As filed with the Securities and Exchange Commission on May 6, 1998
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

               Delaware                               65-0598206
        (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)

           American Tower Systems Corporation 1997 Stock Option Plan,
                    as Amended and Restated on April 27, 1998;
                         Exchanged Option Agreements(3)
                            (Full title of the Plan)

                                 STEVEN B. DODGE
                       American Tower Systems Corporation
                              116 Huntington Avenue
                           Boston, Massachusetts 02116
                                 (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>                 <C>
Common Stock, $.01 par value..............      (1)              $ (2)               (2)                 $81,460
====================================================================================================================
<FN>
(1)  Consists of an aggregate of 15,000,000  shares of Class A Common Stock, $.01 par value per share ("Class A Common") and Class B
     Common Stock,  $.01 par value per share ("Class B Common")  authorized under the American Tower Systems  Corporation 1997 Stock
     Option Plan, as Amended and Restated on April 27, 1998 and 2,150,000 shares authorized under the Exchanged Option Agreements.
(2)  Pursuant to Rule 457(h) the offering price is calculated based upon the exercise price with respect to 7,392,640 shares subject
     to  options  currently  outstanding  and,  for the  remainder  of the  shares,  the  average  of the bid and ask  prices in the
     "when-issued" trading market on May 4, 1998 in accordance with Rule 457(c) under the Securities Act.
(3)  Exchanged Option Agreements (the "Exchanged Option Agreements")  entered into between the Company and Alan Box, Arnold Chavkin,
     Steven  Dodge,  James  Eisenstein,  Ross Elder,  Peter  Kovaleski,  Thomas  Stoner and Joseph Winn entered into pursuant to the
     consummation of the merger of American Radio Systems Corporation with a subsidiary of CBS Corporation (the "Merger").
</FN>
</TABLE>
<PAGE>
                       AMERICAN TOWER SYSTEMS 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 American Tower Systems Corporation 1997
Stock  Option  Plan,  as Amended and Restated on April 27, 1998 (the "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.


                                     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  fiscal  year  ended
December 31, 1997; and

    (b) The Company's Form 8-Ks  filed on  May 1, 1998 and March 20, 1998.

     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.

         The  description  of the  Common  Stock  contained  under  the  caption
"Description   of  American  Tower  Systems  Capital  Stock"  in  the  Company's
Prospectus  dated  February 17, 1998 and filed with the  Commission  pursuant to
Rule 424(b) are hereby incorporated by reference (File No. 333-46025).


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, upon consummation of the Merger,
will be the owner of 9,000 shares of Class A Common and 41,490 shares of Class B
Common and

                                      II-1

<PAGE>



currently  has an option to purchase  20,000  shares of Class A Common  Stock at
$10.00 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 exhibit  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    American Tower Systems  Corporation  1997 Stock Option Plan,
           dated as of November 5, 1997, as Amended and Restated on
           April 27, 1998..................................................Filed herewith as Exhibit 10.1
   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>


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:

                                      II-2

<PAGE>



    (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 28th
day of April, 1998.

                                   AMERICAN TOWER SYSTEMS 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  Systems
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  17,150,000  shares  of the
Company's Class A Common Stock,  $.01 par value, and Class B Common Stock,  $.01
par value,  issued or issuable  upon the exercise of options  granted  under the
American  Tower  Systems  Corporation  1997 Stock  Option  Plan,  as Amended and
Restated on April 27, 1998, and the Exchanged Option Agreements, 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            April 28, 1998
      Steven B. Dodge              Chief Executive Officer

 /s/ Joseph L. Winn           Chief Financial Officer and        April 28, 1998
      Joseph L. Winn               Director

 /s/ Justin D. Benincasa      Vice President and                 April 28, 1998
    Justin D. Benincasa            Corporate Controller

 /s/ Alan L. Box              Executive Vice President and       April 28, 1998
        Alan L. Box                Director

 /s/ Arnold L. Chavkin        Director                           April 28, 1998
     Arnold L. Chavkin

 /s/ J. Michael Gearon, Jr.   Executive Vice President and       April 28, 1998
   J. Michael Gearon, Jr.          Director



                                      II-4

<PAGE>




     Signature                            Title                        Date

 /s/ Thomas H. Stoner         Director                           April 28, 1998
      Thomas H. Stoner



                                      II-5

<PAGE>



                                  EXHIBIT INDEX

     Listed below are the exhibit  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>                              <C>
     5     Opinion of Sullivan & Worcester LLP.............................Filed herewith as Exhibit 5
   10.1    American Tower Systems  Corporation  1997 Stock Option Plan, 
           dated as of November 5, 1997, as Amended and Restated on
           April 27, 1998..................................................Filed herewith as Exhibit 10.1
   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-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19851}]
{"company-data": {"conformed-name": "AMERICAN TOWER SYSTEMS CORP", "cik": "0001053507", "assigned-sic": "4899", "irs-number": "650598206", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51959", "film-number": "98611711"}, "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"}}
As filed with the Securities and Exchange Commission on May 6, 1998
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

               Delaware                               65-0598206
        (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)

           American Tower Systems Corporation 1997 Stock Option Plan,
                    as Amended and Restated on April 27, 1998;
                         Exchanged Option Agreements(3)
                            (Full title of the Plan)

                                 STEVEN B. DODGE
                       American Tower Systems Corporation
                              116 Huntington Avenue
                           Boston, Massachusetts 02116
                                 (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
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value..............      (1)              $ (2)               (2)                 $81,460
====================================================================================================================
(1)  Consists of an aggregate of 15,000,000  shares of Class A Common Stock, $.01 par value per share ("Class A Common") and Class B
     Common Stock,  $.01 par value per share ("Class B Common")  authorized under the American Tower Systems  Corporation 1997 Stock
     Option Plan, as Amended and Restated on April 27, 1998 and 2,150,000 shares authorized under the Exchanged Option Agreements.
(2)  Pursuant to Rule 457(h) the offering price is calculated based upon the exercise price with respect to 7,392,640 shares subject
     to  options  currently  outstanding  and,  for the  remainder  of the  shares,  the  average  of the bid and ask  prices in the
     "when-issued" trading market on May 4, 1998 in accordance with Rule 457(c) under the Securities Act.
(3)  Exchanged Option Agreements (the "Exchanged Option Agreements")  entered into between the Company and Alan Box, Arnold Chavkin,
     Steven  Dodge,  James  Eisenstein,  Ross Elder,  Peter  Kovaleski,  Thomas  Stoner and Joseph Winn entered into pursuant to the
     consummation of the merger of American Radio Systems Corporation with a subsidiary of CBS Corporation (the "Merger").
AMERICAN TOWER SYSTEMS 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 American Tower Systems Corporation 1997
Stock  Option  Plan,  as Amended and Restated on April 27, 1998 (the "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.

                                     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  fiscal  year  ended
December 31, 1997; and

    (b) The Company's Form 8-Ks  filed on  May 1, 1998 and March 20, 1998.

     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.

         The  description  of the  Common  Stock  contained  under  the  caption
"Description   of  American  Tower  Systems  Capital  Stock"  in  the  Company's
Prospectus  dated  February 17, 1998 and filed with the  Commission  pursuant to
Rule 424(b) are hereby incorporated by reference (File No. 333-46025).

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, upon consummation of the Merger,
will be the owner of 9,000 shares of Class A Common and 41,490 shares of Class B
Common and

                                      II-1
currently  has an option to purchase  20,000  shares of Class A Common  Stock at
$10.00 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 exhibit  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    American Tower Systems  Corporation  1997 Stock Option Plan,
           dated as of November 5, 1997, as Amended and Restated on
           April 27, 1998..................................................Filed herewith as Exhibit 10.1
   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
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:

                                      II-2
(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 28th
day of April, 1998.

                                   AMERICAN TOWER SYSTEMS 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  Systems
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  17,150,000  shares  of the
Company's Class A Common Stock,  $.01 par value, and Class B Common Stock,  $.01
par value,  issued or issuable  upon the exercise of options  granted  under the
American  Tower  Systems  Corporation  1997 Stock  Option  Plan,  as Amended and
Restated on April 27, 1998, and the Exchanged Option Agreements, 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            April 28, 1998
      Steven B. Dodge              Chief Executive Officer

 /s/ Joseph L. Winn           Chief Financial Officer and        April 28, 1998
      Joseph L. Winn               Director

 /s/ Justin D. Benincasa      Vice President and                 April 28, 1998
    Justin D. Benincasa            Corporate Controller

 /s/ Alan L. Box              Executive Vice President and       April 28, 1998
        Alan L. Box                Director

 /s/ Arnold L. Chavkin        Director                           April 28, 1998
     Arnold L. Chavkin

 /s/ J. Michael Gearon, Jr.   Executive Vice President and       April 28, 1998
   J. Michael Gearon, Jr.          Director

                                      II-4
Signature                            Title                        Date

 /s/ Thomas H. Stoner         Director                           April 28, 1998
      Thomas H. Stoner

                                      II-5
EXHIBIT INDEX

     Listed below are the exhibit  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    American Tower Systems  Corporation  1997 Stock Option Plan, 
           dated as of November 5, 1997, as Amended and Restated on
           April 27, 1998..................................................Filed herewith as Exhibit 10.1
   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-6