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):  July 9, 2001 (July 2, 2001)


                          AMERICAN TOWER CORPORATION
              (Exact Name of Registrant as Specified in Charter)


                                                                                
                Delaware                                 001-14195                    65-0723837
(State or Other Jurisdiction of Incorporation)    (Commission File Number)  (IRS Employer 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)

                                Not Applicable
         (Former name or former address, if changed since last report)


Item 2.  Acquisition or Disposition of Assets.

The following information serves to update the status of the ALLTEL transaction
as previously disclosed in Current Reports on Form 8-K filed by American Tower
Corporation (the "Company") on December 20, 2000, April 17, 2001 and June 11,
2001 and in a Quarterly Report on Form 10-Q filed by the Company on May 15,
2001.

On July 2, 2001, the Company closed on the sublease of 254 towers pursuant to
the agreement with ALLTEL. These towers were used by ALLTEL primarily in
connection with its business of providing consumer wireless services. The
Company plans to lease additional space on the towers to third parties. Total
consideration in connection with this closing was approximately $76.2 million in
cash. The amount of consideration and the terms of the agreement were based upon
arms' length negotiations between unaffiliated parties. There are no material
relationships between the Company, ALLTEL or any of their respective affiliates,
officers or directors. The Company financed the transaction through available
cash-on-hand, including proceeds from its equity and debt financings in January
2001.

For more information about the Company's agreement with ALLTEL, please see the
Company's Current Reports on Form 8-K filed on December 20, 2000, April 17, 2001
and June 11, 2001, the Company's Form 10-Q filed May 15, 2001 and the exhibits
incorporated by reference into this Current Report on Form 8-K.


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

(c)  Exhibits

The following exhibits included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000, as filed with the Securities and
Exchange Commission on April 2, 2001, are hereby incorporated by reference into
this Form 8-K.  The numbers assigned to the exhibits herein are the same as set
forth in the Form 10-K from which they are incorporated by reference.

Exhibit    Item
-------    ----
2.1        Lease and Sublease by and among ALLTEL Communications, Inc. and the
           other entities named therein and American Towers, Inc. and American
           Tower Corporation, dated    , 2000

2.2        Agreement to Sublease by and among ALLTEL Communications, Inc. the
           ALLTEL entities and American Towers, Inc. and American Tower
           Corporation, dated December 19, 2000

2.3        Build to Suit Agreement by and among ALLTEL Communications, Inc. the
           ALLTEL entities named therein, American Towers, Inc. and American
           Tower Corporation, dated December 19, 2000


                                   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:  July 9, 2001                       By: /s/ Justin D. Benincasa
                                              --------------------------
                                              Name:  Justin D. Benincasa
                                              Title: Senior Vice President and
                                                     Corporate Controller