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):
                        May 1, 1998 (April 30, 1998)

             (Exact name of registrant as specified in its charter)

       Delaware                         333-46025            65-0598206
(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 April 30, 1998,  American  Tower Systems  Corporation  issued the press
release attached herewith as Exhibit 99.

Item 7.  Exhibits

         Press Release, dated April 30, 1998.......................  Exhibit 99



      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 SYSTEMS

Date: May 1, 1998                   By: /s/ Justin D. Benincasa
                                           Name: Justin D. Benincasa
                                           Title: Vice President and 
                                                    Corporate Controller


                                                                      EXHIBIT 99

  American Tower Announces Financing Plans For Revised CBS Merger Tax Liability

BOSTON--April  30,  1998--American  Tower Systems  Corporation,  a subsidiary of
American Radio Systems  Corporation,  announced  today that it intends to file a
registration  statement with the  Securities and Exchange  Commission to provide
for a  public  offering  of  shares  of Class A Common  Stock.  Proceeds  of the
offering will be used to finance its tax  indemnification  and other liabilities
to CBS  Corporation  that occur as a consequence of the merger of a wholly-owned
subsidiary of CBS into American  Radio and the separation of American Tower from
American  Radio  pursuant to the CBS Merger.  The public  offering would be made
only by means of a prospectus forming a part of such registration statement. Any
public offering would be subject to market conditions and other factors.

         In the event payment of its  obligation to CBS is required prior to the
consummation of a public offering, American Tower intends to raise the necessary
funds through privately  financed senior securities and, to the extent required,
bank  borrowings.  American Tower is actively  negotiating a commitment for such
senior securities  which, if issued,  American Tower presently intends to redeem
out of the public offering proceeds.

         American Tower is obligated,  among other things, to reimburse CBS on a
"grossed  up" basis for the tax  liabilities  to be incurred  by American  Radio
attributable  to the  distribution  of the  American  Tower  common stock to the
American  Radio security  holders and certain  related  transactions,  including
without   limitation  any  closing  date  balance  sheet  and  working   capital
adjustments.  In light of the significant  increase in the trading levels of the
American Tower Class A Common Stock, it has been agreed that American Radio will
treat the  distribution  on its tax  return on a more  conservative  basis  than
originally  contemplated  in order  to  avoid  the  possibility  of  significant
interest and penalties.


Page 2

         The closing  price at which the  American  Tower  Class A Common  Stock
traded on a "when-issued" basis in the over the counter market on April 30, 1998
was $23.00 per share. Assuming the "fair market value" of American Radio's stock
interest  in  American  Tower at the time of the  separation  were equal to such
price (and no closing date balance sheet and working  capital  adjustments  were
required),  the  total  estimated  tax  reimbursement  American  Tower  would be
required  to make would be  between  $315.0 and  $345.0  million,  depending  on
applicable  state tax  rates.  The tax  reimbursement  would  change by  between
approximately  $20.5 and $22.5 million,  again depending on applicable state tax
rates,  for each $1.00 change in the "fair market  value" of the American  Tower
common stock under the tax reporting position to be followed.

         American  Radio has agreed that it will pursue,  for the benefit and at
the cost of  American  Tower,  a refund  claim,  attributable  to the "gross up"
provision,  estimated at approximately $90.0 million,  based on the market price
set forth  above.  In light of existing  tax law,  there can,  of course,  be no
assurance that any such refund claim will be successful.

         As a result of an increase in the tax bases of American  Tower's assets
of approximately  $330.0 million in connection with certain transactions entered
into by American Tower in  contemplation of the separation of American Tower and
American Radio, American Tower will have potential depreciation and amortization
deductions  over the next 15 years of  approximately  $22.0 million per year and
expects  to record a  deferred  tax asset of  approximately  $125.0  million  to
reflect this.

         Steven B. Dodge,  Chairman of the Board,  President and Chief Executive
Officer of American  Radio and American  Tower said that,  "While it is normally
very  satisfying  to see the  stock of a company  for which you are  responsible
trade up, in this case the cost to American Tower of the sharp rise in its stock
in the "when-issued"  market is potentially quite substantial.  While the actual
tax  liability  may not be known for an extended  period of time, it will in any
event be very large."

         The estimates  described above are based on a number of assumptions and
interpretations  of  various  applicable  income  tax rules and are  subject  to

         Consummation  of the CBS Merger is conditioned  on, among other things,
approval of the Federal Communications Commission. Subject to such FCC approval,
the CBS Merger is expected  to occur this  Spring.  American  Tower is a leading
independent  owner and operator of wireless  communications  sites in the United
States,  and,  giving effect to pending  acquisitions,  operates more than 1,750
towers in 44 states and the District of Columbia.



               116 Huntington Avenue, Boston, Massachusetts 02116
                       (617) 375-7500 FAX (617) 375-7575