As filed with the Securities and Exchange Commission on June 9, 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 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 Corporation 1995 Stock Option Plan
                            (Full title of the Plan)
                                                

                                 STEVEN B. DODGE
                           American Tower 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>

Class A Common Stock, $.01 par value......   1,252,364    $0.519 to $2.465(2)   $2,862,500(2)           $845
Issuable upon exercise of outstanding
options under the American Tower
Corporation 1995 Stock Option Plan(1)
<FN>
(1)  Options to purchase Common Stock under the American Tower Corporation  ("ATC") 1995 Stock Option Plan (the "Plan") were assumed
     by American Tower Corporation (formerly known as American Tower Systems Corporation, the

<PAGE>

     "Company"), pursuant to a certain Agreement and Plan of Merger (the "Merger Agreement") by and among the Company and ATC, dated
     as of December 12, 1997, and as amended on June 5, 1998.  Pursuant to such assumption,  the shares of ATC Common Stock issuable
     under the Plan were converted into the right to purchase shares of the Company's Class A Common Stock pursuant to a formula set
     forth in the Merger  Agreement.  Pursuant to the Merger  Agreement,  the Company  changed its name from American  Tower Systems
     Corporation to American Tower Corporation.

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



<PAGE>



                       AMERICAN TOWER 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  Corporation 1995 Stock
Option  Plan,  as amended (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  Prospectus from the  Registration  Statement on Form S-1
     (File No. 333-50111) as filed pursuant to Rule 424(b) on June 5, 1998;

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

     (c) The Company's  Form 8-Ks filed on May 1, 1998,  March 20, 1998 and June
     4, 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.

    None.


Item 5.  Interests of Named Experts and Counsel.

    The  validity  of the  shares  offered  hereby  will be passed  upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. Norman A. Bikales, a
member of the firm of  Sullivan &  Worcester  LLP owns  9,000  shares of Class A
Common  and  41,490  shares  of Class B Common  and  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.


                                      II-1

<PAGE>
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 Corporation 1995 Stock Option Plan...............     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

    99     Agreement Regarding American Tower Corporation Options.........      Filed herewith as Exhibit 99
</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:

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


                                      II-2

<PAGE>

     (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 8th day
of June, 1998.

                                       AMERICAN TOWER CORPORATION


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

     The undersigned  Officers and Directors of American Tower  Corporation (the
"Company")  hereby  severally  constitute  Joseph L. Winn,  Justin D. Benincasa,
Michael B. Milsom and Norman A. Bikales,  and each of them,  acting singly,  our
true and  lawful  attorneys  to sign for us and in our  names in the  capacities
indicated below the Company's Registration Statement on Form S-8 relating to the
registration of an aggregate of 1,252,364 shares of the Company's Class A Common
Stock,  $.01 par value issued or issuable  upon the exercise of options  granted
under the American  Tower  Corporation  1995 Stock Option Plan,  and any and all
amendments  and  supplements  thereto,  filed with the  Securities  and Exchange
Commission, for the purpose of registering such shares, under the Securities Act
of 1933, as amended,  granting unto each of said attorneys,  acting singly, full
power and authority to do and perform each and every act and thing  requisite or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming our
signatures to said  registration  statement signed by our said attorneys and all
else that said attorneys may lawfully do and cause to be done by virtue hereof.

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

    Signature                               Title                                  Date
    ---------                               -----                                  ----
<S>                                 <C>                                        <C>

/s/ Steven B. Dodge                  Chairman, President and                    June 8, 1998
Steven B. Dodge                      Chief Executive Officer

/s/ Justin D. Benincasa              Vice President and                         June 8, 1998
Justin D. Benincasa                  Corporate Controller
                                                                
/s/ Alan L. Box                      Executive Vice President and               June 8, 1998                                    
Alan L. Box                          Director

/s/ Arnold L. Chavkin                Director                                   June 8, 1998
Arnold L. Chavkin

/s/ J. Michael Gearon, Jr.           Executive Vice President and               June 8, 1998
J. Michael Gearon, Jr.               Director



                                                       II-4

<PAGE>
<CAPTION>

    Signature                               Title                                  Date
    ---------                               -----                                  ----
<S>                                 <C>                                        <C>
/s/ Thomas H. Stoner                 Director                                   June 8, 1998
Thomas H. Stoner

/s/ Fred R. Lummis                   Director                                   June 8, 1998
Fred R. Lummis

/s/ Randall Mays                     Director                                   June 8, 1998
Randall Mays

</TABLE>


                                      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>

     5     Opinion of Sullivan & Worcester LLP.............................     Filed herewith as Exhibit 5
   10.1    American Tower Corporation 1995 Stock Option Plan...............     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

    99     Agreement Regarding American Tower Corporation Options.........      Filed herewith as Exhibit 99
</TABLE>


                                      II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20083}]
{"company-data": {"conformed-name": "AMERICAN TOWER CORP /MA/", "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": "333-56331", "film-number": "98644199"}, "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 June 9, 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 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 Corporation 1995 Stock Option Plan
                            (Full title of the Plan)
                                                

                                 STEVEN B. DODGE
                           American Tower 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
Class A Common Stock, $.01 par value......   1,252,364    $0.519 to $2.465(2)   $2,862,500(2)           $845
Issuable upon exercise of outstanding
options under the American Tower
Corporation 1995 Stock Option Plan(1)
(1)  Options to purchase Common Stock under the American Tower Corporation  ("ATC") 1995 Stock Option Plan (the "Plan") were assumed
     by American Tower Corporation (formerly known as American Tower Systems Corporation, the
"Company"), pursuant to a certain Agreement and Plan of Merger (the "Merger Agreement") by and among the Company and ATC, dated
     as of December 12, 1997, and as amended on June 5, 1998.  Pursuant to such assumption,  the shares of ATC Common Stock issuable
     under the Plan were converted into the right to purchase shares of the Company's Class A Common Stock pursuant to a formula set
     forth in the Merger  Agreement.  Pursuant to the Merger  Agreement,  the Company  changed its name from American  Tower Systems
     Corporation to American Tower Corporation.

(2)  Pursuant to Rule 457(h) the  offering  price is  calculated  based upon the exercise  price with  respect to shares  subject to
     options currently outstanding.
AMERICAN TOWER 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  Corporation 1995 Stock
Option  Plan,  as amended (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  Prospectus from the  Registration  Statement on Form S-1
     (File No. 333-50111) as filed pursuant to Rule 424(b) on June 5, 1998;

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

     (c) The Company's  Form 8-Ks filed on May 1, 1998,  March 20, 1998 and June
     4, 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.

    None.

Item 5.  Interests of Named Experts and Counsel.

    The  validity  of the  shares  offered  hereby  will be passed  upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. Norman A. Bikales, a
member of the firm of  Sullivan &  Worcester  LLP owns  9,000  shares of Class A
Common  and  41,490  shares  of Class B Common  and  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.

                                      II-1
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 Corporation 1995 Stock Option Plan...............     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

    99     Agreement Regarding American Tower Corporation Options.........      Filed herewith as Exhibit 99
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-2
(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 8th day
of June, 1998.

                                       AMERICAN TOWER CORPORATION

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

     The undersigned  Officers and Directors of American Tower  Corporation (the
"Company")  hereby  severally  constitute  Joseph L. Winn,  Justin D. Benincasa,
Michael B. Milsom and Norman A. Bikales,  and each of them,  acting singly,  our
true and  lawful  attorneys  to sign for us and in our  names in the  capacities
indicated below the Company's Registration Statement on Form S-8 relating to the
registration of an aggregate of 1,252,364 shares of the Company's Class A Common
Stock,  $.01 par value issued or issuable  upon the exercise of options  granted
under the American  Tower  Corporation  1995 Stock Option Plan,  and any and all
amendments  and  supplements  thereto,  filed with the  Securities  and Exchange
Commission, for the purpose of registering such shares, under the Securities Act
of 1933, as amended,  granting unto each of said attorneys,  acting singly, full
power and authority to do and perform each and every act and thing  requisite or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming our
signatures to said  registration  statement signed by our said attorneys and all
else that said attorneys may lawfully do and cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
Signature                               Title                                  Date
    ---------                               -----                                  ----
/s/ Steven B. Dodge                  Chairman, President and                    June 8, 1998
Steven B. Dodge                      Chief Executive Officer

/s/ Justin D. Benincasa              Vice President and                         June 8, 1998
Justin D. Benincasa                  Corporate Controller
                                                                
/s/ Alan L. Box                      Executive Vice President and               June 8, 1998                                    
Alan L. Box                          Director

/s/ Arnold L. Chavkin                Director                                   June 8, 1998
Arnold L. Chavkin

/s/ J. Michael Gearon, Jr.           Executive Vice President and               June 8, 1998
J. Michael Gearon, Jr.               Director

                                                       II-4
Signature                               Title                                  Date
    ---------                               -----                                  ----
/s/ Thomas H. Stoner                 Director                                   June 8, 1998
Thomas H. Stoner

/s/ Fred R. Lummis                   Director                                   June 8, 1998
Fred R. Lummis

/s/ Randall Mays                     Director                                   June 8, 1998
Randall Mays
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 Corporation 1995 Stock Option Plan...............     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

    99     Agreement Regarding American Tower Corporation Options.........      Filed herewith as Exhibit 99
II-6