SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/ A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 16, 2000

NEXTLINK Communications, Inc.

1505 Farm Credit Drive, McLean, Virginia	22102

(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including area code: (703) 547-2000

Item 2.  Acquisition or Disposition of Assets.

On June 22, 2000, NEXTLINK Communications, Inc. (the “Registrant”) filed a Current Report on Form 8-K (the “Initial Report”) describing the merger on June 16, 2000 of each of NEXTLINK Communications, Inc., a Delaware corporation and Concentric Network Corporation (“Concentric”), a Delaware corporation, with and into the Registrant.

The purpose of this amendment to the Initial Report is to provide the financial statements of Concentric required by Item 7(a) of Form 8-K, and the pro forma combined condensed consolidated financial information required by Item 7(b) of Form 8-K, which information was not included with the Initial Report in reliance on Item 7(a)(4) of Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)  Financial statements of business acquired:

	The (i) Report of Ernst & Young LLP, dated January 21, 2000 (except for Note 13, as to which the date is March 20, 2000), (ii) consolidated audited balance sheets of Concentric as of December 31, 1998 and 1999, (iii)  consolidated statements of operations of Concentric for the years ended 1997, 1998 and 1999, (iv) consolidated statements of common stock subject to rescission and stockholders’ equity (deficit) of Concentric for the years ended 1997, 1998 and 1999 and (v) consolidated statements of cash flows of Concentric for the years ended 1997, 1998 and 1999 have been filed with the SEC as part of Concentric’s Annual Report on Form 10-K, filed on March 30, 2000 (File No. 000-22575), and are incorporated by reference and filed as exhibits hereto pursuant to Rule 12b-23(3).
	The (i) unaudited consolidated balance sheet of Concentric as of March 31, 2000, (ii) unaudited condensed consolidated statements of operations of Concentric for the three month periods ended March 31, 2000 and 1999 and (iii) unaudited condensed consolidated statements of cash flows for the three month periods ended March 31, 2000 and 1999 have been filed with the SEC as part of Concentric’s Quarterly Report on Form 10-Q, filed May  15, 2000 (File No. 000-22575), and are incorporated by reference and filed as exhibits hereto pursuant to Rule 12b-23(3).

(b)  Pro forma financial information.

	(i)	Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 1999.
	(ii)	Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 1999 and the three months ended March  31, 2000.

	(iii)	Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

(c)  Exhibits

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7(b)

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Unaudited Pro Forma Condensed Combined Financial Statements of NEXTLINK and Concentric

      The following unaudited pro forma condensed combined financial statements combine the historical consolidated balance sheets and statements of operations of NEXTLINK and Concentric, including their respective subsidiaries after giving effect to the merger. The unaudited pro forma condensed combined balance sheet as of March 31, 2000 set forth below gives effect to the merger as if it occurred on March 31, 2000. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 1999 and the three months ending March 31, 2000 give effect to the merger as if it occurred January 1, 1999. These statements are prepared based on the notes to these unaudited pro forma condensed combined financial statements. The merger has been accounted for as a purchase business combination.

      The following unaudited pro forma financial information has been prepared based upon, and should be read in conjunction with, the audited historical consolidated financial statements of NEXTLINK and Concentric. The unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial position or operating results that would have occurred had the merger been completed on March 31, 2000 or at the beginning of the period for which the merger is being given effect, nor is it necessarily indicative of future financial position or operating results.

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Unaudited Pro Forma Condensed Combined Balance Sheet

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7(b)(ii)

Unaudited Pro Forma Condensed Combined Statement of Operations

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Unaudited Pro Forma Condensed Combined Statement of Operations

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7(b)(iii)

NOTES TO UNAUDITED PRO FORMA CONDENSED

Note 1.  Basis of Presentation

      The unaudited pro forma condensed combined balance sheet as of March 31, 2000 gives effect to the merger as if it had occurred on March 31, 2000. The unaudited pro forma combined statement of operations for the year ended December 31, 1999 and the three months ended March 31, 2000, give effect to the merger as if it had occurred January 1, 1999. The merger has been accounted for as a purchase business combination.

Note 2.  Purchase Price and Purchase Price Allocation

      The merger was accounted for as a purchase of Concentric by NEXTLINK. The merger resulted in an allocation of purchase price to the tangible and intangible assets of Concentric, as well as a write-off of the portion of the purchase price allocated to in-process technology. The transaction is not expected to result in an incremental deferred tax liability. This allocation reflects our estimate of the fair value of assets to be acquired by NEXTLINK based upon information available to us to date. We plan to adjust this allocation based on the final purchase price and our final determination of asset value.

      The calculation of the purchase consideration was based on the number of outstanding Concentric shares that were exchanged on the actual merger date and the exchange ratio applied per the merger agreement.

      Concentric’s outstanding options and warrants were converted to equivalent options and warrants of NM Acquisition Corp. The number of options and warrants and the exercise prices will be adjusted so that the NM Acquisition Corp. options and warrants issued for Concentric options and warrants will have an equivalent intrinsic value per option and warrant. The term and vesting of the options and warrants was not modified. We have therefore included the estimated fair value of these options and warrants in the purchase price. We calculated the fair value of the options and warrants to purchase shares in NM Acquisition Corp. based on the number of options and warrants outstanding on the actual merger date.

      The aggregate purchase price was determined as follows (in thousands):

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      The aggregate purchase price was allocated to the tangible and intangible assets of Concentric as follows (in thousands):

      The allocation of the purchase price to the assets and liabilities of Concentric is preliminary and subject to adjustment as final determination of values and future uses are made.

Note 3.  Other Pro Forma Adjustments

	a.	The pro forma adjustments reflect the elimination of Concentric’s historical common stock, deferred compensation, accumulated comprehensive income and accumulated deficit as of March  31, 2000.

	b.	The effect of allocating the aggregate purchase price to the tangible and intangible assets of Concentric results in additional amortization expense of $598.8 million for the year ended December 31, 1999 and $149.7 million for the quarter ended March 31, 2000. For amortization purposes, goodwill and has been assigned a five-year life and all other acquired intangible assets have been assigned a four-year life.

	c.	Proforma shares outstanding used in the computation of net loss per share for the year ended December 31, 1999 and the quarter ended March 31, 2000 is based on actual number of shares issued on the date of the merger plus NEXLINK’s historically reported weighted average shares outstanding for the period.

Note 4.  Reclassifications

      Certain historical amounts have been reclassified to conform with the pro forma condensed combined presentation.

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SIGNATURE

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

NEXTLINK COMMUNICATIONS, INC.

	By:	/s/ GARY D. BEGEMAN

	Gary D. Begeman Senior Vice President and General Counsel

Dated: August 21, 2000

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Exhibit Index

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