content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1999
                                                   Registration No. 333-__________
  ================================================================================
  
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  -----------------
  
                         NUCENTRIX BROADBAND NETWORKS, INC.
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                73-1435149
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)
  
                            200 CHISHOLM PLACE, SUITE 200
                                 PLANO, TEXAS 75075
            (Address of principal executive offices, including zip code)
  
                                --------------------
  
            NUCENTRIX BROADBAND NETWORKS, INC. 1999 SHARE INCENTIVE PLAN
                              (Full title of the plan)
  
                              J. CURTIS HENDERSON, ESQ.
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                         NUCENTRIX BROADBAND NETWORKS, INC.
                            200 CHISHOLM PLACE, SUITE 200
                                 PLANO, TEXAS 75075
                                   (972) 423-9494
              (Name, address and telephone number of agent for service)
  
                                      copy to:
  
                                RODNEY L. MOORE, ESQ.
                               VINSON & ELKINS L.L.P.
                            2001 ROSS AVENUE, SUITE 3700
                              DALLAS, TEXAS 75201-2975
                                   (214) 220-7700
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =========================================================================================================================
                                                                  Proposed             Proposed
          Title of securities            Amount to be         maximum offering     maximum aggregate        Amount of
           to be registered               registered         price per share (1)  offering price (1)    registration fee
  -------------------------------------------------------------------------------------------------------------------------
  <S>                                <C>                     <C>                 <C>                    <C>
  Common Stock, $0.001 par
  value per share...................  900,000 shares (2)          $ 26.50             $ 23,850,000          $ 6,630.30
  -------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933 and based
           upon the sales price of the Company's Common Stock on the
           over-the-counter bulletin board quotation system on May 26, 1999.
  
  (2)      If, as a result of stock splits, stock dividends or similar
           transactions, the number of securities purported to be registered on
           this Registration Statement changes, the provisions of Rule 416 shall
           apply to this Registration Statement, and this Registration Statement
           shall be deemed to cover the additional securities resulting from the
           split of, or dividend on the securities covered by this Registration
           Statement.
  
  ================================================================================
  
  
  <PAGE>   2
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Registrant hereby incorporates by reference into this Registration
           Statement the following documents:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1998, filed pursuant to Section 13(a)
                    of the Securities Exchange Act of 1934 (the "Exchange Act");
  
           (b)      All other reports filed by the Registrant since December 31,
                    1998, with the Commission pursuant to Section 13(a) or 15(d)
                    of the Exchange Act;
  
           (c)      The description of the Registrant's Common Stock contained in
                    the Registrant's Registration Statement on Form S-1 filed with
                    the Commission on January 19, 1994 pursuant to the Securities
                    Act of 1933, including any amendments or reports filed for the
                    purposes of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment that indicates that all securities offered have been
  sold or that deregisters all securities then remaining unsold shall also be
  deemed to be incorporated by reference herein and to be a part hereof from the
  dates of filing of such documents. Any statement contained in a document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Tenth of the Company's Amended and Restated Certificate of
  Incorporation, as amended (the "Certificate of Incorporation"), as well as
  Article IX of the Company's Restated Bylaws (the "Bylaws"), provides that the
  Company shall indemnify its officers and directors to the maximum extent allowed
  by the Delaware General Corporation Law. Pursuant to Section 145 of the Delaware
  General Corporation Law, the Company generally has the power to indemnify its
  present and former directors and officers against expenses and liabilities
  incurred by them in connection with any suit to which they are, or are
  threatened to be made, a party by reason of their serving in those positions so
  long as they acted in good faith and in a manner they reasonably believed to be
  in, or not opposed to, the best interests of the Company, and with respect to
  any criminal action, so long as they had no reasonable cause to believe their
  conduct was unlawful. With respect to suits by or in the right of the Company,
  however, indemnification is generally limited to attorneys' fees and other
  expenses and is not available if the person is adjudged to be liable to the
  Company, unless the court determines that indemnification is appropriate. The
  statute, as well as Article Tenth of the Certificate of Incorporation and
  Article IX of the Bylaws, expressly provides that the power to indemnify
  authorized thereby is not exclusive of any rights granted under any bylaw,
  agreement, vote of stockholders or disinterested directors, or otherwise. The
  Company also has the power to purchase and maintain insurance for its directors
  and officers. Additionally, both Article Tenth of the Certificate of
  Incorporation and Article IX of the Bylaws provide that, in the event that an
  officer or director files suit against the Company seeking indemnification of
  liabilities or expenses incurred, the burden will be on the Company to prove
  that the indemnification would not be permitted under the Delaware General
  Corporation Law.
  
  
  
                                        -2-
  <PAGE>   3
  
           The preceding discussion of the Company's Certificate of Incorporation,
  the Bylaws and Section 145 of the Delaware General Corporation Law is not
  intended to be exhaustive and is qualified in its entirety by the Certificate of
  Incorporation, the Bylaws and Section 145 of the Delaware General Corporation
  Law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Registrant with the Commission, each of the following
  exhibits is filed herewith:
  
           4.1     --        Nucentrix Broadband Networks, Inc. First Amended and
                             Restated 1999 Share Incentive Plan
  
           5.1     --        Opinion of Vinson & Elkins L.L.P.
  
           23.1    --        Consent of KPMG LLP
  
           23.3    --        Consent of Vinson & Elkins L.L.P. (included in the
                             opinion filed as Exhibit 5.1 hereto)
  
           24.1    --        Powers of Attorney (included in the signature pages
                             hereto)
  
  
  ITEM 9.  UNDERTAKINGS.
  
    (a)    The Company hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:
  
                    (i) to include any prospectus required by section 10(a)(3) of
           the Securities Act;
  
                    (ii) to reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the Registration Statement;
  
                    (iii) to include any material information with respect to the
           plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
           provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Company pursuant to section 13 or section 15(d) of the Exchange Act
           that are incorporated by reference in this Registration Statement.
  
           (2) That, for the purposes of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be a
        new Registration Statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.
  
  
  
                                        -3-
  <PAGE>   4
  
           (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.
  
        (b) That, for purposes of determining any liability under the Securities
  Act, each filing of the Company's annual report pursuant to section 13(a) or
  section 15(d) of the Exchange Act (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
  Act) that is incorporated by reference in the Registration Statement shall be
  deemed to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the
  Company will, unless in the opinion of its counsel the matter has been settled
  by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
  
                                        -4-
  <PAGE>   5
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Plano, State of Texas, on the 2nd day of June, 1999.
  
                                 NUCENTRIX BROADBAND NETWORKS, INC.
  
  
                                 By:      /s/  Carroll D. McHenry
                                     ---------------------------------------------
                                          Carroll D. McHenry
                                          Chairman of the Board, President and
                                          Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  authorizes and appoints each of Carroll D. McHenry and Marjean Henderson, and
  each of them severally, acting alone and without the other, as his or her
  attorney-in-fact to execute in the name of such person and to file any
  amendments to this Registration Statement necessary or advisable to enable the
  Registrant to comply with the Securities Act of 1933 and any rules, regulations
  and requirements of the registration of the securities which are the subject of
  this Registration Statement, which amendments may make such changes in the
  Registration Statement as such attorney-in-fact may deem appropriate.
  
  <TABLE>
  <CAPTION>
                      Signature                                      Capacity                           Date
                      ---------                                      --------                           ----
  
  <S>                                                <C>                                        <C>
  /s/ Carroll D. McHenry                             Chairman of the Board, President and       June 2, 1999
  -----------------------                            Chief Executive Officer (Principal
  Carroll D. McHenry                                 Executive Officer)
  
  /s/ Marjean Henderson                              Senior Vice President and Chief            June 2, 1999
  ---------------------                              Financial Officer (Principal Financial
  Marjean Henderson                                  Officer)
  
  /s/ Amy E. Manning                                 Controller (Principal Accounting           June 2, 1999
  ------------------                                 Officer)
  Amy E. Manning
  
  /s/ Richard B. Gold                                Director                                   June 2, 1999
  -------------------
  Richard B. Gold
  
  /s/ Terry S. Parker                                Director                                   June 2, 1999
  -------------------
  Terry S. Parker
  
  /s/ Mark G. Schoeppner                             Director                                   June 2, 1999
  ----------------------
  Mark G. Schoeppner
  
  /s/ Neil Subin                                     Director                                   June 2, 1999
  --------------
  Neil Subin
  
  /s/ R. Ted Weschler                                Director                                   June 2, 1999
  -------------------
  R. Ted Weschler
  </TABLE>
  
  
  <PAGE>   6
  
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                              DESCRIPTION
  -------                             -----------
  
  <S>               <C>
  4.1     --        Nucentrix Broadband Networks, Inc. First Amended and Restated
                    1999 Share Incentive Plan
  
  5.1     --        Opinion of Vinson & Elkins L.L.P.
  
  23.1    --        Consent of KPMG LLP
  
  23.3    --        Consent of Vinson & Elkins L.L.P. (included in the opinion
                    filed as Exhibit 5.1 hereto)
  
  24.1    --        Powers of Attorney (included in the signature pages hereto)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17141}]
metadata_filer: {"company-data": {"conformed-name": "NUCENTRIX BROADBAND NETWORKS INC", "cik": "0000917707", "assigned-sic": "4841", "irs-number": "731435149", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79913", "film-number": "99640044"}, "business-address": {"street1": "200 CHISOLM PLACE, SUITE 200", "city": "PLANO", "state": "TX", "zip": "75075", "phone": "9724239494"}, "former-company": {"former-conformed-name": "HEARTLAND WIRELESS COMMUNICATIONS INC", "date-changed": "19940121"}}
text: 1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1999
                                                   Registration No. 333-__________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  -----------------
  
                         NUCENTRIX BROADBAND NETWORKS, INC.
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                73-1435149
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)
  
                            200 CHISHOLM PLACE, SUITE 200
                                 PLANO, TEXAS 75075
            (Address of principal executive offices, including zip code)
  
                                --------------------
  
            NUCENTRIX BROADBAND NETWORKS, INC. 1999 SHARE INCENTIVE PLAN
                              (Full title of the plan)
  
                              J. CURTIS HENDERSON, ESQ.
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                         NUCENTRIX BROADBAND NETWORKS, INC.
                            200 CHISHOLM PLACE, SUITE 200
                                 PLANO, TEXAS 75075
                                   (972) 423-9494
              (Name, address and telephone number of agent for service)
  
                                      copy to:
  
                                RODNEY L. MOORE, ESQ.
                               VINSON & ELKINS L.L.P.
                            2001 ROSS AVENUE, SUITE 3700
                              DALLAS, TEXAS 75201-2975
                                   (214) 220-7700
  
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
                                                                  Proposed             Proposed
          Title of securities            Amount to be         maximum offering     maximum aggregate        Amount of
           to be registered               registered         price per share (1)  offering price (1)    registration fee
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.001 par
  value per share...................  900,000 shares (2)          $ 26.50             $ 23,850,000          $ 6,630.30
  -------------------------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933 and based
           upon the sales price of the Company's Common Stock on the
           over-the-counter bulletin board quotation system on May 26, 1999.
  
  (2)      If, as a result of stock splits, stock dividends or similar
           transactions, the number of securities purported to be registered on
           this Registration Statement changes, the provisions of Rule 416 shall
           apply to this Registration Statement, and this Registration Statement
           shall be deemed to cover the additional securities resulting from the
           split of, or dividend on the securities covered by this Registration
           Statement.
  
  ================================================================================
  2
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Registrant hereby incorporates by reference into this Registration
           Statement the following documents:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1998, filed pursuant to Section 13(a)
                    of the Securities Exchange Act of 1934 (the "Exchange Act");
  
           (b)      All other reports filed by the Registrant since December 31,
                    1998, with the Commission pursuant to Section 13(a) or 15(d)
                    of the Exchange Act;
  
           (c)      The description of the Registrant's Common Stock contained in
                    the Registrant's Registration Statement on Form S-1 filed with
                    the Commission on January 19, 1994 pursuant to the Securities
                    Act of 1933, including any amendments or reports filed for the
                    purposes of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment that indicates that all securities offered have been
  sold or that deregisters all securities then remaining unsold shall also be
  deemed to be incorporated by reference herein and to be a part hereof from the
  dates of filing of such documents. Any statement contained in a document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Tenth of the Company's Amended and Restated Certificate of
  Incorporation, as amended (the "Certificate of Incorporation"), as well as
  Article IX of the Company's Restated Bylaws (the "Bylaws"), provides that the
  Company shall indemnify its officers and directors to the maximum extent allowed
  by the Delaware General Corporation Law. Pursuant to Section 145 of the Delaware
  General Corporation Law, the Company generally has the power to indemnify its
  present and former directors and officers against expenses and liabilities
  incurred by them in connection with any suit to which they are, or are
  threatened to be made, a party by reason of their serving in those positions so
  long as they acted in good faith and in a manner they reasonably believed to be
  in, or not opposed to, the best interests of the Company, and with respect to
  any criminal action, so long as they had no reasonable cause to believe their
  conduct was unlawful. With respect to suits by or in the right of the Company,
  however, indemnification is generally limited to attorneys' fees and other
  expenses and is not available if the person is adjudged to be liable to the
  Company, unless the court determines that indemnification is appropriate. The
  statute, as well as Article Tenth of the Certificate of Incorporation and
  Article IX of the Bylaws, expressly provides that the power to indemnify
  authorized thereby is not exclusive of any rights granted under any bylaw,
  agreement, vote of stockholders or disinterested directors, or otherwise. The
  Company also has the power to purchase and maintain insurance for its directors
  and officers. Additionally, both Article Tenth of the Certificate of
  Incorporation and Article IX of the Bylaws provide that, in the event that an
  officer or director files suit against the Company seeking indemnification of
  liabilities or expenses incurred, the burden will be on the Company to prove
  that the indemnification would not be permitted under the Delaware General
  Corporation Law.
  
                                        -2-
  3
  
           The preceding discussion of the Company's Certificate of Incorporation,
  the Bylaws and Section 145 of the Delaware General Corporation Law is not
  intended to be exhaustive and is qualified in its entirety by the Certificate of
  Incorporation, the Bylaws and Section 145 of the Delaware General Corporation
  Law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Registrant with the Commission, each of the following
  exhibits is filed herewith:
  
           4.1     --        Nucentrix Broadband Networks, Inc. First Amended and
                             Restated 1999 Share Incentive Plan
  
           5.1     --        Opinion of Vinson & Elkins L.L.P.
  
           23.1    --        Consent of KPMG LLP
  
           23.3    --        Consent of Vinson & Elkins L.L.P. (included in the
                             opinion filed as Exhibit 5.1 hereto)
  
           24.1    --        Powers of Attorney (included in the signature pages
                             hereto)
  
  ITEM 9.  UNDERTAKINGS.
  
    (a)    The Company hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:
  
                    (i) to include any prospectus required by section 10(a)(3) of
           the Securities Act;
  
                    (ii) to reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the Registration Statement;
  
                    (iii) to include any material information with respect to the
           plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
           provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Company pursuant to section 13 or section 15(d) of the Exchange Act
           that are incorporated by reference in this Registration Statement.
  
           (2) That, for the purposes of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be a
        new Registration Statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.
  
                                        -3-
  4
  
           (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.
  
        (b) That, for purposes of determining any liability under the Securities
  Act, each filing of the Company's annual report pursuant to section 13(a) or
  section 15(d) of the Exchange Act (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
  Act) that is incorporated by reference in the Registration Statement shall be
  deemed to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the
  Company will, unless in the opinion of its counsel the matter has been settled
  by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                        -4-
  5
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Plano, State of Texas, on the 2nd day of June, 1999.
  
                                 NUCENTRIX BROADBAND NETWORKS, INC.
  
                                 By:      /s/  Carroll D. McHenry
                                     ---------------------------------------------
                                          Carroll D. McHenry
                                          Chairman of the Board, President and
                                          Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  authorizes and appoints each of Carroll D. McHenry and Marjean Henderson, and
  each of them severally, acting alone and without the other, as his or her
  attorney-in-fact to execute in the name of such person and to file any
  amendments to this Registration Statement necessary or advisable to enable the
  Registrant to comply with the Securities Act of 1933 and any rules, regulations
  and requirements of the registration of the securities which are the subject of
  this Registration Statement, which amendments may make such changes in the
  Registration Statement as such attorney-in-fact may deem appropriate.
  Signature                                      Capacity                           Date
                      ---------                                      --------                           ----
  /s/ Carroll D. McHenry                             Chairman of the Board, President and       June 2, 1999
  -----------------------                            Chief Executive Officer (Principal
  Carroll D. McHenry                                 Executive Officer)
  
  /s/ Marjean Henderson                              Senior Vice President and Chief            June 2, 1999
  ---------------------                              Financial Officer (Principal Financial
  Marjean Henderson                                  Officer)
  
  /s/ Amy E. Manning                                 Controller (Principal Accounting           June 2, 1999
  ------------------                                 Officer)
  Amy E. Manning
  
  /s/ Richard B. Gold                                Director                                   June 2, 1999
  -------------------
  Richard B. Gold
  
  /s/ Terry S. Parker                                Director                                   June 2, 1999
  -------------------
  Terry S. Parker
  
  /s/ Mark G. Schoeppner                             Director                                   June 2, 1999
  ----------------------
  Mark G. Schoeppner
  
  /s/ Neil Subin                                     Director                                   June 2, 1999
  --------------
  Neil Subin
  
  /s/ R. Ted Weschler                                Director                                   June 2, 1999
  -------------------
  R. Ted Weschler
  6
  
                                 INDEX TO EXHIBITS
  EXHIBIT
  NUMBER                              DESCRIPTION
  -------                             -----------
  4.1     --        Nucentrix Broadband Networks, Inc. First Amended and Restated
                    1999 Share Incentive Plan
  
  5.1     --        Opinion of Vinson & Elkins L.L.P.
  
  23.1    --        Consent of KPMG LLP
  
  23.3    --        Consent of Vinson & Elkins L.L.P. (included in the opinion
                    filed as Exhibit 5.1 hereto)
  
  24.1    --        Powers of Attorney (included in the signature pages hereto)