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):  October 4, 2001
                                                         (October 2, 2001)


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


           Delaware                    001-14195               65-0723837
(State or Other Jurisdiction    (Commission File Number)      (IRS Employer
    of Incorporation)                                       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, June 11, 2001,
July 9, 2001 and September 14, 2001 and in Quarterly Reports on Form 10-Q filed
by the Company on May 15, 2001 and August 14, 2001.

On October 2, 2001, the Company closed on the sublease of 110 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 $33.0 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 and ALLTEL or any of their respective
affiliates, officers or directors. The Company financed the transaction through
available cash-on-hand.

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, June 11, 2001, July 9, 2001 and September 14, 2001, the Company's
Quarterly Reports on Form 10-Q filed May 15, 2001 and August 14, 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:  October 4, 2001                   By: /s/ Justin D. Benincasa
                                            ------------------------------
                                            Name:  Justin D. Benincasa
                                            Title: Senior Vice President and
                                                   Corporate Controller