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                                                                    EXHIBIT 10.1

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


         This First Amendment to Employment Agreement (the "Amendment") is made
as of the ____ day of __________, 1999, by and between American Telecasting,
Inc., a Delaware corporation (the "Company"), and Robert D. Hostetler
("Employee").

         WHEREAS, the Company and the Employee have entered into an Employment
Agreement dated as of the 1st day of July, 1998 (the "Employment Agreement");
and

         WHEREAS, the Company and the Employee wish to extend the term of the
Employment Agreement.

         NOW, THEREFORE, in consideration of the premises and mutual promises
set forth herein, the sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:

         1. Section 2 of the Employment Agreement is hereby amended in its
entirety to read as follows:

                  2. Term of Agreement. The employment hereunder shall be for
                  the period which shall commence on July 1, 1998 (the
                  "Effective Date") and shall continue, unless earlier
                  terminated in accordance with the terms of Paragraph 4, until
                  the Expiration Date (the "Term of Employment"). The Expiration
                  Date shall be February 28, 2001, subject to annual extensions
                  as provided below. The Expiration Date shall be automatically
                  extended for additional one year periods unless, at least one
                  year before the then-effective Expiration Date, either the
                  Company or the Employee provides written notice to the other
                  that it intends to terminate this Agreement on the
                  then-effective Expiration Date.

         2. Except as set forth herein, the Employment Agreement remains in full
force and effect.

         IN WITNESS WHEREOF, the parties hereto have properly and duly executed
this Amendment as of the date first written above.


AMERICAN TELECASTING, INC.                  EMPLOYEE


By:
    ---------------------------             -----------------------------
    Richard F. Seney                        Robert D. Hostetler
    Vice Chairman


