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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A
                             --------------------

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                        PURSUANT TO SECTION 12(b) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             --------------------

                           ATLANTIC TELE-NETWORK, INC.

             (Exact name of registrant as specified in its charter)

         Delaware                                              47-072886
 (State of incorporation                                   (I.R.S. Employer
    or organization)                                     Identification No.)

                             Chase Financial Center
                                  P.O. Box 1730
                      St. Croix, U.S. Virgin Islands 00821
                    (Address of principal executive offices)

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          SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

                                                       
     Title of each class                    Name of each exchange on
     to be so registered               which each class is to be registered
- - -------------------------------       ------------------------------- 
 Common Stock, par value $0.01 per share    American Stock Exchange           

                     

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 Securities to be  registered  pursuant to Section 12(g)of the Act:

                                   None
                            (Title of Class)
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Item 1.  Description of Registrant's Securities to be Registered.

       For a  description  of the shares of common  stock,  par value
$0.01 per  share,  of  Atlantic  Tele-Network,  Inc.  (the  "Registrant")  
being registered  hereunder,  as  required  by  Item  202 of  Regulation  S-K,
and in accordance with the Instruction to Item 1 of Form 8-A, see the section 
entitled "Capital  Stock" in the Prospectus of the  Registrant  filed with the
Securities and  Exchange  Commission  on  November  14,  1991 as  part of the  
Registrant's Registration Statement on Form S-1, No. 33-43012,  which section 
is incorporated here by reference.

Item 2.  Exhibits.

    1.       The Registrant's Annual Report on Form 10-K and amended by 
             Form 10-K/A for the fiscal year ended December 31, 1995.

    2.       The Registrant's  Quarterly  Reports on Form 10-Q for
             the quarters ended March 31, 1996,  June 30, 1996 and
             September 30, 1996 and the Current Report on Form 8-K
             dated February 16, 1996.

    3.       None.

    4.       The Registrant's By-Laws and Amended and Restated 
             Certificate of Incorporation.

    5.       Specimen Stock Certificate of Registrant.

    6.       None.






                                    SIGNATURE

       Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereto duly 
authorized.

                                                ATLANTIC TELE-NETWORK, INC.



                                                /s/ Craig A. Knock
                                             --------------------------------
                                               By:     Craig A. Knock
                                               Title:  Chief Financial Officer
                                                       and Vice President


Dated  March 21, 1997