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American Tower Corporation
3411 Richmond Avenue, Suite 400
Houston, Texas 77046-3401
(713) 693-0000
June 9, 1997
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Edwin C. Jean
Re: withdrawal of registration statement
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. 333-22983 (the "Registration
Statement"), of American Tower Corporation (the "Company"). The Company no
longer intends to pursue the initial public offering of its common stock, the
registration of which was contemplated by the Registration Statement.
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"Withdrawn upon the request of the registrant, the Commission consenting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.
Otherwise, please direct all inquiries to Mr. Jeff Cameron (of Vinson
& Elkins L.L.P., counsel to the Company) at 713/758-3681 or me, at the number
set forth above.
Sincerely,
/s/ MARTY L. JIMMERSON
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Marty L. Jimmerson
c: Keith Fullenweider
