content: UNITED STATES
                        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)        June 30, 1997
                                                    --------------------------
  
  
                     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 June 30, 1997, American Telecasting, Inc. issued the following press
  release.
  
               HEARING DATE SET FOR REVIEW OF NASDAQ DETERMINATION
            TO DELIST AMERICAN TELECASTING, INC. CLASS A COMMON STOCK
  
       Colorado Springs, Colorado, June 30, 1997 -- American Telecasting, Inc.
  ("ATI") (Nasdaq: ATEL) announced today that July 25, 1997 has been set as the
  date for an oral hearing on ATI's appeal of the determination by the staff of
  The Nasdaq Stock Market, Inc. to delist ATI from The Nasdaq Stock Market.  The
  hearing will be conducted before a Nasdaq review committee.  The Company's
  Class A common stock will continue to be listed on the Nasdaq National Market
  until the review committee issues its decision, which is expected within a
  week after the hearing.
  
       The Company is unable to predict whether its appeal will be successful.
  If the appeal is unsuccessful, the Class A common stock would be removed from
  listing on the Nasdaq National 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 173,600
  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:  June 30, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "ATI RE 6/30/97 PRESS RELEASE RE DELISTING HEARING", "secsgml_size_bytes": 3966}]
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": "97632530"}, "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
  
  (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)        June 30, 1997
                                                    --------------------------
  
                     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 June 30, 1997, American Telecasting, Inc. issued the following press
  release.
  
               HEARING DATE SET FOR REVIEW OF NASDAQ DETERMINATION
            TO DELIST AMERICAN TELECASTING, INC. CLASS A COMMON STOCK
  
       Colorado Springs, Colorado, June 30, 1997 -- American Telecasting, Inc.
  ("ATI") (Nasdaq: ATEL) announced today that July 25, 1997 has been set as the
  date for an oral hearing on ATI's appeal of the determination by the staff of
  The Nasdaq Stock Market, Inc. to delist ATI from The Nasdaq Stock Market.  The
  hearing will be conducted before a Nasdaq review committee.  The Company's
  Class A common stock will continue to be listed on the Nasdaq National Market
  until the review committee issues its decision, which is expected within a
  week after the hearing.
  
       The Company is unable to predict whether its appeal will be successful.
  If the appeal is unsuccessful, the Class A common stock would be removed from
  listing on the Nasdaq National 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 173,600
  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:  June 30, 1997