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

                               APRIL 9, 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)



Item 5.  Other Events.

      On April 9, 1998, American Telecasting, Inc. (the "Company") today
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 $255 per
$1,000 principal amount at maturity of the 2004 Notes purchased and $225
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 $17.5 million. If necessary, all tenders will be
prorated as described in the related Offer to Purchase and Consent
Solicitation Statement dated April 9, 1998 that will be sent to holders of
the Notes.

      As of March 31, 1998, the 2004 Notes had an aggregate principal
amount at maturity of approximately $196.9 million and an accreted value of
approximately $162.7 million and the 2005 Notes had an aggregate principal
amount at maturity of approximately $201.7 million and an accreted value of
approximately $140.2 million. Both the 2004 Notes and the 2005 Notes
accrete at the rate of 14.5% per annum.

      In conjunction with the offer, the Company is soliciting consents for
certain proposed waivers under the indentures pursuant to which the Notes
were issued that require that proceeds from asset sales that are not used
to acquire new assets or to retire indebtedness within 270 days be used to
make a pro rata offer to purchase outstanding 2004 Notes and 2005 Notes at
a purchase price equal to 100% of the accreted value thereof to any
purchase date prior to maturity. As of this date, the Company has received
approximately $22.2 million in such net proceeds which have not yet been
used to acquire or make binding commitments to acquire new assets or retire
indebtedness. The 270 day period ends on May 9, 1998 as to approximately
$17.8 million of such proceeds.

      The Company believes that, taking into account the Company's current
business situation and its financial condition and resources, it is
appropriate to purchase Notes upon the terms and conditions contemplated by
the offer, although there can be no assurance that even if the offer is
completed the Company will have the financial resources necessary to make
interest and principal payments on the remaining Notes as they become due.
If the Company receives the required consents, it intends to use up to
approximately $18.0 million of such net proceeds to pay the offer
consideration and transaction expenses related to the offer and the
solicitation and to use the remaining amount as and when needed for general
corporate purposes, which may or may not include the acquisition of, or the
making of binding commitments to acquire, new assets.

      The Company does not believe that it would be in the best interests
of the Company or its various constituencies to repurchase Notes at their
accreted value. Accordingly, if the Company does not obtain the required
consents, it will continue its efforts to use a sufficient amount of the
net proceeds identified above to acquire or make binding commitments to
acquire additional assets that it will not be required to make an offer to
purchase Notes at accreted value. In this regard, the Company has
identified commitments in excess of $30.0 million that it could make to
acquire assets used in its current analog video and high-speed Internet
services, assets to construct transmission facilities pursuant to existing
obligations to the FCC and license lessors, minority interests in entities
controlled but not wholly owned by the Company, various purchases of
wireless cable channels presently leased by the Company, various lease or
purchases of wireless cable channels not presently controlled by the
Company, and other wireless cable entities.

      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 the receipt of the consents
described above from the holders of a majority in principal amount at
maturity of both the 2004 Notes and the 2005 Notes on or prior to 5:00 PM,
New York City time, on April 23, 1998 and to 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 and solicitation will expire at 12:00 midnight, New York
City time, on May 7, 1998, unless extended. If the consent condition is not
satisfied on or prior to 5:00 PM, New York City time, on April 23, 1998,
the Company currently intends to terminate the offer without purchasing any
Notes thereunder.

      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 and
Consent Solicitation Statement dated April 9, 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 and Consent Solicitation
                  Statement, dated
                  April 9, 1998.

            99(b) Press Release, dated April 9, 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:  April 9, 1998




                               EXHIBIT INDEX


Exhibit No.

   99(a)       Offer to Purchase and Consent Solicitation Statement dated
               April 9, 1998.

   99(b)       Press Release, dated April 9, 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

                               APRIL 9, 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)

Item 5.  Other Events.

      On April 9, 1998, American Telecasting, Inc. (the "Company") today
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 $255 per
$1,000 principal amount at maturity of the 2004 Notes purchased and $225
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 $17.5 million. If necessary, all tenders will be
prorated as described in the related Offer to Purchase and Consent
Solicitation Statement dated April 9, 1998 that will be sent to holders of
the Notes.

      As of March 31, 1998, the 2004 Notes had an aggregate principal
amount at maturity of approximately $196.9 million and an accreted value of
approximately $162.7 million and the 2005 Notes had an aggregate principal
amount at maturity of approximately $201.7 million and an accreted value of
approximately $140.2 million. Both the 2004 Notes and the 2005 Notes
accrete at the rate of 14.5% per annum.

      In conjunction with the offer, the Company is soliciting consents for
certain proposed waivers under the indentures pursuant to which the Notes
were issued that require that proceeds from asset sales that are not used
to acquire new assets or to retire indebtedness within 270 days be used to
make a pro rata offer to purchase outstanding 2004 Notes and 2005 Notes at
a purchase price equal to 100% of the accreted value thereof to any
purchase date prior to maturity. As of this date, the Company has received
approximately $22.2 million in such net proceeds which have not yet been
used to acquire or make binding commitments to acquire new assets or retire
indebtedness. The 270 day period ends on May 9, 1998 as to approximately
$17.8 million of such proceeds.

      The Company believes that, taking into account the Company's current
business situation and its financial condition and resources, it is
appropriate to purchase Notes upon the terms and conditions contemplated by
the offer, although there can be no assurance that even if the offer is
completed the Company will have the financial resources necessary to make
interest and principal payments on the remaining Notes as they become due.
If the Company receives the required consents, it intends to use up to
approximately $18.0 million of such net proceeds to pay the offer
consideration and transaction expenses related to the offer and the
solicitation and to use the remaining amount as and when needed for general
corporate purposes, which may or may not include the acquisition of, or the
making of binding commitments to acquire, new assets.

      The Company does not believe that it would be in the best interests
of the Company or its various constituencies to repurchase Notes at their
accreted value. Accordingly, if the Company does not obtain the required
consents, it will continue its efforts to use a sufficient amount of the
net proceeds identified above to acquire or make binding commitments to
acquire additional assets that it will not be required to make an offer to
purchase Notes at accreted value. In this regard, the Company has
identified commitments in excess of $30.0 million that it could make to
acquire assets used in its current analog video and high-speed Internet
services, assets to construct transmission facilities pursuant to existing
obligations to the FCC and license lessors, minority interests in entities
controlled but not wholly owned by the Company, various purchases of
wireless cable channels presently leased by the Company, various lease or
purchases of wireless cable channels not presently controlled by the
Company, and other wireless cable entities.

      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 the receipt of the consents
described above from the holders of a majority in principal amount at
maturity of both the 2004 Notes and the 2005 Notes on or prior to 5:00 PM,
New York City time, on April 23, 1998 and to 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 and solicitation will expire at 12:00 midnight, New York
City time, on May 7, 1998, unless extended. If the consent condition is not
satisfied on or prior to 5:00 PM, New York City time, on April 23, 1998,
the Company currently intends to terminate the offer without purchasing any
Notes thereunder.

      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 and
Consent Solicitation Statement dated April 9, 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 and Consent Solicitation
                  Statement, dated
                  April 9, 1998.

            99(b) Press Release, dated April 9, 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:  April 9, 1998

                               EXHIBIT INDEX

Exhibit No.

   99(a)       Offer to Purchase and Consent Solicitation Statement dated
               April 9, 1998.

   99(b)       Press Release, dated April 9, 1998, by American
               Telecasting, Inc.