



                     SECURITIES AND EXCHANGE COMMISSION 
       
                           Washington, D.C. 20549 
                              ________________ 
  
                                  FORM 8-A 
  
             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                 PURSUANT TO SECTION 12(B) OR 12(G) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
                              ________________ 
  
                         AMERICAN TELECASTING, INC. 
           (Exact name of registrant as specified in its charter) 
  
            Delaware                        54-1486988 
    (State of incorporation             (I.R.S. employer 
        or organization)               identification no.) 
  
                     5575 Tech Center Drive, Suite 300 
                         Colorado Springs, Colorado 
                  (Address of principal executive offices) 
  
                                   80919 
                                 (zip code) 
                              ________________ 
  
     Securities to be registered pursuant to Section 12(b) of the Act: 
  
                                    None 
                              (Title of class) 
  
     Securities to be registered pursuant to Section 12(g) of the Act: 
  
                                                  
                              Title of each class
                               to be registered
  
    Rights to Purchase Series A Junior Participating Preferred Stock
  


 ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. 
  
           On April 29, 1999 (the "Rights Dividend Declaration Date"), the
 Board of Directors of American Telecasting, Inc., a Delaware corporation
 (the "Company"), declared a dividend of one right (a "Right") for each
 outstanding share of Class A Common Stock, par value $.01 per share, of the
 Company (the "Common Stock").  The dividend is payable on May 10, 1999 (the
 "Record Date") to stockholders of record of shares of Common Stock at the
 close of business on the Record Date.  The Board of Directors of the
 Company also authorized the issuance of one Right for each share of Common
 Stock issued after the Record Date and prior to the earliest of the
 Distribution Date (as defined below), the redemption of the Rights and the
 expiration of the Rights.  Except as set forth below and subject to
 adjustment as provided in the Rights Agreement (as defined below), each
 Right entitles the registered holder thereof to purchase from the Company
 one one-hundredth of a share of Series A Junior Participating Preferred
 Stock (the "Preferred Stock") of the Company, at an exercise price of
 $27.00 per Right (the "Purchase Price").  The description and terms of the
 Rights are set forth in a rights agreement, dated as of April 30, 1999 (the
 "Rights Agreement"), between the Company and First Union National Bank, a
 national banking corporation, as rights agent (the "Rights Agent").  
  
           Initially, the Rights will not be exercisable, certificates will
 not be sent to stockholders and the Rights will automatically trade with
 the shares of Common Stock. 
  
           The Rights will separate from the Common Stock and a Distribution
 Date will occur upon the earliest of (i) the close of business on the tenth
 day following a public announcement that a person or group of affiliated or
 associated persons has acquired, or obtained the right to acquire,
 beneficial ownership of 15% or more of the outstanding Common Stock (the
 date of such announcement being the "Stock Acquisition Date" and the person
 or persons acquiring 15% or more of the outstanding Common Stock being an
 "Acquiring Person") or (ii) the close of business on the tenth business day
 (or such later date as the Board shall determine) following the
 commencement of a tender offer or exchange offer that would result in a
 person or group becoming an Acquiring Person.  In addition to other limited
 exceptions, each of (A) Sprint Corporation ("Sprint"), or DD Acquisition,
 Corp. ("Acquisition"), provided that their shares of Common Stock are
 acquired pursuant to the Agreement and Plan of Merger, dated as of April
 26, 1999 (as such agreement may be amended, the "Merger Agreement"), by and
 among the Company, Sprint and Acquisition, and (B) Donald R. DePriest
 (together with all of his affiliates and associates), are exempted from the
 definition of "Acquiring Person"; therefore, their acquisition of 15% or
 more of the outstanding Common Stock will not cause the effects described
 herein. 
  
           Until the Distribution Date, (i) the Rights will be evidenced by
 the Common Stock certificates and will be transferred with and only with
 such Common Stock certificates, (ii) Common Stock certificates issued after
 the Record Date will contain a notation incorporating the Rights Agreement
 by reference and (iii) the surrender for transfer of any certificates for
 shares of Common Stock outstanding will also constitute the transfer of the
 Rights associated with the Common Stock represented by such certificates.   
  
           The Rights are not exercisable until the Distribution Date and,
 unless earlier redeemed by the Company as described below, will expire at
 the earlier of the close of business on April 30, 2009 or the effective
 time of the merger of the Company with Acquisition pursuant to the Merger
 Agreement. 
  
           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  All shares
 of Common Stock issued prior to the Distribution Date will be issued with
 Rights.  Shares of Common Stock issued after the Distribution Date will be
 issued with Rights if such shares are issued pursuant to the exercise of
 stock options or under an employee benefit plan, or upon the conversion of
 securities issued after adoption of the Rights Agreement.  Except as
 otherwise determined by the Board of Directors, no other shares of Common
 Stock issued after the Distribution Date will be issued with Rights. 
  
           In the event that any Person at any time after the Rights
 Dividend Declaration Date shall become an Acquiring Person (except pursuant
 to an offer for all outstanding shares of Common Stock which the
 independent directors determine to be fair to and otherwise in the best
 interests of the Company and its shareholders), each holder of a Right will
 thereafter have the right to receive, upon exercise, Common Stock (or, in
 certain circumstances, cash, property or other securities of the Company)
 having a value equal to two times the Exercise Price of the Right.  The
 Exercise Price is the Purchase Price multiplied by the number of shares of
 Common Stock issuable upon exercise of a Right prior to any of the events
 described in this paragraph (initially, one).  Notwithstanding any of the
 foregoing, following the occurrence of any of the events set forth in this
 paragraph, all Rights that are, or (under certain circumstances specified
 in the Rights Agreement) were, beneficially owned by any Acquiring Person
 will be null and void.  However, Rights are not exercisable following the
 occurrence of any of the events set forth above until such time as the
 Rights are no longer redeemable by the Company as set forth below. 
  
           For example, at an exercise price of $27.00 per Right, each Right
 not owned by an Acquiring Person (or by certain related parties) following
 an event set forth in the preceding paragraph would entitle its holder to
 purchase $54.00 worth of Common Stock (or other consideration, as noted
 above) for $27.00.  Assuming that the Common Stock had a per share value of
 $2.70 at such time, the holder of each valid Right would be entitled to
 purchase 20 shares of Common Stock for $27.00. 
  
           In the event that, at any time following the Stock Acquisition
 Date, (i) the Company is acquired in a merger or other business combination
 transaction, (ii) any person merges with and into the Company and the
 Company shall be the surviving entity and in connection with the merger all
 or a part of the Company's common stock shall be changed into or exchanged
 for other securities, cash or other property, or (iii) 50% or more of the
 Company's assets or earning power is sold or transferred, each holder of a
 Right (except Rights which previously have been voided as set forth above)
 shall thereafter have the right to receive, upon exercise, common stock of
 the acquiring company having a value equal to two times the exercise price
 of the Right.  Clauses (i) and (ii) of the preceding sentence will not
 apply to a merger which follows an offer approved by the independent
 directors in the manner described in the second preceding paragraph.  The
 events set forth in this paragraph and in the second preceding paragraph
 are referred to as the "Triggering Events." 
  
           The Purchase Price payable, and the number of shares of Preferred
 Stock or other securities or property issuable, upon exercise of the Rights
 are subject to adjustment from time to time to prevent dilution (i) in the
 event of a stock dividend on, or a subdivision, combination or
 reclassification of, the Preferred Stock, (ii) if holders of the Preferred
 Stock are granted certain rights or warrants to subscribe for shares of
 Preferred Stock or convertible securities at less than the current market
 price of the Preferred Stock, or (iii) upon the distribution to holders of
 the Preferred Stock of evidences of indebtedness or assets (excluding
 regular quarterly cash dividends) or of subscription rights or warrants
 (other than those referred to above). 

           With certain exceptions, no adjustment in the Purchase Price will
 be required until cumulative adjustments amount to at least 1% of the
 Purchase Price.  No fractional shares of Common Stock will be issued and,
 in lieu thereof, an adjustment in cash will be made based on the market
 price of the Common Stock on the last trading date prior to the date of
 exercise. 
  
           At any time until ten days following the Stock Acquisition Date
 or the Final Expiration Date, the Company may redeem the Rights in whole,
 but not in part, at a price of $.01 per Right (payable, at the election of
 the Company, in cash, Common Stock or such other consideration as the Board
 of Directors may determine).  If the Board of Directors authorizes
 redemption of the Rights on or after the time a person becomes an Acquiring
 Person or on or after the date of a change in a majority of the directors
 in office at the commencement of a proxy or consent solicitation if it is
 determined that any person who is a participant in such solicitation
 intends to take, or may consider taking, any action which would result in
 such person becoming an Acquiring Person or which would cause the
 occurrence of a Triggering Event, then such redemption must be authorized
 by a majority of the Continuing Directors.  Continuing Directors are
 directors who are not Acquiring Persons or representatives, affiliates or
 associates of an Acquiring Person, and were members of the Board of
 Directors prior to the date of this Agreement, or recommended or approved
 by a majority of such persons and the persons whom they have recommended or
 approved.  In addition, at any time after any person becomes an Acquiring
 Person, at the election of the Board of Directors of the Company, the
 outstanding Rights (other than those beneficially owned by an Acquiring
 Person or an affiliate or associate of an Acquiring Person) may be
 exchanged, in whole or in part, for shares of Common Stock at an exchange
 ratio of one share of Common Stock per Right.  Immediately upon the action
 of the Board of Directors of the Company authorizing any such exchange, and
 without any further action or any notice, the Rights (other than Rights
 which are not subject to such exchange) will terminate and the Rights will
 only enable holders to receive the shares issuable upon such exchange. 
  
           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a shareholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to shareholders or to the
 Company, shareholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company as set forth above. 
  
           At any time prior to the Distribution Date, the Company may,
 without the approval of any holder of the Rights, supplement or amend any
 provision of the Rights Agreement.  Thereafter, the Rights Agreement may be
 amended only to cure ambiguities, to correct inconsistent provisions, to
 shorten or lengthen any time period thereunder (which lengthening or
 shortening may be subject to approval by a majority of the Continuing
 Directors) or in ways that do not adversely affect the Rights holders
 (other than an Acquiring Person).  From and after the Distribution Date,
 the Rights Agreement may not be amended to lengthen (A) a time period
 relating to when the Rights may be redeemed at such time as the Rights are
 not then redeemable, or (B) any other time period unless such lengthening
 is for the purpose of protecting, enhancing or clarifying the rights of,
 and/or the benefits to, the holders of Rights (other than an Acquiring
 Person). 
  
           As of April 26, 1999, there were 25,818,154 shares of Common Stock
 outstanding.  Each share of outstanding Common Stock on May 10, 1999 will
 have one Right attached thereto.  Until the Distribution Date, the Company
 will issue one Right with each share of Common Stock that shall become
 outstanding so that all such shares will have attached Rights.   
  
           The Rights have certain antitakeover effects.  The Rights will
 cause substantial dilution to a person or group that attempts to acquire
 the Company without conditioning the offer on a substantial number of
 Rights being acquired.  Accordingly, the existence of the Rights may deter
 certain acquirors from making takeover proposals or tender offers. 
 However, the Rights are not intended to prevent a takeover, but rather are
 designed to enhance the ability of the Board of Directors to negotiate with
 an acquiror on behalf of all of the shareholders.  In addition, the Rights
 should not interfere with a proxy contest. 
  
           The Rights Agreement between the Company and the Rights Agent
 specifying the terms of the Rights, which includes as Exhibit A the
 Certificate of Designations, Preferences and Rights of Series A Junior
 Participating Preferred Stock and as Exhibit B the Form of Rights
 Certificate, is attached hereto as an exhibit and incorporated herein by
 reference.  The foregoing description of the Rights does not purport to be
 complete and is qualified in its entirety by reference to such exhibit. 

 ITEM 2.   EXHIBITS. 
  
           1.   Rights Agreement, dated as of April 30, 1999, between
                American Telecasting, Inc. and First Union National Bank, as
                Rights Agent, which includes as Exhibit A the Certificate of
                Designations, Preferences and Rights of Series A Junior
                Participating Preferred Stock and as Exhibit B the Form of
                Rights Certificate.  
  

                                 SIGNATURE 
  
           Pursuant to the requirements of Section 12 of the Securities
 Exchange Act of 1934, the registrant has duly caused this registration
 statement to be signed on its behalf by the undersigned, thereto duly
 authorized. 
  
  
                            AMERICAN TELECASTING, INC. 
  
  
                            By: /s/  David K. Sentman
                                -------------------------
                                Name:  David K. Sentman 
                                Title: Senior Vice President and Chief  
                                       Financial Officer 
  
  
  
 Date:  May 3, 1999

                               EXHIBIT INDEX 
  
  
 Exhibit    Description
  
    1       Rights Agreement, dated as of April 30, 1999, between American 
            Telecasting, Inc. and First Union National Bank, as Rights Agent, 
            which includes as Exhibit A the Certificate of Designations, 
            Preferences and Rights of Series A Junior Participating Preferred
            Stock and as Exhibit B the Form of Rights Certificate.    
  

