As filed with the Securities and Exchange Commission on July 12, 2000
                                                       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
                                 (617) 375-7500
           (Address of Principal Executive Offices including zip code)
                                  -------------

          American Tower Corporation 2000 Employee Stock Purchase Plan
                     American Tower Retirement Savings Plan
                            (Full titles of the plan)
                                  ------------

                                 Steven B. Dodge
                            Chairman of the Board of
                      Directors and Chief Executive Officer
                           American Tower Corporation
                              116 Huntington Avenue
                           Boston, Massachusetts 02116
                                 (617) 375-7500
            (Name, address and telephone number of Agent For Service)
                                  -------------

                                    Copy to:
                             Norman A. Bikales, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                                ----------------

If, as a result of stock splits,  stock dividends or similar  transactions,  the
number of securities  purported to be registered on this Registration  Statement
changes, the provisions of Rule 416 shall apply to this Registration Statement.

<PAGE>



<TABLE>
<CAPTION>

                                         CALCULATION OF REGISTRATION FEE

                                                       Proposed           Proposed Maximum
   Title of Securities         Amount to be        Maximum Offering           Aggregate              Amount of
     to be Registered           Registered        Price Per Share(1)      Offering Price(1)      Registration Fee
     ----------------           ----------        ------------------      -----------------      ----------------
<S>                              <C>                    <C>                 <C>                      <C>

American Tower
Corporation 2000
Employee Stock
Purchase Plan:

Class A Common Stock, par
value $.01 per share              5,000,000              $43.53125           $217,656,250             $57,461.25
Plan Participation
Interests                                (2)                    (2)                    (2)                    (2)

American Tower
Retirement Savings Plan:

Class A Common Stock, par
value $.01 per share              2,000,000              $43.53125            $87,062,500             $22,984.50
Plan Participation
Interests                                (2)                    (2)                    (2)                    (2)
Grand Total:                                                                 $304,718,750             $80,445.75
<FN>
(1)      The proposed  maximum offering price per share and the proposed  maximum  aggregate  offering price have
         been estimated  solely for purpose of calculating the amount of the  registration fee in accordance with
         Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the
         high and low prices of the Class A Common Stock on the New York Stock Exchange on July 7, 2000.

(2)      Pursuant to Rule  416(c),  an  indeterminate  number of  participation  interests  in the Plan are being
         registered.  Pursuant  to Rule  457(h)(2),  no  additional  filing fee is required  with  respect to the
         participation interests in the Plan.
</FN>
</TABLE>


<PAGE>
          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  American  Tower  Corporation  2000
Employee  Stock  Purchase Plan and the American  Tower  Retirement  Savings Plan
(collectively, the "Plans") and are not required to be filed with the Securities
and Exchange  Commission as part of the registration  statement or as an exhibit
thereto.

         Employees participating in the Plans may obtain, without charge, a copy
of the Plans or the documents set forth in Item 3, below, by request to Ms. Anne
Alter,  Director  of  Investor  Relations,   American  Tower  Corporation,   116
Huntington Avenue, Boston, Massachusetts 02116 ((617) 375-7500).


          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which  have been  filed by  American  Tower
Corporation  (the  "Company")  with the Securities and Exchange  Commission (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 fiscal year
                  ended December 31, 1999;

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 2000;

         (c)      The  Company's  Current  Reports on Form 8-K dated January 28,
                  2000, January 31, 2000,  February 9, 2000,  February 24, 2000,
                  March 14, 2000,  March 30, 2000, April 13, 2000, May 15, 2000,
                  May 23, 2000,  June 12, 2000, June 23, 2000 and June 29, 2000;
                  and

         (d)      The description of the Common Stock contained in the Company's
                  registration statement on Form 8-A filed on June 4, 1998.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
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.

         Not applicable.

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.  As of June 1, 2000,
Norman A.  Bikales,  a member of the firm of  Sullivan &  Worcester  LLP,  owned
11,000  shares of our Class A common  stock and 41,490  shares of Class B common
stock and had  options  to  purchase  20,000  shares of Class A common  stock at
$10.00 per share and 25,000 shares of Class A common stock at $23.813 per share.
Mr. Bikales and other partners and associates of that firm serve as secretary or
assistant secretaries for us and certain of our subsidiaries.

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General  Corporation Law ("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  provide 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  provides 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 (1) breach of the  director's  duty of loyalty to the  Company or its
stockholders,  (2)  acts  or  omissions  not in  good  faith  or  which  involve
intentional  misconduct or knowing violation of law, (3) liability under Section
174 of the DGCL relating to certain unlawful dividends and stock repurchases, or
(4) any  transaction  from  which the  director  derived  an  improper  personal
benefit.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
                                  EXHIBIT INDEX

         Exhibit No.       Description

         5.1               Opinion of Sullivan & Worcester LLP.*

         23.1              Consent of  Sullivan & Worcester  LLP  (contained in
                           the opinion of Sullivan & Worcester LLP filed
                           herewith as Exhibit 5.1).

         23.2              Consent of Deloitte & Touche LLP.*

         23.3              Consent of KPMG LLP.*

         23.4              Consent of KPMG LLP.*

         24                Power of Attorney (included in signature page of this
                           Registration Statement).

*Filed herewith.

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.
                           Notwithstanding   the  foregoing,   any  increase  or

                                      II-2
<PAGE>

                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  and of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective 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
         with or  furnished  to the  Commission  by the  registrant  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) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant'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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  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 registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant 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 this 12th
day of July, 2000.

                                 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 the Company hereby severally
constitute  Steven B. Dodge,  Joseph L. Winn and Jonathan R. Black,  and each of
them  acting  singly,  our true and lawful  attorneys  to sign for us and in our
names in the  capacities  indicated  below any  amendments to this  registration
statement on Form S-8 (including any  post-effective  amendments  hereto) and to
file  the  same,  with  Exhibits  thereto  and  other  documents  in  connection
therewith,  with the Commission,  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  amendments to this  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 in the capacities indicated on the 12th day of July, 2000.

      Signatures                                  Title


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



/s/ Alan L. Box
Alan L. Box                      Executive Vice President and Director



/s/ Joseph L. Winn
Joseph L. Winn                   Chief Financial Officer and Treasurer



/s/ Justin D. Benincasa
Justin D. Benincasa              Vice President and Corporate Controller



/s/ Arnold L. Chavkin
Arnold L. Chavkin                Director

<PAGE>



/s/ Dean H. Eisner
Dean H. Eisner                   Director




/s/ Jack D. Furst
Jack D. Furst                    Director




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




Fred R. Lummis                   Director





Randall T. Mays                  Director





Thomas H. Stoner                 Director




/s/ Maggie Wilderotter
Maggie Wilderotter               Director
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 19674}]
{"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": "333-41226", "film-number": "671639"}, "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 July 12, 2000
                                                       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
                                 (617) 375-7500
           (Address of Principal Executive Offices including zip code)
                                  -------------

          American Tower Corporation 2000 Employee Stock Purchase Plan
                     American Tower Retirement Savings Plan
                            (Full titles of the plan)
                                  ------------

                                 Steven B. Dodge
                            Chairman of the Board of
                      Directors and Chief Executive Officer
                           American Tower Corporation
                              116 Huntington Avenue
                           Boston, Massachusetts 02116
                                 (617) 375-7500
            (Name, address and telephone number of Agent For Service)
                                  -------------

                                    Copy to:
                             Norman A. Bikales, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                                ----------------

If, as a result of stock splits,  stock dividends or similar  transactions,  the
number of securities  purported to be registered on this Registration  Statement
changes, the provisions of Rule 416 shall apply to this Registration Statement.
CALCULATION OF REGISTRATION FEE

                                                       Proposed           Proposed Maximum
   Title of Securities         Amount to be        Maximum Offering           Aggregate              Amount of
     to be Registered           Registered        Price Per Share(1)      Offering Price(1)      Registration Fee
     ----------------           ----------        ------------------      -----------------      ----------------
American Tower
Corporation 2000
Employee Stock
Purchase Plan:

Class A Common Stock, par
value $.01 per share              5,000,000              $43.53125           $217,656,250             $57,461.25
Plan Participation
Interests                                (2)                    (2)                    (2)                    (2)

American Tower
Retirement Savings Plan:

Class A Common Stock, par
value $.01 per share              2,000,000              $43.53125            $87,062,500             $22,984.50
Plan Participation
Interests                                (2)                    (2)                    (2)                    (2)
Grand Total:                                                                 $304,718,750             $80,445.75
(1)      The proposed  maximum offering price per share and the proposed  maximum  aggregate  offering price have
         been estimated  solely for purpose of calculating the amount of the  registration fee in accordance with
         Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the
         high and low prices of the Class A Common Stock on the New York Stock Exchange on July 7, 2000.

(2)      Pursuant to Rule  416(c),  an  indeterminate  number of  participation  interests  in the Plan are being
         registered.  Pursuant  to Rule  457(h)(2),  no  additional  filing fee is required  with  respect to the
         participation interests in the Plan.
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  American  Tower  Corporation  2000
Employee  Stock  Purchase Plan and the American  Tower  Retirement  Savings Plan
(collectively, the "Plans") and are not required to be filed with the Securities
and Exchange  Commission as part of the registration  statement or as an exhibit
thereto.

         Employees participating in the Plans may obtain, without charge, a copy
of the Plans or the documents set forth in Item 3, below, by request to Ms. Anne
Alter,  Director  of  Investor  Relations,   American  Tower  Corporation,   116
Huntington Avenue, Boston, Massachusetts 02116 ((617) 375-7500).

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which  have been  filed by  American  Tower
Corporation  (the  "Company")  with the Securities and Exchange  Commission (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 fiscal year
                  ended December 31, 1999;

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 2000;

         (c)      The  Company's  Current  Reports on Form 8-K dated January 28,
                  2000, January 31, 2000,  February 9, 2000,  February 24, 2000,
                  March 14, 2000,  March 30, 2000, April 13, 2000, May 15, 2000,
                  May 23, 2000,  June 12, 2000, June 23, 2000 and June 29, 2000;
                  and

         (d)      The description of the Common Stock contained in the Company's
                  registration statement on Form 8-A filed on June 4, 1998.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
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.

         Not applicable.

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.  As of June 1, 2000,
Norman A.  Bikales,  a member of the firm of  Sullivan &  Worcester  LLP,  owned
11,000  shares of our Class A common  stock and 41,490  shares of Class B common
stock and had  options  to  purchase  20,000  shares of Class A common  stock at
$10.00 per share and 25,000 shares of Class A common stock at $23.813 per share.
Mr. Bikales and other partners and associates of that firm serve as secretary or
assistant secretaries for us and certain of our subsidiaries.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General  Corporation Law ("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  provide 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  provides 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 (1) breach of the  director's  duty of loyalty to the  Company or its
stockholders,  (2)  acts  or  omissions  not in  good  faith  or  which  involve
intentional  misconduct or knowing violation of law, (3) liability under Section
174 of the DGCL relating to certain unlawful dividends and stock repurchases, or
(4) any  transaction  from  which the  director  derived  an  improper  personal
benefit.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
                                  EXHIBIT INDEX

         Exhibit No.       Description

         5.1               Opinion of Sullivan & Worcester LLP.*

         23.1              Consent of  Sullivan & Worcester  LLP  (contained in
                           the opinion of Sullivan & Worcester LLP filed
                           herewith as Exhibit 5.1).

         23.2              Consent of Deloitte & Touche LLP.*

         23.3              Consent of KPMG LLP.*

         23.4              Consent of KPMG LLP.*

         24                Power of Attorney (included in signature page of this
                           Registration Statement).

*Filed herewith.

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.
                           Notwithstanding   the  foregoing,   any  increase  or

                                      II-2
decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  and of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective 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
         with or  furnished  to the  Commission  by the  registrant  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) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant'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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  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 registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant 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 this 12th
day of July, 2000.

                                 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 the Company hereby severally
constitute  Steven B. Dodge,  Joseph L. Winn and Jonathan R. Black,  and each of
them  acting  singly,  our true and lawful  attorneys  to sign for us and in our
names in the  capacities  indicated  below any  amendments to this  registration
statement on Form S-8 (including any  post-effective  amendments  hereto) and to
file  the  same,  with  Exhibits  thereto  and  other  documents  in  connection
therewith,  with the Commission,  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  amendments to this  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 in the capacities indicated on the 12th day of July, 2000.

      Signatures                                  Title

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

/s/ Alan L. Box
Alan L. Box                      Executive Vice President and Director

/s/ Joseph L. Winn
Joseph L. Winn                   Chief Financial Officer and Treasurer

/s/ Justin D. Benincasa
Justin D. Benincasa              Vice President and Corporate Controller

/s/ Arnold L. Chavkin
Arnold L. Chavkin                Director
/s/ Dean H. Eisner
Dean H. Eisner                   Director

/s/ Jack D. Furst
Jack D. Furst                    Director

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

Fred R. Lummis                   Director

Randall T. Mays                  Director

Thomas H. Stoner                 Director

/s/ Maggie Wilderotter
Maggie Wilderotter               Director