UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A


(Mark One)

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

For the quarterly period ended March 31, 1997

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________________ to  ______________________


                         Commission File Number: 1-10726
                          WINSTAR COMMUNICATIONS, INC.
        (Exact name of small business issuer as specified in its charter)


          Delaware                                      13-3585278
- ----------------------------                  ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)


                  230 Park Ave., Suite 2700, New York, NY 10169
                    (Address of principal executive offices)


                                 (212) 584-4000
                         (Registrant's telephone number)
                             -----------------------
             (Former name, former address and former fiscal year end
                          if changed since last report)



Indicate by checkmark whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No _



State the number of shares outstanding of each of the issuer's classes of common
stock, as of June 4, 1997: 32,969,538



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                                   FORM 10-Q/A

                          WINSTAR COMMUNICATIONS, INC.

                                TABLE OF CONTENTS




                                                                           PAGE

PART I.       Financial Information


Item 1.    Amendment to Financial Statements

  Amendment to Notes to Condensed Consolidated Financial Statements...........3

  Signatures..................................................................4




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                          WINSTAR COMMUNICATIONS, INC.
              Notes to Condensed Consolidated Financial Statements
                    For the Three Months Ended March 31, 1997
                                   (unaudited)

     The Notes to the  Condensed  Consolidated  Financial  Statements of WinStar
Communications,  Inc.  for the three  months  ended  March 31,  1997 are  hereby
amended to add the following note:

8.       Condensed Financial Information of WinStar Equipment Corp.

         The Company's wholly-owned subsidiary, WinStar Equipment Corp. ("WEC"),
a special purpose  corporation  which was formed to facilitate the financing and
purchase of telecommunications equipment and inventory ("designated equipment"),
received $200 million in gross  proceeds from the issuance and sale of its 12.5%
Guaranteed  Senior  Secured  Notes in the 1997 Debt  Placement  which was funded
March 18, 1997.  WEC has no independent  operations  other than to function as a
telecommunications  equipment  leasing  company  serving  the  Company  and  its
telecommunications businesses and operations.

         Summary  financial  information  of  WEC,  which  is  included  in  the
condensed  consolidated  financial  statements of the Company, is as follows (in
thousands):

         Balance sheet information at March 31, 1997:


Current assets                                            $ 189,164
Long term assets                                          $  11,770


Current liabilities                                       $   1,377
Long term liabilities                                     $ 200,000


         Statement  of  operations  information  for the period ended March 31,
1997, is as follows (in thousands):


Gross revenues                                        $           0
Cost of sales                                                     0
                                                       -------------
Interest expense                                      $        (833)
Interest income                                                 391
                                                       -------------
Net loss                                              $        (442)
                                                      ==============



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                                   SIGNATURES




In accordance with  requirements of the Exchange Act, the registrant caused this
amendment to the report to be signed on its behalf by the undersigned, thereunto
duly authorized.

WinStar Communications, Inc.
         Registrant



By:   /s/ Fredric E. von Stange
- -------------------------------
Fredric E. von Stange
Director, Executive Vice President, Chief
  Financial Officer (and principal accounting
  officer)                                                 Dated: June 10, 1997



By:    /s/ Timothy R. Graham
- -----------------------------
Timothy R. Graham
Executive Vice President                                   Dated: June 10, 1997



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