As filed with the Securities and Exchange Commission on February 25, 1999
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           AMERICAN TOWER CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                      65-0723837
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)
                                              


               116 Huntington Avenue, Boston, Massachusetts 02116
          (Address, including zip code, of principal executive offices)

           Specialty Teleconstructors, Inc. 1997 Stock Incentive Plan
             Specialty Teleconstructors, Inc. 1998 Stock Option Plan
                            (Full title of the Plan)

                                 STEVEN B. DODGE
                           American Tower Corporation
                              116 Huntington Avenue
                          Boston, Massachusetts 02116 I
                                 (617) 375-7500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                               
                                    Copy to:
                             NORMAN A. BIKALES, ESQ.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
                                               
                                                               Proposed            Proposed
                                              Amount            Maximum             Maximum
          Title of Each Class of               to be         Offering Price        Aggregate         Amount of
        Securities to be Registered         Registered         Per Share         Offering Price   Registration Fee
<S>                                          <C>         <C>                    <C>                   <C>

Class A Common Stock, $.01 par value.......   971,850    $10.909 to $15.909(2)   $13,441,750(2)        $3,737

Issuable upon exercise of outstanding
options under the Specialty
Teleconstructors, Inc. 1997 Stock Incentive
Plan and the Specialty Teleconstructors,
Inc. 1998 Stock Option Plan(1)

<PAGE>


<FN>

(1) Options to purchase  Common Stock of  OmniAmerica,  Inc.  ("Omni") under the
    Specialty Teleconstructors, Inc. 1997 Stock Incentive Plan and the Specialty
    Teleconstructors  1998 Stock  Option  Plan were  assumed by  American  Tower
    Corporation ( the  "Company"),  pursuant to a certain  Agreement and Plan of
    Merger (the "Merger  Agreement") by and among the Company,  American Towers,
    Inc. and Omni, dated as of November 16, 1998.

(2) Pursuant  to Rule 457(h) the  offering  price is  calculated  based upon the
    exercise  price  with  respect  to  shares  subject  to  options   currently
    outstanding.
</FN>
</TABLE>



<PAGE>

                           AMERICAN TOWER CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan  Information;  Item 2.  Registrant  Information  and Employee  Plan
Annual Information.

    The documents  containing  the  information  required by these items will be
given to employees  participating in the Specialty  Teleconstructors,  Inc. 1997
Stock Incentive Plan (the "1997 Plan") and the Specialty Teleconstructors,  Inc.
1998 Stock  Option Plan (the "1998  Plan") and are not required to be filed with
the  Securities  and  Exchange  Commission  (the  "Commission")  as  part of the
Registration Statement or as an exhibit thereto.

    Employees participating in the 1997 Plan and 1998 Plan may obtain additional
information regarding the Company by requesting from the Company a copy, without
charge,  of the Company's  recent  Registration  Statement on Form S-1 (File No.
333-70881).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The  following  documents  which  have been  filed by the  Company  with the
Commission are incorporated by reference in and made a part of this Registration
Statement, as of their respective dates:

    (a) The Company's Annual Report on Form 10-K for the year ended December 31,
1997, as filed with the Commission on April 9, 1998.

    (b) The Company's Form 8-A filed on June 4, 1998; and

    (c) The Company's  (i)  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1998,  filed on May 15, 1998,  (ii) Quarterly  Report on Form 10-Q for
the quarter  ended June 30,  1998,  filed on August 14,  1998,  (iii)  Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998,  filed on November
16, 1998,  (iv)  Currents  Reports on Form 8-K filed on March 20,  1998,  May 1,
1998, June 4, 1998, July 16, 1998,  November 30, 1998,  January 8, 1999, January
21, 1999,  February 12, 1999 and February 24, 1999,  and (iii) Current Report on
Form 8-K/A filed on January 27, 1999.

    All documents  subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents.

    Any  statement  contained  in  a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
herein,  or in any subsequently  filed document which also is or is deemed to be
incorporated by reference,  modifies or supersedes such statement. Any statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.


Item 4.  Description of Securities.

    None.


                                      II-1
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

    The  validity  of the  shares  offered  hereby  will be passed  upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. Norman A. Bikales, a
member of the firm of  Sullivan &  Worcester  LLP owns  9,000  shares of Class A
Common  Stock and 41,490  shares of Class B Common  Stock and  currently  has an
option to purchase 20,000 shares of Class A Common Stock at $10.00 per share. An
associate of Sullivan & Worcester LLP has an option to purchase  8,000 shares of
Class A Common Stock at $18.75 per share. Mr. Bikales and/or  associates of that
firm serve as secretary or assistant  secretaries  of the Company and certain of
its subsidiaries.

Item 6.  Indemnification of Directors and Officers.

    Section 145 of the Delaware General  Corporation Law (the "DGCL")  provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director,  officer,  employee or agent of the Company may and, in
certain  cases,  must be indemnified  by the Company  against,  in the case of a
non-derivative  action,  judgments,   fines,  amounts  paid  in  settlement  and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

    Article  XII of the  Company's  By-Laws  provides  that  the  Company  shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.

    Article Sixth of the Company's Restated  Certificate of Incorporation states
that no director of the Company shall be personally liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for (i) breach of the  director's  duty of loyalty to the  Company or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct  or knowing  violation  of law,  (iii)  liability  under
Section  174 of the DGCL  relating  to  certain  unlawful  dividends  and  stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.


Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

    Listed  below are the exhibits which are filed as part of this  registration
statement  (according  to the number  assigned to them in Item 601 of Regulation
S-K).

<TABLE>
<CAPTION>
Exhibit No.                    Description of Document                               Exhibit File No.    
<S>       <C>                                                             <C>

     5     Opinion of Sullivan & Worcester LLP.............................Filed herewith as Exhibit 5
   10.1    Specialty Teleconstructors, Inc. 1997 Stock Incentive Plan......Filed herewith as Exhibit 10.1
   10.2    Specialty Teleconstructors, Inc. 1998 Stock Option Plan.........Filed herewith as Exhibit 10.2
   23.0    Consent of Sullivan & Worcester LLP.............................Contained in the opinion of
                                                                           Sullivan & Worcester LLP filed
                                                                           herewith as part of Exhibit 5
   23.1    Consent of Deloitte & Touche LLP................................Filed herewith as Exhibit 23.1
    24     Power of Attorney...............................................Filed herewith as page II-4 of the
                                                                           Registration Statement   
</TABLE>



                                                       II-2

<PAGE>



Item 9.  Undertakings.

    (a)  The undersigned registrant hereby undertakes:

            (1) to file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

      (i)   to  include  any  prospectus  required  by Section  10(a)(3)  of the
            Securities Act of 1933;

      (ii)  to reflect in the  prospectus  any facts or events arising after the
            effective  date of the  Registration  Statement  (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement;

      (iii) to include  any  material  information  with  respect to the plan of
            distribution not previously disclosed in the registration  statement
            or any  material  change  to such  information  in the  registration
            statement:

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs  is  contained in periodic  reports  filed by the Company
     pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the registration statement;

            (2) that,  for the purpose of  determining  any liability  under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof; and

            (3)  to  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering;

     (b) For purposes of determining  any liability  under the Securities Act of
1933,  each filing of the Company's  annual report  pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against public policy as expressed in that Act and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.



                                      II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on the 25th
day of February, 1999.

                                            AMERICAN TOWER CORPORATION


                                            By: /s/ Steven B. Dodge     
                                               Steven B. Dodge
                                               Chairman of the Board, President
                                               and Chief Executive Officer

     The undersigned  Officers and Directors of American Tower  Corporation (the
"Company")  hereby  severally  constitute  Joseph L. Winn,  Justin D. Benincasa,
Michael B. Milsom and Norman A. Bikales,  and each of them,  acting singly,  our
true and  lawful  attorneys  to sign for us and in our  names in the  capacities
indicated below the Company's Registration Statement on Form S-8 relating to the
registration  of an aggregate of 971,850 shares of the Company's  Class A Common
Stock,  $.01 par value issued or issuable  upon the exercise of options  granted
under the Specialty  Teleconstructors,  Inc. 1997 Stock  Incentive  Plan and the
Specialty  Teleconstructors,  Inc.  1998  Stock  Option  Plan,  and  any and all
amendments  and  supplements  thereto,  filed with the  Securities  and Exchange
Commission, for the purpose of registering such shares, under the Securities Act
of 1933, as amended,  granting unto each of said attorneys,  acting singly, full
power and authority to do and perform each and every act and thing  requisite or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming our
signatures to said  registration  statement signed by our said attorneys and all
else that said attorneys may lawfully do and cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.


     Signature                          Title                         Date
     ---------                          -----                         ----

/s/ Steven B. Dodge           Chairman, President and          February 25, 1999
Steven B. Dodge                 Chief Executive Officer

/s/ Joseph L. Winn            Chief Financial Officer and      February 25, 1999
Joseph L. Winn                  Treasurer

/s/ Justin D. Benincasa       Vice President and               February 25, 1999
Justin D. Benincasa             Corporate Controller

/s/ Alan L. Box               Executive Vice President and     February 25, 1999
Alan L. Box                     Director

/s/ Arnold L. Chavkin         Director                         February 25, 1999
Arnold L. Chavkin

/s/ J. Michael Gearon, Jr.    Executive Vice President and     February 25, 1999
J. Michael Gearon, Jr.          Director



                                      II-4

<PAGE>

     Signature                   Title                                Date
     ---------                   -----                                ----
                                                
/s/ Thomas H. Stoner          Director                         February 25, 1999
Thomas H. Stoner

/s/ Fred R. Lummis            Director                         February 25, 1999
Fred R. Lummis

/s/ Randall Mays              Director                         February 25, 1999
Randall Mays

/s/ Maggie Wilderotter        Director                         February 25, 1999
Maggie Wilderotter 



                                      II-5

<PAGE>



                                  EXHIBIT INDEX

     Listed below are the exhibits which are filed as part of this  registration
statement  (according  to the number  assigned to them in Item 601 of Regulation
S-K).
<TABLE>
<CAPTION>
Exhibit No.                    Description of Document                           Exhibit File No.          Page
    
<S>       <C>                                                             <C>
     5     Opinion of Sullivan & Worcester LLP.............................Filed herewith as Exhibit 5
   10.1    Specialty Teleconstructors, Inc. 1997 Stock Incentive Plan......Filed herewith as Exhibit 10.1
   10.2    Specialty Teleconstructors, Inc. 1998 Stock Option Plan.........Filed herewith as Exhibit 10.2
   23.0    Consent of Sullivan & Worcester LLP                             Contained in the opinion of
                                                                           Sullivan & Worcester LLP filed
                                                                           herewith as part of Exhibit 5
   23.1    Consent of Deloitte & Touche LLP................................Filed herewith as Exhibit 23.1

    24     Power of Attorney...............................................Filed herewith as page II-4 of
                                                                           the Registration Statement   
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20385}]
{"company-data": {"conformed-name": "AMERICAN TOWER CORP /MA/", "cik": "0001053507", "assigned-sic": "4899", "irs-number": "650723837", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72927", "film-number": "99549848"}, "business-address": {"street1": "116 HUNTINGTON AVE", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "6173757500"}, "mail-address": {"street1": "116 HUNTINGTON AVE", "city": "BOSTON", "state": "MA", "zip": "02116"}, "former-company": {"former-conformed-name": "AMERICAN TOWER SYSTEMS CORP", "date-changed": "19980128"}}
As filed with the Securities and Exchange Commission on February 25, 1999
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           AMERICAN TOWER CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                      65-0723837
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)
                                              

               116 Huntington Avenue, Boston, Massachusetts 02116
          (Address, including zip code, of principal executive offices)

           Specialty Teleconstructors, Inc. 1997 Stock Incentive Plan
             Specialty Teleconstructors, Inc. 1998 Stock Option Plan
                            (Full title of the Plan)

                                 STEVEN B. DODGE
                           American Tower Corporation
                              116 Huntington Avenue
                          Boston, Massachusetts 02116 I
                                 (617) 375-7500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                               
                                    Copy to:
                             NORMAN A. BIKALES, ESQ.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
CALCULATION OF REGISTRATION FEE
                                               
                                                               Proposed            Proposed
                                              Amount            Maximum             Maximum
          Title of Each Class of               to be         Offering Price        Aggregate         Amount of
        Securities to be Registered         Registered         Per Share         Offering Price   Registration Fee
Class A Common Stock, $.01 par value.......   971,850    $10.909 to $15.909(2)   $13,441,750(2)        $3,737

Issuable upon exercise of outstanding
options under the Specialty
Teleconstructors, Inc. 1997 Stock Incentive
Plan and the Specialty Teleconstructors,
Inc. 1998 Stock Option Plan(1)
(1) Options to purchase  Common Stock of  OmniAmerica,  Inc.  ("Omni") under the
    Specialty Teleconstructors, Inc. 1997 Stock Incentive Plan and the Specialty
    Teleconstructors  1998 Stock  Option  Plan were  assumed by  American  Tower
    Corporation ( the  "Company"),  pursuant to a certain  Agreement and Plan of
    Merger (the "Merger  Agreement") by and among the Company,  American Towers,
    Inc. and Omni, dated as of November 16, 1998.

(2) Pursuant  to Rule 457(h) the  offering  price is  calculated  based upon the
    exercise  price  with  respect  to  shares  subject  to  options   currently
    outstanding.
AMERICAN TOWER CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan  Information;  Item 2.  Registrant  Information  and Employee  Plan
Annual Information.

    The documents  containing  the  information  required by these items will be
given to employees  participating in the Specialty  Teleconstructors,  Inc. 1997
Stock Incentive Plan (the "1997 Plan") and the Specialty Teleconstructors,  Inc.
1998 Stock  Option Plan (the "1998  Plan") and are not required to be filed with
the  Securities  and  Exchange  Commission  (the  "Commission")  as  part of the
Registration Statement or as an exhibit thereto.

    Employees participating in the 1997 Plan and 1998 Plan may obtain additional
information regarding the Company by requesting from the Company a copy, without
charge,  of the Company's  recent  Registration  Statement on Form S-1 (File No.
333-70881).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The  following  documents  which  have been  filed by the  Company  with the
Commission are incorporated by reference in and made a part of this Registration
Statement, as of their respective dates:

    (a) The Company's Annual Report on Form 10-K for the year ended December 31,
1997, as filed with the Commission on April 9, 1998.

    (b) The Company's Form 8-A filed on June 4, 1998; and

    (c) The Company's  (i)  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1998,  filed on May 15, 1998,  (ii) Quarterly  Report on Form 10-Q for
the quarter  ended June 30,  1998,  filed on August 14,  1998,  (iii)  Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998,  filed on November
16, 1998,  (iv)  Currents  Reports on Form 8-K filed on March 20,  1998,  May 1,
1998, June 4, 1998, July 16, 1998,  November 30, 1998,  January 8, 1999, January
21, 1999,  February 12, 1999 and February 24, 1999,  and (iii) Current Report on
Form 8-K/A filed on January 27, 1999.

    All documents  subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents.

    Any  statement  contained  in  a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
herein,  or in any subsequently  filed document which also is or is deemed to be
incorporated by reference,  modifies or supersedes such statement. Any statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

    None.

                                      II-1
Item 5.  Interests of Named Experts and Counsel.

    The  validity  of the  shares  offered  hereby  will be passed  upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. Norman A. Bikales, a
member of the firm of  Sullivan &  Worcester  LLP owns  9,000  shares of Class A
Common  Stock and 41,490  shares of Class B Common  Stock and  currently  has an
option to purchase 20,000 shares of Class A Common Stock at $10.00 per share. An
associate of Sullivan & Worcester LLP has an option to purchase  8,000 shares of
Class A Common Stock at $18.75 per share. Mr. Bikales and/or  associates of that
firm serve as secretary or assistant  secretaries  of the Company and certain of
its subsidiaries.

Item 6.  Indemnification of Directors and Officers.

    Section 145 of the Delaware General  Corporation Law (the "DGCL")  provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director,  officer,  employee or agent of the Company may and, in
certain  cases,  must be indemnified  by the Company  against,  in the case of a
non-derivative  action,  judgments,   fines,  amounts  paid  in  settlement  and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

    Article  XII of the  Company's  By-Laws  provides  that  the  Company  shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.

    Article Sixth of the Company's Restated  Certificate of Incorporation states
that no director of the Company shall be personally liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for (i) breach of the  director's  duty of loyalty to the  Company or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct  or knowing  violation  of law,  (iii)  liability  under
Section  174 of the DGCL  relating  to  certain  unlawful  dividends  and  stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

    Listed  below are the exhibits which are filed as part of this  registration
statement  (according  to the number  assigned to them in Item 601 of Regulation
S-K).
Exhibit No.                    Description of Document                               Exhibit File No.
5     Opinion of Sullivan & Worcester LLP.............................Filed herewith as Exhibit 5
   10.1    Specialty Teleconstructors, Inc. 1997 Stock Incentive Plan......Filed herewith as Exhibit 10.1
   10.2    Specialty Teleconstructors, Inc. 1998 Stock Option Plan.........Filed herewith as Exhibit 10.2
   23.0    Consent of Sullivan & Worcester LLP.............................Contained in the opinion of
                                                                           Sullivan & Worcester LLP filed
                                                                           herewith as part of Exhibit 5
   23.1    Consent of Deloitte & Touche LLP................................Filed herewith as Exhibit 23.1
    24     Power of Attorney...............................................Filed herewith as page II-4 of the
                                                                           Registration Statement
II-2
Item 9.  Undertakings.

    (a)  The undersigned registrant hereby undertakes:

            (1) to file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

      (i)   to  include  any  prospectus  required  by Section  10(a)(3)  of the
            Securities Act of 1933;

      (ii)  to reflect in the  prospectus  any facts or events arising after the
            effective  date of the  Registration  Statement  (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement;

      (iii) to include  any  material  information  with  respect to the plan of
            distribution not previously disclosed in the registration  statement
            or any  material  change  to such  information  in the  registration
            statement:

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs  is  contained in periodic  reports  filed by the Company
     pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the registration statement;

            (2) that,  for the purpose of  determining  any liability  under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof; and

            (3)  to  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering;

     (b) For purposes of determining  any liability  under the Securities Act of
1933,  each filing of the Company's  annual report  pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against public policy as expressed in that Act and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                      II-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on the 25th
day of February, 1999.

                                            AMERICAN TOWER CORPORATION

                                            By: /s/ Steven B. Dodge     
                                               Steven B. Dodge
                                               Chairman of the Board, President
                                               and Chief Executive Officer

     The undersigned  Officers and Directors of American Tower  Corporation (the
"Company")  hereby  severally  constitute  Joseph L. Winn,  Justin D. Benincasa,
Michael B. Milsom and Norman A. Bikales,  and each of them,  acting singly,  our
true and  lawful  attorneys  to sign for us and in our  names in the  capacities
indicated below the Company's Registration Statement on Form S-8 relating to the
registration  of an aggregate of 971,850 shares of the Company's  Class A Common
Stock,  $.01 par value issued or issuable  upon the exercise of options  granted
under the Specialty  Teleconstructors,  Inc. 1997 Stock  Incentive  Plan and the
Specialty  Teleconstructors,  Inc.  1998  Stock  Option  Plan,  and  any and all
amendments  and  supplements  thereto,  filed with the  Securities  and Exchange
Commission, for the purpose of registering such shares, under the Securities Act
of 1933, as amended,  granting unto each of said attorneys,  acting singly, full
power and authority to do and perform each and every act and thing  requisite or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming our
signatures to said  registration  statement signed by our said attorneys and all
else that said attorneys may lawfully do and cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.

     Signature                          Title                         Date
     ---------                          -----                         ----

/s/ Steven B. Dodge           Chairman, President and          February 25, 1999
Steven B. Dodge                 Chief Executive Officer

/s/ Joseph L. Winn            Chief Financial Officer and      February 25, 1999
Joseph L. Winn                  Treasurer

/s/ Justin D. Benincasa       Vice President and               February 25, 1999
Justin D. Benincasa             Corporate Controller

/s/ Alan L. Box               Executive Vice President and     February 25, 1999
Alan L. Box                     Director

/s/ Arnold L. Chavkin         Director                         February 25, 1999
Arnold L. Chavkin

/s/ J. Michael Gearon, Jr.    Executive Vice President and     February 25, 1999
J. Michael Gearon, Jr.          Director

                                      II-4
Signature                   Title                                Date
     ---------                   -----                                ----
                                                
/s/ Thomas H. Stoner          Director                         February 25, 1999
Thomas H. Stoner

/s/ Fred R. Lummis            Director                         February 25, 1999
Fred R. Lummis

/s/ Randall Mays              Director                         February 25, 1999
Randall Mays

/s/ Maggie Wilderotter        Director                         February 25, 1999
Maggie Wilderotter 

                                      II-5
EXHIBIT INDEX

     Listed below are the exhibits which are filed as part of this  registration
statement  (according  to the number  assigned to them in Item 601 of Regulation
S-K).
Exhibit No.                    Description of Document                           Exhibit File No.          Page
5     Opinion of Sullivan & Worcester LLP.............................Filed herewith as Exhibit 5
   10.1    Specialty Teleconstructors, Inc. 1997 Stock Incentive Plan......Filed herewith as Exhibit 10.1
   10.2    Specialty Teleconstructors, Inc. 1998 Stock Option Plan.........Filed herewith as Exhibit 10.2
   23.0    Consent of Sullivan & Worcester LLP                             Contained in the opinion of
                                                                           Sullivan & Worcester LLP filed
                                                                           herewith as part of Exhibit 5
   23.1    Consent of Deloitte & Touche LLP................................Filed herewith as Exhibit 23.1

    24     Power of Attorney...............................................Filed herewith as page II-4 of
                                                                           the Registration Statement