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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549


                                     FORM 10-QSB/A


                      QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended March 31, 1997

                    Commission file numbers: 333-4603; 333-4603-01


                            NEXTLINK Communications, Inc.
                                NEXTLINK Capital, INC.
--------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)

    Washington                                        91-1738221
    Washington                                        91-1716062
--------------------------------------------------------------------------------
    (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization                Identification No.)


    155 108TH AVENUE NE, 8TH FLOOR, BELLEVUE, WA           98004     
--------------------------------------------------------------------------------
    (Address of principal executive offices)             (Zip Code)  


                                    (425) 519-8900    
--------------------------------------------------------------------------------
                   (Issuer's telephone number, including area code)


Check whether the issuer (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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes  X  No      .

As of May 1, 1997, the number of shares of Class B common stock of NEXTLINK
Communications, Inc. issued and outstanding was 83,123,084 and there were 1,000
shares of common stock of NEXTLINK Capital, Inc., all of which 1,000 shares were
held by NEXTLINK Communications, Inc.

NEXTLINK Capital, Inc. meets the conditions set forth in General Instruction G
(1) (a) and (b) of Form 10-QSB and is therefore filing this form with the 
reduced disclosure format.





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                                      SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.



                                  NEXTLINK Communications, L.L.C.



Date: May 13, 1997                By: /S/ KATHLEEN H. ISKRA
                                      ---------------------------------------
                                  Kathleen H. Iskra
                                  Vice President, Chief Financial Officer and
                                  Treasurer
                                  (Principal financial and accounting officer)


                                  NEXTLINK Capital, Inc.



Date: May 13, 1997                By: /S/ KATHLEEN H. ISKRA
                                      ---------------------------------------
                                  Kathleen H. Iskra
                                  Vice President, Chief Financial Officer and
                                  Treasurer
                                  (Principal financial and accounting officer)


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