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)    January 13, 1997
                                                  --------------------------
  
  
                     AMERICAN TELECASTING, INC.
   -----------------------------------------------------------------
         (Exact Name of Registrant as Specified in Charter)
  
  
       Delaware                       0-23008                   54-1486988
   -------------------------------------------------------------------------
  (State or Other Jurisdiction    (IRS Employer         (Commission File Number)
   of Incorporation)               Identification No.)
      
  
  5575 Tech Center Drive, 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
  
  
       On January 13, 1997, American Telecasting, Inc. issued the following 
  press release:
  
                  AMERICAN TELECASTING, INC. ANNOUNCES EXPIRATION
                 OF LETTER OF INTENT WITH CS WIRELESS SYSTEMS, INC.
  
  Colorado Springs, Colorado, January 13, 1997 - American Telecasting, Inc.
  (NASDAQ: ATEL) announced today that its letter of intent with CS Wireless
  Systems, Inc. to exchange certain wireless cable assets had expired.  Under 
  the terms of the letter of intent, American Telecasting was to have exchanged 
  the wireless cable markets of Louisville, Kentucky; Little Rock, Arkansas; 
  Oklahoma City, Oklahoma; Wichita, Kansas to CS Wireless for the wireless cable
  markets of Minneapolis, Minnesota; Bakersfield, California and 
  Stockton/Modesto, California, plus approximately $5.5 million in cash.  
  Robert D. Hostetler, ATI's President and Chief Executive Officer, stated,
  "Although this letter of intent has expired, we will continue to seek 
  transactions that rationalize our MDS assets."
  
                                     # # # # #
  
  American Telecasting, Inc. operates wireless cable television systems 
  throughout the United States, serving approximately 178,100 subscribers in 38 
  markets.  Wireless cable television systems use microwave frequencies licensed
  by the FCC to provide multiple channel subscription television programming.  
  Along with its commitment to deliver high levels of customer service, American
  Telecasting, Inc. offers value programming packages by pricing its products 
  lower than its franchise cable and direct broadcast satellite competitors, 
  creating improved value for its customers.
  
  <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:   January 15, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "ATI 8-K FOR 1/13/97 PRESS RELEASE", "secsgml_size_bytes": 3635}]
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": "97506597"}, "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)    January 13, 1997
                                                  --------------------------
  
                     AMERICAN TELECASTING, INC.
   -----------------------------------------------------------------
         (Exact Name of Registrant as Specified in Charter)
  
       Delaware                       0-23008                   54-1486988
   -------------------------------------------------------------------------
  (State or Other Jurisdiction    (IRS Employer         (Commission File Number)
   of Incorporation)               Identification No.)
      
  
  5575 Tech Center Drive, 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
  
       On January 13, 1997, American Telecasting, Inc. issued the following 
  press release:
  
                  AMERICAN TELECASTING, INC. ANNOUNCES EXPIRATION
                 OF LETTER OF INTENT WITH CS WIRELESS SYSTEMS, INC.
  
  Colorado Springs, Colorado, January 13, 1997 - American Telecasting, Inc.
  (NASDAQ: ATEL) announced today that its letter of intent with CS Wireless
  Systems, Inc. to exchange certain wireless cable assets had expired.  Under 
  the terms of the letter of intent, American Telecasting was to have exchanged 
  the wireless cable markets of Louisville, Kentucky; Little Rock, Arkansas; 
  Oklahoma City, Oklahoma; Wichita, Kansas to CS Wireless for the wireless cable
  markets of Minneapolis, Minnesota; Bakersfield, California and 
  Stockton/Modesto, California, plus approximately $5.5 million in cash.  
  Robert D. Hostetler, ATI's President and Chief Executive Officer, stated,
  "Although this letter of intent has expired, we will continue to seek 
  transactions that rationalize our MDS assets."
  
                                     # # # # #
  
  American Telecasting, Inc. operates wireless cable television systems 
  throughout the United States, serving approximately 178,100 subscribers in 38 
  markets.  Wireless cable television systems use microwave frequencies licensed
  by the FCC to provide multiple channel subscription television programming.  
  Along with its commitment to deliver high levels of customer service, American
  Telecasting, Inc. offers value programming packages by pricing its products 
  lower than its franchise cable and direct broadcast satellite competitors, 
  creating improved value for its customers.
  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:   January 15, 1997