SECURITIES AND EXCHANGE COMMISSION 
  
                           WASHINGTON, D.C. 20549 
  
                            ____________________ 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   PURSUANT TO SECTION 13 OR 15(D) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
                             September 11, 1998 
                     (Date of earliest event reported) 
  
  
                         AMERICAN TELECASTING, INC. 
           (Exact name of Registrant as specified in its charter) 
  
  
      Delaware                  0-23008                  541486988 
      (State of            (Commission File No.)       (IRS Employer 
     Incorporation)                                  Identification No.) 
  
  
                           5575 Tech Center Drive 
                                  Suite 300 
                         Colorado Springs, Colorado 
                  (Address of principal executive offices) 
  
  
                                   80919 
                                 (zip code) 
  
  
                               (719) 260-5533 
            (Registrant's telephone number, including area code) 
  
                     Exhibit Index is located on Page 6


  
 Item 5.   Other Events. 
  
           On September 11, 1998, American Telecasting, Inc. (the "Company")
 announced that it is commencing a tender offer for a portion of its
 outstanding Senior Discount Notes due 2004 (the "2004 Notes") and a portion
 of its outstanding Senior Discount Notes due 2005 (the "2005 Notes" and,
 together with the 2004 Notes the  "Notes") at a cash price of $280.50 per
 $1,000 principal amount at maturity of the 2004 Notes purchased and $247.50
 per $1,000 principal amount at maturity of the 2005 Notes purchased.   The
 maximum aggregate amount of cash available for the purchase of Notes
 pursuant to the offer is estimated to be approximately $11,620,000.  If
 necessary, all tenders will be prorated as described in the related Offer
 to Purchase dated September 11, 1998 that was sent to holders of the Notes. 
  
           As of August 31, 1998, the 2004 Notes had an aggregate principal
 amount at maturity of approximately $166.7  million and an accreted value
 of approximately $146.0 million and the 2005 Notes had an aggregate
 principal amount at maturity of approximately $158.2 million and an
 accreted value of approximately $116.0 million.  Both the 2004 Notes and
 the 2005 Notes accrete at the rate of 14.5% per annum. 
            
           The Company's obligation to accept for purchase, and to pay for,
 Notes tendered pursuant to the offer is not conditioned upon any minimum
 tender of either the 2004 Notes or the 2005 Notes or obtaining any
 financing but is subject to satisfaction of certain other conditions.  The
 Company, in its sole discretion, may waive any of the conditions of the
 Offer, in whole or in part, at any time and from time to time.  
  
           The offer will expire at 12:00 midnight, New York City time, on
 October 8, 1998, unless extended.  
  
           Statement under the Private Securities Litigation Reform Act of
 1995:  The statements contained in this release regarding the Company's
 plans for future development and operation of its business are forward-
 looking statements that involve risks and uncertainties.  While management
 believes that the assumptions underlying these statements are reasonable,
 actual results could differ materially.  Among the factors that could cause
 actual results to differ materially are:  a lack of sufficient capital to
 finance the Company's business plan on terms satisfactory to the Company;
 the Company's inability to develop and implement new services, such as
 high-speed Internet access and telephony; the Company's inability to obtain
 the necessary FCC authorizations for such new services; competitive
 factors, such as the introduction of new technologies and competitors into
 the subscription television, high-speed Internet access and telephony
 businesses; a failure by the Company to enter into strategic partner
 relationships; and the other factors listed on page one of the  Company's
 Annual Report on Form 10-K.  The Company wishes to caution readers not to
 place undue reliance on any such forward-looking statements, which
 statements are made pursuant to the Private Securities Litigation reform
 Act of 1995, and, as such, speak only as of the date made. 
  
           The foregoing description of the Offer is qualified in its
 entirety by reference to American Telecasting, Inc.'s Offer to Purchase
 dated September 11, 1998, a copy of which is attached as an exhibit hereto
 and is incorporated by reference herein in its entirety. 
  
 Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
      (c)  Exhibits 
  
           99(a)     Offer to Purchase, dated September 11, 1998. 
  
           99(b)     Press Release, dated September 11, 1998, by
                     American Telecasting, Inc. 



                                 SIGNATURES 
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, American Telecasting, Inc. has duly caused this report to be signed
 on its behalf by the undersigned hereunto duly authorized. 
  
  
                                AMERICAN TELECASTING, INC. 
  
  
  
                                By: /s/ David Sentman 
                                   _____________________________
                                Name:  David Sentman 
                                Title: Senior Vice President and 
                                       Chief Financial Officer 
  
  
 Date:  September 11, 1998



                               EXHIBIT INDEX 
  
  
 Exhibit No. 
  
   99(a)     Offer to Purchase, dated September 11, 1998. 
  
   99(b)     Press Release, dated September 11, 1998, by
             American Telecasting, Inc.
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SECURITIES AND EXCHANGE COMMISSION 
  
                           WASHINGTON, D.C. 20549 
  
                            ____________________ 
  
                                  FORM 8-K 
                               CURRENT REPORT 
  
                   PURSUANT TO SECTION 13 OR 15(D) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
                             September 11, 1998 
                     (Date of earliest event reported) 
  
  
                         AMERICAN TELECASTING, INC. 
           (Exact name of Registrant as specified in its charter) 
  
  
      Delaware                  0-23008                  541486988 
      (State of            (Commission File No.)       (IRS Employer 
     Incorporation)                                  Identification No.) 
  
  
                           5575 Tech Center Drive 
                                  Suite 300 
                         Colorado Springs, Colorado 
                  (Address of principal executive offices) 
  
  
                                   80919 
                                 (zip code) 
  
  
                               (719) 260-5533 
            (Registrant's telephone number, including area code) 
  
                     Exhibit Index is located on Page 6

  
 Item 5.   Other Events. 
  
           On September 11, 1998, American Telecasting, Inc. (the "Company")
 announced that it is commencing a tender offer for a portion of its
 outstanding Senior Discount Notes due 2004 (the "2004 Notes") and a portion
 of its outstanding Senior Discount Notes due 2005 (the "2005 Notes" and,
 together with the 2004 Notes the  "Notes") at a cash price of $280.50 per
 $1,000 principal amount at maturity of the 2004 Notes purchased and $247.50
 per $1,000 principal amount at maturity of the 2005 Notes purchased.   The
 maximum aggregate amount of cash available for the purchase of Notes
 pursuant to the offer is estimated to be approximately $11,620,000.  If
 necessary, all tenders will be prorated as described in the related Offer
 to Purchase dated September 11, 1998 that was sent to holders of the Notes. 
  
           As of August 31, 1998, the 2004 Notes had an aggregate principal
 amount at maturity of approximately $166.7  million and an accreted value
 of approximately $146.0 million and the 2005 Notes had an aggregate
 principal amount at maturity of approximately $158.2 million and an
 accreted value of approximately $116.0 million.  Both the 2004 Notes and
 the 2005 Notes accrete at the rate of 14.5% per annum. 
            
           The Company's obligation to accept for purchase, and to pay for,
 Notes tendered pursuant to the offer is not conditioned upon any minimum
 tender of either the 2004 Notes or the 2005 Notes or obtaining any
 financing but is subject to satisfaction of certain other conditions.  The
 Company, in its sole discretion, may waive any of the conditions of the
 Offer, in whole or in part, at any time and from time to time.  
  
           The offer will expire at 12:00 midnight, New York City time, on
 October 8, 1998, unless extended.  
  
           Statement under the Private Securities Litigation Reform Act of
 1995:  The statements contained in this release regarding the Company's
 plans for future development and operation of its business are forward-
 looking statements that involve risks and uncertainties.  While management
 believes that the assumptions underlying these statements are reasonable,
 actual results could differ materially.  Among the factors that could cause
 actual results to differ materially are:  a lack of sufficient capital to
 finance the Company's business plan on terms satisfactory to the Company;
 the Company's inability to develop and implement new services, such as
 high-speed Internet access and telephony; the Company's inability to obtain
 the necessary FCC authorizations for such new services; competitive
 factors, such as the introduction of new technologies and competitors into
 the subscription television, high-speed Internet access and telephony
 businesses; a failure by the Company to enter into strategic partner
 relationships; and the other factors listed on page one of the  Company's
 Annual Report on Form 10-K.  The Company wishes to caution readers not to
 place undue reliance on any such forward-looking statements, which
 statements are made pursuant to the Private Securities Litigation reform
 Act of 1995, and, as such, speak only as of the date made. 
  
           The foregoing description of the Offer is qualified in its
 entirety by reference to American Telecasting, Inc.'s Offer to Purchase
 dated September 11, 1998, a copy of which is attached as an exhibit hereto
 and is incorporated by reference herein in its entirety. 
  
 Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
      (c)  Exhibits 
  
           99(a)     Offer to Purchase, dated September 11, 1998. 
  
           99(b)     Press Release, dated September 11, 1998, by
                     American Telecasting, Inc. 

                                 SIGNATURES 
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, American Telecasting, Inc. has duly caused this report to be signed
 on its behalf by the undersigned hereunto duly authorized. 
  
  
                                AMERICAN TELECASTING, INC. 
  
  
  
                                By: /s/ David Sentman 
                                   _____________________________
                                Name:  David Sentman 
                                Title: Senior Vice President and 
                                       Chief Financial Officer 
  
  
 Date:  September 11, 1998

                               EXHIBIT INDEX 
  
  
 Exhibit No. 
  
   99(a)     Offer to Purchase, dated September 11, 1998. 
  
   99(b)     Press Release, dated September 11, 1998, by
             American Telecasting, Inc.