SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)
                     December 20, 2000 (December 19, 2000)


                           American Tower Corporation
                (Exact Name of Registrant as Specified in Charter)

         Delaware                   001-14195                   65-0723837
(State or Other Jurisdiction      (Commission                 (IRS Employer
    of Incorporation)               File Number)            Identification No.)


        116 Huntington Avenue
        Boston, Massachusetts                                    02116
(Address of Principal Executive Offices)                      (Zip Code)


Registrant's telephone number, including area code: (617) 375-7500





Item 5.  Other Events.

On December 20, 2000,  American Tower Corporation (the "Company") issued a press
release  with  respect to the  signing of a  definitive  agreement  with  ALLTEL
Corporation  to acquire  the  rights to 2,193  communications  towers  through a
15-year agreement to sublease.  The title, the first,  second,  third and fourth
paragraphs,  and the last two  paragraphs,  including  the  paragraph  regarding
forward  looking  statements,  of that press  release,  which appears as part of
Exhibit 99.1, are filed and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

The following Exhibit is filed or furnished as part of this Report to the extent
described in Items 5 and 9.

Exhibit No.    Item
- -----------    ----
99.1           Press release, dated as of December 20, 2000 relating to the
               signing of a definitive agreement with ALLTEL Corporation.

Item 9.  Regulation FD Disclosure.

The fifth,  sixth and seventh  paragraphs,  the sections  entitled  "Key Facts,"
"Financial  Summary,"  "ALLTEL  Transaction  Impact on 2001," and "2001  Company
Outlook," and the fifth,  fourth and third  paragraphs from the end of the press
release,  which appears as part of Exhibit 99.1, are not filed but are furnished
pursuant to Regulation FD.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      AMERICAN TOWER CORPORATION
                                                   (Registrant)

Date:  December 20, 2000              By: /s/ Justin Benincasa
                                               Name:  Justin Benincasa
                                               Title:  Senior Vice President and
                                                        Corporate Controller