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)    March 10, 1998  
                                                   ----------------------------
  
  
  
                            AMERICAN TELECASTING, INC.
  -----------------------------------------------------------------------------
  
                (Exact Name of Registrant as Specified in Charter)
  
  
        Delaware                      0-23008                 54-1486988
  -----------------------------------------------------------------------------
  (State or Other                 (Commission File        (IRS Employer 
   Jurisdiction of                 Number)                 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
  
       On March 10, 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, Colorado, March 10, 1998 _ American Telecasting, Inc.
  ("ATI") (Nasdaq SmallCap:  ATEL) announced today that the staff of  The
  Nasdaq Stock Market, Inc. has informed ATI that Nasdaq has determined that
  ATI is not in compliance with the new net tangible assets/market
  capitalization/net income requirement pursuant to NASD Marketplace Rule
  4310(c)(02) and that the Company's Class A Common Stock is scheduled for
  delisting from the Nasdaq Stock Market on March 16, 1998.
  
       Nasdaq procedures permit the Company to request a temporary exception to
  the new requirements by sending a hearing request to Nasdaq prior to the
  close of business on March 13, 1998, and that such request will stay the
  delisting.  The Company intends to submit such a hearing request.
  
       Compliance with the new net assets/market capitalization/net income
  requirements will require the Company's Class A Common Stock to trade
  consistently at prices greater than $1-3/8 per share, which is above the
  current trading price of the stock.
  
       ATI is unable to predict whether any appeal would be successful.  If the
  appeal is unsuccessful, the Class A Common Stock would be removed from
  listing on the Nasdaq Stock Market and it would likely be more difficult to
  buy or sell the 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.
  
                                   # # # # # #
  
       American Telecasting, Inc. is one of the largest operators of wireless
  cable television systems in the United States, serving approximately 140,000
  video subscribers in 33 markets, as of September 1997.  Wireless system
  operators use MMDS, MDS, and ITFS microwave frequencies at approximately 2.5
  GHz to deliver multiple channel subscription television programming and high
  speed Internet access services.  For more information, visit ATI's web sites
  at http://www.amtele.com or http://www.wantweb.net, or call (719) 260-5533.
     ---------------------
  American Telecasting, Inc. headquarters are located at 5575 Tech Center 
  Drive, Suite 300, Colorado Springs, Colorado, 80919.
  
  
  <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
  
  Dated: March 11, 1998
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "RE: PRESS RELEASE DATED 3/10/98", "secsgml_size_bytes": 4665}]
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": "98565515"}, "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)    March 10, 1998  
                                                   ----------------------------
  
                            AMERICAN TELECASTING, INC.
  -----------------------------------------------------------------------------
  
                (Exact Name of Registrant as Specified in Charter)
  
        Delaware                      0-23008                 54-1486988
  -----------------------------------------------------------------------------
  (State or Other                 (Commission File        (IRS Employer 
   Jurisdiction of                 Number)                 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
  
       On March 10, 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, Colorado, March 10, 1998 _ American Telecasting, Inc.
  ("ATI") (Nasdaq SmallCap:  ATEL) announced today that the staff of  The
  Nasdaq Stock Market, Inc. has informed ATI that Nasdaq has determined that
  ATI is not in compliance with the new net tangible assets/market
  capitalization/net income requirement pursuant to NASD Marketplace Rule
  4310(c)(02) and that the Company's Class A Common Stock is scheduled for
  delisting from the Nasdaq Stock Market on March 16, 1998.
  
       Nasdaq procedures permit the Company to request a temporary exception to
  the new requirements by sending a hearing request to Nasdaq prior to the
  close of business on March 13, 1998, and that such request will stay the
  delisting.  The Company intends to submit such a hearing request.
  
       Compliance with the new net assets/market capitalization/net income
  requirements will require the Company's Class A Common Stock to trade
  consistently at prices greater than $1-3/8 per share, which is above the
  current trading price of the stock.
  
       ATI is unable to predict whether any appeal would be successful.  If the
  appeal is unsuccessful, the Class A Common Stock would be removed from
  listing on the Nasdaq Stock Market and it would likely be more difficult to
  buy or sell the 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.
  
                                   # # # # # #
  
       American Telecasting, Inc. is one of the largest operators of wireless
  cable television systems in the United States, serving approximately 140,000
  video subscribers in 33 markets, as of September 1997.  Wireless system
  operators use MMDS, MDS, and ITFS microwave frequencies at approximately 2.5
  GHz to deliver multiple channel subscription television programming and high
  speed Internet access services.  For more information, visit ATI's web sites
  at http://www.amtele.com or http://www.wantweb.net, or call (719) 260-5533.
     ---------------------
  American Telecasting, Inc. headquarters are located at 5575 Tech Center 
  Drive, Suite 300, Colorado Springs, Colorado, 80919.
  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
  
  Dated: March 11, 1998