Registration No. 333-34824

2001 Edmund Halley Drive

Thomas J. Sidman, Esq.

Copies to:

Lisa A. Stater, Esq.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete. The selling security holders may not sell or offer these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities. Neither Nextel nor the selling security holders are soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated April 26, 2000

PROSPECTUS

Nextel Communications, Inc.

     This prospectus relates to the offering of up to $600,000,000 in principal amount of our 4 3/4% convertible senior notes due 2007 or the shares of our common stock issued upon conversion of the convertible notes (12,682,844 shares at the current conversion price) and 100,000 shares of common stock held by another selling security holder. The selling security holders may offer the securities at fixed prices, at prevailing market prices at the time of sale, at varying prices or negotiated prices. We will not receive any cash proceeds from the selling security holders’ sales of these securities.

     The Notes

•	Interest is payable on the convertible notes on each January 1 and July 1.
•	Holders may convert the convertible notes into our common stock at any time before July 1, 2007 or the earlier redemption or repurchase of the convertible notes, at a conversion price of $47.308 per share, subject to adjustment in specified events. Changes in the conversion price, if any, and the number of shares issuable upon conversion as a result of any change, will be set forth in a supplement to this prospectus.
•	On or after July 6, 2002, we may redeem any of the convertible notes at the redemption prices listed in this prospectus, plus accrued interest.
•	There is currently no established market for trading in the convertible notes.

     The Common Stock

•	Our common stock is listed on the Nasdaq National Market under the symbol “NXTL.”
•	On April 25, 2000, the last reported sale price of our common stock was $111   9/16.

     Pursuant to Rule 429 under the Securities Act of 1933, this prospectus also relates to Registration Statement No. 333-88971 pursuant to which the convertible notes and some of the shares of common stock were originally registered.

     As a prospective purchaser of these securities, you should carefully consider the discussion of “Risk Factors” that begins on page 5 of this prospectus.

     Neither the Securities and Exchange Commission nor any state securities commission has approved the convertible notes or common stock to be distributed under this prospectus, nor have any of these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 26, 2000

REFERENCES TO ADDITIONAL INFORMATION

      As used in this prospectus, “Nextel”, “us”, “our” or “we” refers to Nextel Communications, Inc. and its consolidated subsidiaries, except where the context otherwise requires or as otherwise indicated. This prospectus incorporates important business and financial information about Nextel that is not included in or delivered with this prospectus. You may obtain documents that are filed by Nextel with the Securities and Exchange Commission and incorporated by reference in this prospectus in writing or by telephone from:

          Nextel Communications, Inc.

See “XII. Where You Can Get More Information.”

      “Nextel”, “Nextel Direct Connect”, “Nextel Online” and “Nextel Worldwide” are trademarks or service marks of Nextel. “Motorola,” “iDEN”, “i1000plus”, “i500plus”, “i700plus” and “i2000” are trademarks or service marks of Motorola, Inc.

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TABLE OF CONTENTS

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I.  SUMMARY

      This summary highlights basic information about Nextel and the securities offered by the selling security holders, but does not contain all information important to you. You should read the more detailed information and consolidated financial statements and the related notes appearing elsewhere and incorporated by reference in this prospectus.

A.  Nextel

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

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

	•	digital mobile telephone service;
	•	digital two-way radio dispatch service, which provides instant conferencing capabilities and is marketed as “Nextel Direct Connect” service;
	•	paging; and
	•	short-messaging service.

      We refer to the handset device on which we deliver these services as a subscriber unit. As of March 31, 2000:

	•	we provided service to about 5,056,000 digital subscriber units in the United States; and
	•	our digital mobile network or the compatible digital mobile network of Nextel Partners, Inc., a joint venture in which we are a participant, was operational in areas in and around 96 of the top 100 metropolitan statistical areas in the United States.

      In 1999, we announced plans to offer our customers access to the Internet and new digital two-way mobile data services through our Nextel Online service offering. The first steps in this program were undertaken in 1999 as three new subscriber units developed and manufactured by Motorola, the “i1000plus,” the “i500plus” and the “i700plus,” were introduced. We expect these new handsets to be the first in a product line that incorporates micro-browsers and enables wireless Internet services, by supplying web-based applications and content directly to our subscribers. We announced the launch of Nextel Online service for Internet capable subscriber units on April 25, 2000.

      In early April 2000, we launched our Nextel Worldwide service offering with the introduction of the i2000 subscriber unit. The i2000, being manufactured by Motorola, is a dual mode subscriber unit that operates on both the iDEN technology used by Nextel and the Global System for Mobile Communications digital wireless technology that has been established as the current digital cellular communications standard in Europe and elsewhere. The i2000 allows seamless digital roaming in over 65 countries worldwide with the convenience of one phone, one number and one bill.

      In addition to our domestic operations, we have ownership interests in international wireless companies through our substantially wholly owned subsidiary, Nextel International, Inc. Nextel International, through its subsidiaries and affiliates, provides wireless communications services in and around various major metropolitan market areas in Latin America, Asia and Canada. Along with Nextel International, we provide our service in ten of the world’s 25 largest cities.

      Our principal executive and administrative facility is located at 2001 Edmund Halley Drive, Reston, Virginia 20191, and our telephone number is (703)433-4000.

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B.  Use of Proceeds

      We will not receive any cash proceeds from the sale of the securities being offered by the selling security holders.

C.  The Convertible Notes

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E.  Summary Consolidated Financial Information

      The financial information below for the years ended December 31, 1995, 1996, 1997, 1998, and 1999 has been derived from our audited consolidated financial statements. This information is only a summary and should be read in conjunction with our historical financial statements contained in reports filed with the Securities and Exchange Commission. See “XII. Where You Can Get More Information — A. Available Information.”

      Acquisitions. Our results were affected by business combinations, acquisitions and investments involving both domestic and international companies. In July 1995, we completed the acquisition of substantially all of Motorola’s 800 MHz specialized mobile radio licenses in the continental United States and mergers with OneComm Corporation and American Mobile Systems, Incorporated. In January 1996, we completed a merger with Dial Page, Inc. Additional information regarding acquisitions completed in 1997, 1998 and 1999 can be found in note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 1999.

      Income Tax Provision. As a result of operating results and the change in useful lives of some intangible assets, we increased our valuation allowance for deferred tax assets resulting in a tax provision of about $259 million in 1997.

      Ratio of Earnings to Fixed Charges. For the purpose of computing the ratio of earnings to fixed charges, earnings consist of loss before income taxes plus fixed charges less capitalized interest and less income (loss) from equity method investments and loss (income) attributable to minority interests. Fixed charges consist of:

	•	interest on all indebtedness and amortization of deferred financing costs and amortization of original issue discount; and
	•	that portion of rental expense which we believe to be representative of interest.

      The deficiency of earnings to cover fixed charges for the year ended December 31, 1995 was $563 million; for the year ended December 31, 1996 was $885 million; for the year ended December 31, 1997 was $1,342 million; for the year ended December 31, 1998 was $1,771 million; and for the year ended December 31, 1999 was $1,290 million.

      You should review notes 12 and 13 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 1999 for a detailed discussion of our capital stock.

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II.  RISK FACTORS

      You should carefully consider the specific factors listed below, as well as the other information included and incorporated by reference in this prospectus, before making an investment decision.

A.  Risk Factors Relating to Nextel

      We have never been profitable and have experienced negative cash flow since our start in 1987. We had losses attributable to common stockholders of about $1.5 billion during 1999. Our accumulated deficit was about $5.7 billion at December 31, 1999. We expect that losses will continue over the next several years. We cannot know when, if ever, net cash generated by our internal business operations will support our growth and continued operations.

  a.  Reasons we will need cash.

      We anticipate that we will need substantial amounts of cash for:

	•	capital expenditures to build and enhance our digital mobile network, including those to construct or modify network elements required for Nextel Online or to enable wireless Internet connectivity and other digital two-way mobile data applications;
	•	operating expenses relating to our digital mobile network;
	•	potential acquisitions, including negotiated acquisitions of spectrum from third parties and any future Federal Communications Commission or other government-sponsored auctions of spectrum;
	•	debt service requirements; and
	•	other general corporate expenditures.

      We expect our cash needs will exceed our cash flows from operating activities through 2000. In addition, we may need to revise our business plan to respond to competitive and other factors, so our need for cash may increase.

      Our long-term cash needs may be much greater than our cash on hand and availability under our existing financing agreements. As a result, in the future we may have to raise substantial amounts of additional funds, in the form of equity or debt, to support any significant acquisitions of additional spectrum, as well as our currently expected growth and operations. If we are unable to do so, we may not be able to pursue or consummate potential significant spectrum acquisitions or to expand the coverage and capacity of our network to meet the demands of our anticipated growth. Our inability to achieve contemplated levels of growth or to acquire additional spectrum required to support or provide contemplated “third generation” or “3G” mobile wireless service offerings could adversely affect our financial results and may adversely affect the value of the convertible notes and the common stock.

      Our bank credit facility as in effect on December 31, 1999 provided for total secured financing capacity of up to $5.0 billion from our bank lenders, provided that we satisfy financial and other conditions. As of December 31, 1999, we had borrowed about $2.7 billion of this secured financing. As of March 15, 2000, the total credit available under this facility was increased from $5.0 billion to $6.0 billion, when we established and borrowed the $1.0 billion incremental senior secured term loan under our bank credit facility. The availability of additional financing under our bank credit facility is also subject to the

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	•	covenants that restrict the amount of additional borrowings, including additional borrowings under existing financing arrangements;
	•	covenants that restrict our grant of liens on assets, which affects our ability to obtain new secured financing; and
	•	existing debt service requirements.

      Based on Nextel International’s assessment of the business activity and related cash needs of its subsidiaries and affiliates that are controlled by or that rely substantially on Nextel International for further funding, Nextel International believes that it will have to rely on external sources of funding to supply the cash needed to implement its business plan and continue its operations through 2000. These external sources primarily include borrowings under Nextel International’s existing bank and vendor credit lines and issuances of its securities, including to us or our other subsidiaries. We, therefore, currently expect that we may need to fund a significant portion of Nextel International’s cash needs in 2000. This would increase our own cash needs, which could result in a lesser amount of cash available to us for domestic use.

      If we were to acquire additional spectrum, including through participation as a bidder or member of a bidding group in government-sponsored auctions of spectrum, we may need to raise significant amounts of additional capital for these purposes, as well as to finance the pursuit of any new business opportunities associated with our acquisitions of additional spectrum. The Federal Communications Commission has publicly stated that specified personal communication services spectrum licenses initially awarded to affiliates of NextWave Communications, Inc. had automatically canceled and will be included in a re-auction of spectrum scheduled to occur in July 2000. The Federal Communications Commission also has publicly announced additional spectrum auctions scheduled to occur in 2000.

      We cannot assure you:

	•	that any or all of these spectrum auctions will occur or, if so, on their currently announced schedules;
	•	in which auctions we will participate, alone or as a member of a bidding group;
	•	whether we or any bidding group in which we are a participant will be a successful bidder and will be awarded spectrum licenses in any of these auctions; or
	•	what amounts would be required to be bid to prevail in any of these auctions.

      We cannot assure you that we will be able to accomplish any spectrum acquisition or that the necessary additional capital for that purpose will be available to us on acceptable terms, or at all. If sufficient additional capital is not available, we may be unable to complete any spectrum acquisition or the amount of funding available to us for our existing businesses would be reduced.

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      Our access to additional funds also may be limited by:

	•	general market conditions that adversely affect the availability or cost of financings;
	•	market conditions affecting the telecommunications industry in general; and
	•	specific factors affecting our attractiveness as a borrower or investment vehicle, including:

	(1)	the terms of our arrangements with Motorola that relate to Motorola’s ownership interest in us, and the terms of options and warrants issued to others, that may make equity financings more difficult;
	(2)	the ability to relocate current spectrum licensees from some frequencies in order to remove them from spectrum as to which we were the highest bidder at an auction;
	(3)	the potential commercial opportunities and risks associated with implementation of our business plan;
	(4)	the market’s perception of our performance and assets; and
	(5)	the actual amount of cash we need to pursue our business strategy.

      We currently have no legally binding commitments or understandings with any third parties to obtain any material amount of additional equity or debt financing. We cannot assure you that we will be able to obtain any additional financing in the amounts or at the times that we may require the financing or, if we do obtain any financing, that it would be on acceptable terms. As a result, we cannot assure you that we will have adequate capital to implement future expansions and enhancements of our digital mobile network, to maintain our current levels of operation or to pursue strategic acquisitions or other opportunities to increase our spectrum holdings. Our failure to obtain sufficient additional financing could result in the delay or abandonment of some or all of our development, expansion and acquisition plans and expenditures, which could have an adverse effect on us and on the value of the convertible notes and the common stock.

      Our ability to compete effectively with established and prospective wireless communications service providers depends on many factors, including:

	•	If our wireless communications technology does not perform in a manner that meets customer expectations, we will be unable to attract and retain customers, which would adversely affect us. Customer acceptance of the services we offer is and will continue to be affected by technology-based differences and by the operational performance and reliability of system transmissions on our digital mobile network. If we are unable to address and resolve satisfactorily performance or other transmission quality issues as they arise, or if these issues limit our ability to expand our network coverage or capacity as currently planned, or if these issues were to place us at a competitive disadvantage to other wireless service providers in our markets, we may have difficulty attracting and retaining customers, which would adversely affect us and the value of the convertible notes and the common stock.
	•	If we cannot expand, provide and maintain our system coverage, then our growth and operations, as well as the value of your investment, would be adversely affected. We will not be able to provide roaming system coverage comparable to that currently available through roaming arrangements

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		from cellular and some personal communication services operators, unless and until a nationwide digital mobile network build-out is substantially completed. This places us at a competitive disadvantage, as some other providers currently have roaming agreements that provide coverage of each other’s markets throughout the United States, including areas where our network, or that of Nextel Partners, has not been or will not be built. In addition, some of our competitors provide their customers with subscriber units with both digital and analog capability, which expands their coverage, while we have only digital capability. We cannot assure you that we, either alone or together with Nextel Partners, will be able to achieve sufficient system coverage or that a sufficient number of customers or potential customers will be willing to accept system coverage limitations as a trade-off for the enhanced multi-function wireless communications package we provide on our nationwide digital mobile network.
	•	We do not have the extensive direct and indirect channels of distribution for our digital mobile network products and services that some of our competitors have, which may adversely affect our operating results and the value of your investment. Many of our competitors have established extensive networks of retail locations and multiple distribution channels, and so enjoy a competitive advantage over us in these areas. We have increased the proportion of our digital mobile network customers that we obtain through our indirect distributor network, and we currently anticipate that we will continue to rely heavily on indirect distribution channels to achieve greater market penetration for our digital wireless service offerings. However, as we expand our retail subscriber base through increased reliance on indirect distribution channels, as price competition in the wireless industry intensifies and as our product and service offerings begin to attract increasing numbers of individual and non-business users, our average revenue per digital subscriber unit may decrease and our customer retention may be adversely affected.
	•	Our inability to maintain pricing packages attractive to customers may adversely affect operating results, which could adversely affect the value of your investment.

      Our ability to compete based on the price of our digital subscriber units and service offerings will be limited. This could adversely affect our growth.

      We currently market multi-function digital subscriber units, providing mobile telephone and private and group dispatch service, in addition to paging and alphanumeric short-text messaging. Our subscriber units are, and are likely to remain, significantly more expensive than analog subscriber units and are, and are likely to remain, somewhat more expensive than digital cellular or personal communication services subscriber units that do not incorporate a comparable multi-function capability. Although we believe that our multi-function subscriber units currently are competitively priced compared to multi-function digital cellular and personal communication services subscriber units, the higher cost of our equipment may make it more difficult or less profitable to attract customers who do not place a high value on our unique multi-service offering. This may reduce our growth opportunities or profitability and may adversely affect the value of the convertible notes and the common stock.

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      Over the past several years, as the number of wireless communications providers in our market areas has increased, our competitors’ prices in these markets have generally decreased. We may encounter further market pressures to:

	•	reduce our digital mobile network service offering prices;
	•	restructure our digital mobile network service offering packages to offer more value;
	•	respond to particular short term, market specific situations, for example, special introductory pricing or packages that may be offered by new providers launching their service in a particular market; or
	•	remain competitive if wireless service providers generally continue to reduce the prices charged to their customers.

	•	Our efforts to keep pace with technological change may be unsuccessful, which could adversely affect operating results and the value of your investment. Our digital technology could become obsolete. We rely on digital technology that is not compatible with, and competes with, other forms of digital and non-digital voice communication technology. Competition among these differing technologies can:

	•	segment the user markets, which could reduce demand for specific technologies, including our technology;
	•	reduce the resources devoted by third party suppliers, including Motorola, which supplies all of our current digital technology, in developing or improving the technology for our systems; and
	•	adversely affect market acceptance of our services.

      We cannot assure you that our digital technology will successfully compete with the other forms of digital and non-digital communication systems. Further, new digital or non-digital communication transmission technology may develop that will cause our existing technology to be obsolete or otherwise impair market acceptance of our technology.

	•	Our growth may exceed the capabilities of our systems, hurting our performance and the value of your investment.

      Our ability to continue to increase the number of subscribers on our digital mobile network depends on a variety of factors, including:

	•	the ability to successfully plan for additional system capacity at levels needed to meet anticipated new subscribers and the related increases in system usage;
	•	the ability to obtain additional radio spectrum when and where required;  and
	•	the availability of a sufficient quantity of cell sites, system infrastructure equipment and subscriber units, of the appropriate models and types, to meet the demands and preferences of potential subscribers to the digital mobile network.

      Although we believe we have secured sufficient cell sites at appropriate locations in our markets to meet planned system coverage and capacity targets, we cannot assure you that we will meet those needs in

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      Even if our system is technically functional, other factors may affect our ability to successfully add customers to our digital mobile network, including:

	•	the adequacy and efficiency of our information systems, business processes and related support functions;
	•	the length of time between customer order to activation of service on the digital mobile network, which currently is longer than that of some of our competitors; and
	•	our ability to improve the efficiency and speed of the processes for our customer service and accounts receivable collection functions.

      Customer reliance on our customer service functions may increase as we add digital mobile network customers through indirect distribution channels and through direct sales channels not involving direct face-to-face contact with a sales representative, for example, phone order sales or sales through our website, nextel.com. Our inability to timely and efficiently meet the demands for our services could decrease or postpone subscriber growth, or delay or otherwise impede billing and collection of amounts owed, which would adversely affect our growth and performance.

	•	If competitors provide two-way radio dispatch services, we will lose a competitive advantage. Our two-way radio dispatch services are currently not available through traditional cellular or personal communication services providers; however, if either personal communication services or cellular operators provide two-way radio dispatch or comparable services in the future, our competitive advantage may be impaired.

      We cannot predict the competitive effect that any of these factors, or any combination of these factors, will have on us, or whether we will compete successfully in the future.

      Before fully implementing our digital mobile network in a new market area or expanding coverage in an existing market area, we must complete systems design work, find appropriate sites and construct necessary transmission structures, receive regulatory approvals, obtain and free up frequency channels now devoted to non-digital transmissions and begin systems optimization. These processes take weeks or months to complete, and may be hindered or delayed by many factors, including unavailability of antenna sites at optimal locations, land use and zoning controversies and limitations of available frequencies. We cannot know when, if ever, our digital technology will be available for commercial use in new markets or can be expanded in existing markets.

      There is a risk that the failure by Motorola to deliver necessary technology improvements and enhancements and system infrastructure and subscriber equipment on a timely, cost-effective basis would

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      Our agreements with Motorola impose limitations and conditions on our ability to use other technologies. These terms may operate to delay or prevent us from employing new or different technologies that perform better or are available at a lower cost because of the additional economic costs and other impediments to change arising under the Motorola agreements. For example, our equipment purchase agreement with Motorola provides that we must provide Motorola with notice of our determination that Motorola’s technology is no longer suited to our needs at least six months before publicly announcing or entering into a contract to purchase an alternate technology.

      In addition, if Motorola manufactures, or elects to manufacture, the alternate technology that we elect to deploy, we must give Motorola the opportunity to supply 50% of our infrastructure requirements for the alternate technology for three years. Finally, if after a switch to an alternate technology we do not maintain operational Motorola infrastructure equipment at the majority of our cell sites that are deployed at the date the switch to an alternate technology is first publicly announced, Motorola may require that all financing provided by Motorola to us be repaid.

      Motorola and its affiliates engage in wireless communications businesses, and may in the future engage in additional businesses, which do or may compete with some or all of the services we offer through our digital mobile network. Although we believe that our relationship with Motorola reflects the realities of purchasing from a competitor, we cannot assure you that the potential conflict of interest will not adversely affect us in the future. Motorola’s right to nominate two people for election to our board of directors could give them additional leverage in the event any conflict of interest were to arise. In addition, Motorola is one of our significant stockholders, which creates potential conflicts of interest, particularly with regard to significant transactions.

      The Federal Communications Commission regulates the licensing, operation, acquisition and sale of our specialized mobile radio businesses. Future changes in regulation or legislation and Congress’ and the Federal Communications Commission’s continued allocation of additional commercial mobile radio services, which include specialized mobile radio, cellular or personal communication services, spectrum could impose significant additional costs on us either in the form of direct out of pocket costs or additional compliance obligations. These regulations can also have the effect of introducing additional competitive entrants to the already crowded wireless communications marketplace.

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      Nextel International’s operations are subject to similar effects caused by operating in a regulated industry, since its operations are regulated by the foreign countries in which its business is conducted and are also subject to regional and local regulation.

      If we default on debt or if we were liquidated, the value of our assets may not be sufficient to satisfy our obligations, including our obligations in respect of the convertible notes. We have a significant amount of intangible assets, such as licenses granted by the Federal Communications Commission. The value of these licenses will depend significantly upon the success of our digital mobile network business and the growth of the specialized mobile radio and wireless communications industries in general. We had a net tangible book value deficit of about $2.3 billion as of December 31, 1999.

      Motorola and entities controlled by Craig O. McCaw hold significant blocks of our outstanding stock. In addition, an affiliate of Mr. McCaw may designate at least one fourth of our board of directors and may select, from these McCaw representatives on the board of directors, a majority of the operations committee of our board of directors, which has significant authority relating to our business strategy, budgets, financing arrangements and in the nomination and oversight of specified executive officers. As a result, Mr. McCaw may exert significant influence over our affairs. Presently, three of the ten members of our board of directors are designees of Mr. McCaw’s affiliates. In addition, Daniel F. Akerson, formerly one of our executive officers, currently holds positions with NEXTLINK Communications, Inc., which is controlled by Mr. McCaw. Mr. Akerson continues to serve as chairman of our board of directors and as a member of the operations committee of the board, but he is not a designee of Mr. McCaw’s affiliates. Under its agreements with us, Motorola may nominate two directors to our board of directors. In addition, Motorola has agreed to support the decisions and recommendations of the operations committee and to vote its shares of common stock accordingly, subject to specified limitations.

      If Mr. McCaw and Motorola choose to act together, they could have a sufficient number of members on our board of directors and voting interest in us to exert significant influence over, among other things:

	•	approval of amendments to our certificate of incorporation, mergers, sales of assets or other major corporate transactions as well as other matters submitted for stockholder vote;
	•	any takeover attempt; and
	•	whether particular matters are submitted for a vote of our stockholders.

      Mr. McCaw and his affiliates have and, subject to the terms of applicable agreements, may acquire an investment or other interest in entities that provide wireless telecommunications services that could potentially compete with us. Under the relevant agreements, Mr. McCaw and his controlled affiliates may not, for one year after the termination of the operations committee, participate in other two-way terrestrial-based mobile wireless communications systems in any part of North America or South America unless these opportunities have first been presented to and waived or rejected by us.

      We currently have outstanding commitments in various forms, including warrants, options and convertible securities, to issue a substantial number of new shares of our common stock. The shares subject to these issuance commitments, to some degree, will be issued in transactions registered with the Securities and Exchange Commission and thus will be freely tradable. In many other instances, these shares are subject to grants of registration rights that, if and when exercised, would result in those shares becoming freely tradable. We have also granted registration rights with respect to a significant number of

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      Portable communications devices have been alleged to pose health risks, including cancer, due to radio frequency emissions from these devices. Studies performed by wireless telephone equipment manufacturers have investigated these allegations, and additional studies are ongoing. The actual or perceived risk of portable communications devices could adversely affect us through a reduced subscriber growth rate, a reduction in subscribers, reduced network usage per subscriber or through reduced financing available to the mobile communications industry.

      We have entered into a contractual joint venture regarding our ownership interests in and arrangements with Nextel Partners, and may enter into other joint ventures or similar arrangements in the future. Outside the United States, several of our international operations are conducted through entities having one or more third-party owners, and some of these entities are not controlled by us. There are risks in participating in arrangements of these types, including the risk that the other participants may at any time have economic, business or legal interests or goals that are inconsistent with our goals or those of the joint enterprise. There also is the risk that a participant may be unable to meet its economic or other obligations to the joint enterprise and that we may be required to fulfill some or all of those obligations. We also may be or become obligated to acquire all or a portion of the ownership interest of some or all of the other participants in these joint enterprises. In addition, to the extent that we participate in international arrangements of these types, we will be subject to various additional risks not present in domestic joint enterprises.

      We currently own interests in and operate international wireless companies through Nextel International. The risks that relate to these foreign operations include:

	•	political, economic and social conditions in the foreign countries where we conduct operations;
	•	currency risks and exchange controls;
	•	potential inflation in the applicable foreign economies;
	•	the impact of import duties on the cost or prices of infrastructure equipment and subscriber units;
	•	foreign taxation of earnings and payments received by Nextel International from its subsidiaries and affiliates; and
	•	regulatory changes affecting the telecommunications industry and wireless communications.

      We cannot assure that the risks associated with our foreign operations will not adversely affect our or Nextel International’s operating results or prospects, particularly as these operations expand in scope, scale and significance.

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      Although we are satisfied with the performance of the Nextel Online services offering during its pre-commercialization testing phase, and are encouraged by the interest shown in this offering in controlled preliminary customer trials, we cannot assure you that the Nextel Online services offering will perform satisfactorily in full scale commercial usage, or that we will not encounter delays or difficulties in effecting the commercial launch of this offering, or that this offering will produce the levels of cost reduction or of customer acceptance and incremental revenue that we hope to achieve. We have devoted considerable time and resources to the development of the Nextel Online suite of wireless Internet services and data applications with several purposes in mind. First, we expect to use the resulting wireless data capability and Internet connectivity to allow us to perform fulfillment and other customer support services more economically, thereby reducing our cost of conducting business. Second, we believe that our Nextel Online services offering will provide us with another important point of differentiation from our competitors, thereby helping us to attract and retain more customers. Finally, we are looking to this new offering to be a source of future incremental revenue to counter the impact of increasing competition in our markets on the pricing of our basic wireless voice services packages.

      We may not realize some or all of the benefits that we expected in constructing and commercializing our Nextel Online services offering:

	•	if we are unable to commercially implement and maintain this new services offering;
	•	if this new services offering produces adverse impacts on the performance or reliability of our digital mobile network;
	•	if we or third party developers fail to develop successfully value added data applications for our customers;
	•	if a sufficient portion of our customer base is not attracted to this new services offering; or
	•	if it otherwise does not achieve a satisfactory level of customer acceptance.

      Any resulting customer dissatisfaction, or failure to realize cost reductions or incremental revenue, could have an adverse impact on our results of operations, future growth prospects and perceived value, as well as value of your investment.

B.  Risk Factors Relating to the Convertible Notes

      We conduct substantially all of our business through our subsidiaries. Our cash flow and, consequently, our ability to pay interest in cash and to service our debt, including the convertible notes, are dependent upon the cash flow of our subsidiaries and the payment of funds by those subsidiaries in the form of loans, dividends or otherwise. Our subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due on the convertible notes or to make cash available for that purpose.

      We and our subsidiaries have entered into financing agreements that impose significant limits on, and are expected to continue to significantly limit, the amount of cash available to pay dividends or make loans and cash distributions to us from our subsidiaries that operate the digital mobile network in our market areas in the United States. Similarly, financing arrangements and indentures entered and to be entered into by Nextel International and the entities in which Nextel International holds investments contain and are expected to impose restrictions on dividends, loans, advances and other payments to us by Nextel

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      The successful implementation of our strategy, including the continuing build-out, expansion and enhancement of our digital mobile network, obtaining and retaining a significant number of subscribers and increasing market share and achieving significant growth in revenues and earnings, is necessary for us to be able to meet our working capital, capital expenditure and debt service requirements.

      As of December 31, 1999, our subsidiaries had outstanding indebtedness and current liabilities of about $5.6 billion, including trade payables. Assets of some of our operating subsidiaries secure some of our senior borrowings. Borrowings by Nextel International or its subsidiaries or affiliates under any bank or vendor financing agreements that may be entered into from time to time likewise may be secured by liens on assets of Nextel International or of those subsidiaries and affiliates and may also be guaranteed by those entities, as well.

      We and our subsidiaries may incur additional debt, subject to limitations, and that additional debt may be secured. Our secured debt and debt of our subsidiaries will be effectively senior to the convertible notes. Our subsidiaries have no obligation to pay amounts due on the convertible notes. These subsidiaries may use the earnings they generate, as well as their existing assets, to fulfill their own direct debt service requirements, particularly because the agreements relating to their debt may restrict their ability to pay dividends or to make loans, advances or other distributions to us or because the debt of these subsidiaries may be secured by their assets.

      At December 31, 1999, we had about $10.9 billion of long term debt, including the current portion. Furthermore, subject to restrictions in the indenture for the convertible notes and in our other financing agreements, we, along with our subsidiaries, may incur additional indebtedness from time to time to finance further deployment of our digital mobile network, provide for working capital or capital expenditures or for other purposes.

      We anticipate that we and our subsidiaries will incur substantial additional indebtedness in the future in connection with the further build-out, expansion, and enhancement of our digital mobile network and funding cash flow deficits, including principally additional borrowings under the terms of the bank financing agreements.

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      Our high level of indebtedness could have important consequences to holders of the convertible notes, including, but not limited to, the following:

	•	limiting our ability to obtain additional financing for acquisitions, working capital, capital expenditures or other purposes;
	•	limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to make cash interest payments and fund required principal payments on our debt;
	•	limiting our ability to borrow additional funds or to dispose of assets;
	•	limiting our ability to compete with others in our industry who are not as highly leveraged; and
	•	limiting our ability to react to changing market conditions, changes in our industry and economic downturns.

      We currently have substantial debt obligations that will mature before the maturity of the convertible notes. In addition, we have preferred stock that we are required to redeem before the maturity of the convertible notes. We have begun payment of cash interest on some of our public notes and also must begin to pay cash interest on some other outstanding debt and cash dividends on some outstanding shares of preferred stock before the maturity of the convertible notes. We may not be able to generate sufficient funds from operations to repay all of those obligations as they are currently scheduled to become due. Accordingly, it will be necessary to refinance some of those obligations at or before their respective maturities or mandatory redemption dates. In addition, if we are prohibited under the terms of any of our debt from paying dividends on our preferred stock, we will have to refinance that debt or (to the extent permitted under the terms of our debt) refinance the preferred stock prior to the time the dividends would need to be paid. Our ability to refinance these obligations will depend on, among other factors, our financial condition at the time of the refinancing, the restrictions contained in our remaining financing agreements and market conditions. We cannot assure you that we will be able to refinance those obligations. If we are unable to refinance those obligations, or unable to obtain satisfactory terms, there could be an adverse effect on us, including on our ability to pay cash interest, and make scheduled principal repayments on our indebtedness, including the convertible notes. This risk compounds the risks associated with our need for additional financing in order to maintain our growth.

      If we experience a Fundamental Change, as defined in the indenture, holders of the convertible notes may require us to repurchase the convertible notes at 100% of their face amount plus any accrued and unpaid interest. The term Fundamental Change is limited to specified transactions and may not include other events that might adversely affect our financial condition, nor would the requirement that we offer to repurchase the convertible notes upon the occurrence of a Fundamental Change necessarily afford holders of the convertible notes protection if we undertake a reorganization, merger or similar transaction in which we incur substantial additional debt. Similar events, some of which do not represent a Fundamental Change for purposes of the convertible notes, may also trigger similar repurchase obligations under some of our other financing arrangements. We may not be able to pay you the required price for the convertible notes you present to us at the time of a Fundamental Change because we may not have enough funds at that time or the terms of our other financing agreements may prevent us from making those payments.

      There is no existing trading market for the convertible notes. We cannot assure you that any public market for the convertible notes will develop. If a market does develop, the convertible notes could trade

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      The market price of our common stock has fluctuated over a wide range since it began trading publicly in 1992. In addition, the stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of companies. These fluctuations have particularly affected the market prices of the stocks of telecommunications companies. The market price of our common stock may continue to fluctuate in the future. Negative fluctuations in the market price of our common stock could adversely impact the trading price of the convertible notes.

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

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

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	•	successful implementation of any year 2000 solutions in systems that are critical to our business operations;
	•	future legislation or regulatory actions relating to specialized mobile radio services, other wireless communications services or telecommunications generally; and
	•	other risks and uncertainties described from time to time in our reports and, with specific reference to risk factors relating to international operations, in Nextel International’s reports, filed with the Securities and Exchange Commission, including the Annual Reports on Form 10-K for the year ended December 31, 1999.

III.  USE OF PROCEEDS

      All sales of the convertible notes or the common stock issuable upon conversion of the convertible notes or the sales of common stock by another selling security holder will be by or for the account of the selling security holders listed in the following section. We will not receive cash proceeds from any of these sales.

IV.  SELLING SECURITY HOLDERS

      All of the convertible notes and shares of common stock issued upon conversion of the convertible notes and the other shares of common stock are being offered by the selling security holders listed in the table below. Only those shares of common stock issued upon conversion of the convertible notes or otherwise listed below may be offered by the selling security holders. We issued the convertible notes in a private placement transaction exempt from registration under the Securities Act of 1933.

      No offer or sale under this prospectus may be made by a holder of the convertible notes, the shares of common stock issued upon conversion of the convertible notes or the other shares of common stock, unless that holder is listed in the table below or until that holder has notified us and a supplement to this prospectus has been filed or an amendment to the registration statement has become effective. We will supplement or amend this prospectus to include additional selling security holders upon request and upon provision of all required information to us.

      The selling security holders may offer and sell, from time to time, any or all of their convertible notes or common stock issued upon conversion of the convertible notes or the other common stock listed below. Because the selling security holders may offer all or only some portion of the convertible notes and shares of common stock listed in the table, no estimate can be given as to the amount or percentage of these convertible notes and shares of common stock that will be held by the selling security holders upon termination of the offering.

      The following table lists:

	•	the name of each selling security holder;
	•	the amount of each type of security beneficially owned by that holder before the offering; and
	•	the amount of securities being offered for sale by that selling security holder.

      The information in the table reflects the most recent information furnished to us by the identified selling security holder. Unless otherwise disclosed in the footnotes to the table, no selling security holder

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