SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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):
                      February 12, 1999 (February 9, 1999)

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




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





Item 5.  Other Events.

On  February  9,  1999,  American  Tower  Corporation  ("ATC" or the  "Company")
completed a public offering of 27,000,000  shares of Class A Common Stock,  $.01
par value per share (the "Class A Common  Stock")  (including  1,700,000  shares
sold by the  Company  pursuant  to the  exercise  in  full of the  underwriters'
over-allotment option) at $25.00 per share. Certain selling stockholders sold an
additional  1,300,000  shares in the offering.  Credit  Suisse First Boston,  BT
Alex. Brown, Lehman Brothers,  Morgan Stanley Dean Witter, Salomon Smith Barney,
Bear,  Stearns  & Co.  Inc.,  Merrill  Lynch & Co.  and  NationsBanc  Montgomery
Securities  LLC were the  underwriters  of the  Class A  Common  Stock.  The net
proceeds  to the  Company  were $619.3  million.  The  Company  will use the net
proceeds  from the  offering  to finance  construction  activities,  pending and
future acquisitions, and general working capital purposes. For more information,
see the ATC press release,  dated February 10, 1999, which is attached  herewith
as Exhibit 99.1

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

      (c) Exhibits.

         Exhibit 1.1  - Underwriting  Agreement,  dated as of  February  3,
                        1999,  by and among ATC and the  Representatives  of the
                        Underwriters.*

         Exhibit 99.1 - Press Release of ATC, dated February 10, 1999.


         * Filed  as  Exhibit  1.1 to  Amendment  No.  1 to  ATC's  Registration
Statement on Form S-1 filed on February 3, 1998 (File No. 333-70881).









                                   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: February 12, 1999                    By: /s/ Justin D. Benincasa
                                              Name: Justin D. Benincasa
                                              Title: Vice President and 
                                                     Corporate Controller