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March 4, 2024

Christina Chalk, Senior Special Counsel

Shane Callaghan, Special Counsel

Division of Corporation Finance

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Boots Parallel 1, LP

Crown Castle Inc. (the “Company”)

DFAN14A Filed February 28, 2024 (the “DFAN14A”)

Filed by Boots Parallel 1, LP
et. al. (“Boots”)

File No. 001-16441

Dear Ms. Chalk and Mr. Callaghan:

I am writing on behalf of
Boots in response to the comments of the staff (the “Staff”) of the Office of Mergers and Acquisitions of the Securities and
Exchange Commission (the “Commission”) set forth in the letter dated February 29, 2024 (the “Comment Letter”).

We appreciate the opportunity
to respond to the Comment Letter. For your convenience, the comment of the Staff is set forth below in italics, followed by the corresponding
response. Capitalized terms used but not defined herein have the meaning ascribed to such terms in the DFAN14A.

Stephen Fraidin    Tel 212.504.6600    Mob 646.415.2333    Stephen.Fraidin@cwt.com

    March 4, 2024

Press Release Dated February 28, 2024

 1. We note your assertion that the cooperation agreement “does not require Elliott to retain equity
ownership in the Company” and Elliott is not “required to maintain an equity ownership position in the Company.” However,
Section 6 of the cooperation agreement requires Elliott to maintain a net long position of at least 1.0% in the Company’s outstanding
common stock. Please revise by issuing corrective disclosure in a new press release, or advise.

Boots respectfully acknowledges
the Staff’s comment and notes to the Staff its belief that the statement included in the DFAN14A, which states, “Elliott received
substantial governance rights without the customary provision that it be required to maintain an equity ownership position in the Company”
is accurate for the reasons set forth below.

No Requirement to
Retain Equity Ownership

Section 6(b) of the
Cooperation Agreement (the “Cooperation Agreement”) between the Company and Elliott Investment Management L.P., Elliott Associates,
L.P. and Elliott International, L.P. (collectively, “Elliott”) defines “Minimum Ownership Threshold” as “beneficially
own[ing] a ‘net long position’ of, or hav[ing] aggregate net long economic exposure to, at least 1.0% of the Company’s
outstanding common stock” (emphasis added). The boldfaced language makes it clear that this definition does not require beneficial
ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)) of any shares of the Company’s
common stock and instead permits Elliott to satisfy the threshold through beneficial ownership, derivatives or a combination thereof.

Rule 13d-3(a) under
the Exchange Act states that “a beneficial owner of a security includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (1) voting power which includes the power to vote, or to direct
the voting of, such security; and/or, (2) investment power which includes the power to dispose, or to direct the disposition of, such
security.” Beneficial ownership does not apply to the “aggregate net long economic exposure” portion of the definition
of Minimum Ownership Threshold in the Cooperation Agreement. We believe that ownership of derivatives is not equity ownership of a company.
For example, ownership of cash-settled, properly structured, derivatives would not be included in determining whether a person exceeded
the 5% ownership threshold that would require it to file a Schedule 13D or 13G, even though such derivatives would be reportable under
Item 6 of Schedule 13D (see Release Nos. 33-11253; 34-98704 (October. 10, 2023)1).
Accordingly, it is Boots’ view that the Cooperation Agreement does not require Elliott to have equity ownership of even one share
of the Company’s common stock, at any time.

1
https://www.sec.gov/files/rules/final/2023/33-11253.pdf

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    March 4, 2024

Notably, Elliott disclosed
that, as of December 31, 2023, it held shares worth $141 million (see Elliott’s Form 13F-HR filed on February 14, 20242),
a small fraction of the $2 billion stake it claimed to hold before the Cooperation Agreement was entered into (see Elliott’s press
release dated November 27, 20233). An unnamed
source at Elliott told the press that Elliott “structure[d]” its position “using a mix of stock and derivatives, which
are not fully reported out on regulatory filings.”4
Elliott declined to specify its current holdings. Indeed, we do not know whether Elliott is now the beneficial owner of
any shares of the Company’s common stock – that fact has remained undisclosed.

No Requirement to
Maintain Equity Ownership

Moreover, the principle
governance benefits granted to Elliott under the Cooperation Agreement are not contingent on Elliott maintaining the Minimum Ownership
Threshold.

Section 6(c) of the
Cooperation Agreement provides only that the Company’s obligations under paragraphs 1 through 6 of the Cooperation Agreement
terminate if Elliott ceases to satisfy the Minimum Ownership Threshold. The Minimum Ownership Threshold, therefore, does not apply to
the Company's obligation, set forth in Section 8 of the Cooperation Agreement, to “recommend that the Company’s shareholders
vote in favor of the election of each of the Board’s nominees, solicit proxies for each of the Board’s nominees, and cause
all Company common stock represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor
of each of the Board’s nominees (in each case, including each of the New Directors).” In this regard, the Company has already
identified the New Directors as directors to be nominated by the Company at the Company’s 2024 annual meeting of stockholders (see
the Company’s filing on Form DEFA14A filed on February 14, 20245).

2
https://www.sec.gov/Archives/edgar/data/1791786/000101359424000185/xslForm13F_X02/informationtable.xml

3
Available at https://www.prnewswire.com/news-releases/elliott-sends-letter-to-the-board-of-crown-castle-inc-301997894.html

4
See Crown Castle co-founder launches proxy fight after Elliott rejection, an article reported by Rohan Goswami of
CNBC on February 20, 2024, available at https://www.cnbc.com/2024/02/20/crown-castle-cofounder-launches-proxy-fight-challenges-elliott-agreement.html

5
https://www.sec.gov/Archives/edgar/data/1051470/000095014224000407/eh240448549_defa14a.htm

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    March 4, 2024

In addition, satisfaction
of the Minimum Ownership Threshold is not required to maintain governance changes the Company already has implemented pursuant to paragraphs
1 through 6 of the Cooperation Agreement. For example, both of the New Directors have been appointed to the Board and the Fiber Review
Committee, and the New Investor Director has been appointed to the Chief Executive Officer Search Committee (in each case, as defined
in the Cooperation Agreement) (see the Company’s periodic filing on Form 8-K filed on January 8, 20246).
There is no obligation for Elliott to cause the New Investor Director to resign from the Board, the Fiber Review Committee or the Chief
Executive Officer Search Committee if Elliott fails to maintain the Minimum Ownership Threshold.

It is our view that
the Cooperation Agreement has been carefully drafted to not require Elliott to beneficially own even one share of Company common
stock and to not require Elliott to maintain even one dollar of economic exposure to the Company’s common stock in order
for Elliott to retain its principle governance benefits, but to appear to require both.

The Company’s
disclosure of the terms of the Cooperation Agreement in this regard supports our conclusion. According to the Company’s own description
of the terms of the Cooperation Agreement, only Elliott’s right to participate in the selection of the replacement of the New Directors
is subject to the Minimum Ownership Threshold (see the Company’s periodic filing on Form 8-K filed on December 20, 20237).

6
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001051470/000105147024000004/cci-20240108.htm

7
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001051470/000119312523299402/d761825d8k.htm

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    March 4, 2024

Amended Complaint
Filed on February 29, 2024

Boots respectfully notifies
the Staff that on February 29, 2024, Theodore B. Miller, Jr. and Boots Capital Management, LLC filed an amended complaint to the Court
of Chancery of the State of Delaware (the “Amended Complaint”). The Amended Complaint includes, among other amendments, the
above explanation in support of Boots’ view with respect to the Minimum Ownership Threshold requirement in the Cooperation Agreement
(see Paragraph 98 note 5 of the Amended Complaint). A copy of the Amended Complaint is being provided with this letter for convenience.

We believe that the
issuance of corrective disclosure by Boots is not required, as Boots’ statements in this regard are accurate.

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    March 4, 2024

*        *        *

In connection with these responses
to the Staff’s Comment Letter, each of the filing persons acknowledged to me and I therefore acknowledge on their behalf that:

 · each filing person is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 · no filing person may assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please do not hesitate to
contact me at 212-504-6600 or 646-415-2333 if there are any comments or questions concerning the foregoing or if I can be of assistance
in any way.

    Sincerely,

    /s/ Stephen Fraidin

    Stephen Fraidin

 Enclosure

 cc: Theodore B. Miller, Jr.

Co-Managing Member

4M Management Partners, LLC

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