<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1999

                        Commission file number: 000-22939


                          NEXTLINK Communications, Inc.
                             NEXTLINK CAPITAL, INC.
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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


500 108th Avenue NE, Suite 2200, Bellevue, WA                     98004
------------------------------------------------------------------------------
  (Address of principal executive offices)                     (Zip Code)


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

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
                                                  ---    ---

As of April 29, 1999, the number of shares of Class A and Class B common 
stock of NEXTLINK Communications, Inc. issued and outstanding was 31,523,128 
and 29,184,372 , respectively, 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 
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the 
reduced disclosure format.

<PAGE>

PART I.        FINANCIAL INFORMATION

Item 1(a).     FINANCIAL STATEMENTS

                          NEXTLINK COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                  (AMOUNTS AS OF MARCH 31, 1999 ARE UNAUDITED)

<TABLE>
<CAPTION>

                                                                            MARCH 31,                DECEMBER 31,
                                                                              1999                       1998
                                                                         ----------------          -----------------
<S>                                                                      <C>                       <C>
                                ASSETS
Current assets:
     Cash and cash equivalents.....................................        $     388,696             $     319,496
     Marketable securities.........................................              855,710                 1,158,566
     Accounts receivable, net......................................               46,823                    36,115
     Other current assets..........................................               19,016                    16,480
     Pledged securities............................................               21,821                    21,500
                                                                           -------------             -------------
         Total current assets......................................            1,332,066                 1,552,157
Property and equipment, net........................................              701,546                   594,408
Investment in equity securities....................................              139,810                        --
Other assets, net..................................................              333,256                   336,541
                                                                           -------------             -------------
         Total assets..............................................        $   2,506,678             $   2,483,106
                                                                           -------------             -------------
                                                                           -------------             -------------

                 LIABILITIES AND SHAREHOLDERS' DEFICIT 
Current liabilities:
     Accounts payable..............................................        $      39,976             $      61,175
     Accrued expenses..............................................               32,829                    45,056
     Accrued interest payable......................................               61,105                    34,670
     Current portion of long-term obligations......................                2,760                     2,755
                                                                           -------------             -------------
         Total current liabilities.................................              136,670                   143,656
Long-term debt.....................................................            2,023,032                 2,013,192
Other long-term liabilities........................................               16,304                    16,553
                                                                           -------------             -------------
         Total liabilities.........................................            2,176,006                 2,173,401
Commitments and contingencies
Redeemable preferred stock, par value $0.01 per share, 25,000,000
   shares authorized; 14% Preferred, aggregate liquidation preference
   $384,191, 7,508,588 and 7,254,675 shares issued and outstanding in
   1999 and 1998, respectively; 6 1/2% Convertible Preferred, aggregate
   liquidation preference $200,000; 4,000,000 shares issued and 
   outstanding in 1999 and 1998, respectively......................              569,518                   556,168
Shareholders' deficit:
     Common Stock, par value $0.02 per share, stated at amounts paid
       in; Class A, 110,334,000 shares authorized, 25,712,771 and
       24,170,117 shares issued and outstanding in 1999 and 1998,
       respectively; Class B, 44,133,600 shares authorized, 29,184,372
       and 30,297,902 shares issued and outstanding in 1999 and 1998,
       respectively................................................              360,213                   354,525
     Deferred compensation.........................................              (10,399)                  (11,370)
     Accumulated other comprehensive income........................              119,844                        --
     Accumulated deficit...........................................             (708,504)                 (589,618)
                                                                           -------------             -------------
         Total shareholders' deficit...............................             (238,846)                 (246,463)
                                                                           -------------             --------------
         Total liabilities and shareholders' deficit...............        $   2,506,678             $   2,483,106
                                                                           -------------             --------------
                                                                           -------------             --------------
</TABLE>

         See accompanying notes to unaudited interim consolidated
                          financial statements.

<PAGE>

                          NEXTLINK COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                         ------------------------------------------
                                                                               1999                     1998
                                                                         -----------------        -----------------
<S>                                                                      <C>                      <C>
Revenue............................................................        $      48,586            $    26,545

Costs and expenses:
  Operating........................................................               43,699                 24,550
  Selling, general and administrative..............................               52,334                 31,957
  Deferred compensation............................................                1,059                    624
  Depreciation.....................................................               19,037                  6,494
  Amortization.....................................................                3,816                  3,689
                                                                           -------------            -----------
       Total costs and expenses....................................              119,945                 67,314
                                                                           -------------            -----------
Loss from operations...............................................              (71,359)               (40,769)

Interest income....................................................               19,763                 11,735
Interest expense...................................................              (50,690)               (23,278)
                                                                           -------------            -----------
Net loss...........................................................        $    (102,286)           $   (52,312)
                                                                           -------------            -----------
                                                                           -------------            -----------

Preferred stock dividends and accretion of preferred stock 
  redemption obligation, including issue costs.....................              (16,600)               (11,551)
                                                                           -------------            -----------
Net loss applicable to common shares...............................        $    (118,886)           $   (63,863)
                                                                           -------------            -----------
                                                                           -------------            -----------

Net loss per share (basic and diluted).............................        $      (2.17)            $     (1.19)
                                                                           -------------            -----------
                                                                           -------------            -----------

Shares used in computation of net loss per share...................           54,757,953             53,482,222
                                                                           -------------            -----------
                                                                           -------------            -----------
</TABLE>

         See accompanying notes to unaudited interim consolidated
                          financial statements.

<PAGE>

                          NEXTLINK COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                        --------------------------------------------
                                                                              1999                      1998
                                                                        -----------------         ------------------
<S>                                                                     <C>                       <C>
OPERATING ACTIVITIES:
Net loss............................................................      $   (102,286)             $    (52,312)

Adjustments to reconcile net loss to net cash used in operating activities:
     Deferred compensation expense..................................             1,059                       624
     Equity in loss of affiliate....................................             1,012                       723
     Depreciation and amortization..................................            22,853                    10,183
     Accretion of interest on senior notes..........................             9,840                        --
Changes in assets and liabilities:
     Accounts receivable............................................           (10,708)                      591
     Other assets...................................................            (4,400)                   (7,940)
     Accounts payable...............................................           (32,546)                   (1,946)
     Accrued expenses and other liabilities.........................           (14,330)                    5,316
     Accrued interest payable.......................................            26,435                    22,697
                                                                          ------------              ------------
Net cash used in operating activities...............................          (103,071)                  (22,064)

INVESTING ACTIVITIES:
Purchase of property and equipment..................................          (112,051)                  (44,501)
Assets acquired in network lease agreement..........................                --                   (92,000)
Contribution to NEXTBAND for purchase of spectrum licenses..........                --                   (25,000)
Purchase of marketable securities...................................        (1,132,957)               (1,248,157)
Sale of marketable securities.......................................         1,415,847                   968,757
                                                                          ------------              ------------
Net cash provided by (used in) investing activities.................           170,839                  (440,901)

</TABLE>
                                 -- Continued --

<PAGE>

                          NEXTLINK COMMUNICATIONS, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                        --------------------------------------------
                                                                              1999                      1998
                                                                        -----------------         ------------------
<S>                                                                     <C>                       <C>
FINANCING ACTIVITIES:
Net proceeds from issuance of redeemable preferred stock............      $         --              $    193,900
Repayment of note payable and other obligations.....................              (918)                   (9,008)
Proceeds from issuance of common stock upon exercise of stock options            5,600                       235
Dividends paid on convertible preferred stock.......................            (3,250)                       --
Proceeds from issuance of senior notes (net of discount)............                --                   334,328
Costs incurred in connection with financing.........................                --                    (7,537)
                                                                          ------------              -------------
Net cash provided by financing activities...........................             1,432                   511,918
                                                                          ------------              -------------
Net increase in cash and cash equivalents...........................            69,200                    48,953

Cash and cash equivalents, beginning of period......................           319,496                   389,074
                                                                          ------------              -------------
Cash and cash equivalents, end of period............................      $    388,696              $    438,027
                                                                          ------------              -------------
                                                                          ------------              -------------

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Noncash financing and investing activities:
     Redeemable preferred stock dividends, paid in redeemable
       preferred shares.............................................      $      3,250              $     11,064
                                                                          ------------              -------------
                                                                          ------------              -------------
     Accrued redeemable preferred stock dividends, payable in
       redeemable preferred shares, and accretion of preferred stock
       redemption obligation and issue costs........................      $     13,350              $        488
                                                                          ------------              -------------
                                                                          ------------              -------------
     Accrued contribution to NEXTBAND for purchase of spectrum
       licenses.....................................................      $         --              $     42,354
                                                                          ------------              -------------
                                                                          ------------              -------------
Cash paid for interest............................................        $     15,959              $        587
                                                                          ------------              -------------
                                                                          ------------              -------------

</TABLE>

         See accompanying notes to unaudited interim consolidated
                          financial statements.

<PAGE>

                          NEXTLINK COMMUNICATIONS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of NEXTLINK 
Communications, Inc., a Delaware corporation, and its majority-owned 
subsidiaries (collectively referred to as the Company). The Company, through 
predecessor entities, was formed on September 16, 1994 and, through its 
subsidiaries, provides high-quality telecommunications services in selected 
markets in the United States. The Company is a majority-owned subsidiary of 
Eagle River Investments, L.L.C. (Eagle River).

     The Company's financial statements include 100% of the assets, 
liabilities and results of operations of subsidiaries in which the Company 
has a controlling interest of greater than 50%. The Company's investments in 
unconsolidated companies in which the Company has a 20% interest or more are 
accounted for on the equity method. Investments in entities in which the 
Company has voting interests of not more than 20% are accounted for on the 
cost method. All significant intercompany accounts and transactions have been 
eliminated.

     The interim financial statements are unaudited and have been prepared 
pursuant to the rules and regulations of the Securities and Exchange 
Commission. Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted pursuant to such rules 
and regulations. These condensed consolidated financial statements should be 
read in conjunction with the audited consolidated financial statements and 
notes thereto included in the Company's 1998 Form 10-K as filed with the 
Securities and Exchange Commission on March 29, 1999.

     The financial information included herein reflects all adjustments 
(consisting only of normal recurring adjustments) which are, in the opinion 
of management, necessary for a fair presentation of the results for interim 
periods. The results of operations for the three month period ended March 31, 
1999 are not necessarily indicative of the results to be expected for the 
full year.

2.   STRATEGIC AGREEMENT

     In January 1999, the Company entered into a strategic agreement with 
Covad Communications Group, Inc. (Covad). Pursuant to this agreement, the 
Company will become a preferred provider to Covad for local transport and 
colocation services for Covad's regional data centers. The Company has also 
invested $20.0 million in Covad under this agreement, and Covad will become 
the Company's preferred provider of DSL services where the Company elects not 
to provide its own such services. Covad is a leading provider of high-speed 
digital communications services using DSL technology.

     For the three months ended March 31, 1999, the Company's unrealized gain 
on its $20.0 million equity investment in Covad was $119.8 million. This 
unrealized gain was reported as "other comprehensive income" in accordance 
with SFAS No. 130, "Reporting Comprehensive Income".

3.   RECLASSIFICATIONS

     Certain reclassifications have been made to prior period amounts in 
order to conform to the current presentation.

<PAGE>

4.   REPORTABLE SEGMENTS

     The Company's interactive voice response segment contributed the 
following percentages to the Company's total:

<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                                 MARCH 31,
                                                                        ----------------------------
                                                                           1999            1998
                                                                        ------------    ------------
     <S>                                                                <C>             <C>
     Revenue.........................................................        9.8%           17.7%
     Net loss (excluding corporate overhead).........................        2.4%            1.2%
</TABLE>

5.   SUBSEQUENT EVENTS

     ACQUISITIONS

     In April 1999, NEXTLINK acquired WNP Communications, Inc. for $698.2 
million. Of this amount, $157.7 million was paid in cash to the FCC for 
license fees, including interest. The remainder was paid to stockholders of 
WNP, and consisted of $190.1 million in cash and 5,715,831 shares of Class A 
common stock. In this transaction, the Company acquired 39 A block LMDS 
wireless licenses covering an area where approximately 98 million people live 
or work and one B block LMDS wireless license covering an area where 
approximately 16 million people live or work. The Company plans to use the 
fixed wireless licenses acquired in the WNP transaction to extend the reach 
of its fiber networks and to connect additional customers directly to its 
fiber networks.

     In March 1999, the Company entered into a definitive agreement with 
Nextel Communications, Inc. to acquire Nextel's 50% interest in NEXTBAND for 
approximately $137.7 million. NEXTBAND owns 13 A block LMDS licenses and 29 B 
block licenses. This transaction has not yet closed.

     FINANCINGS

     On May 5, 1999, NEXTLINK and certain NEXTLINK stockholders filed a 
registration statement offering 8,600,000 shares of Class A common stock to 
the public. Of the total shares to be offered, the Company is offering 
4,982,050 newly issued shares of Class A common stock, and certain selling 
stockholders are offering 3,617,950 shares of Class A common stock already 
owned.

     On May 5, 1999, NEXTLINK also filed a registration statement 
concurrently offering approximately $750.0 million in Senior and Senior 
Discount Notes, due 2009. The proposed sales of the Company's Class A common 
stock and Senior and Senior Discount Notes due 2009 are not contingent on one 
another.

<PAGE>

PART I.        FINANCIAL INFORMATION

Item 1(b).     FINANCIAL STATEMENTS

                             NEXTLINK CAPITAL, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                              MARCH 31,              DECEMBER 31,
                                                                                 1999                    1998
                                                                           -----------------       -----------------
<S>                                                                        <C>                     <C>
ASSETS
Cash in bank...........................................................      $         100           $       100
                                                                             -------------           -----------
                                                                             -------------           -----------

SHAREHOLDER'S EQUITY
Common stock, no par value,
     1,000 shares authorized, issued and outstanding...................      $         100           $       100
                                                                             -------------           -----------
                                                                             -------------           -----------
</TABLE>

                             NOTES TO BALANCE SHEETS

1.   DESCRIPTION

     NEXTLINK Capital, Inc. (NEXTLINK Capital) is a Washington corporation 
and a wholly owned subsidiary of NEXTLINK Communications, Inc. (NEXTLINK). 
NEXTLINK Capital was formed for the sole purpose of obtaining financing from 
external sources and is a joint obligor on the 12 1/2% Senior Notes due April 
15, 2006 of NEXTLINK. NEXTLINK Capital was initially funded with a $100 
contribution from NEXTLINK and has had no operations to date.

2.   BASIS OF PRESENTATION

     The interim financial statements have been prepared without an audit, 
pursuant to the rules and regulations of the Securities and Exchange 
Commission. These consolidated financial statements should be read in 
conjunction with the audited consolidated financial statements and notes 
thereto included in the Company's 1998 Form 10-K as filed with the Securities 
and Exchange Commission on March 29, 1999.

<PAGE>

PART I.        FINANCIAL INFORMATION

Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
               AND RESULTS OF OPERATIONS

OVERVIEW

     Since 1996, we have provided high-quality telecommunications services to 
the rapidly growing business market. To serve our customers' broad and 
expanding telecommunications needs, we have assembled a unique collection of 
high-bandwidth, local and national network assets. We intend to integrate 
these assets into a seamless network that will support the most advanced 
communications technologies available, and make us the provider best 
positioned to deliver the broad variety of data and voice applications our 
customers require.

     To accomplish this:

     -        we have built 23 high bandwidth, or broadband, local networks 
              in 14 states, generally located in the central business 
              districts of the cities we serve, and we are continuing to 
              build additional networks;

     -        we have become the nation's largest holder of broadband fixed 
              wireless spectrum with FCC licenses covering 95% of the population
              of the 30 largest U.S. cities, which we will use to extend the
              reach of our networks to additional customers; and

     -        we have acquired exclusive interests in a national broadband 
              network now being built to traverse over 16,000 miles and to 
              connect more than 50 cities, including all of the largest 
              cities that our current and planned local networks serve.

     We currently operate local networks in 38 cities. We serve larger 
cities, such as New York, Los Angeles, Chicago, Atlanta, the San Francisco 
Bay Area, Denver, Dallas and Miami, medium-sized markets, such as Salt Lake 
City and Nashville, and clusters of smaller markets in Orange County, 
California and central Pennsylvania. We are currently building additional 
local networks, and plan to have operational networks in most of the 30 
largest U.S. cities by the end of 2000. We launched service in San Diego 
earlier this year, and the next phase of our expansion plan includes the 
launch of service in Washington D.C. and Seattle in the second quarter of 
1999, and in Newark, Detroit, Boston, Phoenix and Houston by the end of 1999.

     Our networks typically encircle a city's central business district and 
connect to our central offices. We build our own networks wherever possible, 
which enables us to deliver higher quality services and will enable us to 
deliver new services, which we expect will increase our operating margins.

     Our goal is to provide our customers with complete voice and data 
network solutions for all of their communications needs, using our own fiber, 
switches and other facilities to the greatest extent possible. To reduce our 
reliance on the physical connection for the short distance --referred to as 
the "first mile"-- between our customers and our fiber optic networks, which 
is currently often leased from the dominant carrier, we intend to increase 
the number of customers connected directly to our networks. In some cases, we 
will construct a new fiber optic extension from our network to the customer's 
premises. In other cases, we will deploy a high-bandwidth wireless connection 
between an antenna on the roof of the customer's premises and an antenna 
attached to our fiber rings. These wireless connections offer high-quality 
broadband capacity and often cost less than fiber to install. We expect to 
deploy wireless first mile extensions in 25 markets by the end of 2000.

     Our networks support a variety of communications technologies, which 
permits us to offer our customers a set of technology options to meet our 
customers' changing needs, and introduce new technologies as they become 
available. For example, we have begun to add new technologies to our networks 
including Internet Protocol, or IP, routers and switches, and Asynchronous 
Transfer Mode, or ATM, switches. ATM switches will enable us to meet the 
demands of large, high-volume customers, while IP routers and switches will 
enable us to carry Internet traffic more efficiently and to provide more 
services. However, we intend to remain flexible in our technology choices, to 
serve our customers' present needs and to take advantage of the future 
opportunities that technological advances may bring.

<PAGE>

     The table below provides selected key financial and operating data 
(dollars are in thousands):

<TABLE>
<CAPTION>

                                                                               AS OF AND
                                                                       FOR THE THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                         1999              1998
                                                                    ---------------    --------------
    <S>                                                             <C>                <C>
    FINANCIAL DATA:
    Gross property and equipment..............................       $  801,344         $  341,664
    EBITDA (1) ...............................................       $  (47,447)        $  (29,962)

    OPERATING DATA (2):
    Route miles (3)...........................................            2,897              2,036
    Fiber miles (4)...........................................          223,463            141,788
    On-net buildings connected (5)............................              854                571
    Off-net buildings connected (6)...........................           13,950              5,947
    Switches installed........................................               22                 14
    Access lines in service (7)...............................          224,713             72,834
    Employees.................................................            2,539              1,499

</TABLE>

(1)     EBITDA represents net loss before interest expense, interest income,
        depreciation, amortization and deferred compensation expense. EBITDA is
        commonly used to analyze companies on the basis of operating
        performance, leverage and liquidity. While EBITDA should not be
        construed as a substitute for operating income or a better measure of
        liquidity than cash flow from operating activities, which are
        determined in accordance with generally accepted accounting principles,
        it is included herein to provide additional information with respect to
        our ability to meet future debt service, capital expenditure and
        working capital requirements.

(2)     The operating data includes 100% of the statistics of the Las Vegas
        network, which we manage and in which we have a 40% membership
        interest.

(3)     Route miles refers to the number of miles of the telecommunications 
        path in which our owned or leased fiber optic cables are installed.

(4)     Fiber miles refers to the number of route miles installed along a
        telecommunications path, multiplied by our estimate of the number of
        fibers along that path.

(5)     Represents buildings physically connected to our networks, excluding
        those connected by unbundled incumbent local exchange carrier (ILEC)
        facilities.

(6)     Represents buildings connected to our networks through leased or 
        unbundled ILEC facilities. 

(7)     Represents the number of access lines in service, including those 
        lines that are provided through resale of services. We serviced 
        2,894 resold access lines as of March 31, 1999. We define an access 
        line as a telephone connection between a customer purchasing local 
        telephone services and us. This connection does not include the 
        concept of access line equivalents (ALEs), and is a one-for-one 
        relationship with no multipliers used for trunk ratios, except for 
        those trunks over which primary rate interface (PRI) service is 
        provided, which are counted as 23 access lines.

<PAGE>

RESULTS OF OPERATIONS

     Revenue increased 83% to $48.6 million during the first quarter of 1999, 
from $26.5 million in the same period in 1998. Revenue reported consisted of 
the following components (in thousands):

<TABLE>
<CAPTION>

                                                                           THREE MONTHS ENDED
                                                                                MARCH 31,
                                                                         1999              1998
                                                                     --------------    -------------
    <S>                                                              <C>               <C>
    Bundled local and long distance, and dedicated services.......    $   34,869       $    10,988
    Shared tenant services........................................         3,013             3,287
    Long distance telephone services..............................         5,939             7,022
    Enhanced services.............................................         4,765             5,248
                                                                      ----------       -----------

    Total revenue.................................................    $   48,586       $    26,545
                                                                      ==========       ===========
</TABLE>

     The increase in total revenue was driven by 217% growth in revenues from 
bundled local and long distance services and dedicated services, which 
resulted from an increase in customer access lines installed. Our quarterly 
installation rate of customer access lines increased from 22,703 in the first 
quarter of 1998 to 50,531 during the first quarter of 1999. As of March 31, 
1999, we had 224,713 access lines in service, compared to 72,834 as of March 
31, 1998. Enhanced revenue consists primarily of interactive voice response 
(IVR) services.

     We began offering switched local and long distance services in our first 
seven markets in July 1996, 18 markets during 1997 and 12 additional markets 
during 1998. Most recently, we launched services in San Diego during the 
first quarter of 1999. In addition, since January 1995, NEXTLINK has offered 
private leased line, or dedicated services.

     Operating expenses consist of costs directly related to providing 
facilities-based network and enhanced communications services and also 
include salaries and benefits and related costs of operations and engineering 
personnel. Operating expenses increased 78% during the first quarter of 1999 
to $43.7 million, an increase of $19.1 million over the same period in 1998. 
These increases primarily resulted from:

     -    increased network costs related to provisioning higher volumes of 
          local, long distance and enhanced services;

     -    an increase in the number of our employees; and

     -    an increase in other related costs primarily to expand our local 
          and long distance service businesses in our existing and planned 
          markets.

     Selling, general and administrative expenses include salaries and 
related personnel costs, facilities expenses, sales and marketing, 
information systems costs, consulting and legal fees and equity in loss of 
affiliates. Selling, general and administrative expenses increased 64% for 
the three months ended March 31, 1999 as compared to the corresponding period 
in 1998. The increase was primarily due to an increase in the number of our 
employees, as well as other costs associated with the expansion of our local 
and long distance service businesses in our existing and planned markets.

     We recorded deferred compensation expense in connection with options 
granted under our Equity Option Plan until April 1997, and our Stock Option 
Plan, which replaced the Equity Option Plan, subsequent to April 1997. The 
stock options granted under the Equity Option Plan were considered 
compensatory and we accounted for them on a basis similar to that used for 
stock appreciation rights. All options outstanding under the Equity Option 
Plan were regranted under the Stock Option Plan with terms and conditions 
substantially the same as under the Equity Option Plan. As a result, we 
continue to record deferred compensation expense for the compensatory stock 
options issued 

<PAGE>

under both plans over their vesting periods, based on the excess of the fair 
value at the date of grant over their exercise prices.

     Depreciation expense increased primarily due to placement in service of 
additional telecommunications network assets, including switches, fiber optic 
cable, network electronics and related equipment. We expect depreciation 
expense to continue to increase as we expand our networks and install 
additional equipment associated with voice and data technologies.

     Interest expense increased 118% in the first quarter of 1999 over the 
prior year due to an increase in our average outstanding indebtedness over 
the respective periods. For more information, see "Liquidity and Capital 
Resources." Pursuant to Statement of Financial Accounting Standards No. 34, 
we capitalize a portion of our interest costs as part of the construction 
cost of our communications networks. Capitalized interest during the first 
quarter of 1999 totaled $2.8 million. Interest income results from investment 
of excess cash and certain securities that have been pledged as collateral 
for interest payments on the 12 1/2% senior notes. The increase in interest 
income during the first quarter of 1999 over 1998 corresponded to the 
increase in our average outstanding cash balances.

LIQUIDITY AND CAPITAL RESOURCES

     Our business is capital intensive and, as such, has required and will 
continue to require substantial capital investment. We build high capacity 
networks with broad market coverage, a strategy that initially increases our 
level of capital expenditures and operating losses and requires us to make a 
substantial portion of our capital investments before we realize any revenue 
from them. These capital expenditures, together with the associated early 
operating expenses, will continue to result in negative cash flow unless and 
until we are able to establish an adequate customer base. We believe, 
however, that over the long term this strategy will enhance our financial 
performance by increasing the traffic flow over our networks.

     During the first three months of 1999, we used $103.1 million in cash 
for operating activities, compared to $22.1 million for the same period in 
the prior year. The increase was primarily due to a substantial increase in 
our activities associated with the continued development and expansion of 
local and long distance service operations. In addition, during the first 
three months of 1999, we invested $112.1 million in property and equipment. 
During the same period in 1998, we invested $44.5 million in property and 
equipment, and $117.0 million in acquisitions of telecommunications assets 
and equity investments in telecommunications businesses.

     Our current 1999 and 2000 plans call for approximately $2,000 million in 
total capital expenditures (including the commitments of the INTERNEXT joint 
venture described below), of which $112.1 million was spent in the first 
quarter of 1999. Our actual capital spending may be higher or lower than 
these amounts. We expect to make substantial capital expenditures relating to 
our existing and planned network development and operations. These 
expenditures include:

     -    the purchase and installation of switches, routers, servers and 
          other data-related equipment and related electronics in existing 
          networks and in networks to be constructed or acquired in new or 
          adjacent markets;

     -    the purchase and installation of fiber optic cable and electronics 
          to expand existing networks and develop new networks, including the 
          connection of new buildings;

     -    the development of our comprehensive information technology 
          platform;

     -    the purchase and installation of equipment associated with the 
          deployment of LMDS using our LMDS spectrum;

     -    funding of the INTERNEXT venture described below, and related 
          expenses we expect to incur in building our national network;

<PAGE>

     -    the purchase and installation of equipment associated with 
          deployment of Digital Subscriber Line, or DSL Services; and

     -    the funding of operating losses and working capital.

     Our strategic plan calls also for expansion into additional market 
areas. This expansion will require significant additional capital for:

     -    potential acquisitions of businesses or assets;

     -    design, development and construction of new networks; and

     -    the funding of operating losses and working capital during the 
          start-up phase of each market.

     As of March 31, 1999, we had unrestricted cash and investments of 
$1,244.4 million.

     On May 5, 1999, NEXTLINK and certain NEXTLINK stockholders filed a 
registration statement offering 8,600,000 shares of Class A common stock to 
the public. Of the total shares to be offered, the Company is offering 
4,982,050 newly issued shares of Class A common stock, and certain selling 
stockholders are offering 3,617,950 shares of Class A common stock already 
owned.

     On May 5, 1999, NEXTLINK also filed a registration statement 
concurrently offering approximately $750.0 million in Senior and Senior 
Discount Notes, due 2009. The proposed sales of the Company's Class A common 
stock and Senior and Senior Discount Notes due 2009 are not contingent on one 
another.

     In April 1999, we acquired WNP Communications, Inc. for $698.2 million. 
Of this amount, $157.7 million was paid in cash to the FCC for license fees, 
including interest. The remainder was paid to stockholders of WNP, and 
consisted of $190.1 million in cash and 5,715,831 shares of Class A common 
stock. In this transaction, we acquired 39 A block local multipoint 
distribution services, or LMDS, wireless licenses covering an area where 
approximately 98 million people live or work and one B block LMDS wireless 
license covering an area where approximately 16 million people live or work. 
We plan to use the fixed wireless licenses acquired in the WNP transaction to 
extend the reach of our fiber networks and to connect additional customers 
directly to our fiber networks. Deploying the technologies associated with our 
LMDS strategy will require additional capital expenditures.

     In January 1998, we formed NEXTBAND, a joint venture that is owned 50% 
each by us and Nextel. NEXTBAND owns LMDS licenses in 42 markets throughout 
the U.S. In March 1999, we entered into a definitive agreement to acquire 
Nextel's 50% interest in NEXTBAND for approximately $137.7 million, 
consisting of at least $68.9 million in cash, with the remainder payable at 
our election in cash or shares of Class A common stock. The purchase price 
was determined based on a formula derived from the purchase price paid in the 
WNP merger. The minimum cash consideration will increase by an amount equal 
to 25% of the proceeds NEXTLINK receives in a proposed offering of shares of 
its Class A common stock, up to the amount of the total purchase price.

     In January 1999, we entered into a strategic agreement with Covad 
Communications Group, Inc., a leading provider of high-speed digital 
communications services using DSL technology. Pursuant to this agreement, we 
will become a preferred provider to Covad for local transport and colocation 
services for Covad's regional data centers. We also invested $20.0 million in 
Covad under this agreement, and Covad will become a preferred provider to us 
of DSL services, where we elect not to provide such services ourselves.

     In July 1998, we formed INTERNEXT L.L.C., which is beneficially owned 
50% each by us and Eagle River Investments L.L.C., and is managed by us. 
INTERNEXT entered into an agreement with Level 3 Communications, Inc. Level 3 
is constructing a national fiber optic network that is expected to cover more 
than 16,000 route miles with six or more conduits and connect 50 cities in 
the United States and Canada. Pursuant to this agreement, 

<PAGE>

INTERNEXT will receive an exclusive interest in 24 fibers in a shared, filled 
conduit, one entire empty conduit and the right to 25% of the fibers pulled 
through the sixth and any additional conduits in the network. INTERNEXT will 
pay $700.0 million in exchange for these rights, the majority of which will 
be payable as segments of the network are completed and accepted by 
INTERNEXT, which is expected to occur substantially during 2000 and 2001. 
NEXTLINK has guaranteed 50% of the financial obligations of INTERNEXT under 
this agreement and, together with Eagle River, has also guaranteed the 
performance of certain other obligations of INTERNEXT.

     In addition, our operating flexibility with respect to certain business 
matters is, and will continue to be, limited by covenants associated with our 
outstanding senior notes. Among other things, these covenants limit the 
ability of us and our subsidiaries to incur additional indebtedness, create 
liens upon assets, apply the proceeds from the disposal of assets, make 
dividend payments and other distributions on capital stock and redeem capital 
stock. A covenant in the indenture for the 10 3/4% senior notes, requires us 
to use the net proceeds from the sale of those notes to fund not more than 
80% of the cost of expenditures relating to the construction, improvement and 
acquisition of new and existing networks and services and direct or indirect 
investments in certain joint ventures, including NEXTBAND and INTERNEXT, and 
to fund similar expenditures. We expect to fund the remainder of these costs 
with the proceeds of equity offerings.

     In addition, the terms of our 14% Senior Exchangeable Redeemable 
Preferred Stock contain covenants that may limit our flexibility in incurring 
additional indebtedness and issuing additional preferred shares. We were in 
compliance with all covenants associated with our notes and the 14% preferred 
stock as of March 31, 1999.

IMPACT OF YEAR 2000

     Certain of NEXTLINK's older computer systems and applications were 
written to define a given year with abbreviated dates using the last two 
digits in a year rather than the entire four digits. As a result, when 
computer systems attempt to process dates both before and after January 1, 
2000, two digit year fields may create processing ambiguities that can cause 
errors and system failures. For example, systems and applications may have 
time-sensitive software that recognize an abbreviated year "00" as the year 
1900 rather than the year 2000. These errors or failures may have limited 
effects, or the effects may be widespread, depending on the computer chip, 
system, or software, and its location and function.

     STATE OF READINESS

     NEXTLINK is currently assessing the impact of the Year 2000, and has 
adopted a formal Year 2000 plan, or the Plan. The purpose of the Plan will be 
to develop and perform reasonable steps intended to prevent NEXTLINK's 
critical operational functions from being impaired due to the Year 2000 
problem. The first phase of NEXTLINK's Year 2000 assessment, which has been 
completed, includes:

     -        taking an inventory of priority systems and equipment to 
              determine the extent of remediation required for Year 2000 
              readiness (generally defined as the ability of information 
              systems to accurately process data from, into and between the 
              twentieth and twenty-first centuries, including leap year 
              calculations),

     -        developing a strategy to manage vendors' and other outside 
              entities' progress toward Year 2000 compliance,

     -        designing a company-wide Year 2000 communications plan, and

     -        creating a risk assessment and impact analysis from which the 
              Plan is developed.

     NEXTLINK has engaged outside consultants to aid in formulating and 
implementing the Plan.

     NEXTLINK's assessments to date have indicated that its major operational 
support systems, including its billing, order management, network management, 
and financial systems are Year 2000 ready. In addition, 

<PAGE>

NEXTLINK has received positive confirmation from its vendor that NEXTLINK's 
Nortel DMS 500 switches are also Year 2000 compliant.

     NEXTLINK does not have control of outside entities or their systems. 
However, NEXTLINK's Plan will include ongoing identification of and contact 
with such outside entities whose systems may have a substantial effect on 
NEXTLINK's ability to continue to conduct the critical aspects of its 
operations without disruption from Year 2000 problems. In the event such 
outside systems are identified, NEXTLINK will work with the outside entities 
in a reasonable attempt to inventory, assess, analyze, and develop 
contingency plans for NEXTLINK's connections to these outside entities and 
their systems and to determine the extent to which they are, or can be made 
to be, Year 2000 compliant.

     COSTS TO ADDRESS YEAR 2000 ISSUES

     NEXTLINK has not incurred material historical costs for Year 2000 
awareness, inventory, assessment, analysis, conversion, or contingency 
planning. Further, NEXTLINK anticipates that its future costs for these 
purposes will not be material.

     Year 2000 costs are difficult to estimate accurately because of 
unanticipated vendor delays, technical difficulties, and similar events. 
Although management believes that its estimates are reasonable, NEXTLINK 
cannot assure you that the actual costs of implementing the Plan will not 
differ materially from the estimated costs or that NEXTLINK will not be 
materially adversely affected by Year 2000 issues. Furthermore, the estimated 
costs of implementing the Plan do not consider the costs, if any, that might 
be incurred as a result of Year 2000-related failures that occur despite 
NEXTLINK's implementation of the Plan.

     YEAR 2000 RISK FACTORS

     Between now and the year 2000 there will be increased competition for 
people with the technical and managerial skills necessary to deal with the 
Year 2000 problem. NEXTLINK believes it employs an adequate number of 
personnel skilled in dealing with the Year 2000 problem and has retained 
outside consultants who bring additional skilled people to deal with the Year 
2000 problem as it affects NEXTLINK. Nevertheless, NEXTLINK could face 
shortages of skilled personnel or other resources, such as Year 2000 
compliant computer chips. These shortages might delay or otherwise impair 
NEXTLINK's ability to assure that its critical systems are Year 2000 
compliant. Outside entities could face similar problems that could materially 
affect NEXTLINK. NEXTLINK believes that the possible impact of the shortage 
of skilled people and resources is not, and will not be, unique to NEXTLINK.

     NEXTLINK believes that its critical systems will be Year 2000 ready 
before January 1, 2000. However, there is no assurance that the Plan will 
succeed in accomplishing its purposes and unforeseen circumstances may arise 
during implementation of the Plan that would materially and adversely affect 
NEXTLINK.

     NEXTLINK is taking reasonable steps to identify, assess, and, where 
appropriate, replace devices that contain embedded chips. Despite these 
reasonable efforts, NEXTLINK may not be able to find and remediate all 
embedded chips in all of NEXTLINK's systems. Further, outside entities on 
which NEXTLINK depends also may not be able to find and remediate all 
embedded chips in their systems. Some chips that are not Year 2000 compliant 
may create system disruptions or failures, which may, in turn, cause 
disruptions or failures in other systems. These cascading problems could 
impair NEXTLINK's ability to serve its customers and otherwise fulfill 
contractual and legal obligations. NEXTLINK believes that the possible 
adverse impact of the embedded chip problem is not, and will not be, unique 
to NEXTLINK.

     NEXTLINK cannot ensure that suppliers upon which it depends for 
essential supplies and services will convert and test their critical systems 
and processes in a timely manner. Failure or delay by all or some of these 
entities, including federal, state, or local governments, to make their 
systems and processes Year 2000 compliant could create substantial 
disruptions having a material adverse effect on NEXTLINK's operations.

<PAGE>

     In a recent Securities and Exchange Commission release regarding Year 
2000 disclosure, the Securities and Exchange Commission stated that public 
companies must disclose the most reasonably likely worst case Year 2000 
scenario. Although it is not possible to assess the likelihood of any of the 
following events, each must be included in a consideration of worst case 
scenarios: widespread disruption of the services provided by common 
communications carriers; similar disruption to the means and modes of 
transportation for NEXTLINK and its employees, contractors, suppliers, and 
customers; significant disruption to NEXTLINK's ability to gain access to, 
and remain working in, office buildings and other facilities; the failure of 
substantial numbers of NEXTLINK's critical computer hardware and software 
systems, including both internal business systems and systems controlling 
operational facilities such as electrical generation, transmission, and 
distribution systems; and the failure of outside entities' systems, including 
systems related to banking and finance. Among other things, NEXTLINK could 
face substantial claims by customers or loss of revenue due to service 
interruptions, inability to fulfill contractual obligations or to bill 
customers accurately and on a timely basis, and increased expenses associated 
with litigation, stabilization of operations following critical system 
failures, and the execution of contingency plans. NEXTLINK could also 
experience an inability by customers and others to pay, on a timely basis or 
at all, obligations owed to NEXTLINK. Under these circumstances, the adverse 
effects on NEXTLINK would be material, although not quantifiable at this 
time. Further, the cumulative effect of these failures could have a 
substantial adverse effect on the economy, domestically and internationally. 
The adverse effect on NEXTLINK from a domestic or global recession or 
depression also could be material, although not quantifiable at this time. 
NEXTLINK will continue to monitor business conditions to assess and quantify 
material adverse effects, if any, that may result from the Year 2000 problem.

     CONTINGENCY PLANS

     As part of the Plan, NEXTLINK is developing contingency plans that deal 
with internal aspects of the Year 2000 problem. Despite its good faith and 
reasonable efforts, NEXTLINK may not have satisfactorily addressed the Year 
2000 problem with respect to its critical internal systems. NEXTLINK plans to 
address all Year 2000 problems as it does with any problem that occurs with 
its networks and systems. At this point in NEXTLINK's Year 2000 program, 
based on information gathered to date, and because NEXTLINK's information 
technology and fiber optic switched telephone networks systems and 
infrastructure has been deployed only since 1995 and corporate policy 
requires all hardware and software vendors to warrant that their systems are 
Year 2000 compliant, we do not believe that any date-related problems that do 
occur on or after January 1, 2000 will be of the type that cannot be 
addressed using practices for addressing any network or system problem.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

     Some statements and information contained in this prospectus are not 
historical facts, but are "forward-looking statements", as such term is 
defined in the Private Securities Litigation Reform Act of 1995. We wish to 
caution you that these forward-looking statements are only predictions, and 
actual events or results may differ materially as a result of risks that we 
face, including those set forth under "Outlook: Issues and Uncertainties" in 
our Form 10-K filed with the SEC on March 29, 1999. These forward-looking 
statements can be identified by the use of forward-looking terminology such 
as "believes", "expects", "plans", "may", "will", "would," "could," "should", 
or "anticipates" or the negative of these words or other variations of these 
words or other comparable words, or by discussions of strategy that involve 
risks and uncertainties. Such forward-looking statements include, but are not 
limited to:

     -        the number of markets we expect to serve, the expected number 
              of addressable business lines in markets in which we currently 
              provide service and the markets in which we expect to provide 
              service;

     -        our expectations regarding our ability to attract and retain 
              customers;

     -        our beliefs regarding certain competitive advantages, including 
              that of our national end-to-end network, the introduction of IP 
              and ATM technologies, our management structure and provisioning 
              processes and systems;

<PAGE>

     -        our expectation regarding the size of our sales and customer 
              care forces;

     -        our belief regarding traffic flow over our networks and the 
              effects and benefits of high capacity networks with broad 
              coverage based on a uniform technology platform;

     -        our plans to install additional switches, data networking 
              capabilities such as IP and ATM facilities and high speed 
              technologies such as DSL;

     -        our plans to implement wireless first mile connections;

     -        our ability to maintain technological flexibility;

     -        our expectation regarding the development of a national network 
              and the implementation of a national network end-to-end 
              strategy;

     -        our anticipated capital expenditures, funding thereof and 
              levels of indebtedness and our expectations regarding 
              additional indebtedness; and

     -        statements with respect to our Year 2000 project.

NEW ACCOUNTING STANDARD

     In April 1998, the AICPA released Statement of Position 98-5, "Reporting 
on the Costs of Start-Up Activities" (SOP 98-5). The new standard requires 
that all entities expense costs of start-up activities as those costs are 
incurred. SOP 98-5 defines "start-up costs" as those costs directly related 
to pre-operating, pre-opening, and organization activities. This standard 
must be adopted in fiscal years beginning after December 15, 1998. The 
adoption of SOP 98-5 is not expected to have a material impact on the 
Company's financial position.

Item 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     NEXTLINK currently has instruments sensitive to market risk relating to 
exposure to changing interest rates and market prices. There have been no 
material changes in market risk since December 31, 1998.

<PAGE>

PART II.      OTHER INFORMATION

Item 1.       LEGAL PROCEEDINGS

              The Company is not currently a party to any legal proceedings,
              other than regulatory and other proceedings that are in the
              normal course of its business.

Item 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

              NEXTLINK filed a registration statement on Form S-1 (File No.
              333-32001) which became effective on September 26, 1997, whereby
              15,200,000 shares of Class A Common Stock, $0.02 par value per
              share, were sold in an initial public offering at a price of $17
              per share. Of the 15,200,000 shares of Class A Common Stock
              sold, 12,000,000 shares were sold by NEXTLINK and 3,200,000
              shares were sold by a selling shareholder. NEXTLINK did not
              receive any of the proceeds from the sale of shares by the
              selling shareholder. In addition, the underwriters of the IPO,
              led by Salomon Brothers Inc., exercised an option to purchase
              2,280,000 additional shares of Class A Common Stock at the same
              price per share. Net proceeds to NEXTLINK from the IPO totaled
              approximately $226.8 million, after deducting underwriting
              discounts, advisory fees and expenses aggregating approximately
              $16.0 million. NEXTLINK intends to use substantially all of the
              net proceeds from the IPO for expenditures relating to the
              expansion of existing networks and services, the development and
              acquisition of new networks and services and the funding of
              operating losses and working capital. None of the net proceeds
              from the IPO had been used by NEXTLINK as of March 31, 1999.

Item 3.       DEFAULTS UPON SENIOR SECURITIES

              None.

Item 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              Our Board of Directors has approved amendments to the NEXTLINK 
              Communications, Inc. Stock Option Plan to authorize an 
              additional 8,145,304 shares of our Class A common stock to 
              be issued under the plan. These amendments also have been 
              approved by one of our stockholders, Eagle River Investments, 
              L.L.C. Eagle River holds 18,871,787 shares of our Class B common
              stock, which represents shares with a majority of the total number
              of votes attributable to all shares of outstanding common stock.
              Our common stock is the only outstanding class of capital stock of
              NEXTLINK entitled to vote on this matter. Eagle River approved the
              Board's action by written consents in lieu of stockholder meetings
              dated February 22, 1999 and May 3, 1999, pursuant to Section 
              228(a) of the Delaware General Corporation Law. Because we are a 
              corporation organized under the laws of the State of Delaware, 
              our stockholders may take action by written consent without a 
              meeting. The Board has not solicitied any proxies or consents 
              from any other stockholders in connection with this action. 
              The increase in number of authorized shares available under the 
              Stock Option Plan will become effective 20 days after the date 
              on which we mail an information statement to stockholders of 
              NEXTLINK in accordance with rules of the Securities and 
              Exchange Commission. We expect to mail an information statement 
              in the near future.

Item 5.       OTHER INFORMATION

              None.

Item 6.       EXHIBITS AND REPORTS ON FORM 8-K 

              (a)   Exhibits

<TABLE>
                      <S>         <C>
                      3.1         Certificate of Incorporation of NEXTLINK 
                                  Communications, Inc. (1)

                      3.2         By-laws of NEXTLINK Communications, Inc. (1)

                      3.3         Articles of Incorporation of NEXTLINK Capital, Inc. (2)

<PAGE>

                      3.4         By-laws of NEXTLINK Capital, Inc. (2)

                      4.1         Form of Exchange Note Indenture, by and among NEXTLINK Communications, Inc.
                                  and United States Trust Company of New York, as Trustee, relating to the
                                  Exchange Notes, including form of Exchange Notes. (3)

                      4.2         Certificate of Designations of the Powers, Preferences and Relative,
                                  Participating, Optional and Other Special Rights of 14% Senior Exchangeable
                                  Redeemable Preferred Shares and Qualifications, Limitations and
                                  Restrictions Thereof. (1)

                      4.3         Form of stock certificate of 14% Senior Exchangeable Redeemable Preferred
                                  Shares. (3)

                      4.4         Indenture, dated as of April 25, 1996, by and among NEXTLINK
                                  Communications, Inc., NEXTLINK Capital, Inc. and United States Trust
                                  Company of New York, as Trustee, relating to 12 1/2% Senior Notes due April
                                  15, 2006, including form of global note. (2)

                      4.5         First Supplemental Indenture, dated as of January 31, 1997, by and among
                                  NEXTLINK Communications, Inc., NEXTLINK Communications, L.L.C., NEXTLINK
                                  Capital and United States Trust Company of New York, as Trustee. (3)

                      4.6         Indenture dated September 25, 1997, between United States Trust Company, as
                                  Trustee and NEXTLINK Communications, Inc., relating to the 9 5/8% Senior
                                  Notes due 2007. (3)

                      4.7         Indenture, dated March 3, 1998, between United States Trust Company, as
                                  Trustee and NEXTLINK Communications, Inc., relating to the 9% Senior Notes
                                  due 2008. (5)

                      4.8         Certificate of Designations of Powers, Preferences and Relative,
                                  Participating, Optional and Other Special Rights of 6 1/2% Cumulative
                                  Convertible Preferred Stock and Qualifications, Limitations and
                                  Restrictions Thereof. (1)

                      4.9         Form of Stock Certificate of Class A common stock. (9)

                      4.10        Indenture dated April 1, 1998 between United Trust Company, as Trustee and
                                  NEXTLINK Communications, Inc. relating to the 9.45% Senior Discount Notes
                                  due 2008. (5)

                      4.11        Second Supplemental Indenture, dated June 3, 1998, amending Indenture dated
                                  April 25, 1996, by and among NEXTLINK Communications, Inc., NEXTLINK
                                  Capital, Inc. and United States Trust Company of New York, as Trustee. (1)

                      4.12        First Supplemental Indenture, dated June 3, 19989, amending Indenture dated
                                  September 25. 1997, by and between NEXTLINK Communications, Inc. and United
                                  States Trust Company of New York, as Trustee. (1)

                      4.13        First Supplemental Indenture, dated June 3, 1998, amending Indenture dated
                                  March 3, 1998, by and between NEXTLINK Communications, Inc. and United
                                  States Trust Company of New York as Trustee. (1)

                      4.14        First Supplemental Indenture, dated June 3, 1998, amending Indenture dated
                                  April 1, 1998, by and between NEXTLINK Communications, Inc. and United
                                  States Trust Company of New York, as Trustee. (1)

                     10.1         Stock Option Plan of NEXTLINK Communications, Inc., as amended (1)

                     10.2         Employee Stock Purchase Plan of NEXTLINK Communications, Inc. (1)

<PAGE>

                     10.3         Registration Rights Agreement dated as of January 15, 1997, between the
                                  predecessor of NEXTLINK Communications, Inc. and the signatories listed
                                  therein. (3)

                     10.4         Fiber Lease and Innerduct Use Agreement, dated as of February 23, 1998, by
                                  and between NEXTLINK Communications, Inc. and Metromedia Fiber Netweork.
                                  (5)

                     10.5         Amendment No. 1 to Fiber Lease and Innerduct Use Agreement, dated as of
                                  March 4, 1998, by and between NEXTLINK Communications, Inc. and Metromedia
                                  Fiber Network, Inc. (5)

                     10.6         Agreement and Plan of Merger, dated as of January 14, 1999, among NEXTLINK,
                                  WNP Communications, Inc. and PCO Acquisition Corp. (7)

                     10.7         Registration Rights Agreement dated January 14, 1999 between the Company
                                  and the Holders referred to therein. Cost Sharing and IRU Agreement, dated
                                  July 18, 1998, between Level 3 Communications, LLC and INTERNEXT LLC. (7)

                     10.8         Consent and Indemnity Agreement of Stockholders, dated January 14, 1999, by
                                  and among NEXTLINK Communications, Inc., WNP Communications, Inc. and
                                  certain holders of non-voting and voting common stock of WNP
                                  Communications, Inc. (10)

                     10.9         Consent and Indemnity Agreement of Preferred Stockholders, dated January
                                  14, 1999, by and among NEXTLINK Communications, Inc., WNP Communications,
                                  Inc. and certain holders of Series A preferred stock of WNP Communications,
                                  Inc. (11)

                     10.10        NEXTBAND Interest Purchase Agreement, dated March 31, 1999, between Nextel
                                  Spectrum Acquisition Corp. and NEXTLINK Communications, Inc. (11)

                     10.11        Registration Rights Agreement, dated March 31, 1999, between Nextel
                                  Spectrum Acquisition Corp. and NEXTLINK Communications, Inc. (11)

                     27           Financial Data Schedule
</TABLE>

                     -----------------------
                     (1)  Incorporated herein by reference to the exhibit 
                          filed with the Registration Statement on Form S-4 
                          of NEXTLINK Communications, Inc. (Commission File 
                          No. 333-53975).

                     (2)  Incorporated herein by reference to the exhibit 
                          filed with the Registration Statement on Form S-4 
                          of NEXTLINK Communications, L.L.C. (the predecessor 
                          of NEXTLINK Communications, Inc.) and NEXTLINK 
                          Capital, Inc. (Commission File No. 333-4603).

                     (3)  Incorporated herein by reference to the exhibit 
                          filed with the Annual Report on Form 10-KSB for the 
                          year ended December 31, 1996 of NEXTLINK 
                          Communications, Inc. and NEXTLINK Capital, Inc. 
                          (Commission File Nos. 333-04603 and 333-04603-01).

                     (4)  Incorporated herein by reference to the exhibit 
                          filed with the Registration Statement on Form S-1 
                          of NEXTLINK Communications, Inc. (Commission File 
                          No. 333-32003).

                     (5)  Incorporated herein by reference to the exhibit 
                          filed with the Annual Report on Form 10-KSB for the 
                          year ended December 31, 1997 of NEXTLINK 
                          Communications, Inc. and NEXTLINK Capital, Inc. 
                          (Commission File Nos. 333-04603 and 333-04603-01).

<PAGE>

                     (6)  Incorporated herein by reference to the exhibit 
                          filed with the quarterly report on Form 10-Q for 
                          the quarterly period ended March 31, 1998 of 
                          NEXTLINK Communications, Inc. and NEXTLINK Capital, 
                          Inc. (Commission File No. 000-22939).

                     (7)  Incorporated herein by reference to the exhibits 
                          filed with the current report on form 8-K filed on 
                          January 19, 1999 (Commission File No. 000-22939).

                     (8)  Incorporated herein by reference to the exhibits 
                          filed with the Registration Statement on Form S-4 
                          of NEXTLINK Communications, Inc. (Commission File 
                          No. 333-71749).

                     (9)  Incorporated herein by reference to the exhibit 
                          filed with the Registration Statement on Form S-1 
                          of NEXTLINK Communications, Inc. (Commission File 
                          No. 333-32001).

                     (10) Incorporated herein by reference to the exhibits 
                          filed the Registration Statement on Form S-4 of 
                          NEXTLINK Communications, Inc. (Commission File No. 
                          333-75923)

                     (11) Incorporated herein by reference to the exhibits 
                          filed with the current report on Form 8-K filed on 
                          April 1, 1999 (Commission File No. 000-22939).

                     (12) Incorporated herein by reference to the exhibits 
                          filed with the Registration Statement on Form S-3 
                          of NEXTLINK Communications, Inc. (Commission File 
                          No. 333-77577).

(b)  Reports on Form 8-K

                     Current report on Form 8-K, filed January 19, 1999, 
                     regarding the acquisition of WNP Communications, Inc. 
                     and an agreement in principal with Nextel 
                     Communications, Inc. to acquire the 50% interest in 
                     NEXTBAND Communications that NEXTLINK does not currently 
                     own.

                     Current report on Form 8-K, filed April 1, 1999, 
                     regarding the definitive agreement with a subsidiary of 
                     Nextel Communications, Inc. to acquire the 50% interest 
                     in NEXTBAND Communications that NEXTLINK does not 
                     currently own.

                     Current report on Form 8-K, filed May 11, 1999, regarding
                     the closing of the acquisition of WNP Communications, Inc.

<PAGE>

                                   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, Inc.



Date: May 14, 1999                     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 14, 1999                     By: /S/ Kathleen H. Iskra
                                       -------------------------
                                       Kathleen H. Iskra
                                       Vice President, Chief Financial 
                                       Officer and Treasurer
                                       (Principal financial and accounting 
                                       officer)

<PAGE>

                          NEXTLINK COMMUNICATIONS, INC.
                                  EXHIBIT INDEX

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Exhibit No.   Description
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<S>           <C>
   3.1        Certificate of Incorporation of NEXTLINK Communications, Inc. (1)

   3.2        By-laws of NEXTLINK Communications, Inc. (1)

   3.3        Articles of Incorporation of NEXTLINK Capital, Inc. (2)

   3.4        By-laws of NEXTLINK Capital, Inc. (2)

   4.1        Form of Exchange Note Indenture, by and among NEXTLINK Communications,
              Inc. and United States Trust Company of New York, as Trustee, relating
              to the Exchange Notes, including form of Exchange Notes. (3)

   4.2        Certificate of Designations of the Powers, Preferences and Relative,
              Participating, Optional and Other Special Rights of 14% Senior
              Exchangeable Redeemable Preferred Shares and Qualifications, Limitations
              and Restrictions Thereof. (1)

   4.3        Form of stock certificate of 14% Senior Exchangeable Redeemable
              Preferred Shares. (3)

   4.4        Indenture, dated as of April 25, 1996, by and among NEXTLINK
              Communications, Inc., NEXTLINK Capital, Inc. and United States Trust
              Company of New York, as Trustee, relating to 12 1/2% Senior Notes due
              April 15, 2006, including form of global note. (2)

   4.5        First Supplemental Indenture, dated as of January 31, 1997, by and among
              NEXTLINK Communications, Inc., NEXTLINK Communications, L.L.C., NEXTLINK
              Capital and United States Trust Company of New York, as Trustee. (3)

   4.6        Indenture dated September 25, 1997, between United States Trust Company,
              as Trustee and NEXTLINK Communications, Inc., relating to the 9 5/8%
              Senior Notes due 2007. (12)

   4.7        Indenture, dated March 3, 1998, between United States Trust Company, as
              Trustee and NEXTLINK Communications, Inc., relating to the 9% Senior
              Notes due 2008. (5)

   4.8        Certificate of Designations of Powers, Preferences and Relative,
              Participating, Optional and Other Special Rights of 6 1/2% Cumulative
              Convertible Preferred Stock and Qualifications, Limitations and
              Restrictions Thereof. (1)

   4.9        Form of Stock Certificate of Class A common stock. (9)

   4.10       Indenture dated April 1, 1998 between United Trust Company, as Trustee
              and NEXTLINK Communications, Inc. relating to the 9.45% Senior Discount
              Notes due 2008. (5)

   4.11       Second Supplemental Indenture, dated June 3, 1998, amending Indenture
              dated April 25, 1996, by and among NEXTLINK Communications, Inc.,
              NEXTLINK Capital, Inc. and United States Trust Company of New York, as
              Trustee. (1)

   4.12       First Supplemental Indenture, dated June 3, 19989, amending Indenture
              dated September 25. 1997, by and between NEXTLINK Communications, Inc.
              and United States Trust Company of New York, as Trustee. (1)

<PAGE>

   4.13       First Supplemental Indenture, dated June 3, 1998, amending Indenture
              dated March 3, 1998, by and between NEXTLINK Communications, Inc. and
              United States Trust Company of New York as Trustee. (1)

   4.14       First Supplemental Indenture, dated June 3, 1998, amending Indenture
              dated April 1, 1998, by and between NEXTLINK Communications, Inc. and
              United States Trust Company of New York, as Trustee. (1)

  10.1        Stock Option Plan of NEXTLINK Communications, Inc., as amended (1)

  10.2        Employee Stock Purchase Plan of NEXTLINK Communications, Inc. (1)

  10.3        Registration Rights Agreement dated as of January 15, 1997, between the
              predecessor of NEXTLINK Communications, Inc. and the signatories listed
              therein. (3)

  10.4        Fiber Lease and Innerduct Use Agreement, dated as of February 23, 1998,
              by and between NEXTLINK Communications, Inc. and Metromedia Fiber
              Network. (5)

  10.5        Amendment No. 1 to Fiber Lease and Innerduct Use Agreement, dated as of
              March 4, 1998, by and between NEXTLINK Communications, Inc. and
              Metromedia Fiber Network, Inc. (5)

  10.6        Agreement and Plan of Merger, dated as of January 14, 1999, among
              NEXTLINK, WNP Communications, Inc. and PCO Acquisition Corp. (7)

  10.7        Registration Rights Agreement dated January 14, 1999 between the Company
              and the Holders referred to therein. Cost Sharing and IRU Agreement,
              dated July 18, 1998, between Level 3 Communications, LLC and INTERNEXT
              LLC. (7)

  10.8        Consent and Indemnity Agreement of Stockholders, dated January 14, 1999,
              by and among NEXTLINK Communications, Inc., WNP Communications, Inc. and
              certain holders of non-voting and voting common stock of WNP
              Communications, Inc. (10)

  10.9        Consent and Indemnity Agreement of Preferred Stockholders, dated January
              14, 1999, by and among NEXTLINK Communications, Inc., WNP
              Communications, Inc. and certain holders of Series A preferred stock of
              WNP Communications, Inc. (11)

  10.10       NEXTBAND Interest Purchase Agreement, dated March 31, 1999, between
              Nextel Spectrum Acquisition Corp. and NEXTLINK Communications, Inc. (11)

  10.11       Registration Rights Agreement, dated March 31, 1999, between Nextel
              Spectrum Acquisition Corp. and NEXTLINK Communications, Inc. (11)

  27          Financial Data Schedule

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---------------------
              (1)  Incorporated herein by reference to the exhibit filed with 
                   the Registration Statement on Form S-4 of NEXTLINK 
                   Communications, Inc. (Commission File No. 333-53975).

              (2)  Incorporated herein by reference to the exhibit filed with 
                   the Registration Statement on Form S-4 of NEXTLINK 
                   Communications, L.L.C. (the predecessor of NEXTLINK 
                   Communications, Inc.) and NEXTLINK Capital, Inc. 
                   (Commission File No. 333-4603).

              (3)  Incorporated herein by reference to the exhibit filed with 
                   the Annual Report on Form 10-KSB for the year ended 
                   December 31, 1996 of NEXTLINK Communications, Inc. and 
                   NEXTLINK Capital, Inc. (Commission File Nos. 333-04603 and 
                   333-04603-01).

<PAGE>

              (4)  Incorporated herein by reference to the exhibit filed with 
                   the Registration Statement on Form S-1 of NEXTLINK 
                   Communications, Inc. (Commission File No. 333-32003).

              (5)  Incorporated herein by reference to the exhibit filed with 
                   the Annual Report on Form 10-KSB for the year ended 
                   December 31, 1997 of NEXTLINK Communications, Inc. and 
                   NEXTLINK Capital, Inc. (Commission File Nos. 333-04603 and 
                   333-04603-01).

              (6)  Incorporated herein by reference to the exhibit filed with 
                   the quarterly report on Form 10-Q for the quarterly period 
                   ended March 31, 1998 of NEXTLINK Communications, Inc. and 
                   NEXTLINK Capital, Inc. (Commission File No. 000-22939).

              (7)  Incorporated herein by reference to the exhibits filed 
                   with the current report on form 8-K filed on January 19, 
                   1999 (Commission File No. 000-22939).

              (8)  Incorporated herein by reference to the exhibits filed 
                   with the Registration Statement on Form S-4 of NEXTLINK 
                   Communications, Inc. (Commission File No. 333-71749).

              (9)  Incorporated herein by reference to the exhibit filed with 
                   the Registration Statement on Form S-1 of NEXTLINK 
                   Communications, Inc. (Commission File No. 333-32001).

              (10) Incorporated herein by reference to the exhibits filed the 
                   Registration Statement on Form S-4 of NEXTLINK 
                   Communications, Inc. (Commission File No. 333-75923)

              (11) Incorporated herein by reference to the exhibits filed 
                   with the current report on Form 8-K filed on April 1, 1999 
                   (Commission File No. 000-22939).

              (12) Incorporated herein by reference to the exhibits filed 
                   with the Registration Statement on Form S-3 of NEXTLINK 
                   Communications, Inc. (Commission File No. 333-77577).