content: <PAGE>   1
  As filed with the Securities and Exchange Commission on June 6, 1996
                                                             Registration No. 333-
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC  20549
  
                            -------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                            -------------------------
  
                             AMERICAN TELECASTING, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
  
  
             DELAWARE                                           54-1486988
  (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                               Identification No.)
                                     
  
  
                         5575 TECH CENTER DRIVE, SUITE 300
                             COLORADO SPRINGS, CO 80919
                      (Address of Principal Executive Offices)
  
  
  
                       1990 STOCK OPTION PROGRAM, AS AMENDED
  
                              (Full Title of the Plan)
  
  
  
            ROBERT D. HOSTETLER                              Telephone number,
   PRESIDENT AND CHIEF EXECUTIVE OFFICER                     including area code
     5575 TECH CENTER DRIVE, SUITE 300                       of agent for service:
        COLORADO SPRINGS, CO 80919                             (719)  260-5533
  (Name and Address of Agent For Service) 
  
  ================================================================================
  
                         CALCULATION  OF  REGISTRATION  FEE
  
  <TABLE>
  <CAPTION>                                                         Proposed       Proposed
       Title of                                                     Maximum         Maximum
      Securities                                   Amount           Offering       Aggregate       Amount of
        to be                                      to be             Price         Offering       Registration
      Registered                                 Registered        Per Share         Price            Fee
                                                                                                                           
  - ------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>                  <C>            <C>                <C>
  Class A Common Stock, par value
    $0.01 per share                           400,000 Shares(1)    $14.125(2)     $5,650,000         $1,949
  </TABLE>
  ================================================================================
  
  
  1        An undetermined number of additional shares may be issued if the
           anti-dilution adjustment provisions of the plan become operative.
  
  2        Estimated solely for the purpose of computing the registration fee,
           pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based
           upon the last reported sale price of the Class A Common Stock as 
           reported on Nasdaq on May 31, 1996.
  <PAGE>   2
  
  
  
  
           The contents of the Registration Statement on Form S-8 (Registration
  No. 33-86010) filed by American Telecasting, Inc. (the "Company") with the
  Securities and Exchange Commission on November 4, 1994 to register common stock
  to be issued pursuant to the Company's 1990 Stock Option Program, As Amended
  (the "Stock Option Plan") are hereby incorporated herein by reference.  This
  Registration Statement is being filed to increase the number of shares
  registered pursuant to the Stock Option Plan by 400,000 shares.
  <PAGE>   3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
     registrant certifies that it has reasonable grounds to believe that it meets
     all the requirements for filing on Form S-8 and has duly caused this
     registration statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Colorado Springs, State of
     Colorado, on June 5, 1996.
                                       
                                       AMERICAN TELECASTING, INC.
  
  
                                       By: /s/ ROBERT D. HOSTETLER               
                                           -------------------------------       
                                             Robert D. Hostetler                 
                                             President and Chief Executive Officer
  
  
           Each person whose signature appears below constitutes and appoints
  Donald R. DePriest, Robert D. Hostetler and Richard F. Seney and each of them,
  his true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities (including his capacity as a director and/or officer of
  American Telecasting, Inc.) to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with all exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto each said attorneys-in-fact
  and agents, and each of them, full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or any of them, or their or his substitute or substitutes, may lawfully
  do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons on June 5, 1996
  in the capacities indicated.
  
  <TABLE>
  <CAPTION>
     SIGNATURE                                                        TITLE
     ---------                                                        -----
  <S>                                                       <C>
  /s/ DONALD R. DEPRIEST                                    Chairman of the Board and Director
  - --------------------------------------                                                      
       Donald R. DePriest
  
  /s/ ROBERT D. HOSTETLER                                   President, Chief Executive Officer and Director
  - --------------------------------------                    (principal executive officer)                  
      Robert D. Hostetler                                                                 
  
  
  /s/ RICHARD F. SENEY                                      Vice Chairman of the Board, Secretary and Director
  - --------------------------------------                                                                      
      Richard F. Seney
  
  
  /s/ DAVID K. SENTMAN                                      Senior Vice President, Chief Financial Officer
  - --------------------------------------                    and Treasurer (principal financial officer)   
       David K. Sentman                                                                                
  
  
  /s/ JOHN R. HAGER                                         Controller (principal accounting officer)
  - --------------------------------------                                                             
       John R. Hager
  
  
  /s/ WILLIAM J. BLAKE                                      Director
  - -------------------------------------- 
         William J. Blake
  
  
  /s/ MITCHELL R. HAUSER                                    Director
  - --------------------------------------                            
       Mitchell R. Hauser
  
  
  /s/ JAMES S. QUARFORTH                                    Director
  - --------------------------------------                            
       James S. Quarforth
  
  /s/ CARL A. ROSBERG                                       Director
  - --------------------------------------                            
       Carl A. Rosberg
  </TABLE>
  <PAGE>   4
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit Number                                         Description
  - --------------                                         -----------
  <S>                                 <C>                                                               
  5.1                                 Opinion (including consent) of McDermott, Will & Emery as to the  
                                      legality of the securities being offered.                         
                                                                                                        
  23.1                                Consent of Independent Auditors.                                  
                                                                                                        
  23.2                                Consent of McDermott, Will & Emery (included  in Exhibit 5.1).    
                                                                                                        
  24.1                                Power of Attorney (included on signature page).                   
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 9332}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN TELECASTING INC/DE/", "cik": "0000913271", "assigned-sic": "4841", "irs-number": "541486988", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05385", "film-number": "96577760"}, "business-address": {"street1": "5575 TECH CENTER DR", "street2": "STE 300", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80919", "phone": "7192605533"}, "mail-address": {"street1": "5575 TECH CENTER DRIVE", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80919"}}
text: 1
  As filed with the Securities and Exchange Commission on June 6, 1996
                                                             Registration No. 333-
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC  20549
  
                            -------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                            -------------------------
  
                             AMERICAN TELECASTING, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
             DELAWARE                                           54-1486988
  (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                               Identification No.)
                                     
  
                         5575 TECH CENTER DRIVE, SUITE 300
                             COLORADO SPRINGS, CO 80919
                      (Address of Principal Executive Offices)
  
                       1990 STOCK OPTION PROGRAM, AS AMENDED
  
                              (Full Title of the Plan)
  
            ROBERT D. HOSTETLER                              Telephone number,
   PRESIDENT AND CHIEF EXECUTIVE OFFICER                     including area code
     5575 TECH CENTER DRIVE, SUITE 300                       of agent for service:
        COLORADO SPRINGS, CO 80919                             (719)  260-5533
  (Name and Address of Agent For Service) 
  
  ================================================================================
  
                         CALCULATION  OF  REGISTRATION  FEE
  Proposed       Proposed
       Title of                                                     Maximum         Maximum
      Securities                                   Amount           Offering       Aggregate       Amount of
        to be                                      to be             Price         Offering       Registration
      Registered                                 Registered        Per Share         Price            Fee
                                                                                                                           
  - ------------------------------------------------------------------------------------------------------------------
  Class A Common Stock, par value
    $0.01 per share                           400,000 Shares(1)    $14.125(2)     $5,650,000         $1,949
  ================================================================================
  
  1        An undetermined number of additional shares may be issued if the
           anti-dilution adjustment provisions of the plan become operative.
  
  2        Estimated solely for the purpose of computing the registration fee,
           pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based
           upon the last reported sale price of the Class A Common Stock as 
           reported on Nasdaq on May 31, 1996.
  2
  
           The contents of the Registration Statement on Form S-8 (Registration
  No. 33-86010) filed by American Telecasting, Inc. (the "Company") with the
  Securities and Exchange Commission on November 4, 1994 to register common stock
  to be issued pursuant to the Company's 1990 Stock Option Program, As Amended
  (the "Stock Option Plan") are hereby incorporated herein by reference.  This
  Registration Statement is being filed to increase the number of shares
  registered pursuant to the Stock Option Plan by 400,000 shares.
  3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
     registrant certifies that it has reasonable grounds to believe that it meets
     all the requirements for filing on Form S-8 and has duly caused this
     registration statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Colorado Springs, State of
     Colorado, on June 5, 1996.
                                       
                                       AMERICAN TELECASTING, INC.
  
                                       By: /s/ ROBERT D. HOSTETLER               
                                           -------------------------------       
                                             Robert D. Hostetler                 
                                             President and Chief Executive Officer
  
           Each person whose signature appears below constitutes and appoints
  Donald R. DePriest, Robert D. Hostetler and Richard F. Seney and each of them,
  his true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities (including his capacity as a director and/or officer of
  American Telecasting, Inc.) to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with all exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto each said attorneys-in-fact
  and agents, and each of them, full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or any of them, or their or his substitute or substitutes, may lawfully
  do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons on June 5, 1996
  in the capacities indicated.
  SIGNATURE                                                        TITLE
     ---------                                                        -----
  /s/ DONALD R. DEPRIEST                                    Chairman of the Board and Director
  - --------------------------------------                                                      
       Donald R. DePriest
  
  /s/ ROBERT D. HOSTETLER                                   President, Chief Executive Officer and Director
  - --------------------------------------                    (principal executive officer)                  
      Robert D. Hostetler                                                                 
  
  /s/ RICHARD F. SENEY                                      Vice Chairman of the Board, Secretary and Director
  - --------------------------------------                                                                      
      Richard F. Seney
  
  /s/ DAVID K. SENTMAN                                      Senior Vice President, Chief Financial Officer
  - --------------------------------------                    and Treasurer (principal financial officer)   
       David K. Sentman                                                                                
  
  /s/ JOHN R. HAGER                                         Controller (principal accounting officer)
  - --------------------------------------                                                             
       John R. Hager
  
  /s/ WILLIAM J. BLAKE                                      Director
  - -------------------------------------- 
         William J. Blake
  
  /s/ MITCHELL R. HAUSER                                    Director
  - --------------------------------------                            
       Mitchell R. Hauser
  
  /s/ JAMES S. QUARFORTH                                    Director
  - --------------------------------------                            
       James S. Quarforth
  
  /s/ CARL A. ROSBERG                                       Director
  - --------------------------------------                            
       Carl A. Rosberg
  4
                                   EXHIBIT INDEX
  Exhibit Number                                         Description
  - --------------                                         -----------
  5.1                                 Opinion (including consent) of McDermott, Will & Emery as to the  
                                      legality of the securities being offered.                         
                                                                                                        
  23.1                                Consent of Independent Auditors.                                  
                                                                                                        
  23.2                                Consent of McDermott, Will & Emery (included  in Exhibit 5.1).    
                                                                                                        
  24.1                                Power of Attorney (included on signature page).