8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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):  October 20, 2009

Crown Castle International Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware                   001-16441                       76-0470458

 (State or Other           (Commission File           (IRS Employer

Jurisdiction of                Number)                       Identification

Incorporation)                                                          Number)

1220 Augusta Drive

Suite 500

Houston, TX 77057

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (713) 570-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 20, 2009, the Company issued a press release updating its outlook for the third quarter of 2009. The October 20, 2009 press release is attached as Exhibit 99.1 to this Form 8-K.

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01 – OTHER EVENTS

On October 20, 2009, the Company issued a press release announcing that the Company commenced a registered public offering of $500 million of Senior Notes due 2019. The October 20 press release is attached as Exhibit 99.2 to this Form 8-K.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 20, 2009*
99.2	Press Release dated October 20, 2009

*As described in Item 2.02 of this Report, Exhibit 99.1 is furnished as part of this Current Report on Form 8-K.

SIGNATURES

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.

	CROWN CASTLE INTERNATIONAL CORP.
Date:  October 20, 2009	By:	/s/ W. Benjamin Moreland
		Name:  W. Benjamin Moreland
		Title:    President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 20, 2009
99.2	Press Release dated October 20, 2009

EX-99.1

Exhibit 99.1

	Contacts:	Jay Brown, CFO
		Fiona McKone, VP - Finance
		Crown Castle International Corp.
FOR IMMEDIATE RELEASE		713-570-3050

CROWN CASTLE INTERNATIONAL EXPECTS TO EXCEED 3RD

QUARTER OUTLOOK FOR SITE RENTAL REVENUE AND

ADJUSTED EBITDA

October 20, 2009 – HOUSTON, TEXAS – Crown Castle International Corp. (NYSE: CCI) announced today that it expects its site rental revenue and Adjusted EBITDA for the quarter ended September 30, 2009 to exceed the high-end of its outlook provided on July 29, 2009.  Crown Castle expects to report its third quarter 2009 results after market close on November 3, 2009.

The outlook provided above contains forward-looking statements that are based on Crown Castle management’s current expectations.  Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.  Important factors that could cause actual results to differ materially from the forward-looking statements set forth herein are included in Crown Castle’s filings with the Securities and Exchange Commission.

Crown Castle owns, operates, and leases towers and other communication structures for wireless communications.  Crown Castle offers significant wireless communications coverage to 91 of the top 100 US markets and to substantially all of the Australian population.  Crown Castle owns, operates and manages over 22,000 and approximately 1,600 wireless communication sites in the US and Australia, respectively.  For more information on Crown Castle, please visit http://www.crowncastle.com.

EX-99.2

Exhibit 99.2

	Contacts:	Jay Brown, CFO
		Fiona McKone, VP - Finance
		Crown Castle International Corp.
FOR IMMEDIATE RELEASE		713-570-3050

CROWN CASTLE INTERNATIONAL ANNOUNCES PROPOSED

OFFERING OF SENIOR NOTES

October 20, 2009 – HOUSTON, TEXAS – Crown Castle International Corp. (NYSE: CCI) announced today that it plans to commence a public offering of $500 million of senior notes.  The notes will be offered pursuant to an effective shelf registration filed with the Securities and Exchange Commission.  Crown Castle expects to use the net proceeds from the offering for general corporate purposes, which may include the repayment or repurchase of certain outstanding indebtedness of its subsidiaries.

The offering is being made solely by means of a prospectus supplement and accompanying prospectus.  A copy of the preliminary prospectus supplement and the accompanying prospectus may be obtained by contacting Barclays Capital Inc., c/o Broadridge Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717, by email at barclaysprospectus@broadridge.com, or by phone at 888-603-5847.  An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is also available on the SEC’s website, www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Crown Castle owns, operates, and leases towers and other communication structures for wireless communications.  Crown Castle offers significant wireless communications coverage to 91 of the top 100 US markets and to substantially all of the Australian population.  Crown Castle owns, operates and manages over 22,000 and approximately 1,600 wireless communication sites in the US and Australia, respectively.  For more information on Crown Castle, please visit http://www.crowncastle.com.

 News Release continued:  Page 2 of 2

Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on Crown Castle management’s current expectations.  Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.  More information about potential risk factors that could affect Crown Castle and its results is included in Crown Castle’s filings with the Securities and Exchange Commission.