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)        June 12,  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 12, 1997, 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, June 12, 1997 -- American Telecasting, Inc.
  ("ATI") (NASDAQ: ATEL) announced today that the staff of The Nasdaq Stock
  Market, Inc. informed ATI by letter dated June 11, 1997, that Nasdaq has
  denied ATI's initial request for continued listing on The Nasdaq Stock Market
  and denied ATI's request for a waiver from certain listing requirements.
  
       As previously disclosed by ATI, the Company's net tangible worth on
  December 31, 1996, was negative $12,050,000 and did not satisfy the Nasdaq
  National Market listing criteria.  Pursuant to a request by Nasdaq, the
  Company submitted a waiver request and compliance plan to Nasdaq on May 14,
  1997.
  
       ATI's securities are scheduled to be delisted on June 18, 1997, but
  Nasdaq procedures permit the Company to appeal this determination to a review
  committee of Nasdaq.  ATI expects that it will appeal this determination,
  during which period the Company's Class A common stock will continue to be
  listed on the Nasdaq National Market.  The Company 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 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 13, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "ATI REGARDING 6/12/97 PRESS RELEASE", "secsgml_size_bytes": 4449}]
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": "97623583"}, "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)        June 12,  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 12, 1997, 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, June 12, 1997 -- American Telecasting, Inc.
  ("ATI") (NASDAQ: ATEL) announced today that the staff of The Nasdaq Stock
  Market, Inc. informed ATI by letter dated June 11, 1997, that Nasdaq has
  denied ATI's initial request for continued listing on The Nasdaq Stock Market
  and denied ATI's request for a waiver from certain listing requirements.
  
       As previously disclosed by ATI, the Company's net tangible worth on
  December 31, 1996, was negative $12,050,000 and did not satisfy the Nasdaq
  National Market listing criteria.  Pursuant to a request by Nasdaq, the
  Company submitted a waiver request and compliance plan to Nasdaq on May 14,
  1997.
  
       ATI's securities are scheduled to be delisted on June 18, 1997, but
  Nasdaq procedures permit the Company to appeal this determination to a review
  committee of Nasdaq.  ATI expects that it will appeal this determination,
  during which period the Company's Class A common stock will continue to be
  listed on the Nasdaq National Market.  The Company 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 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 13, 1997