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CORRESP
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SEC Correspondence

 April 18, 2007

 Ms. Kenya Wright Gumbs

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:
Crown Castle International Corp.

 Form 10-Q for the
Quarterly Period Ended September 30, 2006

 Filed: November 6, 2006

 File No. 001-16441

 Dear Ms. Wright Gumbs:

 As we discussed on our conference call on April 5, 2007, we are responding to Ms. Carol Stacey’s request to reiterate
certain prior disclosures and provide additional disclosure related to the matter we have been discussing. Attached are the additional disclosures which we propose to add in an amendment to our Form 10-K for the year ending December 31, 2006.

 We would welcome the opportunity to discuss our proposed additional disclosures with you at your earliest convenience.

 If you would like to discuss any of our responses to the comments or if you would like to discuss any other matters, please contact me at
(713) 570-3155. In my absence, please contact Ben Moreland, Executive Vice President and Chief Financial Officer at (713) 570-3083.

Sincerely,

/s/ E. Blake Hawk

E. Blake Hawk

Executive Vice President and General Counsel

Cc:
Robert S. Littlepage

 Enclosure

 (Insert into forepart of the Form 10-K for the year ended December 31, 2006, following the Table of Contents.)

 EXPLANATORY NOTE REGARDING AMENDMENT

 Crown Castle International Corp. (“Company”) is filing this amendment (“Amendment”) to its Annual Report on Form 10–K for the year ended December 31, 2006, initially filed with the SEC on February 28, 2007
(the “Original Filing”), to reiterate certain disclosures previously made in its quarterly reports on Form 10-Q for the periods ended June 30, 2006 and September 30, 2006 (“2006 10-Q’s”) and to provide additional
information with respect to its previously reported errors in accounting for equity-based compensation, as disclosed in the 2006 10-Q’s and in the Original Filing.

 Changes have been made to the following items to Part II in this Amendment as a result of the changes described above.

•

 “Item 6. Selected Financial Data;” see “Pro Forma Impact of Errors”

•

 “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations;” see “Review of Equity-Based
Compensation”

•

 “Item 8. Financial Statements and Supplementary Data;” see notes 1 and 12 to the consolidated financial statements

•

 “Item 9A. Controls and Procedures;” see “Consideration of Results of Review of Non-Cash Equity-Based Compensation and Related
Amendment”

 For ease of reference, this Amendment sets forth the Original Filing in its entirety. However, this
Amendment does not reflect events that have occurred after February 28, 2007, the filing date of the Original Filing, or modify or update the disclosures presented in the Original Filing, except to reflect the changes described above.
Accordingly, this Amendment should be read in conjunction with the Company’s Current Reports filed on Form 8–K subsequent to the filing date of the Original Filing. Any reference to facts and circumstances at a “current” date
refer to such facts and circumstances as of the filing date of the Original Filing.

 (Insert into Item 6 of the Form 10-K for the year ended December 31, 2006 after the Selected
Financial Data table.)

 Pro Forma Impact of Errors

 The financial information set forth below reiterates certain disclosures previously made in our 2006 10-Q’s and provides additional information related to the correction of errors in accounting for equity-based
compensation, as further discussed in the “Explanatory Note Regarding Amendment” in the forepart of this Amendment. This information should be read in conjunction with “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and notes 1 and 12 to the consolidated financial statements included in this Amendment.

 Before presenting the impact of the errors in non-cash equity-based compensation in selected financial data as of and for the years ended December 31, 1998, 1999 and 2000, it is appropriate to present the adjustments to the originally
reported financial data for those periods to reflect the impact of (i) our prior restatements to correct errors for non-cash items relating to our lease accounting, (ii) reporting CCUK on a discontinued operations basis, and
(iii) reclassifying non-cash compensation charges in accordance with Staff Accounting Bulletin No. 107 (“SAB 107”), which were previously reported by the Company in prior annual reports on Form 10-K, but for which the financial
data as of and for such years was not previously reported (see footnotes 1, 2 and 3 to Table 1 for additional information). The impact of the non-cash equity-based compensation errors are presented separately in Table 2.

 Table 1

As
Originally
Reported

Adjustments
for Prior
Restatements(1)

As
Restated

Reclassification
to Present
CCUK as
Discontinued
Operations(2)

Reclassification
to Present
Non-Cash
Compensation
in Accordance
with SAB107(3)

As Adjusted
for Prior
Restatements
and
Reclassifications

(In thousands of dollars, except per share amount)

 1998:

 Site rental revenues

$
75,028

$
(43
)

$
74,985

$
(52,487
)

$
—

$
22,498

 Site rental costs of operations

26,254

163

26,417

(20,137
)

—

6,280

 General and administrative

23,571

—

23,571

(2,418
)

9,907

31,060

 Non-cash compensation charges

12,758

—

12,758

(2,851
)

(9,907
)

—

 Depreciation, amortization and accretion expense

37,239

175

37,414

(20,318
)

—

17,096

 Operating income (loss)

(12,933
)

(381
)

(13,314
)

(8,096
)

—

(21,410
)

 Minority interests

(1,654
)

—

(1,654
)

1,654

—

—

 Net income (loss)

(37,775
)

(381
)

(38,156
)

—

—

(38,156
)

 Net income (loss) per common share – basic and diluted

(1.02
)

(0.01
)

(1.03
)

—

—

(1.03
)

 Property and equipment, net

592,594

(175
)

592,419

(427,389
)

—

165,030

 Total assets

1,523,320

(213
)

1,523,107

(887,938
)

—

635,169

 Total stockholders’ equity:

 Beginning of year

41,792

232

42,024

—

—

42,024

 End of year

737,562

(149
)

737,413

—

—

737,413

 1999:

 Site rental revenues

$
267,894

$
1,468

269,362

$
(171,981
)

—

$
97,381

 Site rental costs of operations

114,436

6,898

121,334

(77,434
)

$
—

43,900

 General and administrative

43,823

43,823

(5,625
)

1,404

39,602

 Non-cash compensation charges

2,173

—

2,173

(769
)

(1,404
)

—

 Depreciation, amortization and accretion expense

130,106

6,683

136,789

(63,597
)

—

73,192

 Operating income (loss)

1,861

(12,113
)

(10,252
)

(29,826
)

—

(40,078
)

 Minority interests

(2,756
)

2,094

(662
)

3,835

—

3,173

 Net income (loss)

(96,761
)

(10,019
)

(106,780
)

—

—

(106,780
)

 Net income (loss) per common share – basic and diluted

(0.96
)

(0.07
)

(1.03
)

—

—

(1.03
)

 Property and equipment, net

2,468,101

(6,858
)

2,461,243

(523,587
)

—

1,937,656

 Total assets

3,836,650

(5,428
)

3,831,222

(989,060
)

—

2,842,162

 Total stockholders’ equity

1,617,747

(10,167
)

1,607,580

—

—

1,607,580

 2000:

 Site rental revenues

$
261,495

$
(2,804
)

258,691

$
—

$
—

$
258,691

 Site rental costs of operations

125,683

(4,619
)

121,064

—

—

121,064

 General and administrative

68,872

—

68,872

—

2,153

71,025

 Non-cash compensation charges

2,153

—

2,153

—

(2,153
)

—

 Depreciation, amortization and accretion expense

192,868

6,553

199,421

—

—

199,421

 Operating income (loss)

(61,654
)

(4,738
)

(66,392
)

—

—

(66,392
)

 Minority interests

11,717

(480
)

11,237

—

—

11,237

 Net income (loss)

(237,337
)

(5,218
)

(242,555
)

—

—

(242,555
)

 Net income (loss) per common share – basic and diluted

(1.66
)

(0.03
)

(1.69
)

—

—

(1.69
)

 Property and equipment, net

3,720,027

(5,889
)

3,714,138

—

—

3,714,138

 Total assets

6,376,578

(12,926
)

6,363,652

—

—

6,363,652

 Total stockholders’ equity

2,376,937

(3,901
)

2,373,036

—

—

2,373,036

 (1)

 For the years ended December 31, 1998, 1999, and 2000, the information reflects the impact of our
prior restatements to correct errors for non-cash items relating to lease accounting disclosed in our annual reports on Form 10-K for the years ending December 31, 2004 and 2005. See explanatory notes at the beginning of those annual reports on
Form 10-K for additional information.

 (2)

 As indicated previously, we sold CCUK in 2004. For all periods presented, CCUK’s assets,
liabilities, results of operations and cash flows are classified as amounts from discontinued operations. The year ended December 31, 2000 and all subsequent affected years have previously been reported with CCUK on a discontinued operations
basis.

 (3)

 In accordance with the
provisions of SAB 107, we have reclassified non-cash compensation charges to the same lines within our consolidated statement of operations as cash compensation paid to employees for all years presented.

 3

Net Income (Loss) for the Years Ended
December 31,

1998

1999

2000

 As originally reported

$
(37,775
)

$
(96,761
)

$
(237,337
)

 (Increase) decrease to net income (loss):

 Adjustments to site rental revenues

(43
)

1,468

(2,804
)

 Adjustments to site rental costs of operations

(163
)

(6,898
)

4,619

 Adjustments to depreciation expense

(175
)

(6,683
)

(6,553
)

 Adjustments to minority interests

—

2,094

(480
)

 Total (increase) in net income (loss)

(381
)

(10,019
)

(5,218
)

 As restated for prior restatements on a continuing operations basis

$
(38,156
)

$
(106,780
)

$
(242,555
)

 Assuming the equity-based compensation errors had been corrected in the year the error originated
rather than through a non-cash offsetting cumulative effect adjustment, the adjustments to amounts presented in selected financial data are summarized as follows. The “As Currently Reported” column for each period gives effect to the items
discussed in footnotes l, 2 and 3 to Table 1, as reflected in either Table 1 or as previously reported in our prior filings. See note 1 to our consolidated financial statements included in Item 8 of this Amendment for presentation of the impact
of the errors on the years ended December 31, 2004 and 2005.

 Table 2

As
Currently
Reported

Non-Cash
Equity-Based
Compensation
Pro Forma
Adjustments

As
Adjusted,
on a Pro
Forma
Basis

(In thousands of dollars, except per share amounts)

 1998:

 General and administrative

$
31,060

$
45,822

$
76,882

 Operating income (loss)

(21,410
)

(45,822
)

(67,232
)

 Net income (loss)

(38,156
)

(45,822
)

(83,978
)

 Net income (loss) per common share – basic and diluted

(1.03
)

(1.07
)

(2.10
)

 1999:

 General and administrative

$
39,602

$
6,343

$
45,945

 Operating income (loss)

(40,078
)

(6,343
)

(46,421
)

 Net income (loss)

(106,780
)

(6,343
)

(113,123
)

 Net income (loss) per common share – basic and diluted

(1.03
)

(0.05
)

(1.08
)

 2000:

 General and administrative

$
71,025

$
18,475

$
89,500

 Operating income (loss)

(66,392
)

(18,475
)

(84,867
)

 Net income (loss)

(242,555
)

(18,475
)

(261,030
)

 Net income (loss) per common share – basic and diluted

(1.69
)

(0.10
)

(1.79
)

 2001:

 General and administrative(1)

$
94,662

$
7,392

$
102,054

 Operating income (loss)

(92,431
)

(7,392
)

(99,823
)

 Net income (loss)

(396,607
)

(7,392
)

(403,999
)

 Net income (loss) per common share – basic and diluted

(2.22
)

(0.03
)

(2.25
)

 2002:

 General and administrative(1)

$
86,086

$
2,850

$
88,936

 Operating income (loss)

(122,117
)

(2,850
)

(124,967
)

 Net income (loss)

(316,332
)

(2,850
)

(319,182
)

 Net income (loss) per common share – basic and diluted

(1.38
)

(0.01
)

(1.39
)

 2003:

 General and administrative(1)

$
95,155

$
5,431

$
100,586

 Operating income (loss)

(66,391
)

(5,431
)

(71,822
)

 Net income (loss)

(451,611
)

(5,431
)

(457,042
)

 Net income (loss) per common share – basic and diluted

(2.34
)

(0.03
)

(2.37
)

 (1)

 As currently reported amounts
are inclusive of stock-based compensation expense previously recognized of $9,907,000, $1,404,000. $2,153,000, $3,488,000, $3,488,000, and $13,986,000 for 1998, 1999, 2000, 2001, 2002 and 2003, respectively.

 4

Stockholders’
Equity as of
January 1,
2002

 As currently stated

$
2,287,712

 Non-cash equity-based compensation pro forma adjustments

—

 As adjusted, on a pro forma basis

$
2,287,712

 5

 (Insert at the beginning of Item 7 of the Form 10-K for the year ended December 31, 2006, prior to
General Overview.)

 Review of Equity-Based Compensation

 As discussed in the “Explanatory Note Regarding Amendment” in the forepart of this Amendment, the additional information included in this Amendment relates to the correction of errors in accounting
for equity-based compensation. We received a letter dated July 17, 2006, from the SEC stating that the SEC is conducting an informal inquiry into various accounting matters related to us, including whether grants of stock options may have been
backdated. The SEC’s letter states that it should not be construed as an indication by the SEC or its staff that any violations of law have occurred. We cooperated promptly and fully with the SEC as to such inquiry. In response to the letter,
we conducted a detailed review of our equity-based compensation practices, including a review of our underlying stock option and restricted stock grant documentation and procedures and related accounting. The following is a summary of the key
findings:

•

 We found no inappropriate actions related to the administration of our equity-based compensation plans.

•

 We discovered certain errors relating to stock options in our accounting for equity-based compensation. The errors do not involve any malfeasance or the concealment
of an unlawful transaction.

•

 The errors identified totaling approximately $84.0 million net cumulative increase to stock-based compensation expense (“$84.0 million Adjustment”) relate
to our accounting for stock options. We stopped granting stock options to executives in 2001 and to all employees in 2003. We recognized a nominal amount, $0.5 million, related to unvested stock options during 2006 and virtually all stock options
are fully vested as of December 31, 2006 (see note 12 to our consolidated financial statements included in Item 8). Beginning in 2003, we started to exclusively grant restricted stock awards. No errors were discovered related to our
accounting or administration of restricted stock awards.

•

 Approximately $70.6 million of the $84.0 million Adjustment relates to periods prior to January 1, 2001 and approximately $13.3 million relates to the periods
from January 1, 2001 to December 31, 2005. The $13.3 million includes the following amounts related to the historical consolidated statements of operations discussed in this “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations”: 2004 — $(0.7) million; 2005 — $(1.6) million.

•

 Approximately $45.7 million of the $84.0 million Adjustment, or approximately 55%, relates to the deemed modification of certain stock options as a result of
entering into severance agreements with certain former executives at the time of, and as disclosed in detail in our Form S-1 filed in connection with, our IPO in 1998. None of these deemed modifications involved any pricing or re-pricing errors for
any affected options.

•

 Approximately $5.4 million of the $84.0 million Adjustment relates to the deemed modification of certain stock options as a result of entering into severance
agreements in 1999 with two other executives, including one former executive, which agreements had terms similar to the severance agreements entered into at the time our IPO in 1998. None of these deemed modifications involved any pricing or
re-pricing errors for any affected options.

•

 An additional $7.8 million