content: UNITED SATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
  
  
  
                              FORM 8-K
  
  
  
  
  
  (X)  CURRENT REPORT PURSUANT
   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
  Date of report (Date of earliest event reported)    May 1, 1997
                                                  --------------------
  
  
                     AMERICAN TELECASTING, INC.
  ------------------------------------------------------------------------
         (Exact Name of Registrant as Specified in Charter)
  
  
       Delaware                 0-23008                  54-1486988
  ------------------------------------------------------------------------
  (State or Other        (IRS Employer             (Commission File Number)
  Jurisdiction of         Identification No.)
  Incorporation)  
  
  
  5575 Tech Center Drive, Suite, 300, Colorado Springs CO      80919
  ------------------------------------------------------------------------
  
  (Address of Principal Executive Offices)                  (Zip Code)
  
  
  Registrant's telephone number, including area code    (719) 260-5533
                                                     ---------------------
  
  
  
   -----------------------------------------------------------------------
    (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  <PAGE>
  
        
  Item 5.   Other Events
  
  
       By letter dated May 1, 1997, The Nasdaq Stock Market, Inc. informed
  American Telecasting, Inc. (the "Company") that based upon review of the
  Company's most recent Form 10-K, for the fiscal year ended December 31, 1996,
  the Company no longer meets the net tangible asset requirement for continued
  listing on the Nasdaq National Market.  The rules of The Nasdaq Stock Market,
  Inc. require, among other requirements, that the Company have net tangible
  assets of at least $4,000,000.  The Company's most recent Form 10-K disclosed
  that at December 31, 1996, its net tangible worth was negative $12,050,000 and
  that the Company did not satisfy the Nasdaq National Market listing criteria.
  Pursuant to the letter received by the Company, the Company is required to
  provide to The Nasdaq Stock Market, Inc. by May 15, 1997, its proposal to
  achieve compliance with the Nasdaq National Market listing requirements.
  
       If The Nasdaq Stock Market, Inc. determines that the Company's proposal
  does not warrant continued listing of the Company on the Nasdaq National
  Market, then The Nasdaq Stock Market, Inc. may commence a delisting process.
  This delisting could result in a decline in the trading market for the
  Company's Class A Common Stock, which could potentially depress the Company's
  stock and bond prices, among other consequences.  The Company expects to
  submit its proposal to The Nasdaq Stock Market, Inc. by May 15, 1997,
  requesting continuation of National Market listing status.  However, there can
  be no assurance that the Company will be able to provide either a compliance
  plan, or justification for a waiver, which is acceptable to The Nasdaq Stock
  Market, Inc.
  
  
  <PAGE>
  
  
                             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.
  
  
                                By:  /s/ DAVID K. SENTMAN
                                    ---------------------------
                                    David K. Sentman
                                    Sr. Vice President and
                                    Chief Financial Officer
  
  
  
  Date:  May 5, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "ATI 8-K DATED 5/1/97", "secsgml_size_bytes": 3650}]
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": "97595600"}, "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 SATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
  
                              FORM 8-K
  
  (X)  CURRENT REPORT PURSUANT
   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date of report (Date of earliest event reported)    May 1, 1997
                                                  --------------------
  
                     AMERICAN TELECASTING, INC.
  ------------------------------------------------------------------------
         (Exact Name of Registrant as Specified in Charter)
  
       Delaware                 0-23008                  54-1486988
  ------------------------------------------------------------------------
  (State or Other        (IRS Employer             (Commission File Number)
  Jurisdiction of         Identification No.)
  Incorporation)  
  
  5575 Tech Center Drive, Suite, 300, Colorado Springs CO      80919
  ------------------------------------------------------------------------
  
  (Address of Principal Executive Offices)                  (Zip Code)
  
  Registrant's telephone number, including area code    (719) 260-5533
                                                     ---------------------
  
   -----------------------------------------------------------------------
    (Former Name or Former Address, if Changed Since Last Report)
  Item 5.   Other Events
  
       By letter dated May 1, 1997, The Nasdaq Stock Market, Inc. informed
  American Telecasting, Inc. (the "Company") that based upon review of the
  Company's most recent Form 10-K, for the fiscal year ended December 31, 1996,
  the Company no longer meets the net tangible asset requirement for continued
  listing on the Nasdaq National Market.  The rules of The Nasdaq Stock Market,
  Inc. require, among other requirements, that the Company have net tangible
  assets of at least $4,000,000.  The Company's most recent Form 10-K disclosed
  that at December 31, 1996, its net tangible worth was negative $12,050,000 and
  that the Company did not satisfy the Nasdaq National Market listing criteria.
  Pursuant to the letter received by the Company, the Company is required to
  provide to The Nasdaq Stock Market, Inc. by May 15, 1997, its proposal to
  achieve compliance with the Nasdaq National Market listing requirements.
  
       If The Nasdaq Stock Market, Inc. determines that the Company's proposal
  does not warrant continued listing of the Company on the Nasdaq National
  Market, then The Nasdaq Stock Market, Inc. may commence a delisting process.
  This delisting could result in a decline in the trading market for the
  Company's Class A Common Stock, which could potentially depress the Company's
  stock and bond prices, among other consequences.  The Company expects to
  submit its proposal to The Nasdaq Stock Market, Inc. by May 15, 1997,
  requesting continuation of National Market listing status.  However, there can
  be no assurance that the Company will be able to provide either a compliance
  plan, or justification for a waiver, which is acceptable to The Nasdaq Stock
  Market, Inc.
  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.
  
                                By:  /s/ DAVID K. SENTMAN
                                    ---------------------------
                                    David K. Sentman
                                    Sr. Vice President and
                                    Chief Financial Officer
  
  Date:  May 5, 1997