content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                                    ------------
  
                                      FORM 8-K
  
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
  Date of report (Date of earliest event reported)    July 21, 1998
                                                   -----------------------
  
  
  
                              American Telecasting, Inc.
  ------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)
  
  
                        
  54-1486988                          Delaware               0-23008
  ------------------------------------------------------------------------
  (IRS Employer       (State or Other Jurisdiction    (Commission
   Identification No.)          of Incorporation)         File Number)
  
  
  5575 Tech Center Drive, Suite 300, Colorado Springs, Colorado    80919
  ------------------------------------------------------------------------
            (Address of Principal Executive Offices)       (Zip Code)
  
  
  Registrant's telephone number, including area code    (719) 260-5533
                                                   ---------------------
  
                                  NOT APPLICABLE
  ------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
  
  ITEM 5.  Other Events.
  
       On July 21, 1998, American Telecasting, Inc. issued the following press
  release:
  
         Nasdaq Stock Market Informs American Telecasting, Inc. of Intent to
                           Delist Class A Common Stock
  
       Colorado Springs, Colo., July 21 -- American Telecasting, Inc. (the
  "Company") (NASDAQ: ATEL) announced today that the Nasdaq Stock Market, Inc.
  informed the Company by letter dated July 20, 1998, that a Nasdaq Listing
  Qualifications Panel has determined not to grant the Company's request for an
  exception to the net tangible assets/market capitalization/net income and bid
  price requirements for continued listing on the Nasdaq SmallCap Market.  The
  Company's Class A Common Stock is scheduled for delisting effective the close
  of business on July 28, 1998.
  
       Nasdaq procedures permit the Company to appeal this decision to a new
  Listing Qualification Panel.  In the event the decision is appealed to a new
  Listing Qualification Panel, no delisting action will take place until there
  has been a final determination by the new panel.  Any request for appeal must
  be filed with the Nasdaq Stock Market, Inc. by close of business on July 27,
  1998 in order to stay the delisting.   The Company intends to submit such a
  hearing request.
  
       Compliance with the net assets/market capitalization/net income
  requirements will require the Company's Class A Stock to trade consistently
  at prices greater than $1-3/8 per share, which is above the current trading
  price of the stock.
  
       The Company is unable to predict whether any appeal, if filed, would be
  successful.  If the appeal is unsuccessful, or is not filed in a timely
  manner, the Class A Common Stock will be removed from listing on the Nasdaq
  SmallCap Market and it would likely be more difficult to buy or sell the
  Company's Class A Common Stock or to obtain timely and accurate quotations to
  buy or sell.  In addition, the delisting process could result in a decline in
  the trading market for the Class A Common Stock, which could potentially
  depress the Company's stock and bond prices, among other consequences.
  
                                   SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                          AMERICAN TELECASTING, INC.
  
  
  
                                                /S/ DAVID K. SENTMAN
                                              ------------------------------
                                               DAVID K. SENTMAN
                                               SENIOR VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER
  
  
  DATED:  JULY 22, 1998
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "RE: PRESS RELEASE RE: DELISTING 7/21/98", "secsgml_size_bytes": 4359}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN TELECASTING INC/DE/", "cik": "0000913271", "assigned-sic": "4841", "irs-number": "541486988", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23008", "film-number": "98670166"}, "business-address": {"street1": "5575 TECH CENTER DR", "street2": "STE 300", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80919", "phone": "7192605533"}, "mail-address": {"street1": "5575 TECH CENTER DRIVE", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80919"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                                    ------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  Date of report (Date of earliest event reported)    July 21, 1998
                                                   -----------------------
  
                              American Telecasting, Inc.
  ------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)
  
                        
  54-1486988                          Delaware               0-23008
  ------------------------------------------------------------------------
  (IRS Employer       (State or Other Jurisdiction    (Commission
   Identification No.)          of Incorporation)         File Number)
  
  5575 Tech Center Drive, Suite 300, Colorado Springs, Colorado    80919
  ------------------------------------------------------------------------
            (Address of Principal Executive Offices)       (Zip Code)
  
  Registrant's telephone number, including area code    (719) 260-5533
                                                   ---------------------
  
                                  NOT APPLICABLE
  ------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
  ITEM 5.  Other Events.
  
       On July 21, 1998, American Telecasting, Inc. issued the following press
  release:
  
         Nasdaq Stock Market Informs American Telecasting, Inc. of Intent to
                           Delist Class A Common Stock
  
       Colorado Springs, Colo., July 21 -- American Telecasting, Inc. (the
  "Company") (NASDAQ: ATEL) announced today that the Nasdaq Stock Market, Inc.
  informed the Company by letter dated July 20, 1998, that a Nasdaq Listing
  Qualifications Panel has determined not to grant the Company's request for an
  exception to the net tangible assets/market capitalization/net income and bid
  price requirements for continued listing on the Nasdaq SmallCap Market.  The
  Company's Class A Common Stock is scheduled for delisting effective the close
  of business on July 28, 1998.
  
       Nasdaq procedures permit the Company to appeal this decision to a new
  Listing Qualification Panel.  In the event the decision is appealed to a new
  Listing Qualification Panel, no delisting action will take place until there
  has been a final determination by the new panel.  Any request for appeal must
  be filed with the Nasdaq Stock Market, Inc. by close of business on July 27,
  1998 in order to stay the delisting.   The Company intends to submit such a
  hearing request.
  
       Compliance with the net assets/market capitalization/net income
  requirements will require the Company's Class A Stock to trade consistently
  at prices greater than $1-3/8 per share, which is above the current trading
  price of the stock.
  
       The Company is unable to predict whether any appeal, if filed, would be
  successful.  If the appeal is unsuccessful, or is not filed in a timely
  manner, the Class A Common Stock will be removed from listing on the Nasdaq
  SmallCap Market and it would likely be more difficult to buy or sell the
  Company's Class A Common Stock or to obtain timely and accurate quotations to
  buy or sell.  In addition, the delisting process could result in a decline in
  the trading market for the Class A Common Stock, which could potentially
  depress the Company's stock and bond prices, among other consequences.
  
                                   SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                          AMERICAN TELECASTING, INC.
  
                                                /S/ DAVID K. SENTMAN
                                              ------------------------------
                                               DAVID K. SENTMAN
                                               SENIOR VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER
  
  DATED:  JULY 22, 1998