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 Systems Corporation
                             1997 Stock Option 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.

The prospectus included in this Registration  Statement is a combined prospectus
which also relates to 15,000,000  shares of common stock  previously  registered
under the Company's  registration statement on Form S-8 dated April 28, 1998 and
filed on May 6, 1998 (file no. 333-51959).

<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>

Class A Common Stock, par
value $.01 per share             9,000,000             $43.53125             $391,781,250           $103,430.25
<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.
</FN>
</TABLE>

         A  registration  fee of  $81,460  was paid upon the filing of the prior
registration statement.




<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 Systems  Corporation
1997 Stock Option 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 Plan may obtain, without charge, a copy
of the Plan 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

         Insofar as additional securities are being registered of the same class
as other  securities  for  which a  registration  statement  filed on this  form
relating to an employee  benefit plan is effective,  in accordance  with General
Instruction  E to  the  Registration  Statement  on  Form  S-8,  American  Tower
Corporation (the "Company") hereby incorporates by reference the contents of the
Company's  Registration  Statement on Form S-8 dated April 28, 1998 and filed on
May 6, 1998 (file no.  333-51959) and omits the information  required by Part II
from this  registration  statement,  other than Item 3, Item 5 and Item 8 below,
which have been updated.

Item 3.  Incorporation of Documents by Reference.

         The Company  previously  registered under the Securities Act of 1933 an
aggregate of 15,000,000  shares of common stock offered pursuant to the American
Tower  Systems  Corporation  1997 Stock Option Plan  pursuant to a  registration
statement on Form S-8 (file no.  333-51959)  dated April 28, 1998 and filed with
the  Commission  on May 6,  1998,  which is  incorporated  in this  registration
statement by reference.

         The  following  additional  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 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.


                                      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.  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.

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.


                                      II-2
<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 11th 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

<PAGE>



/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": 12706}]
{"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": "333-41224", "film-number": "671631"}, "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 Systems Corporation
                             1997 Stock Option 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.

The prospectus included in this Registration  Statement is a combined prospectus
which also relates to 15,000,000  shares of common stock  previously  registered
under the Company's  registration statement on Form S-8 dated April 28, 1998 and
filed on May 6, 1998 (file no. 333-51959).
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
     ----------------           ----------        ------------------      -----------------      ----------------
Class A Common Stock, par
value $.01 per share             9,000,000             $43.53125             $391,781,250           $103,430.25
(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.
A  registration  fee of  $81,460  was paid upon the filing of the prior
registration statement.
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 Systems  Corporation
1997 Stock Option 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 Plan may obtain, without charge, a copy
of the Plan 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

         Insofar as additional securities are being registered of the same class
as other  securities  for  which a  registration  statement  filed on this  form
relating to an employee  benefit plan is effective,  in accordance  with General
Instruction  E to  the  Registration  Statement  on  Form  S-8,  American  Tower
Corporation (the "Company") hereby incorporates by reference the contents of the
Company's  Registration  Statement on Form S-8 dated April 28, 1998 and filed on
May 6, 1998 (file no.  333-51959) and omits the information  required by Part II
from this  registration  statement,  other than Item 3, Item 5 and Item 8 below,
which have been updated.

Item 3.  Incorporation of Documents by Reference.

         The Company  previously  registered under the Securities Act of 1933 an
aggregate of 15,000,000  shares of common stock offered pursuant to the American
Tower  Systems  Corporation  1997 Stock Option Plan  pursuant to a  registration
statement on Form S-8 (file no.  333-51959)  dated April 28, 1998 and filed with
the  Commission  on May 6,  1998,  which is  incorporated  in this  registration
statement by reference.

         The  following  additional  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 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.

                                      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.  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.

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.

                                      II-2
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 11th 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