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) October 15, 1997
                                                   ----------------
  
  
                     AMERICAN TELECASTING, INC.
  ----------------------------------------------------------------------
         (Exact Name of Registrant as Specified in Charter)
  
  
       Delaware                 0-23008                54-1486988
  ----------------------------------------------------------------------
  (State or Other            (IRS Employer        (Commission File)
  Jurisdiction of           Identification No.)      Number)
  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
  
       In a press release issued October 15, 1997, American Telecasting, Inc.
  (ATI) (Nasdaq: ATEL) announced that beginning October 17, 1997, its Class A
  Common Stock will be listed on The Nasdaq SmallCap Market and will continue to
  be listed under the trading symbol "ATEL."
  
       The Class A Common Stock of ATI is currently listed on The Nasdaq 
  National Market (NNM).  As previously reported by ATI, its listing on the NNM 
  had been under review by Nasdaq as a result of ATIFs being out of compliance 
  with the net tangible asset listing requirement of a minimum level of 
  $4 million.  ATI became out of compliance at December 31, 1996, and has 
  remained out of compliance with this requirement during 1997.  ATI had 
  requested and received from Nasdaq a temporary exception to the net tangible 
  asset requirement while it sought to satisfy that requirement.
  
       ATI determined that it would not satisfy the net tangible asset listing
  requirement within the time period and under the terms requested by Nasdaq.
  Accordingly, ATI requested that Nasdaq move the listing of ATIFs Class A 
  Common Stock from the NNM to The Nasdaq SmallCap Market based upon the 
  new maintenance listing criteria.  Nasdaq has agreed to list the Company's 
  Class A Common Stock on The Nasdaq SmallCap Market, beginning October 17, 
  1997, in lieu of delisting ATIFs common stock entirely from Nasdaq.
  
       Continued listing an The Nasdaq SmallCap market will be subject to ATIFs
  completion of a new listing application and continued satisfaction of the
  maintenance criteria for such market, including a market capitalization of 
  $35 million or higher and a bid price of $1.00 or more.
  
       American Telecasting, Inc. is one of the largest operators of wireless
  cable television systems in the United States, serving approximately 169,000
  subscribers in 38 markets as of June 30, 1997.  On August 12, 1997, the 
  Company sold its current channel and operating interests in certain markets 
  to BellSouth Corporation.  These operating systems involved approximately 
  24,000 subscribers. Wireless cable television systems use microwave 
  frequencies licensed by the FCC to provide multiple channel subscription 
  television programming and other services, such as Internet access.  Along 
  with its commitment to deliver high levels of customer service, American 
  Telecasting, Inc. offers value programming packages by pricing its products 
  lower than franchise cable and direct broadcast satellite competitors, 
  creating improved value for its customers.
  
  
  
                                AMERICAN TELECASTING, INC.
  
  
                                By:  /s/ DAVID K. SENTMAN
                                    -----------
                                    David K. Sentman
                                    Sr. Vice President and
                                    Chief Financial Officer
  
  
  
  Date:  October 16, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4218}]
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": "97696657"}, "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) October 15, 1997
                                                   ----------------
  
                     AMERICAN TELECASTING, INC.
  ----------------------------------------------------------------------
         (Exact Name of Registrant as Specified in Charter)
  
       Delaware                 0-23008                54-1486988
  ----------------------------------------------------------------------
  (State or Other            (IRS Employer        (Commission File)
  Jurisdiction of           Identification No.)      Number)
  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
  
       In a press release issued October 15, 1997, American Telecasting, Inc.
  (ATI) (Nasdaq: ATEL) announced that beginning October 17, 1997, its Class A
  Common Stock will be listed on The Nasdaq SmallCap Market and will continue to
  be listed under the trading symbol "ATEL."
  
       The Class A Common Stock of ATI is currently listed on The Nasdaq 
  National Market (NNM).  As previously reported by ATI, its listing on the NNM 
  had been under review by Nasdaq as a result of ATIFs being out of compliance 
  with the net tangible asset listing requirement of a minimum level of 
  $4 million.  ATI became out of compliance at December 31, 1996, and has 
  remained out of compliance with this requirement during 1997.  ATI had 
  requested and received from Nasdaq a temporary exception to the net tangible 
  asset requirement while it sought to satisfy that requirement.
  
       ATI determined that it would not satisfy the net tangible asset listing
  requirement within the time period and under the terms requested by Nasdaq.
  Accordingly, ATI requested that Nasdaq move the listing of ATIFs Class A 
  Common Stock from the NNM to The Nasdaq SmallCap Market based upon the 
  new maintenance listing criteria.  Nasdaq has agreed to list the Company's 
  Class A Common Stock on The Nasdaq SmallCap Market, beginning October 17, 
  1997, in lieu of delisting ATIFs common stock entirely from Nasdaq.
  
       Continued listing an The Nasdaq SmallCap market will be subject to ATIFs
  completion of a new listing application and continued satisfaction of the
  maintenance criteria for such market, including a market capitalization of 
  $35 million or higher and a bid price of $1.00 or more.
  
       American Telecasting, Inc. is one of the largest operators of wireless
  cable television systems in the United States, serving approximately 169,000
  subscribers in 38 markets as of June 30, 1997.  On August 12, 1997, the 
  Company sold its current channel and operating interests in certain markets 
  to BellSouth Corporation.  These operating systems involved approximately 
  24,000 subscribers. Wireless cable television systems use microwave 
  frequencies licensed by the FCC to provide multiple channel subscription 
  television programming and other services, such as Internet access.  Along 
  with its commitment to deliver high levels of customer service, American 
  Telecasting, Inc. offers value programming packages by pricing its products 
  lower than franchise cable and direct broadcast satellite competitors, 
  creating improved value for its customers.
  
                                AMERICAN TELECASTING, INC.
  
                                By:  /s/ DAVID K. SENTMAN
                                    -----------
                                    David K. Sentman
                                    Sr. Vice President and
                                    Chief Financial Officer
  
  Date:  October 16, 1997