204 and $234                |  |               | 526    |              |  |   | 496    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|12.0% Senior Serial Redeemable Notes due 2008, net of
	unamortized discount of $4 and $4                                                                |  |               | 296    |              |  |   | 296    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|9.375% Senior Serial Redeemable Notes due 2009                                                                                                          |  |               | 2,000  |              |  |   | 2,000  |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|5.25% Convertible Senior Notes due 2010                                                                                                                 |  |               | 1,150  |              |  |   |       |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Bank credit facility                                                                                                                                    |  |               | 4,500  |              |  |   | 2,650  |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Nextel International vendor credit facilities                                                                                                           |  |               | 342    |              |  |   | 243    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Nextel Argentina bank credit facility                                                                                                                   |  |               | 100    |              |  |   | 100    |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Nextel Argentina incremental borrowing facility                                                                                                         |  |               | 18     |              |  |   | 8      |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Other                                                                                                                                                   |  |               | 4      |              |  |   | 4      |  
|                                                                                                                                                        |  |               |        |              |  |   |        |  
|                                                                                                                                                        |  |               | 12,869 |              |  |   | 10,925 |  
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Less current portion, including $1,130 in 1999 associated with
	the 9.75% senior notes due 2004 and the 10.125% senior notes due
	2004 redeemed in 2000 |  |               | (68    | )            |  |   | (1,165 | )
|                                                                                                                                                        |  |               |        |              |  |   |        |  
|                                                                                                                                                        |  | $             | 12,801 |              |  | $ | 9,760  |  
|                                                                                                                                                        |  |               |        |              |  |   |        |  

5.25% Convertible Senior Notes due 2010.In the
first quarter of 2000, we completed the issuance and sale of an
aggregate of $1.15 billion in principal amount of our 5.25%
convertible senior notes due 2010, generating about $1.13 billion
 in net cash proceeds. Cash interest is payable on these notes
semi annually on January 15 and July 15 of each year
commencing July 15, 2000. These notes are convertible at the
 option of the holders into class A common stock at any time
prior to redemption, repurchase or maturity at a conversion price
 of $74.40 per share, subject to adjustment. These notes are
redeemable at our option at any time on or after January 18,
 2003 at specified redemption prices plus accrued interest. These
 notes are senior unsecured

9



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

indebtedness of ours and rank equal in right of payment with all
our other unsubordinated, unsecured indebtedness.

Incremental Bank Financing.On March 15, 2000,
 we, along with some of our subsidiaries and some of our lenders,
 established the $1.0 billion incremental senior secured
term loan under our existing domestic bank credit facility. As a
result, the total amount of borrowings available under our bank
credit facility increased from $5.0 billion to
$6.0 billion. We borrowed the entire amount of this
incremental $1.0 billion term loan on March 15, 2000.
The maturity date of this loan is June 30, 2009, although
the maturity date can accelerate if our credit ratings are below
specified levels and if the aggregate amount of specified debt
obligations that mature before June 30, 2009, including the
redemption price of redeemable stock that is mandatorily
redeemable before June 30, 2009, exceed specified amounts.
Loans under the bank credit facility bear interest, payable
quarterly, at variable rates calculated based either on the U.S.
prime rate or the London Interbank Offering Rate, referred to as
LIBOR.

Conversion of 4.75% Convertible Senior Notes.In
late March 2000, we issued about 10 million shares of
class A common stock upon the conversion of about
$246 million of our 4.75% convertible senior notes
representing a conversion price of $23.654 per share. In order to
 induce conversion of these notes prior to redemption, we paid
the note holders about $26 million in cash, representing
$3 million of accrued interest and $23 million of debt
conversion expense in the first quarter of 2000.

Debt Extinguishment.During the first quarter of
2000, we utilized a portion of the proceeds from our 9.375%
senior notes due 2009 to repurchase and redeem prior to final
maturity all of our outstanding 10.125% senior notes and all of
our outstanding 9.75% senior notes. As a result of the early
retirement of these senior notes repurchased and redeemed during
the first quarter of 2000, we recognized an extraordinary loss of
 about $104 million, representing the excess of the purchase
 price over the carrying values of the repurchased and redeemed
notes and the write-off of associated unamortized deferred
financing costs of about $26 million.

Note 4.  Contingencies.

Legal Proceedings  Brazil.Nextel
International entered into a purchase, release and settlement
agreement dated as of July 21, 2000 with the Founders Group,
 who collectively were the minority stockholders in McCaw
International (Brazil), Ltd., an indirect subsidiary of Nextel
International that holds interests in the operating companies
conducting Nextel Internationals wireless business in
Brazil. Under that agreement, on August 4, 2000, Nextel
International (1) made a cash payment to members of the
Founders Group totaling $146 million, (2) received all
of the equity interests held by the Founders Group in McCaw
International (Brazil), Ltd. and (3) exchanged mutual
releases with all the members of the Founders Group. In addition,
 all pending court disputes between Nextel International and
Telcom Ventures, a member of the Founders Group, have been
permanently dismissed. For a description of these disputes, see
our 1999 Annual Report on Form 10-K. As a result, all rights
 of the Founders Group as minority stockholders in McCaw
International (Brazil), Ltd. as described in our Form 10-K,
including their rights to put their equity interests to Nextel
International beginning in October 2001, have terminated.
Nextel International will account for this additional investment
in McCaw International (Brazil), Ltd. using the purchase method.

In the second quarter of 2000, allegations of employment
discrimination and harassment were leveled against us in the
press and some related complaints have been filed with the Equal
Employment Opportunity Commission. We are currently investigating
 these allegations. We currently lack sufficient information
regarding the specific details and other relevant background
concerning the bulk of these alleged complaints to reach any
informed conclusion as to the likely impact or outcome of the
alleged complaints. However, based on the specific claim details
and related investigative results to date, we do not believe that
 the matters that have come to our attention are likely to result
 in material liability to Nextel.

See also Part II, Item 1. Legal Proceedings
 for discussion of other legal matters.

10



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 5.  Mandatorily Redeemable Preferred Stock.

|                                                                                                                                                                                                                                                                                                                            |  |               |       |              |  |   |       | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----- | ------------ |  | - | ----- | 
|                                                                                                                                                                                                                                                                                                                            |  | June 30,      |       | December 31,
|                                                                                                                                                                                                                                                                                                                            |  | 2000          |       | 1999        
|                                                                                                                                                                                                                                                                                                                            |  |               |       |             
|                                                                                                                                                                                                                                                                                                                            |  |              
|                                                                                                                                                                                                                                                                                                                            |  | (in millions)
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|Series D exchangeable preferred stock mandatorily
	redeemable 2009,13% cumulative annual dividend; 709,340 and
	665,376 shares issued; 709,329 and 665,365 shares outstanding;
	stated at liquidation value                                                                                                                 |  | $             | 729   |              |  | $ | 683   | 
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|Series E exchangeable preferred stock mandatorily
	redeemable 2010,11.125% cumulative annual dividend; 961,201
	and 909,871 shares issued; 961,187 and 909,857 shares
	outstanding; stated at liquidation value                                                                                                             |  |               | 975   |              |  |   | 922   | 
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                           
|Zero coupon convertible preferred stock mandatorily redeemable
	 2013,no dividend; convertible into 4,779,386 and 11,523,529
	 shares of class A common stock; 245,245 and 591,308 shares
	issued and outstanding; stated at fair value when issued plus
	accretion of liquidation preference at 9.25% compounded quarterly |  |               | 71    |              |  |   | 165   | 
|                                                                                                                                                                                                                                                                                                                            |  |               |       |              |  |   |       | 
|                                                                                                                                                                                                                                                                                                                            |  | $             | 1,775 |              |  | $ | 1,770 | 
|                                                                                                                                                                                                                                                                                                                            |  |               |       |              |  |   |       | 

Conversion of Zero Coupon Convertible Preferred Stock
Mandatorily Redeemable 2013.During the first half of
2000, we issued about 6.7 million shares of class A common
stock upon the conversion of about $98 million in total
accreted value of our zero coupon convertible preferred stock
mandatorily redeemable in 2013, representing the original stated
conversion rate, adjusted for the effect of the stock split, of
19.4882 shares of class A common stock for each share of zero
coupon convertible preferred stock.

11



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 6.  Segment Reporting.

We operate in two business segments: domestic and international.
These reportable segments are strategic business units that are
in different phases of development and that we manage and have
financed separately based on the fundamental differences in their
 operations. We evaluate performance of these segments and
allocate resources to them based on earnings (losses) before
 interest, taxes, depreciation and amortization and other
non-recurring charges, referred to as segment earnings (losses).

|                                                      |  |                          |       |                          |  |              |      |          |  |               |       |              |  |   |       |   |  |   |      |   |  |   |       |  
|----------------------------------------------------- |  | ------------------------ | ----- | ------------------------ |  | ------------ | ---- | -------- |  | ------------- | ----- | ------------ |  | - | ----- | - |  | - | ---- | - |  | - | ----- | -
|                                                      |  |                          |       |                         
|                                                      |  | For the Six Months Ended |       | For the Six Months Ended
|                                                      |  | June 30, 2000            |       | June 30, 1999           
|                                                      |  |                          |       |                         
|                                                      |  | Domestic                 |       | International            |  | Consolidated |      | Domestic |  | International |       | Consolidated
|                                                      |  |                          |       |                          |  |              |      |          |  |               |       |             
|                                                      |  |                         
|                                                      |  | (in millions)           
|                                                     
|                                                     
|                                                     
|                                                     
|Operating revenues                                    |  | $                        | 2,228 |                          |  | $            | 111  |          |  | $             | 2,339 |              |  | $ | 1,415 |   |  | $ | 42   |   |  | $ | 1,457 |  
|                                                      |  |                          |       |                          |  |              |      |          |  |               |       |              |  |   |       |   |  |   |      |   |  |   |       |  
|Segment earnings (losses)                             |  | $                        | 585   |                          |  | $            | (67  | )        |  | $             | 518   |              |  | $ | 237   |   |  | $ | (93  | ) |  | $ | 144   |  
|                                                     
|                                                     
|                                                     
|                                                     
|Depreciation and amortization                         |  |                          | (518  | )                        |  |              | (65  | )        |  |               | (583  | )            |  |   | (419  | ) |  |   | (52  | ) |  |   | (471  | )
|                                                     
|                                                     
|                                                     
|                                                     
|Interest expense                                      |  |                          | (472  | )                        |  |              | (107 | )        |  |               | (579  | )            |  |   | (325  | ) |  |   | (82  | ) |  |   | (407  | )
|                                                     
|                                                     
|                                                     
|                                                     
|Interest income                                       |  |                          | 182   |                          |  |              | 5    |          |  |               | 187   |              |  |   | 9     |   |  |   | 3    |   |  |   | 12    |  
|                                                     
|                                                     
|                                                     
|                                                     
|Equity in losses of unconsolidated affiliates         |  |                          | (54   | )                        |  |              | (17  | )        |  |               | (71   | )            |  |   | (20   | ) |  |   | (11  | ) |  |   | (31   | )
|                                                     
|                                                     
|                                                     
|                                                     
|Foreign currency transaction gains (losses), net      |  |                          |      |                          |  |              | 6    |          |  |               | 6     |              |  |   |      |   |  |   | (46  | ) |  |   | (46   | )
|                                                     
|                                                     
|                                                     
|                                                     
|Other income (expense), net                           |  |                          | (18   | )                        |  |              | 4    |          |  |               | (14   | )            |  |   | 62    |   |  |   | 13   |   |  |   | 75    |  
|                                                      |  |                          |       |                          |  |              |      |          |  |               |       |              |  |   |       |   |  |   |      |   |  |   |       |  
|Loss before income tax benefit and extraordinary item |  | $                        | (295  | )                        |  | $            | (241 | )        |  | $             | (536  | )            |  | $ | (456  | ) |  | $ | (268 | ) |  | $ | (724  | )
|                                                      |  |                          |       |                          |  |              |      |          |  |               |       |              |  |   |       |   |  |   |      |   |  |   |       |  
|Capital expenditures                                  |  | $                        | 1,347 |                          |  | $            | 253  |          |  | $             | 1,600 |              |  | $ | 771   |   |  | $ | 92   |   |  | $ | 863   |  
|                                                      |  |                          |       |                          |  |              |      |          |  |               |       |              |  |   |       |   |  |   |      |   |  |   |       |  

|                                                      |  |                            |       |                            |  |              |      |          |  |               |       |              |  |   |      |   |  |   |      |   |  |   |      |  
|----------------------------------------------------- |  | -------------------------- | ----- | -------------------------- |  | ------------ | ---- | -------- |  | ------------- | ----- | ------------ |  | - | ---- | - |  | - | ---- | - |  | - | ---- | -
|                                                      |  |                            |       |                           
|                                                      |  | For the Three Months Ended |       | For the Three Months Ended
|                                                      |  | June 30, 2000              |       | June 30, 1999             
|                                                      |  |                            |       |                           
|                                                      |  | Domestic                   |       | International              |  | Consolidated |      | Domestic |  | International |       | Consolidated
|                                                      |  |                            |       |                            |  |              |      |          |  |               |       |             
|                                                      |  |                           
|                                                      |  | (in millions)             
|                                                     
|                                                     
|                                                     
|                                                     
|Operating revenues                                    |  | $                          | 1,196 |                            |  | $            | 64   |          |  | $             | 1,260 |              |  | $ | 771  |   |  | $ | 22   |   |  | $ | 793  |  
|                                                      |  |                            |       |                            |  |              |      |          |  |               |       |              |  |   |      |   |  |   |      |   |  |   |      |  
|Segment earnings (losses)                             |  | $                          | 323   |                            |  | $            | (33  | )        |  | $             | 290   |              |  | $ | 155  |   |  | $ | (46  | ) |  | $ | 109  |  
|                                                     
|                                                     
|                                                     
|                                                     
|Depreciation and amortization                         |  |                            | (271  | )                          |  |              | (32  | )        |  |               | (303  | )            |  |   | (215 | ) |  |   | (28  | ) |  |   | (243 | )
|                                                     
|                                                     
|                                                     
|                                                     
|Interest expense                                      |  |                            | (246  | )                          |  |              | (55  | )        |  |               | (301  | )            |  |   | (165 | ) |  |   | (44  | ) |  |   | (209 | )
|                                                     
|                                                     
|                                                     
|                                                     
|Interest income                                       |  |                            | 99    |                            |  |              | 5    |          |  |               | 104   |              |  |   | 7    |   |  |   | 1    |   |  |   | 8    |  
|                                                     
|                                                     
|                                                     
|                                                     
|Equity in losses of unconsolidated affiliates         |  |                            | (26   | )                          |  |              | (10  | )        |  |               | (36   | )            |  |   | (19  | ) |  |   | (6   | ) |  |   | (25  | )
|                                                     
|                                                     
|                                                     
|                                                     
|Foreign currency transaction (losses) gains, net      |  |                            |      |                            |  |              | (6   | )        |  |               | (6    | )            |  |   |     |   |  |   | 21   |   |  |   | 21   |  
|                                                     
|                                                     
|                                                     
|                                                     
|Other income, net                                     |  |                            | 2     |                            |  |              | 1    |          |  |               | 3     |              |  |   | 64   |   |  |   |     |   |  |   | 64   |  
|                                                      |  |                            |       |                            |  |              |      |          |  |               |       |              |  |   |      |   |  |   |      |   |  |   |      |  
|Loss before income tax benefit and extraordinary item |  | $                          | (119  | )                          |  | $            | (130 | )        |  | $             | (249  | )            |  | $ | (173 | ) |  | $ | (102 | ) |  | $ | (275 | )
|                                                      |  |                            |       |                            |  |              |      |          |  |               |       |              |  |   |      |   |  |   |      |   |  |   |      |  
|Capital expenditures                                  |  | $                          | 686   |                            |  | $            | 137  |          |  | $             | 823   |              |  | $ | 394  |   |  | $ | 43   |   |  | $ | 437  |  
|                                                      |  |                            |       |                            |  |              |      |          |  |               |       |              |  |   |      |   |  |   |      |   |  |   |      |  

12



---



##### Table of Contents



NEXTEL COMMUNICATIONS, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                   |  |                                        |        |  |  |   |       |  |  |   |        |  |  |   |        |  |  |   |       |  |  |   |        | 
|---------------------------------- |  | -------------------------------------- | ------ |  |  | - | ----- |  |  | - | ------ |  |  | - | ------ |  |  | - | ----- |  |  | - | ------ | 
|                                   |  |                                        |        |  |  |   |       | 
|                                   |  | As of June 30, 2000                    |        |  |  |   |       | 
|                                   |  |                                        |        |  |  |   |       | 
|                                   |  | As of December 31, 1999 ) (in millions
|                                  
|                                  
|                                  
|                                  
|                                  
|Property, plant and equipment, net |  | $                                      | 6,540  |  |  | $ | 755   |  |  | $ | 7,295  |  |  | $ | 5,613  |  |  | $ | 539   |  |  | $ | 6,152  | 
|                                   |  |                                        |        |  |  |   |       |  |  |   |        |  |  |   |        |  |  |   |       |  |  |   |        | 
|Identifiable assets                |  | $                                      | 18,168 |  |  | $ | 2,124 |  |  | $ | 20,292 |  |  | $ | 16,728 |  |  | $ | 1,682 |  |  | $ | 18,410 | 
|                                   |  |                                        |        |  |  |   |       |  |  |   |        |  |  |   |        |  |  |   |       |  |  |   |        | 

Note 7.  Subsequent Events.

Debt Issuance.As more fully discussed in
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations  C. Post
 Second Quarter Transactions and Developments, in
August 2000, Nextel International completed the issuance and
 sale in a private placement of an aggregate of $650 million
 in principal amount of its 12.75% senior serial notes due 2010,
generating about $624 million in net cash proceeds.

GECC Sale Leaseback.On August 10, 2000, we
completed a sale-leaseback transaction involving some of our
owned switch equipment that will be accounted for as a capital
lease. Total net proceeds were about $280 million.

13



---



##### Table of Contents






Item 2.  Managements Discussion and
Analysis of Financial Condition and Results of Operations.

A.  Overview.

The following discussion of our condensed consolidated financial
condition and results of operations for the six-and three-month
periods ended June 30, 2000 and 1999, and significant
factors that could affect our prospective financial condition and
 results of operations, should be read in conjunction with our
1999 Annual Report on Form 10-K. Additional information
regarding our international operations is available in Nextel
Internationals 1999 Annual Report on Form 10-K and its
 subsequent Quarterly Reports on Form 10-Q.

We provide a wide array of digital wireless communications
services throughout the United States. We offer a differentiated,
 integrated package of digital wireless communications services
under the Nextel brand name, primarily to business users. Our
digital mobile network constitutes one of the largest integrated
wireless communications systems utilizing a single transmission
technology in the United States. This digital technology,
developed by Motorola, Inc., is referred to as the integrated
Digital Enhanced Network, or iDEN®, technology.

A customer using our digital mobile network is able to access:



| |   |                                                                                                   
| | - | --------------------------------------------------------------------------------------------------
| |  | digital mobile telephone service;                                                                 
|
| |  | digital two-way radio dispatch service, which is marketed as
	Nextel Direct Connect® service;   
|
| |  | the Internet and new digital two-way mobile data services,
	marketed as Nextel OnlineSM service;
|
| |  | paging; and                                                                                       
|
| |  | short-messaging service.                                                                          

As of June 30, 2000:



| |   |                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we provided service to about 5,616,600 digital subscriber units
	in the United States, adding about 560,600 net subscriber units
	during the quarter; and                                                                                                     
|
| |  | our digital mobile network or the compatible digital mobile
	network of Nextel Partners, Inc., a joint venture in which we are
	 a participant, was operational in areas in and around 98 of the
	top 100 metropolitan statistical areas in the United States.

On April 25, 2000, we commercially launched our Nextel
Online service offering, which is currently available in a
majority of our markets, for Internet capable subscriber units
developed and manufactured by Motorola, the
i1000plus, the i500plus, and
the i700plus. These new subscriber units are
the first in a product line that incorporates micro-browsers and
enables wireless Internet services, by supplying web-based
applications and content directly to our subscribers. On
June 20, 2000, we commercially launched our Nextel Online
Two-Way Messaging service that enables Internet capable
subscriber units to send, receive and respond to text messages.

On April 3, 2000, we launched our Nextel WorldwideSM service offering with the introduction of the
i2000 subscriber unit. The i2000, being
manufactured by Motorola, is a dual mode subscriber unit that
operates on both the iDEN technology used by Nextel and the
Global System for Mobile Communications, referred to as GSM, 900
MHz digital wireless technology that has been established as the
current digital cellular communications standard in Europe and
elsewhere. As of July 31, 2000, the i2000 allowed digital
roaming in more than 70 countries worldwide with the convenience
of one phone, one number and one bill.

In addition to our domestic operations, we have ownership
interests in international wireless companies through our
substantially wholly owned subsidiary, Nextel International.
Nextel International, through its subsidiaries and affiliates,
provides wireless communications services in and around various
major metropolitan market areas in Latin American, Asia and
Canada. As of June 30, 2000, along with Nextel
International, we provided our service in nine of the
worlds 25 largest cities.

As of June 30, 2000, an estimated 1,225,900 international
digital subscriber units were in service on the commercial
networks then being operated by Nextel Internationals
subsidiaries and affiliates in Argentina,

14



---



##### Table of Contents





Subsequent to June 30, 2000, Nextel International completed
transactions that increased its direct and indirect ownership
interests in our Philippines affiliate from about 38% to about
51% and in Brazil from about 92% to 100%. As a result of the
Brazilian transaction, Nextel Internationals ownership
interest in all of its Latin American subsidiaries is 100%. If
all of these transactions had occurred as of June 30, 2000,
Nextel Internationals proportionate share of international
digital subscriber units in service, based on its pro forma
proportionate ownership interest, would have been about 599,900
digital subscriber units in service.

B.  Second Quarter Transactions and Developments.

1.  Purchase of Common Equity Shares in Companies in
Brazil, Peru and Chile.In May 2000, Nextel
International purchased another stockholders interest in
Nextel del Peru, S.A. for about $3 million in cash and
increased its ownership from about 63% to about 69%.

Also in May 2000, Nextel International purchased all the
equity interests of Motorola International Development
Corporation, referred to as Motorola International, in Nextel del
 Peru, S.A., increasing its ownership interest from about 69% to
100%. At the same time, Nextel International purchased all of
Motorola Internationals equity interests in Nextel
Internationals Brazilian operations, increasing its
ownership from about 88% to 92%. In August 2000, Nextel
International purchased the remaining 8% from the other minority
stockholders, as described below, increasing its ownership
interest to 100%. In May 2000, Nextel International also
purchased all of Motorola Internationals equity interests
in three Chilean analog companies, which were wholly owned by
Motorola International. Nextel International has entered into an
agreement with Motorola International to manage these three
companies during a transition period. The aggregate purchase
price paid to Motorola International for these acquisitions in
Brazil, Peru and Chile was about $78 million in cash.

2.  Stock Split.On May 25, 2000, our
stockholders approved an increase in the number of authorized
shares of our class A common stock from 515,000,000 to
2,060,000,000 and our class B common stock from 35,000,000 to
100,000,000, enabling us to complete a 2-for-1 common stock split
 effective June 6, 2000, distributed to stockholders of
record as of May 26, 2000. Except where noted otherwise,
information presented throughout this quarterly report has been
adjusted to reflect this 2-for-1 common stock split.

C.  Post Second Quarter Transactions and
Developments.

1.  12.75% Senior Serial Notes due 2010.In
August 2000, Nextel International completed the issuance and
 sale in a private placement of an aggregate of $650 million in
principal amount of its 12.75% senior serial redeemable notes due
 2010, generating about $624 million in net cash proceeds.
Cash interest is payable semi annually beginning February 1,
 2001 at a rate of 12.75% per year. The senior serial notes are
redeemable in whole or in part, at Nextel Internationals
option, at any time on or after August 1, 2005 at specified
redemption prices plus accrued and unpaid interest. Up to 35% of
the original principal amount of these outstanding senior serial
notes may be redeemed (using the proceeds of specified kinds of
Nextel Internationals capital stock) on or prior to
August 1, 2003, at Nextel Internationals option under
specified circumstances, at 112.75% of their principal amount
plus accrued and unpaid interest to the date of redemption. These
 notes are senior unsecured indebtedness of Nextel International
and rank equal in right of payment with all Nextel
Internationals other unsubordinated, unsecured
indebtedness. Because these notes were issued in a private
placement, they may not be offered or sold in the United States
absent an effective registration statement or an applicable
exemption from the registration requirements of the Securities
Act of 1933. In the event that these notes are not registered
with the Securities and Exchange Commission prior to
February 1, 2001, additional incremental interest on the
principal amount of these notes will accrue until they are
registered or other requirements are met.

2.  Brazil Ownership.Nextel International
entered into a purchase, release and settlement agreement dated
as of July 21, 2000 with the Founders Group, who
collectively were the minority stockholders in McCaw
International (Brazil), Ltd., an indirect subsidiary of Nextel
International that holds interests in the operating

15



---



##### Table of Contents





3.  GECC Sale Leaseback.On August 10,
2000, we completed a sale-leaseback transaction involving some of
 our owned switch equipment that will be accounted for as a
capital lease. Total net proceeds were about $280 million.

D.  Results of Operations.

The following discussion compares our condensed consolidated
financial condition and results of operations for the six-and
three-month periods ended June 30, 2000 and 1999, and
describes significant factors that could affect our prospective
financial condition and results of operations.

Historical results may not indicate future performance. See
F. Our Forward Looking Statements Are Subject to a Variety
of Factors that Could Cause Actual Results to Differ Materially
From Current Beliefs.

1.  Operating Revenues.

Operating revenues include service revenues, which consist
primarily of charges for airtime usage and monthly network access
 fees from providing mobile wireless services.

|                   |               |                       |       |              |  |          |     |              |   |               |       |         |  |  |     |    |   |   |     |     |  |  |    |     |  
|------------------ | ------------- | --------------------- | ----- | ------------ |  | -------- | --- | ------------ | - | ------------- | ----- | ------- |  |  | --- | -- | - | - | --- | --- |  |  | -- | --- | -
|                   |               |                       |       |              |  |          |     |              |   |              
|                   |               |                       |       | % of         |  |          |     | % of         |   | Increase from
|                   |               |                       |       | Consolidated |  |          |     | Consolidated |   | Previous Year
|                   |               | June 30,              |       | Operating    |  | June 30, |     | Operating    |   |              
|                   |               | 2000                  |       | Revenues     |  | 1999     |     | Revenues     |   | Dollars       |       | Percent
|                   |               |                       |       |              |  |          |     |              |   |               |       |        
|                   |               |                      
|                   |               | (dollars in millions)
|Six Months ended   |               |                       |       |              |  |          |     |              |   |               |       |         |  |  |     |    |   |   |     |     |  |  |    |    
|                  
|                  
|                  
|                  
|Operating revenues |               | $                     | 2,339 |              |  |          | 100 | %            |   | $             | 1,457 |         |  |  | 100 | %  |   | $ | 882 |     |  |  | 61 | %  
|                  
|                  
|                  
|                  
|                   | Domestic      |                       |       | 2,228        |  |          |     | 95           | % |               |       | 1,415   |  |  |     | 97 | % |   |     | 813 |  |  |    | 57  | %
|                  
|                  
|                  
|                  
|                   | International |                       |       | 111          |  |          |     | 5            | % |               |       | 42      |  |  |     | 3  | % |   |     | 69  |  |  |    | 164 | %
|Three Months ended |               |                       |       |              |  |          |     |              |   |               |       |         |  |  |     |    |   |   |     |     |  |  |    |    
|                  
|                  
|                  
|                  
|Operating revenues |               | $                     | 1,260 |              |  |          | 100 | %            |   | $             | 793   |         |  |  | 100 | %  |   | $ | 467 |     |  |  | 59 | %  
|                  
|                  
|                  
|                  
|                   | Domestic      |                       |       | 1,196        |  |          |     | 95           | % |               |       | 771     |  |  |     | 97 | % |   |     | 425 |  |  |    | 55  | %
|                  
|                  
|                  
|                  
|                   | International |                       |       | 64           |  |          |     | 5            | % |               |       | 22      |  |  |     | 3  | % |   |     | 42  |  |  |    | 191 | %

Domestic operating revenues increased principally as a result of
a 56% increase in end-of-period domestic digital subscriber units
 in service for about 3,592,900 at June 30, 1999 to about
5,616,600 at June 30, 2000. In addition, we experienced a
77% increase in total system minutes of use. The growth in
digital subscriber units in service is the result of a number of
factors, principally:



| |   |                                                                                   
| | - | ----------------------------------------------------------------------------------
| |  | expanded network coverage and capacity;                                           
|
| |  | differentiated products and services including instant
	conferencing capabilities;
|
| |  | an increased number of indirect distributors;                                     
|
| |  | increased consumer awareness and acceptance of wireless
	communications;          
|
| |  | pricing plans targeted at particular market segments; and                         
|
| |  | increased sales force and marketing staff.                                        

16



---



##### Table of Contents



Operating revenues for our international operations increased
primarily as a result of a 205% increase in end-of-period digital
 subscriber units in service for our consolidated international
subsidiaries, primarily in Brazil, Mexico and Argentina, from
154,000 at June 30, 1999 to 469,100 at June 30, 2000.

2.  Cost of Revenues.

Cost of revenues consists primarily of network operating costs,
including site rent and utilities, and interconnection fees
assessed by local exchange carriers.

|                   |               |          |     |              |  |                       |    |              |   |               |     |         |  |  |    |    |   |   |     |     |  |  |    |    |  
|------------------ | ------------- | -------- | --- | ------------ |  | --------------------- | -- | ------------ | - | ------------- | --- | ------- |  |  | -- | -- | - | - | --- | --- |  |  | -- | -- | -
|                   |               |          |     |              |  |                       |    |              |   |              
|                   |               |          |     | % of         |  |                       |    | % of         |   | Increase from
|                   |               |          |     | Consolidated |  |                       |    | Consolidated |   | Previous Year
|                   |               | June 30, |     | Operating    |  | June 30,              |    | Operating    |   |              
|                   |               | 2000     |     | Revenues     |  | 1999                  |    | Revenues     |   | Dollars       |     | Percent
|                   |               |          |     |              |  |                       |    |              |   |               |     |        
|                   |               |          |     |              |  |                       |    |              |   |              
|                   |               |          |     |              |  | (dollars in millions) |    |              |   |              
|Six Months ended   |               |          |     |              |  |                       |    |              |   |               |     |         |  |  |    |    |   |   |     |     |  |  |    |   
|                  
|                  
|                  
|                  
|Cost of revenues   |               | $        | 474 |              |  |                       | 20 | %            |   | $             | 329 |         |  |  | 23 | %  |   | $ | 145 |     |  |  | 44 | % 
|                  
|                  
|                  
|                  
|                   | Domestic      |          |     | 445          |  |                       |    | 19           | % |               |     | 311     |  |  |    | 22 | % |   |     | 134 |  |  |    | 43 | %
|                  
|                  
|                  
|                  
|                   | International |          |     | 29           |  |                       |    | 1            | % |               |     | 18      |  |  |    | 1  | % |   |     | 11  |  |  |    | 61 | %
|Three Months ended |               |          |     |              |  |                       |    |              |   |               |     |         |  |  |    |    |   |   |     |     |  |  |    |   
|                  
|                  
|                  
|                  
|Cost of revenues   |               | $        | 260 |              |  |                       | 20 | %            |   | $             | 166 |         |  |  | 21 | %  |   | $ | 94  |     |  |  | 57 | % 
|                  
|                  
|                  
|                  
|                   | Domestic      |          |     | 245          |  |                       |    | 19           | % |               |     | 157     |  |  |    | 20 | % |   |     | 88  |  |  |    | 56 | %
|                  
|                  
|                  
|                  
|                   | International |          |     | 15           |  |                       |    | 1            | % |               |     | 9       |  |  |    | 1  | % |   |     | 6   |  |  |    | 67 | %

Domestic cost of revenues increased primarily as a result of a
51% increase in the number of digital switches in service and a
53% increase in digital cell sites and related equipment placed
in service from June 30, 1999 to June 30, 2000, as well
 as increases in airtime usage. Increased airtime usage resulted
from increased digital subscriber units in service and increased
interconnect minutes of use per customer. Domestic cost of
revenues as a percentage of consolidated operating revenues
decreased due to the economies of scale achieved as a result of
increases in system usage.

The increase in international cost of revenues is attributable
primarily to an increase in the number of cell sites placed in
service from June 30, 1999 to June 30, 2000, as well as
 increases in costs to support increased airtime usage resulting
from additional subscriber units in service.

3.  Selling, General and Administrative Expenses.

|                                    |                            |          |       |              |  |                       |    |              |   |               |     |         |  |  |    |    |   |   |     |     |  |  |    |    |  
|----------------------------------- | -------------------------- | -------- | ----- | ------------ |  | --------------------- | -- | ------------ | - | ------------- | --- | ------- |  |  | -- | -- | - | - | --- | --- |  |  | -- | -- | -
|                                    |                            |          |       |              |  |                       |    |              |   |              
|                                    |                            |          |       | % of         |  |                       |    | % of         |   | Increase from
|                                    |                            |          |       | Consolidated |  |                       |    | Consolidated |   | Previous Year
|                                    |                            | June 30, |       | Operating    |  | June 30,              |    | Operating    |   |              
|                                    |                            | 2000     |       | Revenues     |  | 1999                  |    | Revenues     |   | Dollars       |     | Percent
|                                    |                            |          |       |              |  |                       |    |              |   |               |     |        
|                                    |                            |          |       |              |  |                       |    |              |   |              
|                                    |                            |          |       |              |  | (dollars in millions) |    |              |   |              
|Six Months ended                    |                            |          |       |              |  |                       |    |              |   |               |     |         |  |  |    |    |   |   |     |     |  |  |    |   
|                                   
|                                   
|                                   
|                                   
|Selling, general and administrative |                            | $        | 1,347 |              |  |                       | 58 | %            |   | $             | 984 |         |  |  | 67 | %  |   | $ | 363 |     |  |  | 37 | % 
|                                   
|                                   
|                                   
|                                   
|                                    | Selling and marketing      |          |       | 811          |  |                       |    | 35           | % |               |     | 601     |  |  |    | 41 | % |   |     | 210 |  |  |    | 35 | %
|                                   
|                                   
|                                   
|                                   
|                                    | General and administrative |          |       | 536          |  |                       |    | 23           | % |               |     | 383     |  |  |    | 26 | % |   |     | 153 |  |  |    | 40 | %
|Three Months ended                  |                            |          |       |              |  |                       |    |              |   |               |     |         |  |  |    |    |   |   |     |     |  |  |    |   
|                                   
|                                   
|                                   
|                                   
|Selling, general and administrative |                            | $        | 710   |              |  |                       | 56 | %            |   | $             | 518 |         |  |  | 65 | %  |   | $ | 192 |     |  |  | 37 | % 
|                                   
|                                   
|                                   
|                                   
|                                    | Selling and marketing      |          |       | 423          |  |                       |    | 33           | % |               |     | 317     |  |  |    | 40 | % |   |     | 106 |  |  |    | 33 | %
|                                   
|                                   
|                                   
|                                   
|                                    | General and administrative |          |       | 287          |  |                       |    | 23           | % |               |     | 201     |  |  |    | 25 | % |   |     | 86  |  |  |    | 43 | %

Selling, general and administrative expenses declined as a
percentage of consolidated revenues as a result of an increased
revenue base.

The increase in selling, general and administrative expenses
consisted of an increase in domestic expenses of
$331 million and an increase in international expenses of
$32 million for the six-month period ended June 30,
2000, and an increase in domestic expenses of $169 million
and an increase in international expenses of $23 million for
 the three-month period ended June 30, 2000.

17



---



##### Table of Contents



The increase in selling and marketing expenses in the six- and
three-month periods ended June 30, 2000 from comparable 1999
 periods consists primarily of increased costs incurred in
connection with higher consolidated sales of digital subscriber
units including:



| |   |                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | $93 million and $43 million of increased consolidated
	advertising and marketing expenses, including $27 million
	and $19 million relating to international operations, due to
	 aggressive marketing campaigns directed at growing the customer
	base;                                
|
| |  | $80 million and $35 million of increased domestic
	commissions and residuals earned by indirect dealers and
	distributors as a result of increased digital subscriber unit
	sales through, and increased reliance on, indirect dealers and
	distributors; and                          
|
| |  | $37 million and $28 million of increased losses due to
	subsidies generated from increased consolidated sales of digital
	subscriber units and related accessories, including increased
	losses of $15 million and $8 million relating to
	international digital subscriber unit sales.

The increase in general and administrative expenses during the
six- and three-month periods ended June 30, 2000 from the
comparable 1999 periods is primarily attributable to the
following:



| |   |                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | $97 million and $57 million of increased domestic
	expenses related to billing, collection, customer care and
	customer retention activities to support a larger customer base;                                                    
|
| |  | $66 million and $33 million of increased domestic
	personnel, facilities and general corporate expenses primarily
	reflecting increased staffing for back-office activities required
	 to serve the larger customer base; offset by
|
| |  | $10 million and $4 million of decreased international
	expenses primarily due to decreases in bad debt expenses.                                                                                                                   

The aggregate amount of selling, general and administrative
expenses are expected to increase both domestically and
internationally as a result of a number of factors, including but
 not limited to:



| |   |                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| |  | continuing aggressive advertising and marketing campaigns;                                                                                  
|
| |  | increasing costs associated with customer retention;                                                                                        
|
| |  | increasing sales and marketing, customer care and back-office
	support staffing; and                                                        
|
| |  | increasing aggregate amounts of digital subscriber unit subsidies
	 as we sell additional digital subscriber units and related
	accessories.

4.  Depreciation and Amortization.

|                              |              |                       |     |              |  |          |    |              |   |                 |     |         |  |  |    |    |   |   |     |     |   |  |    |    |   
|----------------------------- | ------------ | --------------------- | --- | ------------ |  | -------- | -- | ------------ | - | --------------- | --- | ------- |  |  | -- | -- | - | - | --- | --- | - |  | -- | -- | --
|                              |              |                       |     |              |  |          |    |              |   |                
|                              |              |                       |     |              |  |          |    |              |   | Increase       
|                              |              |                       |     | % of         |  |          |    | % of         |   | (Decrease) from
|                              |              |                       |     | Consolidated |  |          |    | Consolidated |   | Previous Year  
|                              |              | June 30,              |     | Operating    |  | June 30, |    | Operating    |   |                
|                              |              | 2000                  |     | Revenues     |  | 1999     |    | Revenues     |   | Dollars         |     | Percent
|                              |              |                       |     |              |  |          |    |              |   |                 |     |        
|                              |              |                      
|                              |              | (dollars in millions)
|Six Months ended              |              |                       |     |              |  |          |    |              |   |                 |     |         |  |  |    |    |   |   |     |     |   |  |    |   
|                             
|                             
|                             
|                             
|Depreciation and amortization |              | $                     | 583 |              |  |          | 25 | %            |   | $               | 471 |         |  |  | 32 | %  |   | $ | 112 |     |   |  | 24 | % 
|                             
|                             
|                             
|                             
|                              | Depreciation |                       |     | 488          |  |          |    | 21           | % |                 |     | 367     |  |  |    | 25 | % |   |     | 121 |   |  |    | 33 | % 
|                             
|                             
|                             
|                             
|                              | Amortization |                       |     | 95           |  |          |    | 4            | % |                 |     | 104     |  |  |    | 7  | % |   |     | (9  | ) |  |    | (9 | )%
|Three Months ended            |              |                       |     |              |  |          |    |              |   |                 |     |         |  |  |    |    |   |   |     |     |   |  |    |   
|                             
|                             
|                             
|                             
|Depreciation and amortization |              | $                     | 303 |              |  |          | 24 | %            |   | $               | 243 |         |  |  | 31 | %  |   | $ | 60  |     |   |  | 25 | % 
|                             
|                             
|                             
|                             
|                              | Depreciation |                       |     | 255          |  |          |    | 20           | % |                 |     | 192     |  |  |    | 24 | % |   |     | 63  |   |  |    | 33 | % 
|                             
|                             
|                             
|                             
|                              | Amortization |                       |     | 48           |  |          |    | 4            | % |                 |     | 51      |  |  |    | 7  | % |   |     | (3  | ) |  |    | (6 | )%

Depreciation and amortization increased primarily due to the
increase in depreciation as a result of placing into service, as
well as modifying, additional cell sites and switches in existing
 domestic and international markets primarily to enhance the
coverage and capacity of our digital mobile networks. System
assets relating to the development and expansion of the digital
mobile networks, both domestically and internationally, represent
 the largest portion of capital expenditures during the period.
Depreciation begins when system assets are placed into service in
 the relevant markets.

18



---



##### Table of Contents



During the first quarter of 2000, we changed the estimated useful
 lives of some of our digital mobile network and non-network
assets. The effect of this change in estimate was additional
depreciation expense of about $26 million for the six months
 ended June 30, 2000, including $13 million for the
three months ended June 30, 2000.

5.  Segment Earnings (Losses), Interest Expense,
Interest Income and Other.

|                                                  |               |                       |     |              |   |          |    |              |    |                 |     |         |   |  |    |    |    |   |     |     |   |  |      |     |   
|------------------------------------------------- | ------------- | --------------------- | --- | ------------ | - | -------- | -- | ------------ | -- | --------------- | --- | ------- | - |  | -- | -- | -- | - | --- | --- | - |  | ---- | --- | --
|                                                  |               |                       |     |              |   |          |    |              |    |                
|                                                  |               |                       |     |              |   |          |    |              |    | Increase       
|                                                  |               |                       |     | % of         |   |          |    | % of         |    | (Decrease) from
|                                                  |               |                       |     | Consolidated |   |          |    | Consolidated |    | Previous Year  
|                                                  |               | June 30,              |     | Operating    |   | June 30, |    | Operating    |    |                
|                                                  |               | 2000                  |     | Revenues     |   | 1999     |    | Revenues     |    | Dollars         |     | Percent
|                                                  |               |                       |     |              |   |          |    |              |    |                 |     |        
|                                                  |               |                      
|                                                  |               | (dollars in millions)
|Six Months ended                                  |               |                       |     |              |   |          |    |              |    |                 |     |         |   |  |    |    |    |   |     |     |   |  |      |    
|                                                 
|                                                 
|                                                 
|                                                 
|Segment earnings (losses)                         |               | $                     | 518 |              |   |          | 22 | %            |    | $               | 144 |         |   |  | 10 | %  |    | $ | 374 |     |   |  | 260  | %  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Domestic      |                       |     | 585          |   |          |    | 25           | %  |                 |     | 237     |   |  |    | 16 | %  |   |     | 348 |   |  |      | 147 | % 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | International |                       |     | (67          | ) |          |    | (3           | )% |                 |     | (93     | ) |  |    | (6 | )% |   |     | (26 | ) |  |      | (28 | )%
|                                                 
|                                                 
|                                                 
|                                                 
|Interest expense                                  |               |                       | 579 |              |   |          | 25 | %            |    |                 | 407 |         |   |  | 28 | %  |    |   | 172 |     |   |  | 42   | %  
|                                                 
|                                                 
|                                                 
|                                                 
|Interest income                                   |               |                       | 187 |              |   |          | 8  | %            |    |                 | 12  |         |   |  | 1  | %  |    |   | 175 |     |   |  | NM   |    
|                                                 
|                                                 
|                                                 
|                                                 
|Debt conversion expense                           |               |                       | 23  |              |   |          | 1  | %            |    |                 |    |         |   |  |   |    |    |   | 23  |     |   |  | NM   |    
|                                                 
|                                                 
|                                                 
|                                                 
|Realized gain on sale of investment               |               |                       |    |              |   |          |   |              |    |                 | 70  |         |   |  | 5  | %  |    |   | (70 | )   |   |  | NM   |    
|                                                 
|                                                 
|                                                 
|                                                 
|Equity in losses of unconsolidated affiliates     |               |                       | 71  |              |   |          | 3  | %            |    |                 | 31  |         |   |  | 2  | %  |    |   | 40  |     |   |  | 129  | %  
|                                                 
|                                                 
|                                                 
|                                                 
|Foreign currency transaction gains (losses), net  |               |                       | 6   |              |   |          |   |              |    |                 | (46 | )       |   |  | (3 | )% |    |   | 52  |     |   |  | 113  | %  
|                                                 
|                                                 
|                                                 
|                                                 
|Other, net                                        |               |                       | 9   |              |   |          |   |              |    |                 | 5   |         |   |  |   |    |    |   | 4   |     |   |  | 80   | %  
|                                                 
|                                                 
|                                                 
|                                                 
|Income tax benefit                                |               |                       | 16  |              |   |          | 1  | %            |    |                 | 17  |         |   |  | 1  | %  |    |   | (1  | )   |   |  | (6   | )% 
|                                                 
|                                                 
|                                                 
|                                                 
|Extraordinary loss                                |               |                       | 104 |              |   |          | 4  | %            |    |                 |    |         |   |  |   |    |    |   | 104 |     |   |  | NM   |    
|                                                 
|                                                 
|                                                 
|                                                 
|Loss attributable to common stockholders          |               |                       | 727 |              |   |          | 31 | %            |    |                 | 800 |         |   |  | 55 | %  |    |   | (73 | )   |   |  | (9   | )% 
|Three Months ended                                |               |                       |     |              |   |          |    |              |    |                 |     |         |   |  |    |    |    |   |     |     |   |  |      |    
|                                                 
|                                                 
|                                                 
|                                                 
|Segment earnings (losses)                         |               | $                     | 290 |              |   |          | 23 | %            |    | $               | 109 |         |   |  | 14 | %  |    | $ | 181 |     |   |  | 166  | %  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Domestic      |                       |     | 323          |   |          |    | 26           | %  |                 |     | 155     |   |  |    | 20 | %  |   |     | 168 |   |  |      | 108 | % 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | International |                       |     | (33          | ) |          |    | (3           | )% |                 |     | (46     | ) |  |    | (6 | )% |   |     | (13 | ) |  |      | (28 | )%
|                                                 
|                                                 
|                                                 
|                                                 
|Interest expense                                  |               |                       | 301 |              |   |          | 24 | %            |    |                 | 209 |         |   |  | 26 | %  |    |   | 92  |     |   |  | 44   | %  
|                                                 
|                                                 
|                                                 
|                                                 
|Interest income                                   |               |                       | 104 |              |   |          | 8  | %            |    |                 | 8   |         |   |  | 1  | %  |    |   | 96  |     |   |  | NM   |    
|                                                 
|                                                 
|                                                 
|                                                 
|Realized gain on sale of investment               |               |                       |    |              |   |          |   |              |    |                 | 70  |         |   |  | 9  | %  |    |   | (70 | )   |   |  | NM   |    
|                                                 
|                                                 
|                                                 
|                                                 
|Equity in losses of unconsolidated affiliates     |               |                       | 36  |              |   |          | 3  | %            |    |                 | 25  |         |   |  | 3  | %  |    |   | 11  |     |   |  | 44   | %  
|                                                 
|                                                 
|                                                 
|                                                 
|Foreign currency transaction (losses)  gains, net |               |                       | (6  | )            |   |          |   |              |    |                 | 21  |         |   |  | 3  | %  |    |   | (27 | )   |   |  | (129 | )% 
|                                                 
|                                                 
|                                                 
|                                                 
|Other, net                                        |               |                       | 3   |              |   |          |   |              |    |                 | (6  | )       |   |  | (1 | )% |    |   | 9   |     |   |  | 150  | %  
|                                                 
|                                                 
|                                                 
|                                                 
|Income tax benefit                                |               |                       | 8   |              |   |          | 1  | %            |    |                 | 7   |         |   |  | 1  | %  |    |   | 1   |     |   |  | 14   | %  
|                                                 
|                                                 
|                                                 
|                                                 
|Loss attributable to common stockholders          |               |                       | 292 |              |   |          | 23 | %            |    |                 | 315 |         |   |  | 40 | %  |    |   | (23 | )   |   |  | (7   | )% 



NM-Not Meaningful

We define segment earnings as earnings before interest, taxes,
depreciation and amortization and other non-recurring charges.
Domestic segment earnings are expected to grow due to an
increasing customer base and decreasing operating expenses as a
percentage of revenues due to the economies of scale achieved as
a result of increases in system usage. We expect international
segment losses to continue while we are building out our digital
mobile networks and expanding our presence in international
markets. Based on the current stage of development of each of our
 reportable segments, most of our operating revenues,
identifiable assets and segment earnings pertain to our domestic
operations.

The increase in interest expense for both the six- and
three-month periods ended June 30, 2000 compared to the six-
 and three-month periods ended June 30, 1999 resulted from
the issuance of senior notes during June and November of 1999 and
 January of 2000, as well as a higher average level of borrowings
 under our domestic bank credit agreement and Nextel
Internationals bank and vendor credit facilities. This
increase was partially offset by a decrease in the weighted
average interest rate on our total outstanding senior notes.

19



---



##### Table of Contents



The increase in interest income is primarily due to income
recognized on the investment of the net proceeds received in
November 1999 from both the public offering of class A
common stock and the issuance of our 9.375% senior notes due 2009
 and proceeds received in January 2000 from the issuance and
 sale of our 5.25% convertible senior notes due 2010 as well as
the additional borrowings under our domestic bank credit
facility.

The debt conversion expense of $23 million resulted from
payments to induce the conversion of $246 million of our
4.75% convertible senior notes due 2007. See Note 3 in the
accompanying financial statements.

The increase in equity in losses of unconsolidated affiliates is
due to increased losses attributable to our equity investment in
Nextel Partners, Inc. and to our affiliates in the Philippines
and Japan. The foreign currency transaction gain for the
six-month period ended June 30, 2000 is due primarily to the
 strengthening of the Brazilian real relative to the U.S. dollar
during the first quarter of 2000 offset by the weakening of the
Brazilian real relative to the U.S. dollar during the second
quarter of 2000. The foreign currency transaction loss for the
six-month period ended June 30, 1999 is due primarily to the
 weakening of the Brazilian real relative to the U.S. dollar
during the first quarter of 1999 slightly offset by the
strengthening of the Brazilian real relative to the U.S. dollar
during the second quarter of 1999.

During the first quarter of 2000, we utilized a portion of the
proceeds from our 9.375% senior notes to repurchase and redeem
prior to final maturity all of our outstanding 10.125% senior
notes and all of our outstanding 9.75% senior notes. As a result
of the early retirement of these senior notes repurchased and
redeemed during the first quarter of 2000, we recognized an
extraordinary loss of about $104 million, representing the
excess of the purchase price over the carrying values of the
repurchased and redeemed notes and the write-off of associated
unamortized deferred financing costs.

E.  Liquidity and Capital Resources.

We had losses attributable to common stockholders of
$292 million during the second quarter of 2000 and
$315 million during the second quarter of 1999. For the six
months ended June 30, 2000, we had losses attributable to
common stockholders of $727 million and losses attributable
to common stockholders of $800 million for the six months
ended June 30, 1999. The operating expenses and capital
expenditures associated with developing, enhancing and operating
our digital mobile network have more than offset our operating
revenues. Our operating expenses, debt service obligations and
anticipated capital expenditures are expected to continue to more
 than offset operating revenues for the next several years. We
have consistently used external sources of funds, primarily from
equity issuances and debt incurrences, to fund operations,
capital expenditures, acquisitions and other nonoperating needs.

1.  Cash Flows

Working capital increased by $1.6 billion to
$5.4 billion at June 30, 2000 compared to working
capital of $3.8 billion at December 31, 1999 primarily
as a result of the $1.9 billion of borrowings in
March 2000 and May 2000 under our domestic bank credit
facility.

Net cash provided by operating activities of $202 million
for the six months ended June 30, 2000 improved by
$56 million compared to net cash provided by operating
activities of $146 million for the six months ended
June 30, 1999. The increase in net cash provided by
operating activities consisted of a domestic increase of
$58 million and a decrease in international operations of
$2 million. This improvement in the cash provided by
operating activities reflects increasing operating revenues and
improved domestic financial performance.

Capital expenditures to fund the continued expansion of our
digital mobile network continue to represent the largest use of
our funds for investing activities. Net cash used in investing
activities for the six-month period ended June 30, 2000
increased $1,370 million compared to the same period in 1999
 primarily due to the $463 million increase in cash paid for
 capital expenditures and $500 million in net purchases of
short term investments. Cash payments for capital expenditures
totaled $1,369 million for the six months ended
June 30, 2000 and $906 million for the six-month period
 ended June 30, 1999, including $141 million for the
six

20



---



##### Table of Contents





Net cash provided by financing activities for the six months
ended June 30, 2000 consisted primarily of $1.15 billion in
gross proceeds from the issuance of debt securities and
$1.9 billion in proceeds from borrowings under our domestic
bank credit facility, offset by $1.2 billion for the
retirement of debt securities.

2.  Future Capital Needs and Resources.

We anticipate that, for the foreseeable future, significant
amounts of our available cash will be utilized for:



| |   |                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | capital expenditures for the construction and enhancement of the
	digital mobile network, both domestically and internationally;                                     
|
| |  | operating expenses relating to our digital mobile network, both
	domestically and internationally;                                                                   
|
| |  | potential acquisitions including any negotiated acquisitions of
	spectrum from third parties and any future Federal Communications
	 Commission auctions of spectrum;
|
| |  | debt service requirements; and                                                                                                                                       
|
| |  | other general corporate expenditures.                                                                                                                                

We anticipate that our cash utilization for capital expenditures
and other investing activities will continue to exceed our
positive cash flows from domestic operating activities throughout
 2000, as we build out, expand and enhance our digital mobile
network. See F. Our Forward Looking Statements Are Subject
to a Variety of Factors that Could Cause Actual Results to Differ
 Materially From Current Beliefs.

As of June 30, 2000, our domestic bank credit facility
provided for total secured financing capacity of up to
$6.0 billion, subject to the satisfaction or waiver of
applicable borrowing conditions. This facility consists of a $1.5
 billion revolving loan and $3.5 billion in term loans that
mature over a period from December 31, 2007 to
December 31, 2008, as well as a $1.0 billion
incremental term loan borrowed on March 15, 2000, maturing
June 30, 2009. As of June 30, 2000, we had borrowed
$4.5 billion under our bank credit facility. Amounts
outstanding under this bank credit facility are secured by liens
on assets of substantially all of our domestic subsidiaries and
bear interest payable quarterly at an adjustable rate calculated
based either on the U.S. prime rate or LIBOR. The maturity dates
of the loans can accelerate if our credit ratings are below
specified levels and if the aggregate amount of specified debt
obligations that mature before June 30, 2009, including the
redemption price of redeemable stock that is mandatorily
redeemable before June 30, 2009, exceed specified amounts.
The availability of financing under this bank credit facility is
subject to requirements under the indentures governing our public
 notes and the terms applicable to some of our preferred stock.
As of June 30, 2000, under the current bank credit
agreement, as amended, we are able to access the entire
$6.0 billion available in compliance with our financial
ratio tests, the debt incurrence covenants contained in our
indentures and the relevant terms of our applicable issues of
preferred stock.

As of June 30, 2000, $173 million had been borrowed by
Nextel International under its equipment financing with Motorola
Credit Corporation, leaving $52 million available for future
 borrowings under that facility. Additionally, as of
June 30, 2000, $112 million had been borrowed by McCaw
International (Brazil), Ltd. under its vendor financing agreement
 with Motorola Credit. As of June 30, 2000, Nextel Argentina
 S.R.L. had borrowed the full $100 million under its
original bank credit facility and had borrowed $18 million
of the $50 million in incremental term loans that are
available under that facility, leaving $32 million available for
future equipment borrowings. In January 2000, Nextel
International borrowed the full $57 million in incremental
term loans available under the loan agreement entered into with
Motorola Credit, all of which was outstanding at June 30,
2000. On August 1, 2000, Nextel International received about
 $624 million in net cash proceeds from the issuance of its
12.75% senior serial notes due 2010.

21



---



##### Table of Contents



Currently, we expect to increase the level of domestic and
international capital expenditures during the remainder of 2000.
This increase is expected to be driven by several factors,
including:



| |   |                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the contemplated construction of additional cell sites to
	increase system capacity, improve system quality, and expand our
	digital mobile network coverage around most major domestic and
	selected international market areas, as well as in heavily
	traveled corridors between markets;
|
| |  | the installation of switching equipment, other system
	infrastructure equipment and cell sites in the existing markets
	of Nextel and Nextel International sufficient to meet expected
	increases in system demand four to six months ahead of
	anticipated growth; and                     
|
| |  | the installation of system capital hardware and software items in
	 connection with the domestic commercial launch of wireless data
	services nationwide during 2000.                                                                                                                       

Taking such anticipated capital expenditures into account in both
 the Nextel and Nextel International organizations, and based
upon the combined anticipated operating cash flow of the existing
 and expected wireless businesses, and currently available cash
resources, we believe that we will be able to fully fund both our
 domestic and international operations through the remainder of
2000. See F. Our Forward Looking Statements Are Subject to
a Variety of Factors that Could Cause Actual Results to Differ
Materially From Current Beliefs. This conclusion is
premised on the availability of funds from the following sources
as of June 30, 2000 and thereafter:



| |   |                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | consolidated cash, cash equivalents and short-term investments on
	 hand as of June 30, 2000 of about $6.4 billion;                                                 
|
| |  | the availability of about $1.5 billion of incremental
	funding over the amounts outstanding as of June 30, 2000
	under our domestic bank credit facility;           
|
| |  | the receipt of about $624 million in net proceeds from
	Nextel Internationals August 2000 debt offering;                                                           
|
| |  | the receipt of about $280 million in net proceeds from our
	August 10, 2000 switch sale-leaseback transaction; and                                                  
|
| |  | the availability at June 30, 2000 of about $84 million
	in aggregate remaining equipment funding under Nextel
	Internationals financing agreements described above.

If our or Nextel Internationals business plans change, or
if economic conditions in either of our or their markets
generally or competitive practices in the mobile wireless
telecommunications industry change materially from those
currently prevailing or from those now anticipated in the current
 calendar year, or if other presently unexpected circumstances
are encountered that have a material effect on the cash flow or
profitability of the domestic or international mobile wireless
businesses conducted by us or Nextel International, the
anticipated cash needs of those businesses, and the conclusions
as to the adequacy of the available sources, each also could
change significantly. Finally, our conclusion that we will be
able to fully fund both our domestic and international operations
 through the remainder of 2000 does not take into account the
impact of any significant acquisition transaction or the pursuit
of any significant new business opportunity other than those
currently being pursued by us or Nextel International. Any
acquisition or new business opportunity could involve significant
 additional funding needs in excess of the identified currently
available sources, and could require us or Nextel International
or both to raise additional equity and debt funding to meet those
 needs.

The availability of borrowings under our domestic bank credit
facility and Nextel Internationals financing agreements is
subject to certain conditions and limitations, and we cannot
provide assurance that those conditions will continue to be met.
The instruments relating to our financing arrangements and
preferred stock contain provisions that operate to limit the
amount of borrowings that we may incur. The terms of the domestic
 bank credit facility and Nextel Internationals financing
agreements also require us and our subsidiaries at specified
times to maintain compliance with specified operating and
financial covenants or ratios, including certain covenants and
ratios specifically related to leverage, which become more
stringent over time. In addition, our capital needs, and our
ability to adequately address those needs through debt or equity
funding sources, are subject to a variety of factors that cannot
presently be predicted with certainty, for

22



---



##### Table of Contents





We have had and may in the future have discussions with third
parties regarding potential equity investments and debt financing
 arrangements to satisfy actual or anticipated financing needs.
At present, other than the existing equity or debt financing
arrangements that have been consummated or are described in this
quarterly report and our Annual Report on Form 10-K for the
year ended December 31, 1999, we have no legally binding
commitments or understandings with any third parties to obtain
any material amount of equity or debt financing. Under the terms
of the agreements between us and Motorola pursuant to which we
acquired substantially all of Motorolas domestic 800 MHz
specialized mobile radio licenses in 1995, we have agreed, under
certain circumstances, not to grant superior governance rights to
 any third-party investor without Motorolas consent, which
may make securing certain strategic equity investments more
difficult. Our ability to incur additional indebtedness,
including, in certain circumstances, indebtedness incurred under
our domestic bank credit agreement, is and will be limited by the
 terms of our financing agreements and the terms of some series
of our outstanding preferred stock.



|   |                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------
|F. | Our Forward Looking Statements Are Subject to a Variety of
	Factors that Could Cause Actual Results to Differ Materially From
	 Current Beliefs.

Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995.A number of the
 statements made in the foregoing Managements
Discussion and Analysis of Financial Condition and Results of
Operations are not historical or current facts, but deal
with potential future circumstances and developments. They can be
 identified by the use of forward-looking words such as
believes, expects, plans,
may, will, would,
could, should, or anticipates
 or other comparable words, or by discussions of strategy that
involve risks and uncertainties. We warn you that these
forward-looking statements are only predictions, which are
subject to risks and uncertainties including financial
variations, changes in the regulatory environment, industry
growth and trend predictions. We have attempted to identify, in
context, some of the factors that we currently believe may cause
actual future experience and results to differ from our current
expectations regarding the relevant matter or subject area. The
operation and results of our wireless communications business
also may be subject to the effect of other risks and
uncertainties in addition to the relevant qualifying factors
identified in the foregoing Managements Discussion
and Analysis of Financial Condition and Results of
Operations section, including, but not limited to:



| |   |                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | general economic conditions in the geographic areas and
	occupational market segments that we are targeting for our
	digital mobile network service;                                                                                                                                                                        
|
| |  | the availability of adequate quantities of system infrastructure
	and subscriber equipment and components to meet service
	deployment and marketing plans and customer demand;                                                                                                                                              
|
| |  | the success of efforts to improve and satisfactorily address any
	issues relating to our digital mobile network performance;                                                                                                                                                                                                
|
| |  | the continued successful performance of the technology being
	deployed in our various market areas and the success of
	technology deployed in connection with our Nextel Online services
	 offering;                                                                                                                        
|
| |  | market acceptance of our new service offerings, including Nextel
	Online and Nextel Worldwide;                                                                                                                                                                                                                              
|
| |  | the ability to achieve market penetration and average subscriber
	revenue levels sufficient to provide financial viability to our
	digital mobile network business;                                                                                                                                                         
|
| |  | our ability to timely and successfully accomplish required
	scale-up of our billing, collection, customer care and similar
	back-room operations to keep pace with customer growth, increased
	 system usage rates and growth in levels of accounts receivable
	being generated by the digital mobile network customer base;
|
| |  | access to sufficient debt or equity capital to meet operating and
	 financing needs;                                                                                                                                                                                                                                        
|
| |  | the quality and price of similar or comparable wireless
	communications services offered or to be offered by our
	competitors, including providers of cellular and personal
	communication services;                                                                                                                        

23



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | future legislation or regulatory actions relating to specialized
	mobile radio services, other wireless communications services or
	telecommunications generally; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | other risks and uncertainties described from time to time in our
	reports filed with the Securities and Exchange Commission
	including our Annual Report on Form 10-K for the year ended
	December 31, 1999 and our Quarterly Report on Form 10-Q
	 for the quarter ended March 31, 2000 and, with specific
	reference to risk factors relating to international operations in
	 Nextel International, Inc.s reports filed with the
	Securities and Exchange Commission, including Nextel
	Internationals Annual Report on Form 10-K for the year
	 ended December 31, 1999 and its Quarterly Reports on
	Form 10-Q for the quarters ended March 31, 2000 and
	June 30, 2000.

Item 3.  Quantitative and Qualitative Disclosures About
Market Risk.

We primarily use mandatorily redeemable preferred stock, senior
notes and bank and vendor credit facilities to finance our
operations. These on-balance sheet financial instruments, to the
extent they provide for variable rates of interest, expose us to
interest rate risk. Our primary interest rate risk exposure
results from changes in LIBOR, the U.S. prime rate, Eurodollar
Rate and Adjusted Base Rate, referred to as ABR, which are used
to determine the interest rates that are applicable to borrowings
 under our bank and vendor credit agreements. We use off-balance
sheet derivative financial instruments, including interest rate
swap and collar agreements, to partially hedge interest rate
exposure associated with on-balance sheet financial instruments.
All of our derivative financial instrument transactions are
entered into for non-trading purposes. The terms and
characteristics of the derivative financial instruments are
matched with the existing on-balance sheet financial instruments
and thus do not constitute speculative or leveraged positions
independent of these exposures.

Nextel Internationals revenues are denominated in foreign
currencies while a portion of its operations are financed through
 senior notes and bank and vendor credit facilities which are
denominated in U.S. dollars. As a result, fluctuations in
exchange rates relative to the U.S. dollar, primarily those
related to the Brazilian real and Mexican peso, expose us to
foreign currency exchange rate risk.

As of June 30, 2000, we held about $1.6 billion of debt
 securities in the form of commercial paper, U.S. government
securities and certificates of deposit as short-term investments
classified as available-for-sale in accordance with Statement of
Financial Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities. As the weighted
average maturity from the date of purchase was less than five
months, these short-term investments do not expose us to a
significant amount of interest rate risk.

Nextel International holds an available-for-sale investment in
the common stock of Clearnet Communications, Inc., a publicly
traded company. As of June 30, 2000, Nextel Internationals
investment had a fair value of $233 million. In accordance
with SFAS No. 115, this investment is recorded at its market
 value in our financial statements. Negative fluctuations in
Clearnets stock price expose us to equity price risk. A 10%
 decline in the stock price would result in a $23 million
decrease in the fair value of Nextel Internationals
investment in Clearnet.

The information below summarizes our market risks associated with
 fluctuations in interest rates as of June 30, 2000 in U.S.
dollars. To the extent that our financial instruments expose us
to interest rate and foreign currency exchange risk, these
instruments are presented within each market risk category in the
 table below. The table presents principal cash flows and related
 interest rates by year of maturity for our mandatorily
redeemable preferred stock, senior notes, finance obligation and
bank and vendor credit facilities in effect at June 30, 2000
 and, in the case of the mandatorily redeemable preferred stock
and senior notes, excludes the potential exercise of the relevant
 redemption or conversion features. This table also assumes that
we will repay our senior notes to levels necessary to avoid an
earlier repayment obligation with respect to our domestic bank
credit agreement. See Item 2.  Managements
Discussion and Analysis of Financial Condition and Results of
Operations  E. Liquidity and Capital
Resources  2.  Future Capital Needs and
Resources.

24



---



##### Table of Contents







| |   |                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------
| |  | quoted market prices for mandatorily redeemable preferred stock
	and senior notes;                                   
|
| |  | carrying value for the bank and vendor credit facilities at
	June 30, 2000, as interest rates are reset periodically;
|
| |  | estimates for the finance obligation based on interest rates for
	current term loans with similar terms; and         
|
| |  | estimates obtained from dealers to settle interest rate swap and
	collar agreements.                                 

Descriptions of our mandatorily redeemable preferred stock,
senior notes, bank and vendor credit facilities, and interest
rate risk management agreements are contained in Notes 8, 9 and
12 to the consolidated financial statements contained in our 1999
 Annual Report on Form 10-K and should be read in
conjunction with the following table. The change in the total and
 fair values of our mandatorily redeemable preferred stock,
long-term debt and finance obligation as compared to
December 31, 1999 reflect the January 2000 issuance of
convertible notes, additional borrowings under our bank and
vendor credit facilities, the retirement of two series of our
debt securities, the March 2000 conversion of some of our
4.75% convertible senior notes due 2007, the conversion of some
of our zero coupon convertible preferred stock due 2010 and the
changes in the applicable market conditions. The decrease in the
notional amount maturing in 2001 and 2003 for variable to fixed
rate interest rate swaps as compared to December 31, 1999 is
 attributable to the termination of three swaps in the second
quarter of 2000 in accordance with their original terms. There
were no realized gains or losses associated with these
terminations.

|                                                                               |                       |                            |   |           |   |      |   |      |   |      |   |            |   |             |   |       |   |  |   |     |   |  |   |        |   |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------ | --------------------- | -------------------------- | - | --------- | - | ---- | - | ---- | - | ---- | - | ---------- | - | ----------- | - | ----- | - |  | - | --- | - |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                                                               |                       |                            |   |           |   |     
|                                                                               |                       | Year of Maturity           |   |           |   |     
|                                                                               |                       |                            |   | Total Due |   | Fair
|                                                                               |                       | 2000                       |   | 2001      |   | 2002 |   | 2003 |   | 2004 |   | Thereafter |   | at Maturity |   | Value
|                                                                               |                       |                            |   |           |   |      |   |      |   |      |   |            |   |             |   |      
|                                                                               |                       |                           
|                                                                               |                       | (U.S. dollars in millions)
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|I. Interest Rate Sensitivity                                                   |                       |                            |   |           |   |      |   |      |   |      |   |            |   |             |   |       |   |  |   |     |   |  |   |        |   |  |   |        |   |  |   |       
|Mandatorily Redeemable Preferred Stock, Long-Term Debt and
	Finance Obligation |                       |                            |   |           |   |      |   |      |   |      |   |            |   |             |   |       |   |  |   |     |   |  |   |        |   |  |   |        |   |  |   |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Fixed Rate            |                            | $ | 24        |   |      | $ | 49   |   |      | $ | 50         |   |             | $ | 51    |   |  | $ | 44  |   |  | $ | 11,981 |   |  | $ | 12,199 |   |  | $ | 11,401 |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Interest Rate |                            |   | 8         | % |      |   | 8    | % |      |   | 8          | % |             |   | 8     | % |  |   | 8   | % |  |   | 9      | % |  |   | 9      | % |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Variable Rate         |                            |   | 36        |   |      |   | 149  |   |      |   | 150        |   |             |   | 301   |   |  |   | 395 |   |  |   | 3,929  |   |  |   | 4,960  |   |  |   | 4,960  |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Interest Rate |                            |   | 11        | % |      |   | 11   | % |      |   | 11         | % |             |   | 10    | % |  |   | 10  | % |  |   | 10     | % |  |   | 10     | % |  |   |        |  
|Interest Rate Swaps                                                            |                       |                            |   |           |   |      |   |      |   |      |   |            |   |             |   |       |   |  |   |     |   |  |   |        |   |  |   |        |   |  |   |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Variable to Fixed     |                            |   |          |   |      |   |     |   |      |   |           |   |             |   |      |   |  |   |    |   |  |   | 570    |   |  |   | 570    |   |  |   | (32    | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Pay Rate      |                            |   |          |   |      |   |     |   |      |   |           |   |             |   |      |   |  |   |    |   |  |   | 8      | % |  |   | 8      | % |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Receive Rate  |                            |   |          |   |      |   |     |   |      |   |           |   |             |   |      |   |  |   |    |   |  |   | 6      | % |  |   | 6      | % |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Variable to Variable  |                            |   | 50        |   |      |   | 100  |   |      |   |           |   |             |   | 400   |   |  |   |    |   |  |   |       |   |  |   | 550    |   |  |   | 1      |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Pay Rate      |                            |   | 6         | % |      |   | 6    | % |      |   |           |   |             |   | 6     | % |  |   |    |   |  |   |       |   |  |   | 6      | % |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Receive Rate  |                            |   | 6         | % |      |   | 7    | % |      |   |           |   |             |   | 7     | % |  |   |    |   |  |   |       |   |  |   | 7      | % |  |   |        |  
|Interest Rate Collars                                                          |                       |                            |   |           |   |      |   |      |   |      |   |            |   |             |   |       |   |  |   |     |   |  |   |        |   |  |   |        |   |  |   |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Collars               |                            |   |          |   |      |   |     |   |      |   |           |   |             |   | 200   |   |  |   |    |   |  |   |       |   |  |   | 200    |   |  |   | 1      |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Cap           |                            |   |          |   |      |   |     |   |      |   |           |   |             |   | 7     | % |  |   |    |   |  |   |       |   |  |   | 7      | % |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Floor         |                            |   |          |   |      |   |     |   |      |   |           |   |             |   | 4     | % |  |   |    |   |  |   |       |   |  |   | 4      | % |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|II. Foreign Exchange Rate Sensitivity                                          |                       |                            |   |           |   |      |   |      |   |      |   |            |   |             |   |       |   |  |   |     |   |  |   |        |   |  |   |        |   |  |   |       
|Long-Term Debt                                                                 |                       |                            |   |           |   |      |   |      |   |      |   |            |   |             |   |       |   |  |   |     |   |  |   |        |   |  |   |        |   |  |   |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Fixed Rate            |                            |   |          |   |      |   | 1    |   |      |   | 1          |   |             |   |      |   |  |   |    |   |  |   | 1,681  |   |  |   | 1,683  |   |  |   | 1,210  |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Interest Rate |                            |   |          |   |      |   | 14   | % |      |   | 14         | % |             |   |      |   |  |   |    |   |  |   | 13     | % |  |   | 13     | % |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Variable Rate         |                            |   | 36        |   |      |   | 149  |   |      |   | 103        |   |             |   | 103   |   |  |   | 69  |   |  |   |       |   |  |   | 460    |   |  |   | 460    |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Average Interest Rate |                            |   | 11        | % |      |   | 11   | % |      |   | 11         | % |             |   | 11    | % |  |   | 11  | % |  |   |       |   |  |   | 11     | % |  |   |        |  

25



---



##### Table of Contents






PART II  OTHER INFORMATION.




Item 1.  Legal Proceedings.

Nextel is involved in certain legal proceedings that are
described in our 1999 Annual Report on Form 10-K. During the
 three months ended June 30, 2000, there were no material
changes in the status of or developments regarding those legal
proceedings that have not been previously disclosed in our 1999
Annual Report on Form 10-K, other than as discussed below.

On June 29, 2000, the Final Judgment and Order of Dismissal
with Prejudice was entered by the federal district court
approving the parties settlement in the In re Nextel
Communications Securities Litigationmatter, which has been
more fully described in our 1999 Annual Report on Form 10-K.
 The terms of the settlement will not have a material effect on
our financial condition, results of operations or liquidity.

In the second quarter of 2000, allegations of employment
discrimination and harassment were leveled against us in the
press and some related complaints have been filed with the Equal
Employment Opportunity Commission. We are currently investigating
 these allegations. We currently lack sufficient information
regarding the specific details and other relevant background
concerning the bulk of these alleged complaints to reach any
informed conclusion as to the likely impact or outcome of the
alleged complaints. However, based on the specific claim details
and related investigative results to date, we do not believe that
 the matters that have come to our attention are likely to result
 in material liability to Nextel.

We have publicly stated and reiterated our commitment to creating
 and sustaining a work environment that encourages innovation and
 excellence and accordingly prohibits discrimination or
harassment on the basis of race, gender, sexual orientation,
religion or other inappropriate grounds. We remain committed to
assuring compliance with our long established and clearly stated
policies on those topics, and will take appropriate actions to
remedy any violations that are established.




Item 2.  Changes in Securities.

(a)  Inapplicable.

(b)  Inapplicable.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | In late May 2000, we issued 1,833,838 shares of our class A
	common stock upon the conversion of 94,100 shares of our zero
	coupon convertible preferred stock mandatorily redeemable 2013,
	at a conversion rate of 19.4882 shares of class A common stock
	for each share of zero coupon convertible preferred stock. These
	shares were issued to the converting preferred stockholders
	pursuant to the exemption of Section 3(a)(9) of the Securities
	Act of 1933 in reliance upon the representations of those
	stockholders.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 3, 2000, a holder of warrants originally issued by
	Pittencrieff Communications, Inc., which was acquired by Nextel
	in 1997, exercised warrants for 28,498 shares of class A common
	stock in a cashless exercise, resulting in the issuance of 20,448
	 shares of class A common stock. On May 9, 2000, a holder of
	 warrants also originally issued by Pittencrieff Communications,
	Inc. exercised warrants for 144,632 shares of class A common
	stock in a cashless exercise, resulting in the issuance of
	122,720 shares of class A common stock. On June 7, 2000, a
	holder of warrants originally issued by OneComm Corporation,
	which was acquired by Nextel in 1995, exercised warrants for
	22,370 shares of class A common stock in a cashless exercise,
	resulting in the issuance of 13,000 shares of class A common
	stock. Each of the issuances of these shares was effected as a
	private placement exempt under Section 4(2) under the
	Securities Act of 1933 in reliance upon the representations of
	the former warrant holders.




Item 4.  Submission of Matters to a Vote of
Security Holders.

On May 25, 2000, we held our 2000 annual meeting of
stockholders in Reston, Virginia. Only holders of record of our
class A common stock and class A convertible redeemable preferred
 stock on the record date of

26



---



##### Table of Contents





The following matters were submitted for a vote at our annual
meeting:



|           |                                                                                                                                                                                                        
|---------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Proposal 1 | To elect directors to hold office for a three-year term ending
	 on the date of our annual meeting of stockholders in 2003 or
	until their respective successors have been duly elected and
	qualified.

Set forth below is information regarding the 323,070,774 shares
of class A common stock voted in the election of the following
two directors and regarding all of the shares of class A
preferred stock voted in the election of the class A preferred
stock director.

|                       |  |     |             |          |  |  |            | 
|---------------------- |  | --- | ----------- | -------- |  |  | ---------- | 
|Name                   |  | For |             | Withheld
|                       |  |     |             |         
|William E. Conway, Jr. |  |     | 268,182,727 |          |  |  | 54,888,047 | 
|                      
|                      
|                      
|                      
|Morgan E. OBrien      |  |     | 279,626,156 |          |  |  | 43,444,618 | 

Class A preferred stock director

|                   |  |     |            |          |  |  |   | 
|------------------ |  | --- | ---------- | -------- |  |  | - | 
|Name               |  | For |            | Withheld
|                   |  |     |            |         
|William A. Hoglund |  |     | 23,717,943 |          |  |  | 0 | 

The following are the names of each of our directors whose term
of office continued after the meeting:

Directors Holding Office Until 2001: Keith J. Bane, Janet
Hill and Craig O. McCaw



| |                                      |                                                                                 
| | ------------------------------------ | --------------------------------------------------------------------------------
| | Directors Holding Office Until 2002: | Daniel F. Akerson, Timothy M. Donahue, Frank M. Drendel and
	Dennis M. Weibling.



|           |                                                                                                                                                                                                                                                                                                         
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Proposal 2 | To amend our certificate of incorporation to increase the
	total number of shares of our authorized capital stock from
	613,883,948 to 2,233,883,948 to accommodate the recent
	two-for-one split of our class A common stock and to create
	additional shares for future issuances in various contexts.

Set forth below is information regarding the 346,788,717
aggregate common stock equivalents, representing shares of class
A common stock and class A preferred stock, voted on this matter.

|      |  |     |             |         |  |                |            |            |  |  |   |  |  |  |         | 
|----- |  | --- | ----------- | ------- |  | -------------- | ---------- | ---------- |  |  | - |  |  |  | ------- | 
|      |  | For |             | Against |  | Broker Nonvote |            | Abstention
|      |  |     |             |         |  |                |            |           
|Total |  |     | 324,537,483 |         |  |                | 21,461,964 |            |  |  | 0 |  |  |  | 789,270 | 



|           |                                                                                                                                                                                                               
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Proposal 3 | To approve our amended and restated Incentive Equity Plan,
	which increased the number of shares of our class A common stock
	that may be issued or transferred under the plan from 45,000,000
	to 90,000,000.

27



---



##### Table of Contents



Set forth below is information regarding the 346,788,717
aggregate common stock equivalents, representing shares of class
A common stock and class A preferred stock, voted on this matter.

|      |  |     |             |         |  |                |             |            |  |  |            |  |  |  |         | 
|----- |  | --- | ----------- | ------- |  | -------------- | ----------- | ---------- |  |  | ---------- |  |  |  | ------- | 
|      |  | For |             | Against |  | Broker Nonvote |             | Abstention
|      |  |     |             |         |  |                |             |           
|Total |  |     | 186,611,622 |         |  |                | 115,032,698 |            |  |  | 44,269,928 |  |  |  | 874,469 | 



|           |                                                                                                                                                      
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Proposal 4 | To ratify the appointment of Deloitte & Touche LLP as our
	independent auditors to audit our consolidated financial
	statements for fiscal year 2000.

Set forth below is information regarding the 346,788,717
aggregate common stock equivalents, representing shares of common
 stock and class A preferred stock, voted on this matter.

|      |  |     |             |         |  |                |         |            |  |  |   |  |  |  |         | 
|----- |  | --- | ----------- | ------- |  | -------------- | ------- | ---------- |  |  | - |  |  |  | ------- | 
|      |  | For |             | Against |  | Broker Nonvote |         | Abstention
|      |  |     |             |         |  |                |         |           
|Total |  |     | 345,861,876 |         |  |                | 201,156 |            |  |  | 0 |  |  |  | 725,685 | 




Item 5.  Other Information.

Effective May 26, 2000, William A. Hoglund resigned in his
capacity as director of Nextel Communications. Only the holder of
 class A preferred stock, in its capacity as such, or the
remaining class A preferred directors, are entitled to name
Mr. Hoglunds replacement. At this time no such
replacement has been named.




Item 6.  Exhibits and Reports on Form 8-K.

(a)  List of Exhibits.

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Number  |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.1     |  | Certificate of Amendment of the Restated Certificate of
	Incorporation of Nextel (filed as Exhibit 3.1 to the Current
	 Report on Form 8-K dated and filed on May 26, 2000 and
	 incorporated herein by reference).                                                                                                                                                                                                                                               
|3.2     |  | Restated Certificate of Incorporation of Nextel (filed on
	June 1, 2000 as Exhibit 3.1 to Nextels
	Post-Effective Amendment No. 2 to Registration Statement
	No. 33-1290 on Form S-4 and incorporated herein by
	reference).                                                                                                                                                                                                                                     
|4.1     |  | Amendment No. 1 dated April 26, 2000 to the Amended and
	 Restated Credit Agreement dated November 9, 1999 among
	Nextel, Nextel Finance Company, the other Restricted Companies
	party thereto, the Lenders Party thereto, Toronto Dominion
	(Texas) Inc., as Administrative Agent, and Chase Manhattan Bank
	as Collateral Agent (filed as Exhibit 4.1 to the Current
	Report on Form 8-K dated and filed on May 5, 2000 and
	incorporated herein by reference).
|4.2     |  | Indenture, dated as of August 1, 2000, by and between Nextel
	 International, Inc. and The Bank of New York, as Trustee,
	relating to the 12.75% Senior Serial Notes due 2010 (filed on
	August 2, 2000 as Exhibit 4.1 to Nextel Internationals
	 Current Report on Form 8-K dated as of August 1, 2000
	and incorporated herein by reference).                                                                                                                  
|4.3     |  | Registration Rights Agreement, dated as of August 1, 2000,
	by and between Nextel International, Inc. and the placement
	agents named therein relating to the 12.75% Senior Serial Notes
	due 2010 (filed on August 2, 2000 as Exhibit 4.2 to
	Nextel Internationals Current Report on Form 8-K dated
	 as of August 1, 2000 and incorporated herein by reference).                                                                                              

28



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                           
|Number  |  | Exhibit Description                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                           
|10.1    |  | Amended and Restated Incentive Equity Plan (as amended and
	restated as of May 25, 2000) (filed as Exhibit A to the
	 definitive Proxy Statement dated and filed on April 17,
	2000 and incorporated herein by reference).
|27*     |  | Financial Data Schedule.                                                                                                                                                                                                  






|  |                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Submitted only with the electronic filing of this document with
	the Securities and Exchange Commission pursuant to
	Regulation S-T under the Securities Act.

(b)  Reports on Form 8-K.



| |       |                                                                                                                                                                                                                                                                                                                  
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | Current Report on Form 8-K dated and filed on April 26,
	 2000 with the Securities and Exchange Commission reporting under
	 Item 5 the announcement of our Nextel Online wireless
	Internet services and the announcement of our summary financial
	results and other data for the quarter ended March 31, 2000.
|
| | (ii)  | Current Report on Form 8-K dated and filed on May 5,
	2000 with the Securities and Exchange Commission reporting under
	Item 5 consent from the required lenders under our existing
	bank credit facility to render effective Amendment No. 1 to
	our bank credit facility.                                      
|
| | (iii) | Current Report on Form 8-K dated and filed on May 26,
	2000 with the Securities and Exchange Commission reporting under
	Item 5 the approval at our annual stockholders meeting of an
	 amendment of our certificate of incorporation and of an amended
	and restated incentive equity plan.                     

29



---



##### Table of Contents






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



| |                            
| | ---------------------------
| | NEXTEL COMMUNICATIONS, INC.



| |     |                      
| | --- | ---------------------
| | By: | /s/ WILLIAM G. ARENDT



| |  |                  
| |  | -----------------
| |  | William G. Arendt

| |                               
| | ------------------------------
| | Vice President and Controller 
| | (Principal Accounting Officer)

30



---



##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Number  |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1     |  | Certificate of Amendment of the Restated Certificate of
	Incorporation of Nextel (filed as Exhibit 3.1 to the Current
	 Report on Form 8-K dated and filed on May 26, 2000 and
	 incorporated herein by reference).                                                                                                                                                                                                                                                    
|3.2     |  | Restated Certificate of Incorporation of Nextel (filed on
	June 1, 2000 as Exhibit 3.1 to Nextels
	Post-Effective Amendment No. 2 to Registration Statement
	No. 33-1290 on Form S-4 and incorporated herein by
	reference).                                                                                                                                                                                                                                          
|4.1     |  | Amendment No. 1 dated April 26, 2000 to the Amended and
	 Restated Credit Agreement dated November 9, 1999 among
	Nextel, Nextel Finance Company, the other Restricted Companies
	party thereto, the Lenders Party thereto, Toronto Dominion
	(Texas) Inc., as Administrative Agent, and the Chase Manhattan
	Bank as Collateral Agent (filed as Exhibit  4.1 to the
	Current Report on Form 8-K dated and filed on May 5,
	2000 and incorporated herein by reference).
|4.2     |  | Indenture, dated as of August 1, 2000, by and between Nextel
	 International, Inc. and The Bank of New York, as Trustee,
	relating to the 12.75% Senior Serial Notes due 2010 (filed on
	August 2, 2000 as Exhibit 4.1 to Nextel
	Internationals Current Report on Form 8-K dated as of
	August 1, 2000 and incorporated herein by reference).                                                                                                                        
|4.3     |  | Registration Rights Agreement, dated as of August 1, 2000,
	by and between Nextel International, Inc. and the placement
	agents named therein relating to the 12.75% Senior Serial Notes
	due 2010 (filed on August 2, 2000 as Exhibit 4.2 to
	Nextel Internationals Current Report on Form 8-K dated
	 as of August 1, 2000 and incorporated herein by reference).                                                                                                   
|10.1    |  | Amended and Restated Incentive Equity Plan (as amended and
	restated as of May 25, 2000) (filed as Exhibit A to the
	 definitive Proxy Statement dated and filed on April 17,
	2000 and incorporated herein by reference).                                                                                                                                                                                                                                             
|27*     |  | Financial Data Schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                               






|  |                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Submitted only with the electronic filing of this document with
	the Securities and Exchange Commission pursuant to
	Regulation S-T under the Securities Act.

31