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American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
February 11, 1999
BY FAX AND DIRECT (MODEM) TRANSMISSION
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Barry Summer, Esq.
Sean J. Klein, Esq.
Re: Withdrawal of Registration Statement (No. 333-71939)
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, please accept this
letter as a request for the Commission's consent to the withdrawal of the
registration statement on Form S-1, File No. 333-71939 (the "Registration
Statement"), of American Tower Corporation. American Tower requests that this
withdrawal be effective as of February 12, 1999. It is being requested because
the financial information contained in the Registration Statement will become
stale as of February 12, 1999 under Rule 3-12 of Regulation S-X. American Tower
intends to register the reoffer of securities by the selling stockholder, which
was the subject of the Registration Statement, on a Form S-3 registration
statement which it will be eligible to use after February 17, 1999.
Upon the grant of the Commission's consent hereto, please return a
dated copy of the order granting such withdrawal, which order shall state
"Withdrawn upon the request of the registrant, the Commission consenting
thereto," and which is to be placed in the file for the Registration Statement.
Please direct all inquiries to Norman A. Bikales of Sullivan &
Worcester LLP (counsel to American Tower) at 617-338-2854 or Adam L. Benjamin
617-338-2835 of that office.
Very truly yours
/s/ Justin D. Benincasa
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Justin D. Benincasa