SecProbe.io

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 June 9, 2025

Sunit Patel
Chief Financial Officer
Crown Castle Inc.
8020 Katy Freeway
Houston, Texas 77024

 Re: Crown Castle Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 001-16441
Dear Sunit Patel:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Robert Collins
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</DOCUMENT>

CORRESP
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 Document June 4, 2025 Ameen Hamady and Isaac Esquivel United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE:    Crown Castle Inc. Form 10-K for the fiscal year ended December 31, 2024 Form 10-Q for the quarterly period ended March 31, 2025 File No. 001-16441 Dear Mr. Hamady and Mr. Esquivel, We are responding to your recent letter in which you provided comments on the Crown Castle Inc. ("Company") Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 14, 2025 ("Form 10-K") and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 9, 2025 ("Form 10-Q"). For the convenience of the Staff, the Staff's comments are reproduced and are followed by the Company's response. Staff Comment: Form 10-K for the year ended December 31, 2024 Critical Accounting Policies and Estimates Accounting for Long-Lived Assets - Impairment Evaluation, page 48 1. We note your disclosure that in light of the impairment of the Fiber segment goodwill of approximately $5 billion, the Company conducted a review during the fourth quarter of 2024, including analysis of both market-level and segment-level information, and determined there was no impairment of its Fiber segment long-lived assets. In performing your impairment testing, please tell us how you considered the guidance in ASC 350-20-35-31 in performing your recoverability test for your long-lived assets prior to your goodwill impairment test and how that may have impacted such analysis, if any. Company Response: The Company acknowledges the Staff's comment and confirms that, in accordance with ASC 350-20-35-31, the Company had performed the impairment analysis of its Fiber segment long-lived assets prior to performing the goodwill impairment analysis and concluded there was no impairment of long-lived assets identified. This assessment had no impact on the goodwill impairment analysis or the amount of loss recorded for goodwill impairment in the fourth quarter of 2024. The Company advises the Staff that its Fiber segment represents both: a) an asset group for purposes of evaluating long-lived assets, as the lowest level for which identifiable discrete cash flows (including projected cash flows) are largely independent of the cash flows of other groups of assets is the overall Fiber segment level; and b) a reporting unit for purposes of evaluating goodwill. With respect to long-lived assets, in accordance with ASC 360-10-35-17 and per the Company's policy on page 49 of the Form 10-K, " if the sum of the associated estimated future cash flows (undiscounted) from an asset group is less than its carrying amount, an impairment loss may be recognized. If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discounted future cash flows. " Pursuant to the policy noted above, management reviews projected undiscounted cash flows at the Fiber segment level to evaluate potential impairment of the long-lived Fiber asset group. For purposes of this analysis, management utilized the undiscounted cash flow projections included in the model it uses for budgeting and forecasting purposes as well as in the calculation of the estimated fair value of the Fiber reporting unit when conducting the quantitative goodwill impairment analysis. The Company noted that the undiscounted cash flows of the Fiber asset group exceeded the carrying value and determined there was no impairment. Additionally, as a supplement to this undiscounted cash flow analysis, for the Fiber segment, management annually evaluates historical trends of certain key financial performance indicators related to the major U.S. markets (using the Core Based Statistical Areas) where the Company has made significant investments for indicators of impairment of its long-lived assets in the respective markets. During 2024, management reviewed these financial performance indicators of such markets comprising the majority of the Company's Fiber segment long-lived assets balance and noted no indications of impairment. In conclusion, for the year ended December 31, 2024, the Company confirms there was no impairment of its Fiber segment long-lived assets resulting from its analysis, which was conducted prior to the goodwill impairment analysis. The cash flow model utilized in the long-lived asset impairment analysis is the same model utilized in the goodwill impairment analysis, except that goodwill is evaluated using the fair value (i.e., discounted cash flows), whereas the long-lived assets are evaluated using undiscounted cash flows. As disclosed in the Form 10-K, an impairment of the Fiber segment's goodwill was recorded in the fourth quarter 2024 as a result of that analysis. Form 10-Q for the quarterly period ended March 31, 2025 Condensed Consolidated Statement of Operations and Comprehensive Income (Loss), page 4 2. We note your presentation of income (loss) from discontinued operations before gain (loss) from disposal, net of tax and gain (loss) from disposal of discontinued operations, net of tax. Please tell us how your disclosure complies with ASC 205-20-45-3A, which requires disclosure of the tax impact of all discontinued operations as a separate component of income or loss. In addition, please reconcile the difference between the $830 million reported as loss from disposal of discontinued operations, net of tax and the $819 million reported as valuation allowance for assets held for sale in your table on page 9. Company Response: The Company acknowledges the Staff's comment and advises the Staff that the Company evaluated the tax impact related to Income (loss) from discontinued operations before gain (loss) from disposal, net of tax and concluded it was not material for purposes of separate presentation 2 in the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) on page 4 of the Form 10-Q. For both quarters ended March 31, 2025 and 2024, the provision for income tax related to income from discontinued operations was $1.7 million, which is disclosed in Note 3 - Discontinued Operations on page 9 of the Form 10-Q. With respect to the loss from disposal of discontinued operations, net of tax, there was no associated tax benefit due to the Company's tax filing status as a real estate investment trust ("REIT"). In future filings, the Company will evaluate the materiality of the tax impact associated with Income (loss) from discontinued operations before gain (loss) from disposal, net of tax and Gain (loss) from disposal of discontinued operations and determine whether to continue with the current presentation. In future quarterly and annual filings beginning with the Form 10-Q for the quarterly period ending June 30, 2025, the Company will add commentary in Note 3 - Discontinued Operations stating there is no tax benefit related to the loss from disposal of discontinued operations due to the Company's REIT tax filing status. Additionally, we will update the caption on the Company's Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) to read, " Gain (loss) from disposal of discontinued operations ." Further, the $11 million difference between the $830 million reported as loss from disposal of discontinued operations, net of tax and the $819 million reported as a valuation allowance for assets held for sale is attributable to selling costs incurred during the quarter ended March 31, 2025, that have either been paid or recorded as a liability. In response to the Staff's comment and in an effort to provide additional clarity, in future quarterly and annual filings beginning with the Form 10-Q for the quarterly period ending June 30, 2025, the Company will include, in Note 3 - Discontinued Operations, a discussion of the reconciling items between the loss from disposal of discontinued operations and the valuation allowance for assets held for sale. * * * * If you would like to discuss our responses to the comment or if you would like to discuss any other matters, please contact the undersigned at (281) 473-0184. In my absence, please contact Edward B. Adams Jr., Executive Vice President and General Counsel at (713) 570-3000.      Sincerely, /s/ SUNIT S. PATEL Sunit S. Patel Executive Vice President and Chief Financial Officer 3

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 May 22, 2025

Sunit Patel
Chief Financial Officer
Crown Castle Inc.
8020 Katy Freeway
Houston, Texas 77024

 Re: Crown Castle Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Form 10-Q for the quarterly period ended March 31, 2025
 File No. 001-16441
Dear Sunit Patel:

 We have reviewed your filings and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Critical Accounting Policies and Estimates
Accounting for Long-Lived Assets - Impairment Evaluation, page 48

1. We note your disclosure that in light of the impairment of the Fiber
segment
 goodwill of approximately $5 billion, the Company conducted a review
during the
 fourth quarter of 2024, including analysis of both market-level and
segment-level
 information, and determined there was no impairment of its Fiber segment
long-lived
 assets. In performing your impairment testing, please tell us how you
considered the
 guidance in ASC 350-20-35-31 in performing your recoverability test for
your long-
 lived assets prior to your goodwill impairment test and how that may
have impacted
 such analysis, if any.
Form 10-Q for the quarterly period ended March 31, 2025
Condensed Consolidated Statement of Operations and Comprehensive Income (Loss),
page 4

2. We note your presentation of income (loss) from discontinued operations
before
 gain (loss) from disposal, net of tax and gain (loss) from disposal of
discontinued
 May 22, 2025
Page 2

 operations, net of tax. Please tell us how your disclosure complies with
ASC 205-20-
 45-3A, which requires disclosure of the tax impact of all discontinued
operations as a
 separate component of income or loss. In addition, please reconcile the
difference
 between the $830 million reported as loss from disposal of discontinued
operations,
 net of tax and the $819 million reported as valuation allowance for
assets held for sale
 in your table on page 9.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Robert Collins
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United States securities and exchange commission logo
June 10, 2024
Daniel K. Schlanger
Chief Financial Officer
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024-1908
Re:Crown Castle Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-16441
Dear Daniel K. Schlanger:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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Document

June 4, 2024

Kellie Kim and Isaac Esquivel

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

RE:    Crown Castle Inc.

Form 10-K for the fiscal year ended December 31, 2023

File No. 001-16441

Dear Ms. Kim and Mr. Esquivel,

We are responding to your recent letter in which you provided comments on the Crown Castle Inc. (“Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 23, 2024 (“Form 10-K”).  For the convenience of the Staff, the Staff’s comments are reproduced and are followed by the Company’s response.

Staff Comment:

Form 10-K for the fiscal year ended December 31, 2023

Notes to Consolidated Financial Statements

Note 3. Revenues, page 66

1.We observed a decrease in total contracted amounts from $40.2 billion as of December 31, 2022 to $38.7 billion as of December 31, 2023. However, we note an increase in total deferred site rental receivables for the same comparable periods. Please provide us with the factors contributing to these fluctuations and the relationship between contracted amounts and deferred site rental receivables. Also, please consider expanding your MD&A disclosure to address the facts and circumstances that drove the changes and whether these fluctuations represent a trend that have or are reasonably likely to have a material impact on your operations. Refer to Item 303 of Regulation S-K.

Company Response:

The Company acknowledges the Staff’s comment and advises the Staff that total contracted revenue and deferred site rental receivables are two measures that generally move independently of each other despite being related to common underlying customer agreements.  As such, the Company does not believe that there is meaningful disclosure that should be provided pursuant to Item 303 of Regulation S-K.  As discussed in more detail below, total contracted revenue increases immediately upon execution of a new customer agreement, and then begins to decrease (upon commencement of customer payments) until the contract either expires or, in some cases, is extended or renegotiated.  In contrast, the deferred site rental receivables balance typically will increase during the first half of the agreement term and decrease during the second half of the agreement term. Thus, while the Company’s total contracted revenue amount and deferred site rental receivable balance are both affected by the execution of the same underlying customer

agreements, these measures will not move in tandem with each other during the term of these agreements.  To explain this dynamic in more detail, the Company has provided a brief background of the two items referenced in the Staff’s comment.

Total contracted revenue

The Company’s total contracted revenue represents amounts owed to the Company by tenants pursuant to tenant agreements relating to both its Towers and Fiber segments.  Typically, when a new agreement is entered into with a tenant, the aggregate annual cash flows to be received under such agreement serve to increase the total contracted revenue balance for the applicable year(s), as presented in the contracted amounts table included in Note 3. Revenues in the Company’s Form 10-K for the year ended December 31, 2023.  Once the term of agreement commences and the Company begins to receive the associated amounts due from the tenant under the agreement, the respective contracted revenue balance begins to decline, and that balance continues to decrease until the contract either expires or, in some cases, is extended or renegotiated. Upon extension or renegotiation, any new contracted amounts to be received by the Company would serve to increase the total contracted revenue balance.

At any given time, including as of December 31, 2023, and December 31, 2022, the vast majority of the Company’s total contracted revenue balance is associated with its Towers segment and represents amounts due under master lease agreements (“MLAs”) with its major wireless carrier customers; these MLAs typically have multiple year terms.  In addition, due to the long-term nature of our typical MLAs and the concentration of our business across a small number of major wireless carrier tenants, it is not unusual for there to be annual periods during which no MLAs are entered into or renegotiated.

In summary, increases to total contracted revenue are typically driven by new agreements with tenants and occur when such agreements are executed, renewed or renegotiated.  In contrast, decreases to total contracted revenue generally occur over a period of time, i.e., over the term of the agreement as the tenant remits the associated amounts due to the Company under such agreement.

Deferred site rental receivable

Most of the Company’s tenant agreements in its Towers segment, including MLAs with its major wireless carrier customers, contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in the Consumer Price Index (“CPI”)), which serve to increase the rental rates over the life of the agreements.  The escalations typically take effect on a specific date once per year during the term of the agreement (e.g., each January 1st or each July 1st).  In accordance with ASC 842, for each of its tenant agreements, the Company calculates the total cash flows to be received under the non-cancelable term of the agreement (taking into account terms such as fixed escalators, upfront payments, or rent-free periods) and recognizes such cash flows as site rental revenues on a straight-line basis over the respective noncancelable term. As a result, a portion of the site rental revenues recognized in a given period represents cash collected or collectible in other periods.  In a typical tenant agreement that contains fixed escalation provisions, during the first half of the agreement, the amount of site rental revenue recognized on a straight-line basis will exceed the amount of cash collected for that respective agreement; during the second half of the agreement,

2

the reverse is true, i.e., the cash collected exceeds the amount of site rental revenue recognized on a straight-line basis.  While some tenant agreements in the Company’s Fiber segment may contain escalation provisions, such escalation terms are most prevalent, and have the most significant impact, within the Company’s Towers segment.

The deferred site rental receivable balance represents, at any given time, the cumulative excess of site rental revenues recognized for tenant agreements on a straight-line basis over the amount of corresponding cash received for such tenant agreements.  Consistent with the discussion in the preceding paragraph, for an individual tenant agreement, including an MLA, the balance of deferred site rental receivable will generally increase during the first half of the term of the agreement (when revenue recognized exceeds cash collected) and decrease during the second half of the term (when cash collected exceeds revenue recognized), as the amount of annual site rental revenues recognized on a straight-line basis remains unchanged during the contract period.

The Company confirms to the Staff that it applies the requirements of ASC 842 regarding straight-line revenue recognition to each of its agreements on an individual basis.  In addition, when the Company calculates its straight-line site rental revenues, it considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to CPI) in addition to a minimum.

Discussion

In this section, the Company addresses the Staff’s comments on specific movements during 2023.  With respect to total contracted revenues, the decrease from year end 2022 to 2023 was primarily attributable to our Towers segment and reflected the fact that the Company did not enter into any significant new MLAs during 2023. More specifically, the decrease associated with payments received from customers pursuant to previously-signed agreements for the majority of our tenant agreements was greater than the amount of increases attributable to renewals and new leasing activity during 2023 across the Company’s Towers and Fiber segments.  The vast majority of the Company’s contracted revenue relates to its MLAs with major wireless carrier customers; accordingly, the Company experiences larger increases to its total contracted revenue balance during years in which long-term MLAs are entered into, followed by a period of more moderate fluctuations, including decreases, to the overall balance during the term of the agreement as the Company recognizes previously-contracted revenue.  The phenomenon of large increases to contracted revenue in one period followed by gradual declines in subsequent periods is consistent with the Company’s business model, as the Company enters into new MLAs infrequently, given the typical long tenure of such MLAs and the fact that a substantial portion of the Company’s site rental revenues is derived from a small number of major wireless carrier customers.

To further illustrate the impact of significant MLA activity on total contracted revenue, it is worth noting that the Company experienced the opposite phenomenon in 2022.  The most recent major MLA the Company entered into was signed with T-Mobile in January 2022 (“T-Mobile MLA”).  The T-Mobile MLA alone increased the Company’s total contracted revenue balance by approximately $12 billion, and the increase in total contracted revenue from $31.3 billion at December 31, 2021, to $40.2 billion at December 31, 2022, was primarily a function of the T-Mobile MLA (partially offset by normal revenue recognition due to the passage of time).

Turning to the deferred site rental receivables balance, the increase of approximately $274 million during 2023 was primarily driven by straight-line revenue recognition related to its two then most

3

recently-signed significant MLAs, including the T-Mobile MLA.  There was a corresponding increase of $401 million in the deferred site rental receivable balance during 2022.

During both 2022 and 2023, a majority of the site rental revenues recognized was associated with agreements, inclusive of the aforementioned two recently-signed MLAs, that are, in the aggregate, in the early portion of their terms, where the revenue recorded is greater than the cash received, thereby driving an increase to the deferred site rental receivable balance.  The Company expects that its deferred site rental receivable balance will continue to increase, albeit at a slower rate (pending execution of any new significant MLAs) until the aggregate site rental revenues recognized is associated with agreements that have reached the point of inflection where cash received exceeds the amount of straight-line revenues recognized, at which time the balance of deferred site rental receivable will start to decrease.

In summary, the situation wherein there was a decrease to the Company’s total contracted revenues during 2023 combined with an increase to the balance of deferred site rental receivable during the same period is not unusual, and this relationship is consistent with the Company’s ordinary course of operations, including the periodic cadence of its execution of MLAs with major wireless carrier customers.  The Company respectfully submits that while its total contracted revenue amount and deferred site rental receivable balance are ultimately both affected by execution of the same underlying customer agreements, particularly MLAs with its major wireless carrier customers, the movement of these two measures will not be aligned over the term of such agreements.

The Company advises the Staff that, in regard to the Company’s total contracted revenue amount and deferred site rental receivable balance, there were no material events that occurred, or trends identified, that would require disclosure under Item 303 of Regulation S-K in addition to what the Company already discloses in the ordinary course.  However, in response to the Staff’s comment and in an effort to provide additional analysis, in future quarterly and annual filings the Company will include in its MD&A disclosures language highlighting the impact, when material, on site rental revenues recognized on a straight-line basis of new and recently-executed MLAs with its major wireless carrier customers.

As the Company believes the measures of total contracted revenue and deferred site rental receivable are independent of each other, the Company does not believe Item 303 of Regulation S-K requires disclosure as to the reasons why the measures might move independently of each other during a given period. The Company will continue to evaluate any potential disclosure requirement in the future, and if a material event or trend is identified, the Company will make the appropriate disclosure at that time.

Note 13. Leases, page 79

2.Please tell us your consideration for expanding your disclosure to provide disclosures required by ASC 842-20-50-4, as applicable, for your finance leases.

Company Response:

The Company acknowledges the Staff’s comment and advises the Staff that of the $1.4 billion balance in net property and equipment associated with finance leases and associated leasehold improvements as of December 31, 2023, the vast majority is related to towers subject to master

4

prepaid lease agreements with AT&T and T-Mobile, for which there are no associated finance lease obligations.  The agreements were executed in connection with transactions consummated with AT&T (in 2013), T-Mobile (in 2012) and companies that are now part of T-Mobile (in 2007), each of which afforded the Company the exclusive right to lease, operate or otherwise acquire communication sites in exchange for cash consideration at the time the agreements were executed.

Excluding amounts related to the master prepaid lease agreements, as of December 31, 2023, there was $21 million of net property and equipment associated with finance leases for which there is an associated lease obligation of $8 million, all of which is related to vehicle and certain fiber finance leases; the interest expense associated with these finance leases was less than $2 million during 2023. The Company advises the Staff that it considered such balances not to be material for purposes of including all of the disclosures outlined in ASC 842-20-50-4.

In future filings, in order to provide additional clarity, the Company will separately disclose the balances attributable to the Company’s master prepaid lease agreements and the vehicle and certain fiber finance leases. Beginning with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, the Company undertakes to revise the disclosure as follows:

Additionally, in future filings, the Company will include a footnote similar to the following to the line item “Finance leases and other obligations” that is found in the table in Note 4. Debt and Other Obligations, page 69 of the 2023 Form 10-K: “(i) Of which $8 million and $9 million represents obligations under finance leases for December 31, 2023, and 2022, respectively.”

* * * *

If you would like to discuss our responses to the comment or if you would like to discuss any other matters, please contact the undersigned at (713) 570-3000.  In my absence, please contact Edward B. Adams Jr., Executive Vice President and General Counsel at (713) 570-3000.

                                            Sincerely,

/s/ Daniel K. Schlanger

Daniel K. Schlanger

Executive Vice President and Chief Financial Officer

5

United States securities and exchange commission logo
May 21, 2024
Daniel K. Schlanger
Chief Financial Officer
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024-1908
Re:Crown Castle Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-16441
Dear Daniel K. Schlanger:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2023
Notes to Consolidated Financial Statements
Note 3. Revenues, page 66
1.We observed a decrease in total contracted amounts from $40.2 billion as of December
31, 2022 to $38.7 billion as of December 31, 2023. However, we note an increase in total
deferred site rental receivables for the same comparable periods. Please provide us with
the factors contributing to these fluctuations and the relationship between contracted
amounts and deferred site rental receivables. Also, please consider expanding your
MD&A disclosure to address the facts and circumstances that drove the changes and
whether these fluctuations represent a trend that have or are reasonably likely to have a
material impact on your operations. Refer to Item 303 of Regulation S-K.
Note 13. Leases, page 79
2.Please tell us your consideration for expanding your disclosure to provide disclosures
required by ASC 842-20-50-4, as applicable, for your finance leases.

 FirstName LastNameDaniel K. Schlanger
 Comapany NameCrown Castle Inc.
 May 21, 2024 Page 2
 FirstName LastName
Daniel K. Schlanger
Crown Castle Inc.
May 21, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Robert S. Collins

CORRESP
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Direct Dial: (212)
373-3161

Email: akrause@paulweiss.com

May 13, 2024

VIA EDGAR

Shane Callaghan and Christina Chalk, Special Counsel

Division of Corporation Finance

Office of Mergers and Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Crown Castle Inc.

DEFA14A

Filed on May 3, 2024

File No. 001-16441

Dear Mr. Callaghan and Ms. Chalk:

On behalf of our client, Crown Castle
Inc. (the “Company”), we hereby acknowledge receipt of the comment letter, dated May 6, 2024 (the “Comment Letter”),
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above
captioned Definitive Additional Materials (the “May 3 Additional Materials”).  In connection with the Company’s
response to the Comment Letter, the Company is filing revised Definitive Additional Materials (the “May 13 Additional Materials”),
which include changes in response to the Staff’s comments. For ease of reference, we have reproduced the text of the Staff’s
comments in bold-face type below, followed by the Company’s responses.

DEFA14A Filed May 3, 2024

General

 1. Refer to the following statements in the investor presentation:

 · “As part of its lawsuit, Boots Capital sought . . . to object to
the appointment of our new CEO Steven Moskowitz to the Board and its resulting expansion of the Board” (emphasis added) (page 26).

 · “Boots has interfered with the Fiber review at multiple stages
through unneeded & baseless litigation . . . by seeking to keep our CEO, a critical input in the review, off the Board” (emphasis
added) (page 27).

   2

Please
provide support for these assertions in revised soliciting materials. Where statements are recharacterized as opinions or beliefs, support
representing an appropriate factual foundation should still be provided where the statements appear. See Note (b) to Exchange Act Rule
14a-9.

Response:
The Company respectfully acknowledges the Staff’s comment.

The
Company notes that the assertions quoted above are partial quotes of the statements that have been excerpted from the May 3 Additional
Materials. Reproduced in full, the statements read as follows:

 1. “As part of its lawsuit, Boots Capital sought
court orders to stop the important work of the Fiber Review Committee and the CEO Search Committee and again later to object to the appointment
of our new CEO Steven Moskowitz to the Board and its resulting expansion of the Board.”

 2. “Boots has interfered with the Fiber review at
multiple stages through unneeded & baseless litigation, first by seeking to stop the committee’s work and second by seeking
to keep our CEO, a critical input in the review, off the Board.”

The
Company is of the view that these statements are accurate descriptions of Boots Capital’s actions. On February 27, 2024, Boots Capital
filed a Motion for Order to Maintain Status Quo and submitted a Proposed Order which, inter alia, would have prevented the Company
from “holding any meetings of the Fiber Review Committee or CEO Search Committee, or taking any actions recommended by such committees.”
Miller, et al. v. Bartolo, et al., C.A. No. 2024-0176-JTL (Del. Ch.), Dkt. No. 1. Therefore, Boots Capital indeed sought
court orders to enjoin the work of the Fiber Review Committee and the CEO Search Committee. On April 12, Boots Capital filed a Motion
for Status Quo Order, Corrective Disclosure, and Re-Expedition of Discovery which asked the Court to “enjoin[]” the expansion
of the Board. Id. at 96. The motion noted that the purpose of expansion was for Crown Castle “to add its newly appointed
CEO” to the Board. Id. at 1. The Company’s purpose for expanding the Board was also made clear by the Company in its
announcement in its Current Report on Form 8-K filed on April 10, 2024.

The
Board specifically expanded the size of the Board for the purpose of adding Mr. Moskowitz to the Board. It did so for no other reason
– the Company’s expansion of the Board and the addition of Mr. Moskowitz went hand-in-hand. The Board then agreed with Boots
Capital to withdraw its expansion of the Board – which the Company did as part of a negotiated concession to Boots Capital in order
to moot the litigation brought by Boots Capital. While Boots Capital belatedly expressed its view that the Company should effectuate such
a reduction in size by removing a director other than Mr. Moskowitz from its slate, it acknowledged that it would ultimately be up to
the Board to decide which candidate should be removed.

The
fact that removing a different director was not the Company’s elected course of action does not change the fact that Boots Capital
unequivocally opposed the Board’s original action, which was to expand the Board for the sole purpose of adding the CEO to the Board.

Accordingly,
the Company believes that no revisions to the May 3 Additional Materials with respect to the foregoing assertions are warranted at this time.

   3

 2. Refer to our last comment above. Provide support for your assertions
on page 3 of the investor presentation that “Ted Miller is attempting to gain control of Crown Castle . . .” and
“install himself as Executive Chair, or Chair in some capacity.” Please revise to provide support, given that Mr. Miller is
only seeking a minority of Board seats.

Response:
The Company respectfully acknowledges the Staff’s comment.

In
its statement that Mr. Miller is attempting to gain “control” of Crown Castle, the Company is of the view that Mr. Miller
is seeking “control” of the Company by attempting to gain significant and disproportionate influence on the Board which can
be achieved without holding a majority of the Board’s seats. Boots Capital has itself used the word “control” in this
sense within the scope of this proxy contest. For example, the Company respectfully refers the Staff to Boots Capital’s press release
filed on DFAN14A on February 20, 2024 (the “Boots Press Release”). There, Boots Capital expressed its dissatisfaction with
the Company’s Cooperation Agreement with Elliott Investment Management L.P., Elliot Associates, L.P. and Elliot International, L.P.,
(together, “Elliott” and such agreement, the “Cooperation Agreement”), pursuant to which two directors were appointed
to the Board (Messrs. Genrich and Patel). In the Boots Press Release, Boots Capital stated that “the Cooperation Agreement enshrines
Elliott as the de facto controller of the Company, with direct influence at the board level and across the committees that
control Crown Castle’s strategic future” (Boots Press Release, emphasis added).

Since
Boots Capital is requesting that four Board seats be filled with individuals directly affiliated with and having allegiances to Mr. Miller,
including his son-in-law and two of his friends—double the two Board seats held by Elliott appointees with which Boots Capital took
issue in the Boots Press Release—the Company is of the view that this comprises “control” in the sense that it would
enable Mr. Miller to exert significant “control over Crown Castle’s strategic future” or serve as a “de
facto controller of the Company”, to use Mr. Miller’s own words.

The
Company also respectfully refers the Staff to Boots Capital’s earlier statements in the Boots Press Release issued on February 20,
2024. In addition to citing Mr. Miller’s request to be appointed Executive Chairman—with no mention of only serving in such
capacity until a new CEO was identified—Boots Capital cited language in Basho Techs. Holdco B, LLC v. Georgetown Basho
Inv’rs, LLC, C.A. No. 11802-VCL, 2018 WL 3326693, at *27 (Del. Ch. July 6, 2018), stating:

Broader
indicia of effective control also play a role in evaluating whether a defendant exercised actual control over a decision. Examples
of broader indicia include ownership of a significant equity stake (albeit less than a majority), the right to designate directors (albeit
less than a majority), decisional rules in governing documents that enhance the power of minority stockholder or board-level position,
and the ability to exercise outsized influence in the board room, such as through high-status roles like CEO, Chairman, or founder
(emphasis added).

According
to this case cited by Boots Capital, ceding the Executive Chair or other Chair role to Mr. Miller would amount to “broader indicia
of effective control,” notwithstanding his later

   4

contradictions in subsequent statements.
Putting such inconsistencies aside, the Company is of the view that there is a strong possibility that Mr. Miller would exercise “effective
control” over the Company if elected to the Board.

With
respect to the statement that “Mr. Miller is seeking to install himself as Executive Chair, or Chair in some capacity”, the
Company respectfully refers the Staff to the fact that, in its own materials distributed on May 1, 2024, Boots Capital described its own
settlement proposal as requiring that Mr. Miller be appointed “Co-Chairman along with Rob Bartolo” (Boots Capital Definitive
Additional Materials, page 40). Only five days later, Boots Capital contradicted itself in two Definitive Additional Materials filed on
May 6, 2024 by denying ever making such an offer. Boots Capital claimed that the offer “stated no requirement of a Chair role in
any capacity, with all directors being equal” (Boots Capital Definitive Additional Materials filed May 6, 2024, page 5) and “did
not involve an ‘executive chairman’ nor a ‘co-chairman’ request” (Boots Capital Press Release filed May
6, 2024). Boots Capital has therefore been inconsistent in its own statements about the proposal, which, by its own admission on May 1,
2024—the last statement Boots Capital had made as of the time that the Company filed the May 3 Additional Materials—required
that Mr. Miller be appointed Co-Chair alongside Mr. Bartolo. Accordingly, the Company believes that no revisions to the May 3 Additional
Materials with respect to the foregoing assertions are warranted at this time.

 3. Refer to our comments above and to the assertions on page 27 of the investor
presentation to the effect that Boots Capital's claimed buyers and financing sources are illusory. Please provide support for these assertions
in revised soliciting materials, and avoid making them in any future materials without providing adequate support.

Response:
The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company will refrain
from referring to such parties as “illusory” in further solicitation materials and will instead state that the specific identities
of such buyers and financing sources remain unknown to the Company.

* * * *

The Company acknowledges that it
is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by
the Staff.

Should you require any additional
information or have any additional questions, please contact me at 212-373-3161.

    Very truly yours,

    /s/ Andrew D. Krause

    Andrew D. Krause

    cc:
    Donald J. Reid

    Crown Castle Inc.

United States securities and exchange commission logo
May 6, 2024
Donald J. Reid
Corporate Secretary
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024
Re:Crown Castle Inc.
DEFA14A Filed May 3, 2024
File No. 001-16441
Dear Donald J. Reid:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used herein have the same meaning as in your soliciting materials.
DEFA14A Filed May 3, 2024
General
1.Refer to the following statements in the investor presentation:

•"As part of its lawsuit, Boots Capital sought . . . to object to the appointment of our
new CEO Steven Moskowitz to the Board and its resulting expansion of the Board"
(emphasis added) (page 26).
•"Boots has interfered with the Fiber review at multiple stages through unneeded
& baseless litigation . . . by seeking to keep our CEO, a critical input in the review, off
the Board" (emphasis added) (page 27).

Please provide support for these assertions in revised soliciting materials. Where
statements are recharacterized as opinions or beliefs, support representing an appropriate
factual foundation should still be provided where the statements appear. See Note (b) to
Exchange Act Rule 14a-9.
2.Refer to our last comment above. Provide support for your assertions on page 3 of the

 FirstName LastNameDonald J. Reid
 Comapany NameCrown Castle Inc.
 May 6, 2024 Page 2
 FirstName LastName
Donald J. Reid
Crown Castle Inc.
May 6, 2024
Page 2
investor presentation that "Ted Miller is attempting to gain control of Crown Castle . . ."
and "install himself as Executive Chair, or Chair in some capacity." Please revise to
provide support, given that Mr. Miller is only seeking a minority of Board seats.
3.Refer to our comments above and to the assertions on page 27 of the investor presentation
to the effect that Boots Capital's claimed buyers and financing sources are illusory. Please
provide support for these assertions in revised soliciting materials, and avoid making them
in any future materials without providing adequate support.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
May 3, 2024
Theodore B. Miller, Jr.
President
Boots Capital Management, LLC
7800 Washington Ave., Suite 700
Houston, TX 77007
Re:Boots Capital Management, LLC
Crown Castle Inc.
DFAN14A Filed May 1, 2024
Filed By Boots Parallel 1, LP et al.
File No. 001-16441
Dear Theodore B. Miller:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments. All
defined terms used herein have the same meaning as in your soliciting materials.
DFAN14A Filed May 1, 2024
General Comments
1.Refer to the following statement on slide 12 of the ISS Presentation:

•"Contrary to Delaware Court directives, expanded the Board in the late-stages of a
proxy contest and subsequently reversed coursed following court scrutiny" (emphasis
added).

Please do not use this or similar statements in future soliciting materials without providing
a proper factual foundation for the statement. In addition, as to matters for which Boots
does have a proper factual foundation, please avoid making statements about those matters
that go beyond the scope of what is reasonably supported by the factual foundation. Please
note that characterizing a statement as one’s opinion or belief does not eliminate the need
to provide a proper factual foundation for the statement; there must be a reasonable basis

 FirstName LastNameTheodore B. Miller, Jr.
 Comapany NameBoots Capital Management, LLC
 May 3, 2024 Page 2
 FirstName LastName
Theodore B. Miller, Jr.
Boots Capital Management, LLC
May 3, 2024
Page 2
for each opinion or belief that the filing persons express. See Note (b) to Rule 14a-9.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
April 5, 2024
Theodore B. Miller, Jr.
President
Boots Capital Management, LLC
7800 Washington Ave., Suite 700
Houston, TX 77007
Re:Boots Capital Management, LLC
Crown Castle Inc.
PREC14A and DFAN14A Filed March 28, 2024
Filed By Boots Parallel 1, LP et al.
File No. 001-16441
Dear Theodore B. Miller:
            We have reviewed your filings and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your proxy statement.
DFAN14A Filed March 28, 2024
General Comments
1.In future filings, please recharacterize and provide support for the following opinion:
“Notably, Boots Capital believes that Crown Castle’s Board has irreparably breached the
trust of shareholders and thrown governance to the wind as evidenced by . . . failing to
disclose to shareholders the Delaware Chancery Court’s mandate to provide the Boots
Capital team advance notice of any material decision involving its CEO search or Fiber
sale process” (emphasis added).
PREC14A Filed March 28, 2024
General Comments, page 1
2.Please fill in the blanks throughout the Proxy Statement, including the names of the
Unopposed Company Nominees. Information that is subject to change may be bracketed.

 FirstName LastNameTheodore B. Miller, Jr.
 Comapany NameBoots Capital Management, LLC
 April 5, 2024 Page 2
 FirstName LastNameTheodore B. Miller, Jr.
Boots Capital Management, LLC
April 5, 2024
Page 2
3.We note the following statements in the Proxy Statement:

•“For several years, Crown Castle has lagged behind its peers in terms of operational
metrics and financial performance.” (shareholder letter)
•“The Company’s stock price has performed worse than its direct peers during the 15-
year, 10-year, 5-year, 3-year, 2-year and 1-year periods prior to January 1, 2024.”
(page 19)
•“[T]he Company has underperformed its peers over all relevant time periods in the
last fifteen years.” (page 19)

Please provide support for these factual assertions in a revised proxy statement. Your
revised disclosure should identify the peers referenced and the metrics used to compare
the Company's performance with those peers.
4.We note the disclosure on pages 7 and 39 of the Proxy Statement that some of the Boots
Parties entered into confidentiality agreements with certain "Strategic Parties" who "were
engaged either as potential investors in the Boots Funds or identified as potential bidders
and financing sources in a transaction involving the fiber assets of the Company . . . ." We
further note the disclosure on page 19 of the Proxy Statement to the effect that Mr. Miller
formed Boots Capital as an investment vehicle to acquire interests in the Company's
Common Stock. In your response letter, please explain why the Strategic Parties are not
participants in this solicitation based on the definition set forth in Instruction 3(a) to Items
4 and 5 of Schedule 14A.
5.To avoid stockholder confusion, please consider reordering the proposals in the Proxy
Statement and on the preliminary proxy card to mirror the way they are presented in the
Company’s proxy statement.
6.On the preliminary proxy card and on page 32 of the Proxy Statement, you indicate how a
properly executed GOLD proxy card will be voted “in the absence of specific
instructions.” Please revise to clarify whether you are describing an entirely unmarked,
but signed GOLD proxy card, or one that is signed and marked as to other matters but not
marked as to the particular proposal addressed.
7.On the preliminary proxy card, we note that the Bylaw Proposal and the Auditor Proposal
are bolded and preceded by "Proposal 2" and "Proposal 3," respectively, whereas the
Nomination Proposal (Proposal 1) and the Compensation Proposal (Proposal 4) are not.
Please revise the preliminary proxy card to present the Proposals consistently.
Background of the Solicitation, page 7
8.On page 11 of the Proxy Statement, you discuss the presentation of the Boots Strategic
Plan to the Board on January 30, 2024.  If true, please disclose that the presented Boots
Strategic Plan included the reimbursement of expenses incurred by the Boots Parties in
connection with the plan.

 FirstName LastNameTheodore B. Miller, Jr.
 Comapany NameBoots Capital Management, LLC
 April 5, 2024 Page 3
 FirstName LastNameTheodore B. Miller, Jr.
Boots Capital Management, LLC
April 5, 2024
Page 3
9.On page 13 of the Proxy Statement, you define the “Motion to Expedite” and the “Status
Quo Motion.” Please further expand these definitions and related disclosure to explain the
purpose of these motions. For example, your revised disclosure should include why Mr.
Miller and Boots Capital argued that their claims should be litigated on an expedited basis
and what “status quo” they sought to maintain while the claims are litigated.
10.On page 15 of the Proxy Statement, you describe a hearing on March 8, 2024 before Vice
Chancellor Laster regarding the First Motion to Vacate Expedition and the Status Quo
Motion. Following the hearing, you state that the Motion to Expedite was granted with
respect to the Recommendation Provision and the Unocal claims. Please revise this
description to indicate the outcome of the Status Quo Motion.
11.See comment 1 above. At the hearing on March 8, 2024, you state that "Vice Chancellor
Laster instructed the Company to give Mr. Miller and Boots sufficient advance notice to
seek the court’s intervention should it hire a new CEO or sell the Fiber unit." Please revise
to recharacterize and provide support for this opinion.
Interests in the Solicitation, page 24
12.On page 25 of the Proxy Statement, under the heading ‘Arrangements among the
Participants,’ you mention management fees received by 4M Management Partners and
4M Investments under the IMA and Staff and Services Agreement, respectively. Please
revise the description of the IMA and Staff and Services Agreement to further describe the
management fees specified by each of these agreements, quantifying those fees and the
percentages used to calculate the fees to the extent practicable.
Proposal Two - Bylaw Proposal, page 29
13.On page 29 of the Proxy Statement, there appears to be a typo which may cause
stockholder confusion: “The Stockholders are being asked to adopt the Bylaw Proposal,
which would repeal any provision of, or amendment to, the Bylaws that the Board without
the approval of the Stockholders has subsequent December 19, 2023, which is the date of
the most recent publicly available amendment to the Bylaws, and up to and including the
date of the 2024 Annual Meeting” (emphasis added). Please revise.
Voting and Proxy Procedures, page 32
14.On page 33 of the Proxy Statement, under the heading 'Quorum; Abstentions and Broker
Non-Votes; No Discretionary Voting,' please revise to disclose the effect of broker non-
votes as to each matter being voted upon at the Annual Meeting. See Item 21(b) of
Schedule 14A.
15.At the bottom of page 34 of the Proxy Statement, you indicate that record holders of the
Common Stock can vote their shares by completing the GOLD proxy card or “by
instructing us by telephone or via the Internet as to how you would like your shares of
Common Stock voted (instructions are on your GOLD universal proxy card).” The

 FirstName LastNameTheodore B. Miller, Jr.
 Comapany NameBoots Capital Management, LLC
 April 5, 2024 Page 4
 FirstName LastName
Theodore B. Miller, Jr.
Boots Capital Management, LLC
April 5, 2024
Page 4
preliminary proxy card does not appear to provide record holders of the Common Stock
with instructions on how to vote by telephone or via the Internet. Please revise or advise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

Direct Dial: (212) 373-3161

Email: akrause@paulweiss.com

April 4, 2024

VIA EDGAR

Shane Callaghan and Christina Chalk, Special Counsel

Division of Corporation Finance

Office of Mergers and Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Crown Castle Inc.

PREC14A preliminary proxy statement filing made on Schedule 14A

Filed on March 25, 2024

File No. 001-16441

Dear Mr. Callaghan and Ms. Chalk:

On behalf of our client, Crown Castle
Inc. (the “Company”), we hereby acknowledge receipt of the comment letter, dated April 2, 2024 (the “Comment Letter”),
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above
captioned Preliminary Proxy Statement (the “Preliminary Proxy Statement”).  In connection with the Company’s response
to the Comment Letter, the Company is filing a revised Preliminary Proxy Statement, which will include changes in response to the Staff’s
comments. For ease of reference, we have reproduced the text of the Staff’s comments in bold-face type below, followed by the Company’s
responses. Page number references in the responses below are to the page numbers of the Preliminary Proxy Statement as filed on EDGAR.

  2

PREC14A Filed March 25, 2024

General

 1. In Appendix C, please disclose the beneficial ownership (if any) of the Participants’ associates,
who are mentioned on pages C-5 and C-6, in any securities of the Company as well as the name and address of each such associate. See Item
5(b)(1)(ix) of Schedule 14A.

Response:
The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, advises the Staff that
no “associate” (as defined in Rule 14a-1(a)) of any of the Participants beneficially owns any Company securities except as
described in the beneficial ownership table on page 88 of the Preliminary Proxy Statement. The Company has revised the disclosure on page
C-6 to refer to the holdings of the Company’s associates described in the beneficial ownership table on page 88 of the Preliminary
Proxy Statement.

 2. On the preliminary proxy card and on page 95 of the Proxy Statement, you indicate that the proxy card
will be voted based on the Board’s recommendations if the proxy card is properly executed and delivered, but does not specify voting
instructions. Please revise to clarify whether you are describing an entirely unmarked, but signed proxy card, or one that is signed and
marked as to other matters but not marked as to the particular proposal addressed in your disclosure.

Response:
The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised
the preliminary proxy card and page 95 of the Preliminary Proxy Statement to clarify that if a properly executed and returned proxy card
does not indicate voting instructions on one or more proposals to be voted on at the Annual Meeting, the shares represented by that proxy
will be voted as recommended by the Board with respect to each such proposal for which a stockholder has not provided voting instructions.

Background to the Solicitation, page 8

 3. We note on page 8 of the Proxy Statement, under the heading “Ted Miller’s Initial Outreach
and Solicitation of Business from the Company,” that in May 2023, Mr. Miller contacted representatives of the Company to solicit
potential business from the Company on behalf of Visual Intelligence. Please revise this section to disclose whether Visual Intelligence
had any preexisting business relationship with the Company, and if so, the extent of that relationship.

Response:
The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised
the disclosure on page 8 of the Preliminary Proxy Statement to disclose that, as of May 2023, “Visual Intelligence did not have
any active business relationship with the Company, but had previously held discussions with the Company’s tower operations group
and had conducted initial field tests on a limited number of the Company’s towers in relation to drone flights for tower inspections
and digital twins.”

 4. We note on page 12 of the Proxy Statement, under the heading “The Fiber Review Committee’s
Strategic Review,” that the Fiber Review Committee discussed the Boots Group’s proposal at its initial meeting on January
10, 2024. Please expand this section to

  3

  reflect any subsequent discussions of the Boots Group’s proposal by the Fiber Review Committee,
including its assessment of such proposal.

Response:
The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has
revised the disclosure on page 12 of the Preliminary Proxy Statement to disclose that, at its initial meeting on January 10, 2024,
the Fiber Review Committee discussed the proposal of Mr. Miller and the Boots Group, and also discussed a request by Mr. Miller that
the Boots Group be afforded an opportunity to present its proposal to the Board. At the conclusion of this meeting, the Fiber Review
Committee recommended that the Board extend an invitation to the Boots Group to present its proposal to the Board at a
teleconference meeting of the Board to be held in the near future. The Fiber Review Committee did not have any further specific
discussions of the Boots Group’s proposal at subsequent meetings, following the referral of the Fiber Review Committee
recommendation to the Board. As noted on pages 12 and 17 of the Preliminary Proxy Statement, the Board met with Mr. Miller and
the Boots Group on January 30, 2024 and March 21, 2024.

 5. We note on page 15 of the Proxy Statement that Elliott agreed to irrevocably waive certain provisions
of the Cooperation Agreement, as amended, on March 14, 2024. We also note that a Form 8-K was filed by the Company on December 20, 2023
and March 4, 2024 disclosing the Company’s entry into the Cooperation Agreement and a subsequent amendment to the Cooperation Agreement,
respectively. Please advise us in your response letter why the Company did not file an Item 1.01 Form 8-K reporting the March 2024 Waiver.

Response:
The Company respectfully acknowledges the Staff’s comment. The Company believes that the March 2024 Waiver is not a material
amendment to the Cooperation Agreement that required disclosure pursuant to Item 1.01 of Form 8-K. The March 2024 Waiver was not an agreement
by the registrant. It was a unilateral action taken by Elliott to waive the obligation of the Company under the Cooperation Agreement
to recommend that its stockholders vote in favor of the Board’s nominees, to solicit proxies and to vote the shares for which the
Company is granted a proxy in favor of the Board’s nominees (the “Recommendation Provision”). On February 23, 2024,
20 days prior to the Company’s receipt of the March 2024 Waiver, the Delaware Court of Chancery issued its decision in West Palm
Beach Firefighters’ Pension Fund v. Moelis & Co., 2024 WL 747180 (Del. Ch. Feb. 23, 2024) (“Moelis”), holding
that a provision in a stockholder agreement mandating a board of directors to recommend the stockholder’s designees was facially
invalid. As a result of the Moelis decision and the pending litigation in Theodore B. Miller, Jr., et al. v. P. Robert Bartolo, et
al. (C.A. No. 2024-0176-JTL) that asserted that certain provisions of the Cooperation Agreement were invalid in light of the Moelis
decision, the Company believed that the Recommendation Provision was likely unenforceable and the rights contained in the Recommendation
Provision did not continue to be available or exercisable. We note that there was significant publicity in the marketplace around the
Moelis decision and its effect on stockholders agreements. As a result, the Recommendation Provision ceased to be a material provision
of the Cooperation Agreement and the March 2024 Waiver was thus not a material amendment to the Cooperation Agreement that had to be disclosed
pursuant to Item 1.01 of Form 8-K.

  4

Reasons for the Board's Recommendation to Vote
for the Company Nominees, page 19

 6. On page 20 of the Proxy Statement, you refer to one or more of the Company Nominees as being “direct
[representatives] from one of the Company’s largest stockholders.” Please revise to identify this stockholder and disclose
the beneficial ownership of such stockholder, or cross-reference the beneficial ownership table on page 88 of the Proxy Statement if they
are included therein.

Response:
The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised
the disclosure on page 20 of the Preliminary Proxy Statement to address the Staff’s comment, including by disclosing that such Company
Nominee is an affiliate of Elliott and describing Elliott as a “significant” Company stockholder. The Company has further
revised this statement to provide reference to the beneficial ownership table on page 88 of the Preliminary Proxy Statement.

Information About the Annual Meeting, page 93

 7. On page 98 of the Proxy Statement, you describe a “broker non-vote” and its effects on
the various proposals to be presented at the Annual Meeting. Please revise this disclosure to clarify that when a broker provides the
Boots Group’s proxy materials to a beneficial owner, “broker non-votes” (1) will not be considered votes cast on Proposal
2, (2) will have no effect on the outcome of Proposal 2, and (3) will not be counted in determining whether a quorum exists at the Annual
Meeting in those circumstances.

Response:
The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised
the disclosure both on page 98 of the Preliminary Proxy Statement and throughout the Preliminary Proxy Statement relating to broker non-votes
to make the requested clarifications.

*    *    *    *

The Company acknowledges that it is responsible for the
accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Should you require any additional information or have
any additional questions, please contact me at 212-373-3161.

  Very truly yours,

  /s/ Andrew D. Krause

  Andrew D. Krause

cc:     Donald J. Reid

          Crown Castle Inc.

United States securities and exchange commission logo
April 2, 2024
Donald J. Reid
Corporate Secretary
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024
Re:Crown Castle Inc.
PREC14A Filed March 25, 2024
File No. 001-16441
Dear Donald J. Reid:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your proxy statement.
PREC14A Filed March 25, 2024
General
1.In Appendix C, please disclose the beneficial ownership (if any) of the Participants'
associates, who are mentioned on pages C-5 and C-6, in any securities of the Company as
well as the name and address of each such associate. See Item 5(b)(1)(ix) of Schedule
14A.
2.On the preliminary proxy card and on page 95 of the Proxy Statement, you indicate that
the proxy card will be voted based on the Board’s recommendations if the proxy card is
properly executed and delivered, but does not specify voting instructions. Please revise to
clarify whether you are describing an entirely unmarked, but signed proxy card, or one
that is signed and marked as to other matters but not marked as to the particular proposal
addressed in your disclosure.
Background to the Solicitation, page 8
3.We note on page 8 of the Proxy Statement, under the heading “Ted Miller’s Initial

 FirstName LastNameDonald J. Reid
 Comapany NameCrown Castle Inc.
 April 2, 2024 Page 2
 FirstName LastName
Donald J. Reid
Crown Castle Inc.
April 2, 2024
Page 2
Outreach and Solicitation of Business from the Company,” that in May 2023, Mr. Miller
contacted representatives of the Company to solicit potential business from the Company
on behalf of Visual Intelligence. Please revise this section to disclose whether Visual
Intelligence had any preexisting business relationship with the Company, and if so, the
extent of that relationship.
4.We note on page 12 of the Proxy Statement, under the heading “The Fiber Review
Committee’s Strategic Review,” that the Fiber Review Committee discussed the Boots
Group’s proposal at its initial meeting on January 10, 2024. Please expand this section to
reflect any subsequent discussions of the Boots Group’s proposal by the Fiber Review
Committee, including its assessment of such proposal.
5.We note on page 15 of the Proxy Statement that Elliott agreed to irrevocably waive certain
provisions of the Cooperation Agreement, as amended, on March 14, 2024. We also note
that a Form 8-K was filed by the Company on December 20, 2023 and March 4, 2024
disclosing the Company’s entry into the Cooperation Agreement and a subsequent
amendment to the Cooperation Agreement, respectively. Please advise us in your response
letter why the Company did not file an Item 1.01 Form 8-K reporting the March 2024
Waiver.
Reasons for the Board's Recommendation to Vote for the Company Nominees, page 19
6.On page 20 of the Proxy Statement, you refer to one or more of the Company Nominees
as being “direct [representatives] from one of the Company’s largest stockholders.” Please
revise to identify this stockholder and disclose the beneficial ownership of such
stockholder, or cross-reference the beneficial ownership table on page 88 of the Proxy
Statement if they are included therein.
Information About the Annual Meeting, page 93
7.On page 98 of the Proxy Statement, you describe a “broker non-vote” and its effects on
the various proposals to be presented at the Annual Meeting. Please revise this disclosure
to clarify that when a broker provides the Boots Group’s proxy materials to a beneficial
owner, “broker non-votes” (1) will not be considered votes cast on Proposal 2, (2) will
have no effect on the outcome of Proposal 2, and (3) will not be counted in determining
whether a quorum exists at the Annual Meeting in those circumstances.

 FirstName LastNameDonald J. Reid
 Comapany NameCrown Castle Inc.
 April 2, 2024 Page 3
 FirstName LastName
Donald J. Reid
Crown Castle Inc.
April 2, 2024
Page 3
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
March 7, 2024
Dan Schlanger
Chief Financial Officer
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024
Re:Crown Castle Inc.
DEFA14A Filed March 5, 2024
File No. 001-16441
Dear Dan Schlanger:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Defined terms used herein have the same meaning as in your soliciting materials.
DEFA14A Filed March 5, 2024
Press Release Dated March 5, 2024
1.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for such opinion or belief. Support for any such
opinions or beliefs should be self-evident or disclosed in the soliciting materials. In future
filings, please recharacterize and/or provide support for the following opinions:

•"The facts are these: with the advice of counsel, Crown Castle entered in a market-
standard cooperation agreement with Elliott on December 19, 2023" (emphasis
added).
•"In truth, Mr. Miller is the one who seeks to dominate Crown Castle . . ." (emphasis
added).
•"Mr. Miller's proxy fight and his lawsuit seek above all else to prioritize his own
interests, regardless of the consequences for Crown Castle's shareholders" (emphasis
added).
            We remind you that the filing persons are responsible for the accuracy and adequacy of

 FirstName LastNameDan Schlanger
 Comapany NameCrown Castle Inc.
 March 7, 2024 Page 2
 FirstName LastName
Dan Schlanger
Crown Castle Inc.
March 7, 2024
Page 2
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
March 5, 2024
Theodore B. Miller, Jr.
Co-Managing Member of 4M Management Partners, LLC
Boots Parallel 1, LP
c/o 4M Management Partners, LLC
7800 Washington Ave., Suite 700
Houston, TX 77007
Re:Boots Parallel 1, LP
Crown Castle Inc.
DFAN14A Filed March 4, 2024
Filed By Boots Parallel 1, LP et al.
File No. 001-16441
Dear Theodore B. Miller:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used here have the same meaning as in your proxy statement.
DFAN14A Filed March 4, 2024
General
1.We reissue in part prior comment 1 in our letter dated February 29, 2024. In future filings
that state the cooperation agreement "does not require Elliott to maintain an equity
position in the Company," please clarify that the cooperation agreement still requires
Elliott to maintain economic exposure to the Company's common stock.
2.Avoid making statements that directly or indirectly impugn character, integrity or personal
reputation or make charges concerning improper, illegal or immoral conduct without
factual foundation. See Exchange Act Rule 14a-9. In future filings, avoid statements like
the following without appropriate factual foundation:

•"Today’s rewrite of Crown Castle’s cooperation agreement with Elliott Management
is a clear admission that the Board of Directors’ process was tainted and that it acted

 FirstName LastNameTheodore B. Miller, Jr.
 Comapany NameBoots Parallel 1, LP
 March 5, 2024 Page 2
 FirstName LastName
Theodore B. Miller, Jr.
Boots Parallel 1, LP
March 5, 2024
Page 2
unlawfully” (emphasis added).
•“By now recutting the fundamentally flawed cooperation agreement and conceding
the opposite, these faithless fiduciaries have shredded any remaining credibility”
(emphasis added).
•“Shareholders have been abused by the Board’s actions, which continue to waste
shareholder resources amid a disastrous era that has seen tens of billions of
shareholder value destroyed.”
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
February 29, 2024
Theodore B. Miller, Jr.
Co-Managing Member of 4M Management Partners, LLC
Boots Parallel 1, LP
c/o 4M Management Partners, LLC
7800 Washington Ave., Suite 700
Houston, TX 77007
Re:Boots Parallel 1, LP
Crown Castle Inc.
DFAN14A Filed February 28, 2024
Filed By Boots Parallel 1, LP et. al.
File No. 001-16441
Dear Theodore B. Miller:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Defined terms used here have the same meaning as in your proxy statement.
DFAN14A Filed February 28, 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.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at

 FirstName LastNameTheodore B. Miller, Jr.
 Comapany NameBoots Parallel 1, LP
 February 29, 2024 Page 2
 FirstName LastName
Theodore B. Miller, Jr.
Boots Parallel 1, LP
February 29, 2024
Page 2
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

Mail Stop 3233
May 26, 201 7

Via E -mail
Mr. Daniel K. Schlanger
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta  Drive, Suite 600
Houston , TX  77057 -2261

Re:  Crown Castle International Corp.
 Form 10-K for the  fiscal  year ended December  31, 2016
Filed February  22, 201 7
File No. 1-16441

Dear Mr. Schlanger :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

        /s/ Eric McPhee

Eric McPhee
Senior Staf f Accountant
Office of Real Estate & -
    Commodities

CORRESP
1
filename1.htm

		Document

May 15, 2017

Eric McPhee

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

RE:    Crown Castle International Corp.

Form 10-K for the fiscal year ended December 31, 2016

Filed February 22, 2017

Form 8-K dated January 25, 2017

Filed January 25, 2017

File No. 1-16441

Dear Mr. McPhee:

We are responding to your recent letter in which you provided comment on the Crown Castle International Corp. (“Company”) Form 10-K for the fiscal year ended December 31, 2016 filed on February 22, 2017 (“Form 10-K”) and the Company’s Form 8-K dated and filed January 25, 2017 (“Form 8-K”).  For the convenience of the Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

Staff Comment:

Form 8-K filed January 25, 2017

Exhibit 99.1

We note your presentation of the measure site rental gross margin. As this measure appears to be a non-GAAP measure, in future filings please provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K.

Company Response:

We acknowledge the Staff’s comment and, in future filings, we will provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K with respect to our presentation of site rental gross margin.

* * * *

If you would like to discuss our responses to the comment or if you would like to discuss any other matters, please contact the undersigned at (713) 570-5105.  In my absence, please contact Ken Simon, Senior Vice President and General Counsel at (713) 570-5101.

1

Sincerely,

/s/ Daniel K. Schlanger

Daniel K. Schlanger

Senior Vice President and Chief Financial Officer

cc:    Howard Efron

2

Mail Stop 3233

May 3, 201 7

Via E -mail
Mr. Daniel K. Schlanger
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta  Drive, Suite 600
Houston , TX  77057 -2261

Re:  Crown Castle International Corp.
 Form 10-K for the  fiscal  year ended December  31, 2016
Filed February  22, 201 7
Form 8-K dated January  25, 2017
Filed January 25, 2017
File No. 1-16441

Dear Mr. Schlanger :

We have reviewed your filing s and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to our comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to our comment, we may have  addit ional comments.

Form 8 -K filed January 25, 2017

Exhibit 99.1

1. We note your presentation of the measure site rental gross margin. As this measure
appears to be a non -GAAP measure, in future filings please provide the disclosures
required by Item 10(e)(1)(i) of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Daniel  K. Schlanger
 Crown Castle International Corp.
 May 3, 2017
 Page 2

 You may contact Howard Efron, Staff Accountant, at (202) 551 -3439 or me at (202) 551 -
3693 with any questions.

Sincerely,

        /s/ Eric McPhee

Eric McPhee
Senior Staf f  Accountant
Office of Real Estate & -
    Commodities

June 12 , 2015

Via E -mail
Jay A. Brown
Senior Vice President, Chief  Financial  Officer  and Treasurer
Crown Castle International  Corp.
1220 Augusta Drive, Suite 600
Houston, TX 77057

Re: Crown Castle International Corp.
 Form 10 -K for the Year Ended December 31 , 2014
 Filed February 19, 2015
File No s. 001-16441

Dear M r. Brown :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes  the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Wilson K. Lee

Wilson K. Lee
Senior Staff Accountant

CORRESP
1
filename1.htm

Correspondence

 May 27, 2015

Wilson K. Lee

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:
Crown Castle International Corp.

 Form 10-K for Fiscal Year Ended December 31, 2014

Filed: February 19, 2015

 File
No. 001-16441

 Dear Mr. Lee:

 We are responding to
your recent letter in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for year ended December 31, 2014 (“Form 10-K”). For the convenience of the Staff, the
Staff’s comment is reproduced and is followed by the Company’s response.

 Staff Comment:

Item 1. Business

 Strategy, page 2

1.
We note disclosure stating that substantially all of your wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure. Please advise
us how you measure the available capacity of your existing facilities to support additional tenants and generate additional site rental revenues.

Company Response:

 Generally, a wireless operator
utilizes approximately 10 vertical feet of space for the installation of its equipment on our towers. As of December 31, 2014, our U.S. tower portfolio had an average height per tower of approximately 160 feet and approximately 2.3 tenants per
tower.

 One common way to generally estimate available capacity is by comparing existing utilized space to the vertical heights of our towers (after
adjusting for minimum heights). Further, our estimated available capacity is based on our extensive historical experience with new tenant additions and modifications to existing tenant installations, whereby it is very unusual for a tower to not be
able to accommodate another tenant (in most cases, multiple additional tenants) after appropriate modification, including extensions or structural reinforcement.

 Staff Comment:

Item 2. Properties, page 16

2.
We note that you owned, leased or managed approximately 40,000 towers in the United States and approximately 1,800 towers in Australia. We further note your disclosure on page 16 that you have “offices in the
U.S., where [you] have high wireless infrastructure concentrations.” In future Exchange Act periodic reports, please disclose your areas of major geographic concentration, if any.

Company Response:

 We acknowledge the Staff’s
comment and note that our wireless infrastructure is located in all 50 states of the United States and Puerto Rico (“U.S.”). Our wireless infrastructure and our 40 offices are dispersed across the U.S and no state accounts for more than
10% of revenues. In future filings, we will make appropriate changes to clarify our disclosure that our offices are in locations convenient for the management and operation of our wireless infrastructure with a significant consideration being the
number of towers in a particular area.

3.
We note your disclosure on pages 8 and 23 that you expect that site rental revenues to be impacted by non-renewals. In future Exchange Act periodic reports, please provide disclosure regarding your lease expiration
schedule, including the gross annual revenue generated by any expiring leases, or advise.

 Company Response:

As disclosed on page 3 of our Form 10-K, we have historically had very low levels of customer non-renewals averaging 2% of site rental revenues over the last 5
years. On page 71 of our Form 10-K, we have disclosed our contracted revenues by year as well as the weighted average term of 7 years on page 1 and 22. On pages 8 and 23 of our Form 10-K, we have provided specific disclosure of the impact of
(1) Sprint’s decommissioning of its iDEN network, and (2) customer consolidation during the last two years (referred to within our Form 10-K as the “Acquired Networks”). We respectfully submit that a schedule of the
non-renewals is not necessary based on the historical low levels of non-renewals and level of disclosure already provided. In future filings, we will cross reference to the contracted revenue table on page 71 when we discuss the impact of
non-renewals.

 Staff Comment:

 Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 18

4.
We note your disclosure, on page 2 under “Strategy” and elsewhere, to the effect that your historical investments include purchasing shares of your common stock from time to time. In future Exchange Act
periodic reports, please include the disclosures required by Item 5 of Form 10-K and Item 703 of Regulation S-K, or advise.

Company Response:

 Please note that purchases of common
stock during the fourth quarter of 2014 totaled less than 1,000 shares (approximately $85,000). In future filings, we will provide the tabular disclosure as set forth in Item 703 of Regulation S-K.

 2

 Staff Comment:

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 22

5.
We note your use of Funds from Operations (FFO) in your earnings release. Please explain to us whether you consider FFO to be a key performance indicator. To the extent that you do consider it to be a key performance
indicator, please disclose FFO in future Exchange Act periodic reports and please reconcile net income to FFO as defined by NAREIT.

Company Response:

 We do not consider FFO to be a key
performance indicator. We do not use FFO as a measurement in any employee compensation arrangements or as a measurement of our operating performance. We do provide FFO in certain of our investor releases only to assist certain investors in the REIT
community who may find this metric helpful in assessing performance of our business operations. We reconcile net income to FFO when we disclose this metric.

Staff Comment:

 2. Summary of Significant
Accounting Policies

 Property and Equipment, page 49

6.
In future filings, please clearly describe your capitalization policy as it relates to construction/development costs including, salaries and G&A, real estate taxes and any other significant amounts that are
capitalized during the pre-acquisition phase and the construction phase. Please disclose the periods of capitalization including a discussion of when capitalization period begins and ends. Reference is made to paragraphs 835-20-25-2 and 3 and
970-340-25-8 of the Financial Accounting Standards Codification (ASC). Additionally, please disclose interest costs capitalized for periods presented pursuant to paragraph 835-20-50-1(b) of the ASC and to the extent material, payroll expenditures
capitalized for all periods presented with a narrative discussion of significant fluctuations.

 Company Response:

We note that capitalized interest and capitalized labor costs for the year ended December 31, 2014 were approximately $3 million and approximately $24
million, respectively, which in the aggregate represents approximately 3% of our total capital expenditures for the same period. We acknowledge the Staff’s Comment and in our Form 10-K for the year ended December 31, 2015, we will provide
in our summary of significant accounting policies the requested capitalization policy and the amount of labor and interest costs capitalized.

 Staff
Comment:

 Item 15. Exhibits, Financial Statement Schedules, page 79

7.
Outside of Schedule II, you indicate that all other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes. Given that you are
structured as a real estate investment trust, it appears Schedule III would be applicable. It is not clear from your financial statements and notes that the information required by Schedule III has been provided. Please clarify how you have complied
with the requirements of Rule 5-04 of Regulation S-X for Schedule III.

 3

 Company Response:

We respectfully acknowledge the Staff’s comment. As a result of the large volume of wireless infrastructure owned by the Company, including approximately
40,000 towers in the U.S., we believe it would be impractical to provide the information on Schedule III on a property-by-property basis. Further, the gross amount at which the properties are carried is evenly dispersed across our 40,000 tower
properties, with no single property accounting for more than 0.05% of the total gross assets. Accordingly, we respectfully submit that we file a Schedule III in future filings in a format substantially similar to that set forth below.

 4

 CROWN CASTLE INTERNATIONAL CORP.

SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION

Description

Encumbrances

Initial
cost to
company

Cost
capitalized
subsequent
to
acquisition

Gross amount
carried at close
of current
period

Accumulated
depreciation at
close of current
period

 Date of
construction

 Date
acquired

 Life on which
depreciation

in latest

income
statement is
computed

 XX,XXX towers (1)

$
XXX,XXX
(2)

(3)

(3)

$
XXX,XXX
(4)

$
(XXX,XXX
)

Various

Various

Up to 20 years

(1)
No single property exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above. Count is exclusive of small cell nodes.

(2)
Certain assets secure debt of approximately $XX billion.

(3)
The Company has omitted this information, as it would be impracticable to compile such information on a property-by-property basis.

(4)
Does not include wireless infrastructure under construction.

2015

 Gross amount at beginning

$
 XXX,XXX

 Additions during period:

 Acquisitions through foreclosure

XXX,XXX

 Other acquisitions (1) (2)

XXX,XXX

 Wireless infrastructure construction

XXX,XXX

 Purchase of land interests

XXX,XXX

 Revenue generating capital expenditures

XXX,XXX

 Sustaining capital expenditures

XXX,XXX

 Other

XXX,XXX

 Total additions

XXX,XXX

 Deductions during period:

 Cost of real estate sold or disposed

(XXX,XXX
)

 Other

(XXX,XXX
)

 Total deductions:

(XXX,XXX
)

 Balance at end

$
 XXX,XXX

(1)
Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations as presented in the Company’s Annual Report on Form 10-K.

(2)
Includes acquisitions of wireless infrastructure.

2015

 Gross amount of accumulated depreciation at beginning

$
 XXX,XXX

 Additions during period:

 Depreciation

XXX,XXX

 Total additions

XXX,XXX

 Deductions during period:

 Amount for assets sold or disposed

(XXX,XXX
)

 Other

(XXX,XXX
)

 Total deductions

(XXX,XXX
)

 Balance at end

$
 XXX,XXX

 * * * *

 6

 We acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

the Company may not 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.

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 the undersigned at
(713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

 /s/ Jay A. Brown

 Jay A. Brown

 Senior Vice President, Chief
Financial Officer and Treasurer

cc:
Eric Mcphee

 Sara Von Althann

Jennifer Gowetski

May 18, 2015

Via E -mail
Jay A. Brown
Senior Vice President, Chief  Financial  Officer  and Treasurer
Crown Castle International  Corp.
1220 Augusta Drive, Suite 600
Houston, TX 77057

Re: Crown Castle International Corp.
 Form 10 -K for the Year Ended December 31 , 2014
 Filed February 19, 2015
File No s. 001-16441

Dear M r. Brown :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31 , 2014

Item 1. Business

Strategy, page 2

1. We note your disclosure stating that substantially all of your wireless infrastructure can
accommodate additional tenancy, either as currently constructed or with appropriate
modifications to the structure .  Please advise us how you measu re the available capacity
of your existing facilities to support additional tenants and generate additional site rental
revenues.

Item 2. Properties, page 16

2. We note that you owned, leased or managed approximately 40,000 towers in the United
States and  approximately 1,800 towers in Australia.  We further note your disclosure on
page 16 that you have “ offices in the U.S. where [you]  have high wireles s infrastructure

Jay A. Brown
Crown Castle International Corp.
May 18, 2015
Page 2

 concentrations.”  In future Exchange Act periodic reports, please disclose your areas of
major geographic concentration, if any.

3. We note your disclosure on pages 8 and 23 that you expect that site rental revenues to be
impacted by non -renewals.  In future Exchange Act periodic reports, please provide
disclosure regarding your lease expiration schedule, including the gross annual rev enue
generated by any expiring leases, or advise.

Item 5. Market  for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities , page 18

4. We note your disclosure, on page 2 under “Strategy” and elsewhere, to the ef fect that
your historical investments include purchasing shares of your common stock from time to
time.  In future Exchange Act periodic reports, please include the disclosures required by
Item 5 of Form 10 -K and Item 703 of Regulation S -K, or advise.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations , page 22

5. We note your use of Funds from Operations  (FFO)  in your earnings  release. Please
explain to us whether you consider FFO to be a key performance indicator.  To the extent
that you do consider it to be a key performance indicator, please disclose FFO in future
Exchange Act periodic reports and please  reconcile net income to FFO as defined by
NAREIT.

2. Summary of Significant Accounting Policies

Property and Equipment, page 4 9

6. In future filings, please clearly describe your capitalization policy as it relates to
construction/development costs including, salaries and G&A, real estate taxes and any
other significant amounts that are capitalized during the pre -acquisition phase and the
construction phase.   Please disclose the periods of capitalization including a discussion of
when the capitalization period begins and ends.  Reference is made to paragraphs 835 -20-
25-2 and 3 and 970 -340-25-8 of the Financial Accou nting Standards Codification (ASC).
Additionally, please disclose interest costs capitalized for periods presented pursuant to
paragraph 835 -20-50-1(b) of the ASC and to the extent material, payroll expenditures
capitalized for all periods presented with  a narrative discussion of significant fluctuations.

Item 15. Exhibits, Financial Statement Schedules, page 79

7. Outside of Schedule II, you indicate that all other schedules are omitted because they are
not applicable or because the required information is contained in the financial statements
or notes.   Given that you are structured as a real estate investment trust, it appears

Jay A. Brown
Crown Castle International Corp.
May 18, 2015
Page 3

 Schedule III would be applicable.   It is not clear from your financial sta tements and
notes that the information required by Schedule III has been provided.   Please clarify
how you have complied with the requirements of Rule 5 -04 of Regulation S -X for
Schedule III.

 In responding to our comments, please provide  a written state ment from the company
acknowledging that:

 the company 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

 the company may not 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.

You may contact Eric McPhee at (202) 551 -3693 or me at (202) 551 -3468 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Sara Von Althann  at (202) 551 -3207 or Jennifer Gowetski  at (202) 551 -3401 with any other
questions.

Sincerely,

 /s/ Wilson K. Lee

Wilson  K. Lee
Senior S taff Accountant

July 29, 2014

Via E -mail
Mr. Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 600
Houston, Texas 77057

Re: Crown Castle International Corp.
Form 10-K for the Year Ended December 31, 2013
Filed February 24, 2014
  File No. 1 -16441

Dear Mr. Brown :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response  to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secur ities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 July 28, 2014

Mr. Larry Spirgel, Assistant Director

 United States
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

RE:
Crown Castle International Corp.

 Form 10-K for Fiscal Year Ended December 31, 2013

Filed: February 24, 2014

File No. 1-16441

 Dear Mr. Spirgel:

 We are responding to your recent letter in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report on
Form 10-K for year ended December 31, 2013 (“Form 10-K”). For the convenience of the Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

Staff Comment:

 Debt Covenants, page 33

1.
We note disclosure under this heading and in Note 7 of the financial statements indicating that you had no financial covenant violations currently, nor as of and for the year ended December 31, 2013. However,
the table on page 34 appears to indicate that as of December 31, 2013 you failed the debt to adjusted consolidated cash flow ratio covenant related to your 2012 Secured Notes. Please clarify.

Company Response:

 The Company’s various debt
obligations contain covenants, including (1) financial maintenance covenants, (2) restrictive negative covenants, or (3) other non-financial covenants. The covenant related to the 2012 Secured Notes is a restrictive negative covenant
that is applicable only for the purposes of determining at a given time the Company’s ability to incur additional debt at the particular subsidiaries issuing such indebtedness, and as such is not a financial maintenance covenant. The Company
would note that, as is often the case, the Debt to Adjusted Consolidated Cash Flow Ratio required to be met for additional debt incurrences in reliance on the ratio was purposefully set at issuance of the 2012 Secured Notes at a level that would
require an improvement in the ratio in order to make such future incurrences. This existing restriction on the ability to incur additional debt in reliance on the ratio is not a covenant violation.

In future Form 10-K filings, the Company will revise the disclosure in Item 7 Management’s Discussion and Analysis of Financial Condition and
Results of Operations, as well in the Notes to the financial statements, to more clearly describe the various types of covenants and more clearly separate the financial maintenance covenants and the Company’s compliance therewith.

 Staff Comment:

17.
Operating Segments and Concentration of Credit Risk

 Geographic
Information, page 78

2.
Refer to your long-lived assets disclosure. In future filings, please exclude the intangible assets, including goodwill amount, from the disclosure pursuant to ASC 280-10-55-23.

Company Response:

 The Company will exclude from future
filings intangible assets, including goodwill amounts, from the long-lived assets included in its geographic information disclosure.

 * * *
*

 We acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

the Company may not 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.

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 the undersigned at
(713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

 /s/ Jay A. Brown

 Jay A. Brown

Senior Vice President, Chief Financial

Officer and Treasurer

Cc:
Robert S. Littlepage

Cc:
Kenya Wright Gumbs

Cc:
Christie Wong

July 8, 2014

Via E -mail
Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 600
Houston, Texas 77057

Re: Crown Castle International Corp.
Form 10-K for the Fiscal Year Ended  December 31, 2013
Filed February 24, 2014
  File No. 1-16441

Dear Mr. Brown :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document .  Please comply with the following comments in
future filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
inform ation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  commen ts, we may
have  additional comments.

Debt Covenants, page 33

1. We note disclosure under this heading and in Note 7 of the financial statements indicating
that you had  no finan cial covenant violations currently, nor as of and for the year ended
December 31,  2013.  However, the table on page 34 appears to indicate that as of
December 31, 2013 you failed the debt to adjusted consolidated cash flow ratio covenant
related to your 2012 Secured Notes.  Please clarify.

Jay A. Brown
Crown Castle International Corp.
July 8, 2014
Page 2

 17. Operating Segments and Concentration of Credit Risk

Geographic Information, page 78

2. Refer  to your long-lived assets disclosure.  In future filings, p lease exclude the intangi ble
assets, including goodwill amount , from the disclosure pursuant to ASC 280-10-55-23.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes t o disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not 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.

You may contact Christie Wong, Staff  Accountant, at (202) 551 -3684  or Kenya Wright
Gumbs , Staff Accountant , at (202) 551 -3373  if you have questions regarding comments on the
financial statements and related ma tters.  Please contact me at (202) 551 -3810 with any other
questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

July 2, 2013

Via E -mail
Mr. Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 500
Houston , Texas 77057 -2261

Re: Crown Castle International Corp.
Form 10-K for the Year Ended  December 31, 2012
Filed February 12, 2013
  File No. 001-16441

Dear Mr. Brown:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 June 26, 2013

Mr. Larry Spirgel, Assistant Director

United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

RE:
 Crown Castle International Corp.

 Form 10-K for Fiscal Year Ended December 31, 2012

 Filed: February 12, 2013

 File No. 001-16441

Dear Mr. Spirgel:

 We are
responding to your letter dated June 17, 2013, in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for year ended December 31, 2012 (“Form 10-K”). For the
convenience of the Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

 Staff Comment:

 Accounting for Acquisitions, page 32

1.
 We note your response to comment one. Tell us how you considered the guidance in paragraphs 36 and 38(b) of ASC 840-10-25 in your accounting since
the lease involves both land and buildings (i.e. towers) and does not meet the bargain purchase option criterion.

Company Response:

First, as background, the Company acquired the rights and obligations related to the following in the T-Mobile Transaction:
(1) towers, (2) rental income streams from T-Mobile for the space T-Mobile occupies on the towers, (3) rental income streams from other tenants on the towers and (4) land interests under the towers, of which in excess of 98% are
leases of the land with numerous landlords with a weighted-average remaining lease term of approximately 20 years. The assignment to the Company of the rights and obligations under the land leases includes substantially all site lease obligations
including the obligation to pay the monthly rental fee to the respective landlords through the end of the respective lease term of such land leases. As such, there are two categories of payments made by the Company related to the T-Mobile
Transaction: (1) the purchase price paid at closing and (2) the on-going payments related to the obligations and rights obtained at the sites, predominantly the rents paid to landlords who own the land under the towers.

With respect to the Staff’s comment, the substance of the T-Mobile Transaction is that the Company has obtained the rights to two
distinct and separable tangible assets via two separate payment streams, as follows: (1) the lease of the towers from T-Mobile, the remuneration for which was included in the purchase price of the T-Mobile Transaction and (2) rights to the
land under the towers, the remuneration for which is due to the land owners (not T-Mobile) and is predominantly paid monthly by the Company from the closing of the T-Mobile Transaction through the end of the applicable land lease terms. The

Company has accounted for the tower leases separately from the land leases, with the tower leases recorded as capital leases and the land leases recorded as operating leases in accordance with
ASC 840-10-25. Specifically as it relates to the paragraphs cited in the Staff’s comment (paragraphs 36 and 38(b)), the fair value of the land is in excess of 25% of the combined fair value of the land and the tower (thus the fragmentation
criteria under ASC 840-10-25-38(b) is met). The measurement of the tower capital lease asset is based on the fair value of the tower only while the land leases are recorded based on their separate contractual rents accounted for as operating leases
(ASC 840-10-25-37). Additionally, in purchase accounting, the Company has also allocated a portion of the up-front consideration paid to T-Mobile to the intangible asset or liability associated with favorable or unfavorable land lease terms.

 * * * *

 We acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 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

•

 the Company may not 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.

 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 the undersigned at (713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

/s/ Jay A. Brown

 Jay A. Brown

 Senior Vice
President, Chief Financial
Officer and Treasurer

Cc:
 Robert S. Littlepage

Cc:
 Ivette Leon

Cc:
 Kathryn Jacobson

 2

June 17, 2013

Via E -mail
Mr. Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 500
Houston , Texas 77057 -2261

Re: Crown Castle International Corp.
Form 10-K for the Year Ended  December 31, 2012
Filed February 12, 2013
Response dated May 31, 2013
  File No. 001-16441

Dear Mr. Brown:

We have  reviewed your response letter  and have the following comment .  As noted in our
letter dated April 26, 2013, we have  limited our review to only your financial statements and
related disclosures and do not intend to expand our review to other portions of y our documents.
In our comment, we asked you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you wi ll provide the requested response.   If you do not
believe our comment  applies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment , we may have
additional comments .

Form 10 -K for the Year Ended December 31, 2012

Accounting for Acquisitions, page 32

1. We note your response to comment one.   Tell us how you considered the guidance in
paragraphs 36 and 38(b) of ASC 840 -10-25 in your accounting since the lease involves
both land and buildings (i.e.  towers) and does not meet the bargain purchase option
criterion.

Mr. Jay A. Brown
Crown Castle International Corp.
June 17, 2013
Page 2

You may contact  Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or Ivette
Leon , Assistant Chief Accountant , at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

SEC Comment Response

 May 31, 2013

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

RE:
Crown Castle International Corp.

Form 10-K for Fiscal Year Ended December 31, 2012

 Filed: February 12, 2013

 File No. 001-16441

Dear Mr. Spirgel:

 We are responding to
your letter dated May 23, 2013, in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for year ended December 31, 2012 (“Form 10-K”). For the convenience of the
Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

 Staff Comment:

Accounting for Acquisitions, page 32

1.
We note your response to comment one. Absent a bargain purchase option in the T-Mobile lease transaction, tell us how you determined that the lease met the criteria to
be classified as a capital lease. Refer to ASC 840-10-25 and advise.

 Company Response:

With respect to the T-Mobile Transaction, the Company determined that the lease of approximately 6,200 tower assets pursuant to a master prepaid lease met
the criteria to be classified as a capital lease based, at a minimum, upon the “lease term” criterion in ASC 840-10-25. The individual lease term expirations for the tower assets subject to the master prepaid lease range from 23 to 37
years (with a weighted-average term of 28 years based on site rental gross margin). In accordance with the “lease term” criterion in ASC 840-10-25, the Company has accounted for the master prepaid lease as a capital lease since the lease
term expirations occur beyond 75% of the estimated economic life of the tower assets, 20 years, which is also the longest period over which the tower assets are depreciated (see “Property and Equipment” on page 46 of the Form 10-K for
additional information).

 Staff Comment:

 Potential Future Borrowings of Incremental Debt, page 35

 6. Debt and Other Obligations,
page 58

2.
We note your response to comment two. It is unclear to us why your projected average interest rate of variable rate debt for various terms through 2019 is predicated on
a “1/8 of a percent point over a 12-month period,” instead of the yields or interest rates across the time to maturity. Please advise or revise.

 Company Response:

 With regard to the table on page 36 of the Form 10-K, the Company’s
projected average interest rate for variable rate debt is not predicated on a 1/8 of a percentage point over a 12-month period; rather, the information is based upon rates currently in effect, including the effect of LIBOR floors. The
Company’s reference to the “1/8 percentage point over a 12 month period” relates to the separate sensitivity disclosure as further discussed below. To provide additional clarity to readers, in the Company’s Form 10-Q for the
quarterly period ended March 31, 2013 (“Form 10-Q”), the Company disclosed that the variable rates are based on rates currently in effect, and the Company intends to continue to provide such clarifying disclosure.

In accordance with Item 305(a)(ii)(A) of Regulation S-K, the Company has elected to provide a sensitivity disclosure on page 35 under Floating
Rate Debt as it relates to interest rate risks. The table on page 36 is supplemental information provided for the benefit of the reader and is based on (1) stated rates (for fixed rate debt) and (2) rates currently in effect (for
variable rate debt). Furthermore, the Company also provides the following information in its filings to allow readers to better understand its market risk with respect to variable rate debt: (1) debt amounts by instrument, (2) debt
maturities by year, (3) the maturity date of each debt instrument, (4) associated LIBOR floors for applicable debt instruments, and (5) credit spreads for each item of indebtedness.

In summary, the Company believes that the information it currently discloses, including the additional disclosure of the basis for variable interest
rates presented beginning with the most recent Form 10-Q, is sufficient to provide a reader with an understanding of the market risk related to the Company’s variable rate debt.

* * * *

 We acknowledge that:

•
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•
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

•
the Company may not 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.

 2

 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 the undersigned at (713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

 /s/ Jay A. Brown

Jay A. Brown

Senior Vice President, Chief Financial Officer and Treasurer

Cc:
Robert S. Littlepage

Cc:
Ivette Leon

Cc:
Kathryn Jacobson

 3

May 2 3, 2013

Via E -mail
Mr. Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 500
Houston , Texas 77057 -2261

Re: Crown Castle International Corp.
Form 10-K for the Year Ended  December 31, 2012
Filed February 12, 2013
  File No. 001-16441

Dear Mr. Brown:

We have  reviewed your response letter and have the following comments.  As noted in
our letter dated April 26, 2013, we have  limited our review to only your financial statements and
related disclosures and do not intend to expand our review to other portions of your documents.
In some of our comments, we may ask you to provide us with information so we may better
understand yo ur disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2012

Accounting for Acquisitions, page 32

1. We note your response to comment one.  Absent a bargain purchase option in the T -
Mobile lease transaction , tell us how you determined that the lease met the criteria to be
classified as a capital lease.  Refer to ASC 840 -10-25 and advise.

Potential Future Borrowings of Increment al Debt, page 35
6.  Debt and Other Obligations, page 58

2. We note your response to comment two.  It is unclear to us why your projected average
interest rate of variable rate debt for various terms through 2019 is predicated on a “1/8 of

Mr. Jay A. Brown
Crown Castle International Corp.
May 2 3, 2013
Page 2

 a percent point over a 12 -month period," instead of the yields or interest rates across the
time to maturity.  Please advise or revise.

You may contact  Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or Ivette
Leon , Assistant Chief Accountant , at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

Correspondence Letter

 May 6, 2013

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

RE:
Crown Castle International Corp.

Form 10-K for Fiscal Year Ended December 31, 2012

 Filed: February 12, 2013

 File No. 001-16441

Dear Mr. Spirgel:

 We are responding to
your letter dated April 26, 2013, in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for year ended December 31, 2012 (“Form 10-K”). For the convenience of the
Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

 Staff Comment:

Accounting for Acquisitions, page 32

1.
We note that with respect to business combinations that include towers that the Company leases or operates, such as the T-Mobile Towers and Sprint Towers, the Company
evaluates such agreements to determine treatment as capital or operating leases and identification of any bargain purchase option. Also, per the third paragraph of Note 1, you stated that “The Company has the option to purchase these towers
from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately $2.0 billion.” It is unclear how you determined that you have a bargain purchase option with respect to the towers in the T-Mobile
transaction since it appears that there is no significant difference between the amount you paid in the acquisition and the purchase option. Tell us more in detail how you evaluated the bargain purchase option in the T-Mobile transaction.

 Company Response:

 You are correct that, as disclosed on page 32 of the Company’s Form 10-K for the year ended December 31, 2012 (“Form 10-K”), the Company considers whether any bargain purchase options
are included in its business combinations. In the case of the purchase options relating to the T-Mobile Acquisition (as defined in the Form 10-K), the Company concluded that such aggregate purchase option payments of approximately $2.0 billion (to
purchase, between 2035 and 2049, the towers that the Company does not otherwise already own at the end of the respective lease or sublease terms) do not constitute a bargain purchase option(s). This conclusion was based upon several
factors, including (i) the magnitude of the purchase option payments, $2.0 billion, which, as you correctly noted, is not significantly different than the amount the Company paid at closing in the T-Mobile Acquisition and (ii) the
considerable uncertainty as to whether the Company will ultimately exercise the options and make such option payments, due to the substantial amount of time (ranging from 23 to 37 years) between the T-Mobile Acquisition date and the option exercise
and payment dates.

 Staff Comment:

 Potential Future Borrowings of Incremental Debt, page 35

 6. Debt and Other Obligations,
page 58

2.
Please clarify your footnote disclosure to explain how you calculated the weighted-average stated coupon rate for fixed rate debt. For instance, it is unclear how you
derived a weighted-average stated coupon rate of 2.8% in year 2017 based on debt with contractual maturity date of 2017 as reported in note 6. Additionally, please include a footnote describing how you derived the average interest rate for variable
rate debt. Refer to the Appendix to Item 305 of Regulation S-K.

 Company Response:

In the Form 10-K, the Company provides disclosure pursuant to Item 305(a) of Regulation S-K in two ways: (i) through sensitivity analysis
(“Sensitivity Analysis”) on page 35 (under “Floating Rate Debt”) with respect to variable rate debt and (ii) through the table on page 36 (“Market Risk Table”) with respect to fixed rate debt (disclosure in
the Market Risk Table regarding variable rate debt is provided as complementary disclosure).

 The disclosure set forth in the Market Risk
Table, including the average interest rate, is calculated (i) after giving effect to financing events occurring after the balance sheet date, and (ii) using the weighted-average stated coupon rate based on contractual maturities dates. For
example, the average interest rate presented in the Market Risk Table for 2017 is predominately inclusive of the interest rate associated with the $500 million aggregate principal amount of 2.381% notes (a tranche of notes within the 2012 Secured
Notes, as further described in footnote (m) to note 6 to the consolidated financial statements (“Note 6”)) but exclusive of the interest rate associated with the 7.75% Secured Notes, as such notes were redeemed in January 2013. In
future filings, the Company will clarify the footnote disclosure to the Market Risk Table to explain the calculation of the interest rate for years with significant principal amounts, such as 2017.

In addition, in future filings, the Company will disclose (i) that the weighted-average interest rate for variable debt in the Market Risk Table is
based upon rates currently in effect, (ii) a description of the variable rate debt consistent with footnote (c) of Note 6, including the description of the LIBOR floor (see page 58 of the Form 10-K) and (iii) the appropriate
cross-reference to the Sensitivity Analysis.

 * * * *

 We acknowledge that:

•
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•
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

•
the Company may not 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.

 2

 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 the undersigned at (713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

/s/ Jay A. Brown

Jay A. Brown

 Senior Vice President, Chief Financial

 Officer and Treasurer

Cc:
Robert S. Littlepage

Cc:
Ivette Leon

Cc:
Kathryn Jacobson

 3

April 2 6, 2013

Via E -mail
Mr. Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 500
Houston , Texas 77057 -2261

Re: Crown Castle International Corp.
Form 10-K for the Year Ended  December 31, 2012
Filed February 12, 2013
  File No. 001-16441

Dear Mr. Brown:

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comme nts, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2012

Accounting for Acquisitions, page 32

1. We note  that with respect to business combinations that include towers that the Company
leases or operates, such as the T -Mobile Towers and Sprint Towers, the Company
evaluates such agreements to determine treatment as capital or operating leases and
identificati on of any bargain purchase option.   Also, per the third paragraph of Note 1,
you stated that “The Company has the option to purchase these towers from T -Mobile at
the end of the respective lease or sublease terms for aggregate option payments of
approximat ely $2.0 billion.”  It is unclear how you determined that you have a bargain
purchase option with respect to the towers in the T -Mobile transaction since it appears

Mr. Jay A. Brown
Crown Castle International Corp.
April 26, 2013
Page 2

 that there is no significant difference between the amount you paid in the acquisition and
the purchase option.   Tell us more in detail how you  evaluated the bargain  purchase
option in the T -Mobile transaction.

Potential Future Borrowings of Incremental Debt, page 35
6.  Debt and Other Obligations, page 58

2. Please clarify your footnote disclosure to explain how you calculate d the weighted -
average stated coupon rate  for fixed rate debt.   For instance, it is unclear how you derived
a weighted -average stated coupon rate of 2.8%  in year 2017  based on debt with
contractual maturity date of 20 17 as reported in note 6.  Additionally, please include a
footnote describing how you derived the average interest rate for variable rate debt.
Refer to the Appendix to Item 305 of Regulation S -K.

We urge all persons who are responsible for the accura cy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts r elating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible f or 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

 the company may not 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.

You may contact  Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or Ivette
Leon , Assistant Chief Accounta nt, at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

September 5 , 2012

Via E -mail
Mr. Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 500
Houston, Texas 77057 -2261

Re: Crown Castle International Corp.
Form 10 -K for the Fiscal Year Ended December 31, 2011
Filed February 13, 2012
 File No. 001 -16441

Dear Mr. Brown:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securitie s laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ Robert S. Littlepage  for

Larry Spirgel
 Assistant Director

CORRESP
1
filename1.htm

Correspondence Filing

 August 28, 2012

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

RE:
Crown Castle International Corp.

 Form 10-K for Fiscal Year Ended December 31, 2011

 Filed:
February 13, 2012

 File No. 001-16441

 Dear Mr. Spirgel:

 We are responding to your letter dated August 20, 2012, in which you
provided comment on the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for year ended December 31, 2011 (“Form 10-K”). For the convenience of the Staff, the Staff’s comment is reproduced and
is followed by the Company’s response.

 Staff Comment:

 We note that you derive 21% of your revenues from Sprint Nextel. Per your disclosure, the elimination of Sprint’s push-to-talk network referred to as iDEN and deployment of Network Vision “will
likely result in Sprint not renewing certain contracts” with you. Please disclose in your MD&A how the non-renewal will impact your operations and cash flows in 2012 and subsequent periods.

Company Response:

 As disclosed in
MD&A on page 18 of the Form 10-K, at the time of filing the Form 10-K we expected “our new tenant additions, inclusive of the estimated impact from Sprint as it deploys network enhancements (referred to as Network Vision), would result in
an approximately 5% year over year growth in site rental revenues from 2011 to 2012.” The actual impact from Sprint’s Network Vision activity through the date of this letter has been consistent with our expectations as disclosed in
MD&A of the Form 10-K. Similarly, Sprint’s Network Vision activities have not adversely impacted cash flows to date in 2012, and we do not expect them to adversely impact cash flows for the remainder of 2012. With respect to future periods,
we anticipate that the estimated amount of our exposure to reductions to revenues from the Network Vision activities, including the impact from the termination of the iDEN network, will be approximately 2% to 3% of 2011 consolidated site rental
revenues in total but will be spread over multiple years and, therefore, not material. We respectfully submit that we will disclose in our MD&A in future filings that we do not expect that Network Vision and any related non-renewal of iDEN
leases will have a material adverse effect on our operations and cashflows for 2012 and subsequent periods.

 Staff Comment:

We note in footnote (c) that the impact of principal payments that will commence following the anticipated repayment dates of your tower revenue
notes on 2015, 2017 and 2020 are not considered.

Please revise to quantify in the footnote the principal amounts having anticipated repayment dates in 2015, 2017 and 2020 and the related interest included in the “Thereafter” column.
If true, disclose that you do not expect to repay such notes in full on or prior to their respective anticipated repayment dates. We note your disclosure in footnote (d) of Note 6 on page 53.

Company Response:

 As requested, the
Company will quantify in future filings the amount of the principal amounts related to anticipated repayment dates. The following represents an example of how such additional disclosure may appear in future filings in footnote (c) and
(d) to the contractual cash obligation table.

 “The January 2010 Tower Revenue Notes consist of three series of notes with principal
amounts of $300 million, $350 million and $1.3 billion, having anticipated repayments dates in 2015, 2017, and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0
million and $1.0 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively.”

 “If the WCP securitized notes
with a current face value of $317.3 million are not repaid in full by their anticipated repayment dates in 2015, . . .”.

 The Company
currently expects to refinance these notes on or prior to the respective anticipated repayment dates. We believe it is appropriate to reflect the quantitative disclosure in the contractual cash obligation table based on the contractual maturities.
Additionally, we believe it is appropriate to provide narrative disclosure related to the anticipated repayment dates. We respectfully submit that the additional disclosure shown above as well as our other disclosures elsewhere in our Form 10-K
including the liquidity section provide adequate disclosure.

 * * * *

 We acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 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

•

 the Company may not 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.

 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 the undersigned at (713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

 /s/ Jay A. Brown

 Jay A. Brown

Senior Vice President, Chief Financial

Officer and Treasurer

 Cc: Robert S. Littlepage

 2

August 20, 2012

Via E -mail
Mr. Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 500
Houston, Texas 77057 -2261

Re: Crown Castle International Corp.
Form 10 -K for the Fiscal Year Ended December 31, 2011
Filed February 13, 2012
 File No. 001 -16441

Dear Mr. Brown:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us wi th information so we may better understand your
disclosure.

Please respond to this letter within ten business days and indicate that you will comply
with our comments in future filings.   Confirm in writing that you will do so and also explain to
us how you intend to comply.  If you do not believe our comments apply to your facts and
circumstances or do not believe compliance in future disclosure is appropriate, please tell us why
in your response.

  After reviewing the information you provide in respons e to these comments, we may
have additional comments.
Form 10 -K for the Year Ended December 31, 2011
A substantial portion of our revenues is derived from a small number of customers …, page 8
1. We note that you derive 21% of your revenues from Sprint Nextel .  Per your disclosure, the
elimination of Sprint’s push -to-talk network referred to as iDEN and deployment of Network
Vision “will likely result in Sprint not renewing certain contracts” with you.  Please disclose
in your MD&A how the non -renewal will imp act your operations and cash flows in 2012 and
subsequent periods.

Mr. Jay A. Brown
Crown Castle International Corp .
August 20, 2012
Page 2

 Contractual Cash Obligations, page 27
2. We note in footnote (c) that the impact of principal payments that will commence following
the anticipated repayment dates of your tower revenue n otes on 2015, 2017 and 2020 are not
considered.  Please revise to quantify in the footnote the principal amounts having anticipated
repayment dates in 2015, 2017 and 2020 and the related interest included in the “Thereafter”
column.  If true, disclose that  you do not expect to repay such notes in full on or prior to their
respective anticipated repayment dates.  We note your disclosure in footnote (d) of Note 6 on
page 53.
We urge all persons who are responsible for the accuracy and adequacy of the disclosu re
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosu re, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy o f 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

 the company may not 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.

You may contact Kathryn Jacobson, Senior Accountant, at (202) 551 -3365 or Dean
Suehiro,  Senior Accountant, at (202) 551 -3384 if you have questions regarding comments on the
financial statements and related matters.  Please contact Paul Fischer,  Attorney -Advisor, at (202)
551-3415, Jessica Plowgian, Attorney -Advisor at (202) 551 -3367, or me at (202) 551 -3810 with
any other questions.

        Sincerely,

        /s/ Robert S. Littlepage  for

        Larry Spirgel
        Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3720

       October 28, 2009

Via U.S. Mail and Fax (713.570.3150)
Mr. Jay A. Brown Senior Vice President, Chief Financial Officer   and Treasurer Crown Castle International Corp. 1220 Augusta Drive Suite 500 Houston, TX 77057
RE: Crown Castle International Corp.
Form 10-K for Fiscal Year Ended December 31, 2008
Form 10-Q for Fiscal Quarters Ended March 31, 2009 and June 30, 2009 File No. 001-16441

Dear Mr. Brown:   We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.            S i n c e r e l y ,                                  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence Filing

 October 21, 2009

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

RE:
Crown Castle International Corp.

 Form 10-K for Fiscal Year Ended December 31, 2008

 Form 10-Q
for Fiscal Quarter Ended March 31, 2009 and June 30, 2009

 File No. 001-16441

 Dear Mr. Spirgel:

 We are responding to your
oral comment on October 15, 2009, in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for year ended December 31, 2008 and Form 10-Q for the quarters ended March 31,
2009 and June 30, 2009.

 Staff Comment:

1.
Please prospectively refine your accounting policy for evaluating long-lived assets for impairment to further consider significant customer relationships and
appropriately expand your disclosure in future filings.

 Company Response:

 The Company will prospectively refine its policy for evaluating long-lived assets for impairment to further consider significant customer
relationships and will appropriately expand its disclosure in future filings. The Company respectfully submits the following proposed disclosures to be included in its periodic filings upon implementing the refined policy in 2009. The Company’s
proposed disclosures will be added to (1) the Company’s “Summary of Significant Accounting Policies” in the notes to its consolidated financial statements and (2) the Company’s “Critical Accounting Policies and
Estimates” in the Accounting and Reporting Matters section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 The proposed revised disclosure to be included in the Company’s “Summary of
Significant Accounting Policies” in the notes to its consolidated financial statements is as follows:

 Intangible
Assets

 Intangible assets are included in “other intangible assets, net” on the Company’s consolidated
balance sheet and predominately consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) site rental customer contracts and customer relationships, (2) below-market leases for land under the
acquired towers, (3) term easement rights for land under the acquired towers, and (4) trademarks. The site rental customer contracts and customer relationships intangible assets are comprised of (1) the current term of the in-place
contracts, (2) the expected exercise of the renewal provisions contained within the existing current contracts, which automatically occur under contractual provisions, and (3) any associated relationships that are expected to generate
value following the expiration of all renewal periods under current contracts. Deferred credits related to above-market leases for land under its towers recorded in conjunction with acquisitions are recorded at the estimated fair value and are
included in “other liabilities” on the Company’s consolidated balance sheet.

 The useful lives of intangible
assets are estimated based on the period for which the intangible assets will benefit the Company and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is
computed using the straight-line method over the estimated useful lives of each of the intangible assets. The useful life of the site rental contracts and customer relationships intangible asset is limited by the maximum depreciable life of the
tower (20 years), as a result of the interdependency of the tower and site rental contracts and customer relationships. In contrast, the site rental contracts and customer relationships are estimated to provide economic benefits for several decades
because of the low rate of customer cancellations and high rate of renewals experienced to date. Thus, while site rental contracts are valued based upon the fair value of the site rental contracts, which includes assumptions regarding both
(1) customers’ exercise of optional renewals contained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contracts are amortized over a period
not to exceed 20 years as a result of the useful life being limited by the depreciable life of the tower.

 The carrying value
of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for
purposes of determining the unit of account for testing impairment of the site rental contracts and customer relationships. First, the Company pools the site rental contracts and customer relationships with the related tower assets into portfolio
groups for purposes of determining the unit of account for impairment testing. Secondly, and separately, the Company evaluates the site rental contracts and customer relationships by significant customer or by customer grouping for individually
insignificant customers, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use and eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is
recognized. Measurement of an impairment loss is based on the fair value of the asset.

 2

 The proposed revised disclosure to be included in the Company’s “Critical
Accounting Policies and Estimates” in the Accounting and Reporting Matters section of Management’s Discussion and Analysis of Financial Condition and Results of Operations is as follows:

 Accounting for Long-Lived Assets

 As of September 30, 2009, our largest asset is our telecommunications towers, approximately $4.2 billion net book value (roughly 85% of the property and equipment, net caption totaling $4.9 billion net book value), followed by
intangible assets and goodwill approximately $2.4 billion and $2.0 billion net book value respectively and predominately result from the acquisition of large tower portfolios (primarily the Global Signal Merger in 2007). The vast majority,
approximately $2.3 billion net book value at September 30, 2009, of our identifiable intangibles relate to the site rental contracts and customer relationships intangible asset. See note 1 to our consolidated financial statements for further
information regarding the nature and composition of the site rental contracts and customer relationship intangible asset.

 Valuation. We allocate the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. Any purchase price in excess of the net fair value of the assets
acquired and liabilities assumed is allocated to goodwill. The fair value of the vast majority of our assets and liabilities is determined either by using:

(1)
estimates of replacement costs (for tangible fixed assets such as towers) and

(2)
discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and customer relationships and above-market and
below-market leases).

 The purchase price allocation requires subjective estimates that, if incorrectly
estimated, could be material to our consolidated financial statements including the amount of depreciation, amortization and accretion expense. The most important estimates for measurement of tangible fixed assets are (1) the cost to replace
the asset with a new asset and (2) the economic useful life after giving effect to age, quality and condition. The most important estimates for measurement of intangible assets are (1) discount rates and (2) timing and amount of cash
flows including estimates regarding customer renewals and cancelations. The determination of the final purchase price allocation could extend over several quarters resulting in the use of preliminary estimates that are subject to adjustment until
finalized.

 We record the fair value of obligations to perform certain asset retirement activities, including requirements,
pursuant to our ground leases, to remove towers or remediate the land upon which our towers reside. In determining the fair value of these asset retirement obligations we must make several subjective and highly judgmental estimates such as those
related to: (1) timing of cash flows, (2) future costs, and (3) discount rates.

 Useful Lives. We are
required to make subjective assessments as to the useful lives of our tangible and intangible assets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly estimated, could be material to our consolidated
financial statements. Depreciation expense for our property and equipment is computed using the straight-line method over the estimated useful lives of our various classes of tangible assets. The substantial portion of our property and equipment
represents the cost of our towers which is depreciated with an estimated useful life equal to the shorter of (1) 20 years or (2) the term of the lease (including optional renewals) for the land under the tower.

 3

 The useful lives of our intangible assets are estimated based on the period for which the
intangible assets will benefit us and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated
useful lives of each of the intangible assets. The useful life of the site rental contracts and customer relationships intangible asset is limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the
tower and site rental contracts and customer relationships. In contrast, the site rental contracts and customer relationships are estimated to provide economic benefits for several decades because of the low rate of customer cancellations and high
rate of renewals experienced to date. Thus, while site rental contracts and customer relationships are valued based upon the fair value of the site rental contracts and customer relationships which includes assumptions regarding both
(1) customers’ exercise of optional renewals contained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contracts are amortized over a period
not to exceed 20 years as a result of the useful life being limited by the depreciable life of the tower.

 Impairment
Evaluation. We review the carrying values of intangible assets, property and equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We have the
following dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and customer relationships:

 (1) we pool site rental contracts and customer relationship intangible assets and property and equipment into portfolio groups; and

 (2) we separately pool site rental contracts and customer relationships by significant customer or by customer grouping for individually
insignificant customers, as appropriate.

 We first pool site rental contracts and customer relationship intangible assets and
property and equipment into portfolio groups for purposes of determining the unit of account for impairment testing because we view towers as portfolios and the towers and the related customer contracts are not largely independent of the other
towers in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) our limitations regarding disposal of towers, (2) the interdependencies of tower portfolios
and (3) the manner in which towers are traded in the marketplace. The vast majority of our site rental contracts and customer relationship intangible assets and property and equipment are pooled into the U.S. owned tower group. Secondly, and
separately, we pool site rental contracts and customer relationships by significant customer or by customer grouping for individually insignificant customers, as appropriate, for purposes of determining the unit of account for impairment testing
because we associate the value ascribed to site rental contracts and customer relationship intangible assets to the underlying contracts and related customer relationships acquired.

 Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be
recoverable will generally involve (1) a deterioration in an asset’s financial performance compared to historical results, (2) a shortfall in an asset’s financial performance compared to forecasted results, or (3) changes
affecting the utility of the asset. When considering the utility of our assets, we consider events that would meaningfully impact (1) our towers or (2) our customer relationships. For example, consideration would be given to events that
impacts (1) the structural integrity and longevity of our towers or (2) our ability to derive benefit from our existing customer relationships, including events such as bankruptcy or insolvency or loss of a significant customer. During
2008 and 2009, there were no events or circumstances that caused us to review the carrying value of our intangible assets and property and equipment due in part to our assets performing consistently with or better than our expectations.

 4

 If the sum of the estimated future cash flows (undiscounted) from an asset, portfolio group,
significant customer or customer group for individually insignificant customers, as applicable, is less than its carrying amount, an impairment loss is recognized. If the carrying value did exceed the undiscounted cash flows, measurement of an
impairment loss is based on the fair value of the asset which would generally be based on an estimate of discounted future cash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the expected additions
of new tenants and equipment on our towers; and (2) estimates regarding customer cancelations and renewals of contracts. We could record impairments in the future if changes in long-term market conditions, expected future operating results or
the utility of the assets results in changes for our impairment test calculations which negatively impact the fair value of our property and equipment and intangible assets, or if we changed our unit of account in the future.

 When grouping assets into pools for purposes of impairment evaluation, we also consider individual towers within a grouping for which we
currently have no tenants. Approximately 2% of our total towers currently have no tenants. We continue to pay operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the
individual tower site demographics. In fact, we have current visibility to potential tenants on roughly two-thirds of these towers. To the extent we do not believe there are long-term prospects of obtaining tenants on an individual tower and
all other possible avenues for recovering the carrying value of the tower have been exhausted, including sale of the tower, we appropriately reduce the carrying value of such towers.

 All of our goodwill is recorded at CCUSA. We test goodwill for impairment on an annual basis, regardless of whether adverse events or
changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. Goodwill is then tested using a two-step process that begins with an estimation of fair value of
the reporting unit using an income approach, which looks to the present value of expected fut

CORRESP
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Correspondence

 September 18, 2009

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:

Crown Castle International Corp.

Form 10-K for Fiscal Year Ended December 31, 2008

Form 10-Q for Fiscal Quarter Ended March 31, 2009 and June 30, 2009

File No. 001-16441

 Dear Mr. Spirgel:

 We are responding to your letter dated September 9, 2009, in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for year ended December 31, 2008 and Form 10-Q for
the quarters ended March 31, 2009 and June 30, 2009. For the convenience of the Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

 Staff Comment:

1.
We note your response to comment eight from our prior comment letter dated May 5, 2009. We do not believe that the guidance in paragraph B173 of SFAS 141 necessarily applies
only to circumstances where the acquired entity is the lessor. This guidance explains that SFAS 141 has changed practice with respect to the valuation of some intangible assets, in particular those that arise from contractual or legal rights. It
recognizes that a contract may have value for reasons other than whether the terms are favorable relative to market prices. It appears that in circumstances where there is limited availability of sites on which towers may be constructed within a
desirable location, acquired ground leases may have significant value. Please provide us with your analysis of the guidance given these considerations.

 Company Response:

 Although there is a somewhat limited availability of sites on which towers may be
constructed within a desirable location, individual locations are by no means unique. Nonetheless, the Company did consider in its valuation of the customer contracts and related relationship factors such as the (1) critical location of the
Company’s towers within the wireless carriers network (2) customer cost associated with relocation of its antennas and other equipment to another tower and (3) zoning and other barriers associated with construction of new towers.
These considerations are reflected in the economic lives and churn assumptions used in the valuation of the customer contracts and related relationships, the vast majority of which extended for 80 years with minimal churn, well beyond the expiration
of all contractual renewal rights under contract (i.e. after 25 to 35 years).

 Please also see the Company’s response to Staff Comment #2 for justification of the residual value
attributed to goodwill after identification of all identifiable tangible and intangible assets, including the intangible assets referred to herein.

 Staff Comment:

2.
We note your response to comment two from our prior comment letter dated July 1, 2009. Please refer to your response to comment one from your letter dated May 21, 2009
where you state that approximately 75% of the Company’s 2008 U.S. site rental revenues, both on a consolidated basis and from the customer contracts acquired in the Global Signal acquisition, were derived from the four largest wireless carriers
in the U.S. In light of the fact that there are relatively few customers in your industry, it remains unclear to us why you did not allocate a significantly higher value to your customer contract/relationship intangible asset. In this regard, please
describe for us, in detail, each source that contributed to the significant value attributed goodwill, including your assessment of your opportunities for future growth at the time of the acquisition.

 Company Response:

 The Company paid a purchase price
that resulted in goodwill in the Global Signal Merger for two primary reasons: (1) as a strategic measure to ensure that the Company maintained a tower portfolio of a comparable size to its largest competitor and (2) to deliver the control
premium necessary to effect the transaction. From a strategic perspective, the Global Signal Merger added approximately 10,750 towers to the Company’s portfolio, which nearly doubled the number of U.S towers the Company owned and brought the
Company’s number of U.S. towers to a level similar to that of its largest competitor. It is important to note that there were no other available tower portfolios of the size of Global Signal in the U.S.; if the Company’s largest competitor
would have acquired the Global Signal towers, then our largest competitor would have had approximately three times the number of towers than that of the Company. With regard to the control premium necessary to effect the transaction, the Company
paid an approximate 10% premium to the trading price of the target’s equity, largely due to the fact that the three largest Global Signal shareholders owned approximately 73% of the Global Signal shares.

 The Company had an assumed rate of return on the purchase of Global Signal that was significantly below the Company’s normal self-imposed hurdle rate
at the time the Global Signal Merger was consummated, primarily because of the two unique factors described in the preceding paragraph. The Company estimated a theoretical value of accepting this lower rate of return by calculating the excess of the
total purchase price paid in the Global Signal Merger above the present value of the projected cash flows of Global Signal discounted at a weighted average cost of capital of 10.5%, reflecting the Company’s higher self-imposed rates of return.
The combined theoretical value that can be ascribed to the reduction in the expected rate of return and control premium is in excess of the goodwill amount recorded by the Company in its allocation of the purchase price for the Global Signal Merger.
However, the goodwill amount recorded was limited to the remainder of the purchase price after ascribing value to each of the other identifiable tangible and intangible assets.

 2

 Staff Comment:

3.
We note your response to comment five from our prior comment letter dated July 1, 2009. It remains unclear to us why each individual tower and the customer contracts related to
that tower do not represent the lowest level for which identifiable cash flows are largely independent of other assets and liabilities.

 With regard to your analogy to paragraph B45 of SFAS 144, we note that in that case the bus company was contractually required to provide services on each of five separate routes. The Board concluded that the five bus
routes would be an appropriate level at which to test for and measure impairment because the entity did not have the option to curtain any one bus route. We do not believe that this analogy applies in your case because a separate contractual
obligation exists for each of your towers individually.

 You also indicate in your response that you purchase entire tower portfolios, and
as a result, you determine the purchase price based upon the aggregate net cash flow for an entire portfolio for sale. We believe that after you complete an acquisition you are required, under paragraph 10 of SFAS 144, to group your long-lived
assets for impairment purposes based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

 Please revise, or advise us in more detail.

 Company Response:

 As noted in the Company’s responses in prior letters, the towers represent our customers’ “networks” and our customers expect (and in
most cases have contracted to ensure that) their networks are not affected by the disposition of towers. The Company is contractually limited in its ability to dispose of towers by various agreements associated with the acquisition or sublease of
the vast majority of its towers. Most of the agreements were included with the 8-K filings associated with the Company’s various major tower acquisitions or previously filed by the target company. A tower and the related customer contracts are
not largely independent of the other towers in a portfolio due in part to the Company’s limitations regarding disposal of towers. These limitations on disposal generally only permit dispositions of towers in portfolios, which is consistent with
the manner in which towers are traded in the marketplace, and the manner in which substantially all of the Company’s towers were acquired, not to mention the manner in which the towers have been operated by the Company thereafter. We believe
that consideration of the form of disposition is consistent with Paragraph 7 of SFAS 144, which states that use and eventual disposition of the asset group should be considered in the assessment process related to the recognition and measurement of
an impairment loss.

 In response to your request in our phone conversation on September 16, 2009 for information regarding certain
tower demographics, please note that less than 2.5% of the Company’s approximately 22,000 U.S. towers, and approximately 2.3% of the Company’s approximately 24,000 total towers, currently have no tenants. The Company continues to pay
operating expenses on these towers in anticipation of obtaining tenants on these sites in the future, primarily because of the relevant tower site demographics. In fact, the Company has current visibility to potential tenants on two-thirds of these
towers.

 3

 * * * *

 We
acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 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

•

 the Company may not 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.

 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 the undersigned at (713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

 /s/ Jay A. Brown

Jay A. Brown

Senior Vice President, Chief Financial Officer and Treasurer

Cc:
Robert S. Littlepage

 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3720

       September 9, 2009

Via U.S. Mail and Fax (713.570.3150)
Mr. Jay A. Brown Senior Vice President, Chief Financial Officer   and Treasurer Crown Castle International Corp. 1220 Augusta Drive Suite 500 Houston, TX 77057
RE: Crown Castle International Corp.
Form 10-K for Fiscal Year Ended December 31, 2008
Form 10-Q for Fiscal Quarters Ended March 31, 2009 and June 30, 2009 File No. 001-16441

Dear Mr. Brown:
We have reviewed your supplemental response letter dated August 10, 2009 as well as
the above referenced filings and have the following comments.  If you disagree with any of our comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may or may not raise additional comments.  Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies, page 49

Intangible Assets, page 51

1.   We note your response to comment eight from our prior comment letter dated May 5,
2009.  We do not believe that the guidance in paragraph B173 of SFAS 141 necessarily applies only to circumstances where the acquired entity is the lessor.  This guidance explains that SFAS 141 has changed practice with respect to the valuation of some intangible assets, in particular those that arise from contractual or legal rights.  It recognizes that a contract may have value for reasons other than whether the terms are

Mr. Jay A. Brown
Crown Castle International Corp.
September 9, 2009 Page 2
favorable relative to market prices.  It appears that in circumstances where there is limited availability of sites on which towers may be constructed within a desirable location, acquired ground leases may have significant value.  Please provide us with your analysis of the guidance given these considerations.
 2.   We note your response to comment two from our prior comment letter dated July 1,
2009.  Please refer to your response to comment one from your letter dated May 21, 2009 where you state that approximately 75% of the company’s 2008 U.S. site rental revenues, both on a consolidated basis and from the customer contracts acquired in the Global Signal acquisition, were derived from the four largest wireless carriers in the U.S.  In light of the fact that there are relatively few customers in your industry, it remains unclear to us why you did not allocate a significantly higher value to your customer contract/relationship intangible asset.  In this regard, please describe for us, in detail, each source that contributed to the significant value attributed goodwill, including your assessment of your opportunities for future growth at the time of the acquisition.
 3.   We note your response to comment five from our prior comment letter dated July 1,
2009. It remains unclear to us why each individual tower and the customer contracts related to that tower do not represent the lowest level for which identifiable cash flows are largely independent of other assets and liabilities.

With regard to your analogy to paragraph B45 of SFAS 144, we note that in that case the bus company was contractually required to provide services on each of five separate routes.  The Board concluded that the five bus  routes would be an appropriate level at
which to test for and measure impairment because the entity did not have the option to curtail any one bus route.  We do not believe that this analogy applies in your case because a separate contractual obligation exists for each of your towers individually.       You also indicate in your response that you purchase entire tower portfolios, and as a result, you determine the purchase price based upon the aggregate net cash flow for an entire portfolio for sale.  We believe that after you complete an acquisition you are required, under paragraph 10 of SFAS 144, to group your long-lived assets for impairment purposes based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.    Please revise, or advise us in more detail.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter, via EDGAR, that keys your responses to our comments and provides any requested supplemental information.  Please understand that we may have additional comments after reviewing your response to our comments.

Mr. Jay A. Brown
Crown Castle International Corp. September 9, 2009 Page 3
 You may contact Kenya Wright Gumbs, Staff Accountant, at (202) 551-3373 or Robert
S. Littlepage Jr., Accountant Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

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Correspondence

 FOIA CONFIDENTIAL TREATMENT REQUEST

 August 10, 2009

 Mr. Robert S. Littlepage

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Mailstop 3720

Re:

Crown Castle International Corp.

Form 10-K for Fiscal Year Ended December 31, 2008

Form 10-Q Fiscal Quarter Ended March 31, 2009

File No. 001-16441

 Dear Bob:

 This
letter is in response to your oral request on August 7, 2009 relating to the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for the year ended December 31, 2008 and Form 10-Q for the quarter ended
March 31, 2009.

 Staff Comment:

1.
Please provide to us a copy of the valuation report related to the Global Signal Merger (as requested orally on August 7, 2009).

 Company Response:

 Attached is a hard copy of the
valuation report (“Valuation Report”) related to the valuation of certain tangible and intangible assets of Global Signal Inc., which was merged with and into a subsidiary of Crown Castle International Corp. upon completion of the merger
on January 12, 2007. In connection with the submission of this letter and the supplementally provided Valuation Report, we are respectfully requesting confidential treatment for the Valuation Report pursuant to Rule 83 promulgated by the
Commission, 17 C. F. R. §§ 200.83. We request that the Valuation Report be maintained in confidence, not be made part of any public record and not be disclosed to any person as it contains business confidential information, disclosure
of which would cause the Company competitive harm. Based upon our discussion on August 7, 2009, the Company understands that the SEC has agreed to not make the Valuation Report part of any public record. In the event that the Staff or the
Office of Freedom of Information and Privacy Act Operations receives a request for access to the Valuation Report or any portion thereof, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, we respectfully request
that we be notified immediately so that we may further substantiate this request for confidential treatment.

 If you would like to discuss the Valuation
Report or if you would like to discuss any other matters, please contact the person requesting confidential treatment, Michael D. Manczka, Jr., at (724) 416-2422. In Mr. Manczka’s absence, please contact Jay Brown, Senior Vice
President, Chief Financial Officer and Treasurer at (713) 570-3076.

 Sincerely,

 /s/ Michael D. Manczka, Jr.

 Michael D. Manczka, Jr.

 Vice President – Financial
Reporting

Cc:

Mr. Larry Spirgel

Ms. Kenya Wright Gumbs

Office of Freedom of Information and Privacy Act Operations

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Correspondence

 July 16, 2009

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:
Crown Castle International Corp.

 Form 10-K for Fiscal
Year Ended December 31, 2008

 Form 10-Q for Fiscal Quarter Ended March 31, 2009

 File No. 001-16441

 Dear Mr. Spirgel:

We are responding to your letter dated July 1, 2009, in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report
on Form 10-K for year ended December 31, 2008 and Form 10-Q for the quarter ended March 31, 2009. For the convenience of the Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

 Staff Comment:

1.
We note your response to comment 1. It appears that value attributable to customer relationships acquired in Global Signal acquisition was not recognized as an asset separate from
the customer contract asset. Please explain why these assets were not separately valued at the time of your acquisition, particularly considering the potential difference in the life of a contract and that of a customer relationship.

 Company Response:

 To be
clear, both assets were valued at the time of the Global Signal Merger. The customer relationships and the customer contracts intangible assets were not separately valued because these intangible assets are complementary assets that both relate to
the long-term rental of the same tower spaces. In other words, customer relationships are extensions of value of the related customer contracts. The combined value of both was determined based upon the discounted cash flow of those tower
spaces, which extended for periods well beyond 20 years. The customer relationships would not exist if the space for antennas and other equipment already leased under the current contracts were not in place.

 The Global Signal customer base consisted of the same major customers as the Company’s existing portfolio. In fact, existing customers of Crown
Castle at the time of the Global Signal Merger accounted for approximately 97% of the acquired revenue stream. As such, the customer

relationships relate to expectations regarding customers’ renewals of their existing contracts with the Company upon expiration based upon (1) the
critical location of the Company’s towers within the wireless carriers network (2) customer cost associated with relocation of its antennas and other equipment to another tower and (3) zoning and other barriers associated with
construction of new towers.

 Customer contracts and the related relationships extend for periods well beyond 20 years with typical customer
contracts having contractual terms including automatic renewals of 25 to 35 years and customer relationships reflect the value following the expiration of all renewals under contracts (i.e. after 25 to 35 years). If the customer contracts and the
customer relationships were separately recorded, the difference in economic life for these two intangible assets would be eliminated because the estimated useful life (amortization period) of the related towers limits the life of both to no longer
than 20 years, as discussed in the Company’s response 3 in the letter dated May 21, 2009. To be clear, the economic life used in the valuation of the intangible assets was not limited by the life of the tower. The life of the tower
only limited the amortization period for these intangibles.

 Staff Comment:

2.
It is unclear to us why the Global Signal merger resulted in a significant amount of goodwill in relation to the value assigned to the customer contracts. In this regard, describe
in more detail your valuation methodology and significant assumptions used to determine the value of customer contracts intangible asset.

 Company Response:

 The Company used the excess earnings method, a variation of the income approach, to value the customer
contracts intangible asset including the portion related to customer relationships. In this methodology, the Company discounted the estimated cash flows, which gave consideration to contributory assets including fixed assets and assembled workforce.
The largest pool accounted for 95% of the total fair value allocation to intangible assets and its assumptions included:

•

 economic benefits for a period in excess of 80 years, with approximately 90% of the fair value attributable to the first 35 years of economic benefits,

•

 annual percentage loss in the customer base of less than 3% annually,

•

 contributory asset charge beginning at 30% declining to a nominal amount,

•

 tax rates of 39%,

•

 discount rate of 8% per annum and

•

 average Adjusted EBITDA margin in the low 60%’s.

 Each of the assumptions were similar for the three other pools with the following exceptions: for the two pools that related to towers that the Company managed on the behalf of others (1) the Adjusted EBITDA
margin was lower and (2) the contributory asset charge was de minimis. As discussed in the Company’s response to comment 1, the period for which economic benefits were estimated was not shortened for purposes of the valuation and
the related determination of the fair value, but was reduced to 20 years for purposes of determining the useful life (amortization period) for this calculated value.

 2

 Staff Comment:

3.
Please clarify for us whether the pooled groups used when analyzing your customer contracts for impairment are the same as the pools used in the valuation of the customer contracts
acquired from Global Signal.

 Company Response:

 Yes. The same pooled groups are used for impairment purposes as used in the valuation of Global Signal.

 Staff Comment:

4.
Identify for us all other assets and liabilities that you include within the pools used for the purpose of recognition and measurement of impairment loss. Refer to paragraph 10 of
SFAS 144. Also, identify for us the asset that you consider to be the primary asset of the asset group for purposes of testing impairment. Refer to paragraph 18 of SFAS 144.

 Company Response:

 The tower and related property and
equipment as well as the customer contracts intangible asset, including the portion related to customer relationships, are included within the pools used for purposes of recognition and measurement of impairment loss. The customer contracts
intangible asset is interdependent on the tower asset. The tower asset is the primary asset of the asset group since it is the most significant component from which the asset group derives its cash flow generating capacity. To date, the Company has
not had a triggering event for purposes of recognition and measurement of an impairment charge, as the Global Signal tower portfolio has performed consistent with or better than expectations at the time of the Global Signal Merger.

 Staff Comment:

5.
We are considering your response to comment two. In light of your explanation given in response to this comment, please explain to us why you do not consider each tower to be the
lowest level for which identifiable cash flows are largely independent of other assets and liabilities.

 Company Response:

Tower assets, similar to the Company’s, are generally bought and sold in portfolios due to the terms of the tenant leases and underlying ground
leases. As such, the Company’s long standing practice has been to evaluate its customer contracts (including customer relationships) for impairment by pooled group, rather than by individual tower. The pooled group methodology views towers as
portfolios consistent with the interdependencies of the portfolio of towers as they relate to serving our customers. This viewpoint is consistent with the manner in which towers trade in the marketplace (bought and sold on a portfolio basis) and the
manner in which the Company would ultimately sell towers if it so desired.

 The Company analogizes this methodology to the bus company in
paragraph B45 of SFAS 144, whereby the bus company was required to provide minimum service on all routes and thus could not curtail service on an unprofitable route. One can assume that when evaluating entering into the

 3

agreement, the bus company compared the total revenue it expected to realize from all five bus routes to the total expense it expected to incur to service
those routes. In other words, the bus company viewed the arrangement as the sum of five routes – four profitable and one unprofitable – rather than five individual and discrete routes.

 When buying towers, the Company purchases entire tower portfolios, and as a result, the Company determines the purchase price based upon the aggregate net
cash flow for an entire portfolio for sale. In other words, the Company views a business combination as the sum of the towers and the related customer contracts acquired rather than separate individual towers. Further, just like the bus company knew
it would service – and pay for – an unprofitable route, the Company expects that it will acquire certain unprofitable towers in the acquired portfolio.

 Likewise, it would be in the Company’s best interest to market collectively as a portfolio any towers for sale. The Company predominately serves national wireless carriers and is a critical partner to these
carriers who are developing and enhancing their nationwide networks. As a result, the Company’s towers are critical infrastructure to the wireless carrier’s networks and therefore support of their network is paramount to the Company’s
ongoing business relationships with these very important but small number of key customers. To complete the analogy, just like the bus company had discrete assets serving each route, an individual tower serves certain customer contracts. However
just like the bus company could not curtail routes, the Company would not typically sell individual towers if it were to have a detrimental impact on a customer network.

 Staff Comment:

6.
We note your response to prior comment 9 from our letter dated May 5, 2009, and our subsequent telephone conversation with the Company on May 14, 2008, where you indicated
that the actual performance targets would be disclosed in future filings. Please amend your Annual Report on 10-K for year ended December 31, 2008 to disclose the corporate, business unit and individual AI Plan goals for each name
executive officer. Disclose the extent to which the goals were achieved. See Item 402(b)(2)(v) of Regulations S-K.

 Company
Response:

 The Company will amend its Annual Report on 10-K for the year ended December 31, 2008 to provide the amended disclosure
related to the performance targets.

 4

 *  *  *  *

 We acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 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

•

 the Company may not 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.

 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 the undersigned at (713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

 /s/ Jay A. Brown

Jay A. Brown

 Senior Vice President, Chief Financial

 Officer and Treasurer

Cc:
Robert S. Littlepage

 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3720

       July 1, 2009

Via U.S. Mail and Fax (713.570.3150)
Mr. Jay A. Brown Senior Vice President, Chief Financial Officer   and Treasurer Crown Castle International Corp. 1220 Augusta Drive Suite 500 Houston, TX 77057
RE: Crown Castle International Corp.
Form 10-K for Fiscal Year Ended December 31, 2008
Form 10-Q for Fiscal Quarter Ended March 31, 2009 File No. 001-16441

Dear Mr. Brown:
We have reviewed your supplemental response letter dated May 21, 2009 as well as the
above referenced filings and have the following comments.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapp licable or a revision is unnecessary.  Please be
as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.  Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies, page 49

Intangible Assets, page 51

1.   We note your response to comment one.  It appears that value attributable to customer
relationships acquired in the Global Signal acquisition was not recognized as an asset separate from the customer contract asset.  Please explain why these assets were not separately valued at the time of your acquisition, particularly considering the potential difference in the life of a contract and that of a customer relationship.

Mr. Jay A. Brown
Crown Castle International Corp.
July 1, 2009 Page 2  2. It is unclear to us why the Global Signal merger resulted in a significant amount of goodwill in relation to the value assigned to the customer contracts.  In this regard, describe in more detail your valuation methodology and significant assumptions used to determine the value of the customer contracts intangible asset.
 3.   Please clarify for us whether the pooled groups used when analyzing your customer
contracts for impairment are the same as the pools used in the valuation of the customer contracts acquired from Global Signal.
 4.   Indentify for us all other assets and liabilities that you include within the pools used for
the purpose of recognition and measurement of impairment loss.  Refer to paragraph 10 of SFAS 144.  Also, identify for us the asset that you consider to be the primary asset of the asset group for purposes of testing impairment.  Refer to paragraph 18 of SFAS 144.
 5. We are considering your response to comment two.  In light of your explanation given in response to this comment, please explain to us why you do not consider each tower to be the lowest level for which identifiable cash flows are largely independent of other assets and liabilities.
 Definitive Proxy Statement

 Compensation Discussion and Analysis, page 23

 Short-Term Incentives, page 28

 6. We note your response to prior comment 9 from our letter dated May 5, 2009, and our subsequent telephone conversation with the Company on May 14, 2008, where you indicated that the actual performance targets would be disclosed in future filings.  Please amend your Annual Report on Form 10-K for year ended December 31, 2008 to disclose the corporate, business unit and individual AI Plan goals for each named executive officer.  Disclose the extent to which the goals were achieved.  See Item 402(b)(2)(v) of Regulation S-K.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter, via EDGAR, that keys your responses to our comments and provides any requested supplemental information.  Please understand that we may have additional comments after reviewing your response to our comments.

Mr. Jay A. Brown
Crown Castle International Corp. July 1, 2009 Page 3
You may contact Kenya Wright Gumbs, Staff Accountant, at (202) 551-3373 or Robert
S. Littlepage Jr., Accountant Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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Response letter to the SEC

 May 21, 2009

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:

Crown Castle International Corp.

Form 10-K for Fiscal Year Ended December 31, 2008

Filed: February 26, 2009

File No. 001-16441

 Dear Mr. Spirgel:

 We are responding to your letter dated May 5, 2009, in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report on Form 10-K for year ended December 31, 2008. For the convenience of
the Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

 Staff Comment:

1.
We note from your response to comment 1 that in your Global Signal acquisition you calculated the fair value of the in-place customer site rental contracts using four pools with one
pool representing in excess of 95% of the total fair value allocation to intangible assets. We believe paragraph 39 of SFAS 141 requires that each acquired contract be recognized as an intangible asset. Explains to us how your methodology complies
with GAAP.

 Company Response:

 By way of background and in summation of certain relevant points discussed by the Company with the Staff on the call on May 19, 2009, the Company’s recognized intangible assets for in-place customer site rental contracts
(“customer contracts”) relate to the rental of space by customers for their antennas and other telecommunication equipment on the Company’s U.S. towers (including 10,749 acquired from Global Signal, or approximately 48% of the
Company’s 22,500 U.S. towers). The fair value for customer contract intangible assets recorded in business combinations is comprised of (1) the current term of the in-place contracts, (2) the expected exercise of the renewal
provisions contained within the existing current contracts, which automatically occur under contractual provisions, and (3) any associated relationship that is expected to generate value following the expiration of all renewal periods under
current contracts. The value of the third component of the fair value is demonstrated by the fact that the valuation model used to determine fair value includes economic benefits in excess of the typical contractual terms for customer contracts,
including

renewals, of 25-35 years. For instance, in the Global Signal acquisition, the largest pool of assets included economic benefits for a period in excess of 80
years, with approximately 90% of the fair value attributable to 35 years of economic benefits.

 The Company believes recognizing the fair
value of customer contracts using pooled groups complies with GAAP because the customer contracts are (i) generally homogenous both from an economic and a legal perspective and (ii) most of the operating costs of a tower are fixed and not
identifiable to a customer contract. Further, the Company understands that determination of fair value using pooled groups is common practice in the tower sector. The homogenous nature of the customer contracts include the (1) customer base,
(2) economics and (3) customer attrition rates (“churn rates”) as outlined below.

1.
Customer base. The Company’s site rental revenues are predominately derived from wireless carriers offering voice and data services and are pursuant to master lease
agreements (“MLA’s”). Approximately 75% of the Company’s 2008 U.S. site rental revenues, both on a consolidated basis and from the customer contracts acquired in the Global Signal acquisition, were derived from the four largest
wireless carriers in the U.S. The MLA’s are generally very similar from customer to customer and include terms, conditions and pricing parameters for the individual site license agreements (of which the Company has approximately 61,000,
including 28,000 from the Global Signal acquisition). The customer pricing is substantially similar across the Company’s portfolio and is based upon the relative size and weight of the customer’s antennas and other communication equipment
installed on the tower.

2.
Economics. The Company’s customer contracts are generally similar for each customer with respect to initial pricing and related subsequent periodic escalation in the
rental rate. The customer contracts’ rental prices generally escalate annually, at an average rate of approximately 3% per year, either based upon fixed stated rates or rates based upon the consumer price index. The Company also generally
does not distinguish pricing based on location (higher or lower height) of its marketable space on individual towers. The expected life of customer contracts is also similar, generally having initial terms of 5-15 years with multiple renewal periods
of 5-10 years each that extend the entire contractual term to 25-35 years. The trend appears to be toward longer term customer contracts with the majority of the Company’s recently renewed contracts having a fixed term of 15 years. Other terms
and conditions are also generally similar and include, in no particular order, access rights, quiet enjoyment, default and notice provisions, renewal provisions, assignment rights, contingencies and insurance requirements. See also the response to
comment 4.

3.
 Churn rates. The Company has experienced extremely low annual churn rates of approximately 2% since its inception, which is a small fraction of the consumer
churn rates realized by the Company’s wireless carrier customers or by those in many other industries. As a result, the customer contracts do not consume economic benefits rapidly. In the Global Signal acquisition, which accounts for 90% of the
customer contract intangible assets, the valuation model used to determine fair value of the intangible assets related to customer contracts assumed a combined customer churn rate of less than 3% annually for all pools

 2

based upon historical churn rates determined at the time of the acquisition. Those low churn rates have continued since the date of the Global Signal
acquisition. The Company believes it has historically experienced low churn rates for a variety of reasons, including: (1) the critical location of the Company’s towers within the wireless carriers networks, (2) cost associated with
relocation by a customer of its equipment to another tower, (3) zoning and other barriers associated with construction of new towers, and (4) customer contracts generally only provide for limited customer termination rights through the
current term.

 The Company also believes that the use of pooled groups complies with GAAP because most of the costs of
operating a tower are fixed costs that are not identifiable from one customer contract to another customer contract on a tower. See response to comment 2 for a further discussion of the fixed costs and the interdependency of the tower asset and
customer contracts.

 Staff Comment:

2.
You also state that the Company evaluates impairment for its customer site rental contracts by pooled group. We do not understand why a customer lease contract is not the lowest
level for which identifiable cash flows are largely independent of other assets and liabilities. Please advise us further or revise.

 Company Response:

 The Company respectfully directs the Staff to its response to comment 1 for a discussion of the factors
that the Company considered in its evaluation of the unit of account for its impairment analysis related to customer contracts. Specifically, please see the discussion regarding the homogeneous nature of the customer contracts, the use of
MLA’s, and the related discussion of the churn rates experienced by the Company for those customer contracts.

 Individual customer
contracts are generally not independent of the Company’s other assets and liabilities as a result of interdependencies between the Company’s revenue-producing activities, tower assets and operating activities. More specifically, the
customer contacts are interdependent on the underlying tower asset, which can accommodate multiple customers and have fixed operating costs such as ground lease expense, property taxes, repairs and maintenance, and employee compensation and related
benefits.

 This interdependency of the Company’s revenue-producing activities, tower assets and operating activities is the centerpiece
of the Company’s business model, which contemplates the installation of additional customers on its towers as wireless carriers deploy and improve their wireless networks. Incremental margins on the additional customers added to the
Company’s towers have historically been in excess of 85% and the percentages work in reverse when a customer comes off a tower. The lack of identifiable costs and nexus between a customer contract and most costs further drives the use of pooled
groups for customer contracts. In order to facilitate additional customers on its towers, the Company typically enters into the aforementioned MLA’s with its customers, which provide terms, conditions and pricing parameters for existing and
future individual site license agreements.

 3

 Staff Comment:

3.
We further note from your response to comment 1 that customer site rental contracts are pooled based on uniformity in expected life; however, all of your customer lease contracts
appear to be amortized over the same 20 year period. Please clarify for us how this amortization period reflects the estimated useful lives of the contracts within each pool.

 Company Response:

 The Company has a history of more
than a decade of very low churn rates and very high renewal rates of its customer contracts. See the response to comment 1 for more details as to churn rates. In addition, customer contracts include contractual escalations in their rental prices
that average approximately 3% per year. As a result, the customer contracts do not consume economic benefits rapidly. The nationally recognized independent valuation advisor (associated with a nationally recognized registered public accounting
firm) used by the Company to assist in the determination of the purchase price allocation for business combinations considers the Company’s economic benefits consumption pattern when assisting the Company with the initial determination of fair
value of the customer contract intangible assets. The fair value of customer contracts in the Global Signal acquisition for pools one and two (see the response to comment 4 below) assumed economic benefits for a period in excess of 80 years and 45
years, respectively, with approximately 90% of the fair value attributable to the first 35 years and 20 years, respectively. As disclosed in the Company’s response to comment 4, the fair values for pools three and four are immaterial but also
assumed economic benefits for a period in excess of 20 years. Because the customer contracts do not consume their benefits rapidly, in the absence of the requirements of paragraph 11(b) of SFAS 142, the Company would amortize the customer contracts
over periods well in excess of 20 years.

 However, in accordance with paragraph 11(b) of SFAS 142, the assumed period used to determine fair
value of customer contracts in the purchase price allocation for all business combinations, including the Global Signal acquisition, has been shortened to 20 years for determining the useful life for amortization purposes. The shortening to 20 years
is based on the maximum related tower asset useful life of 20 years, as a result of the interdependence of the customer contract and the related tower asset. The Company determined that the towers acquired from Global Signal had expected remaining
useful lives of 20 years at the time of the acquisition in accordance with GAAP. It is important to note that towers are steel structures that can have considerably long lives when afforded routine maintenance, based in part on the current condition
of the Company’s towers acquired since inception See the response to comment 5 for additional information regarding the Company’s tower assets.

 Because the Company has shortened the useful life from the period in which the economic benefits are expected to ultimately be consumed, the amortization expense (5% per year) substantially exceeds annual churn rate
in the Global Signal acquisition, even before consideration of the benefit of contractual escalations in the rental price. Due to the shortening of the useful life and the low churn rate the Company has experienced, it believes that the
straight-line method of amortization is appropriate.

 4

 Staff Comment:

4.
With respect to each contract pool, explain to us the facts and circumstances of the underlying contracts including the number of customers included in the pool, the stated contract
period and other material terms.

 Company Response:

 Regarding the Company’s customer contracts in general, the customer contracts are for the lease of space on the Company’s towers by customers for their antennas and other telecommunication equipment. The
antennas and other telecommunication equipment are owned by the wireless carriers and not by the Company. The site rental revenues result from long-term contracts and low churn rates of its customer contracts. The Company respectfully directs the
Staff to its response to comment 1 for additional information regarding customer contracts.

 The customer contract pools in the Global
Signal acquisition consisted of contracts with customers (1) in the U.S that were related to towers that the Company owned, (2) in the U.S. related to towers that the Company managed on the behalf of other third parties, (3) in Canada
that were related to towers that the Company owned, and (4) in Canada related to towers that the Company managed on the behalf of other third parties. The Company differentiated customer contracts on the towers it owns from those towers that
the Company is managing on the behalf of third parties based on the fact that third parties typically do not renew the related management agreements as frequently as do landlords for the land under the towers owned by the Company. In other words,
when measuring the fair value of the intangible asset, the assumption with respect to renewal is different not because the customer behavior is different but because the Company believes it has a higher possibility of losing control of the tower
under management, and thereby a higher possibility of losing the related revenues. Also, the customer base between the U.S. and Canada is different. The pools included the following additional characteristics:

 Pool No.

Customers

No. of Contracts

Fair Value $

(In millions)

1

1,711

25,994

2,420.3

2

450

1,392

29.2

3

55

95

1.4

4

87

269

4.1

2,303

27,750

2,455.0

 Staff Comment:

5.
Explain to us how you account for existing customer site rental contracts when it becomes necessary for you to take down the related tower or when the related ground lease is
terminated.

 5

 Company Response:

 The Company has determined the unit of account is the pooled group for purposes of applying SFAS 144. See the Company’s response to the comment 2 for a discussion of the Company’s determination of the unit
of account. As a result, the customer contract intangible asset would not be adjusted when a tower is taken down or when the related ground lease is terminated. However, the Company does evaluate its customer contract intangibles by pooled group
whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

 The Company has had a
history of very few tower dispositions with only 194 towers disposed in the aggregate since 2004, or less than 1% of the Company’s current U.S. tower portfolio. Please also note that the disposition of a tower does not necessarily indicate that
the customer contract will no longer provide economic benefit because the Company may attempt to relocate the customer to another of its towers or the Company may build a tower nearby to acc

CORRESP
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Correspondence

 May 13, 2009

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:
Crown Castle International Corp.

 Form 10-K for Fiscal
Year Ended December 31, 2008

 Filed: February 26, 2009

 File No. 001-16441

 Dear Mr. Spirgel:

The Company respectfully requests an extension of its deadline for its response to your letter dated May 5, 2009, in which you provide comment on the Crown Castle
International Corp. (“Company”) periodic report on Form 10-K for the year ended December 31, 2008. The Company requests an extension until May 21, 2009.

 If you would like to discuss this response or if you would like to discuss any other matters, please contact the undersigned at (713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President
and General Counsel at (713) 570-3155.

Sincerely,

 /s/ Jay A. Brown

 Jay A. Brown

 Senior Vice President, Chief Financial
Officer and Treasurer

 Cc: Robert S. Littlepage

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3720

       May 5, 2009

Via U.S. Mail and Fax (713.570.3150)
Mr. Jay A. Brown Senior Vice President, Chief Financial Officer   and Treasurer Crown Castle International Corp. 1220 Augusta Drive Suite 500 Houston, TX 77057
RE: Crown Castle International Corp.
Form 10-K for Fiscal Year Ended December 31, 2008
File No. 001-16441

Dear Mr. Brown:
We have reviewed your supplemental response letter dated April 13, 2009 as well as the
above referenced filings and have the following comments.  As noted in our comment letter dated March 30, 2009, we have limited our review to your financial statements and related disclosures and will make no further review of your documents.  As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required pursuant to the Securities Exchange Act of 1934.    Form 10-K for the Fiscal Year Ended December 30, 2008

 Critical Accounting Policies and Estimates, page 36

Accounting for Long-Lived Assets, page 36

1.   We note from your response to comment 1 that in your Global Signal acquisition you
calculated the fair value of the in-place customer site rental contracts using four pools with one pool representing in excess of 95% of the total fair value allocation to intangible assets.  We believe paragraph 39 of SFAS 141 requires that each acquired contract be recognized as an intangible asset.  Explain to us how your methodology complies with GAAP.

Mr. Jay A. Brown
Crown Castle International Corp.
May 5, 2009 Page 2  2.   You also state that the company evaluates impairment for its customer site rental
contracts by pooled group.  We do not understand why a customer lease contract is not
the lowest level for which identifiable cash flows are largely independent of other assets and liabilities.  Please advise us further or revise.
 3.   We further note from your response to comment 1 that customer site rental contracts are
pooled based on uniformity in expected life, however all of your customer lease contracts appear to be amortized over the same 20 year period.  Please clarify for us how this amortization period reflects the estimated useful lives of the contracts within each pool.

4.   With respect to each contract pool, explain to us the facts and circumstances of the
underlying contracts including the number of customers included in the pool, the stated
contract period and other material terms.
 5. Explain to us how you account for existing customer site rental contracts when it becomes necessary for you to take down the related tower or when the related ground lease is terminated.
 Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies, page 49
 Intangible Assets, page 51

6.   In your response to comment 2, as a justification for using the straight-line method of
amortization, you state “the estimated useful life was shortened from the period in which the economic benefits are expected to ultimately be consumed.”  Explain to us how this policy complies with the paragraph 11 of SFAS 142.
 7. It is unclear to us how your use of the straight-line method of amortization for pools of customer contracts is in compliance with the paragraph 12 of SFAS 142 requirement that the method of amortization reflect the pattern in which economic benefits of the intangible asset are consumed or otherwise used up.  When customer contracts are grouped and accounted for as a single asset, the greatest benefits to be realized normally occur in the earliest periods and then dissipate as contracts cancel.  This suggests that an accelerated method of amortization should be used.  Please advise.
 8. We note that you record an asset for below-market leases for land under your towers.  Tell us how you considered the guidance in paragraph B173 of SFAS 141, which states that the amount by which the terms of a contract are favorable relative to market prices would not necessarily represent the fair value of that contract.

Mr. Jay A. Brown
Crown Castle International Corp. May 5, 2009 Page 3  Schedule 14A Filed April 7, 2009

 Compensation Discussion and Analysis, page 23

 Short-Term Incentives, page 28

 9. Refer to our comment 2 in our letter dated April 29, 2008 regarding your Annual Report on Form 10-K for the year ended December 31, 2007.  We note that you indicated that you would disclose the performance targets for your Annual Incentive Plan in future filings but have not done so.  Please advise.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter, via EDGAR, that keys your responses to our comments and provides any requested supplemental information.  Please understand that we may have additional comments after reviewing your response to our comments.
    You may contact Kenya Wright Gumbs, Staff Accountant, at (202) 551-3373 or Robert
S. Littlepage Jr., Accountant Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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Correspondence

 April 13, 2009

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:
Crown Castle International Corp.

 Form 10-K for Fiscal
Year Ended December 31, 2008

 Filed: February 26, 2009

 File No. 001-16441

 Dear Mr. Spirgel:

We are responding to your letter dated March 30, 2009, in which you provided comment on the Crown Castle International Corp. (“Company”) periodic report
on Form 10-K for year ended December 31, 2008. For the convenience of the Staff, the Staff’s comment is reproduced and is followed by the Company’s response.

 Staff Comment:

 Please explain to us and expand your disclosure in future filings to describe how you group your
intangible assets for purposes of testing for impairment loss. Please refer us, in your response, to the accounting literature supporting your policy.

 Company Response:

 Approximately 90% of the Company’s net and gross intangible assets excluding goodwill as of December 31, 2008
related to the merger (“Global Signal Merger”) of Global Signal Inc. (“Global Signal”) with a subsidiary of the Company in January 2007. The Company uses a nationally recognized independent valuation advisor associated with a
nationally recognized registered public accounting firm (“National Valuation Advisor”) as an outside valuation specialist to assist in the determination of the purchase price allocation for business combinations including the allocation of
fair value to intangible assets acquired. The National Valuation Advisor was used for the purchase price allocation related to the Global Signal Merger.

 With the assistance of the National Valuation Advisor, the Company calculated the fair value of the in-place customer site rental contracts (“customer contracts”) related to the Global Signal Merger using four pools with one pool
representing in excess of 95% of the total fair value allocation to intangible assets. The Company believes that pooling customer contracts is a common practice in valuations in general, and specifically in its industry. Customer contract intangible
assets represent the value of acquired customer leases (including the benefits of renewal options) for space on the Company’s towers that is utilized by

the customers to accommodate antennas and other equipment for wireless communications. The Company’s customer contracts are predominately with large
national wireless carriers (e.g., approximately 74% of 2008 U.S. site rental revenues of the Company is with the four largest wireless carriers in the U.S.). Customer contracts generally consist of contracts with initial terms of 5 to 15 years and
multiple renewal options of at least 5 years each. Customer contracts represent over 95% of the Company’s net identifiable intangible assets as of December 31, 2008.

 The Company evaluates impairment for its customer contracts by pooled group (as mentioned above) consistent with the same level the assets are tracked, and consistent with the approach used when the assets were valued
by the National Valuation Advisor. When initially determining the appropriate level to evaluate for impairment, the Company considered the authoritative guidance in SFAS 144, which indicates assets should be grouped at the lowest level of
identifiable independent cash flows and acknowledges that there is significant judgment in determination of asset groups. In applying its judgment, the Company considered any significant interdependencies of the revenue-producing activities or the
other operating activities. The determination to evaluate by pooled group was based upon the interdependencies of the Company’s tower assets, revenue-producing activities and operating activities. Customer contracts represent the rental of
space on tower assets, which can accommodate multiple customers, to predominately national wireless carriers as these customers develop and enhance their nationwide networks. As a result of collectively operating and marketing its large tower
portfolio with a presence across the U.S., the Company is a critical partner to national wireless carriers and thus is able to generate synergies including by obtaining additional customer contracts and more favorable terms. Further supporting the
interdependency is the very high incremental margin that results from additional customers on an existing tower since towers have relatively fixed operating costs.

 The Global Signal business has performed consistent with the Company’s original economic expectations for the Global Signal Merger. More specifically, the average annual decay rate which reflects non-renewal or cancelation of customer
contracts, in the valuation of the customer contracts for the Global Signal Merger was less than 2.7% annually for each year. Since the Global Signal Merger, the actual decay rate experienced for the Global Signal business is consistent with that
assumed in the valuation for the Global Signal Merger. The Company is not aware of any events or changes in circumstances indicating that the carrying amount of intangible assets may not be recoverable. The Company’s considerations included the
examples in paragraph 8 of Statement of Financial Accounting Standards (“SFAS”) No. 144.

 The Company’s reporting unit for testing
goodwill for impairment is the operating segment. Management of the CCUSA segment operates and markets its tower portfolio as a single network including with regard to decisions about the allocation of resources and capital expenditures. While
separated for legal and financial reporting purposes in accordance with the Company’s financing arrangements, the Global Signal towers are part of an integrated offering to our customer as part of the Company’s existing CCUSA tower
portfolio, and are not evaluated, operated or marketed as an independent tower portfolio. No goodwill is recorded at the CCAL operating segment.

 The
Company will expand its disclosures in future filings to include more details relating to impairment of intangible assets including the evaluation of customer contracts by pooled group for each specific acquisition and management’s basis for
that determination.

 2

 Staff Comment:

 Please explain to us in detail and expand your disclosure in future filings to describe how you are accounting for the in-place customer site rental contracts, the leases for land under towers, and the term easement rights for land under
towers intangible assets. Specifically tell us if you are tracking these assets on a contract by contract basis or have you pooled them for accounting purposes. If you have pooled these intangible assets for accounting purposes, please explain to us
(a) how they are pooled, (b) your basis in GAAP for pooling them, (c) how you have estimated the useful life of the pools of assets, and (d) your basis for amortizing the pooled assets using the straight-line method.

Company Response:

 See the Company’s response above to the
Staff’s first comment for additional information regarding its intangible assets and its approach to evaluating such assets for potential impairment losses.

 Below is more detail on the Company’s accounting policy for customer contracts, the only intangible asset that is pooled. The Company will expand its disclosures in future filings to include additional disclosure relating to customer
contracts being pooled into groups for each specific acquisition, the determination of the useful life and amortization method of its intangible assets.

 The Company notes that its customer contracts have uniformity in 1) profitability, 2) expected life, 3) risk, and 4) customer base (as discussed further above) for each pool. More specifically, the actual decay rate, as further discussed in
the first response above, has been very low for the Company’s customer contracts including the Global Signal customer contracts. The actual annual decay rate for the customer contracts acquired in Global Signal Merger was consistent with that
assumed in the valuation.

 In determination of the useful life of customer contracts, the Company considered the following factors pursuant to paragraph 11
of SFAS 142 and its subsections including 1) the useful life of the customer contracts is the period over which the asset is expected to contribute directly or indirectly to future cash flow, 2) the decay rate which assumes renewals since they do
not result in substantial cost and with respect to post-adoption of FASB Staff Position FAS 142-3 (“FSP 142-3”) the assumption of renewals is consistent with the Company’s historical experience in renewing customer contracts, and 3)
the useful life shall be based on the expected useful life of another asset for which the intangible asset may relate such as the tower asset. The determination of fair value for customer contracts reflects assumptions regarding the previously
mentioned very low decay rate that resulted in estimated cash flows for periods in excess of 20 years. However, consistent with paragraph 11 of FSP 142-3 and pursuant to paragraph 11(b) of SFAS 142, the Company’s best estimate of the useful
life of the customer contracts is 20 years based on the maximum tower asset useful life of 20 years. Pursuant to paragraph 14 of SFAS 142, the Company evaluates the remaining useful life of intangible assets each reporting period and has determined
that a revision to the remaining period of amortization is not warranted.

 The Company uses the straight-line method for amortization because the estimated
useful life was shortened from the period in which the economic benefits are expected to ultimately be consumed. The Company believes that the straight-line method corresponds with the distribution of expected revenues and is consistent with
paragraph 12 of SFAS 142. In addition, the Company reviewed the reasonableness of the straight-line method by considering that customer contracts do not consume economic benefits rapidly because, as previously mentioned, the decay rate is very low
and is offset by contractual escalations in the revenues.

 The below-market leases and term easements for land under its towers are accounted for on a
contract-by-contract basis. The below-market leases for land under its towers and term easements are with numerous

 3

landowners, not uniform and their fair value is facts and circumstances dependent for each specific contract. Specific considerations for below-market leases
include market lease rates, location and size of the property, and the remaining term. The fair value of term easements is based on the amount of the prepayment which varies based on market lease rates, location and size of the property, and term of
the easement.

 *  *  *  *

 We acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 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

•

 the Company may not 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.

 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 the undersigned at (713) 570-3076. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

 Sincerely,

 /s/ Jay A. Brown

 Jay A. Brown

 Senior Vice President, Chief Financial
Officer and Treasurer

Cc:
Robert S. Littlepage

 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3720

       March 30, 2009

Via U.S. Mail and Fax (713.570.3150)
Mr. Jay A. Brown
Senior Vice President, Chief Financial Officer   and Treasurer Crown Castle International Corp. 1220 Augusta Drive Suite 500 Houston, TX 77057
RE: Crown Castle International Corp.
Form 10-K for Fiscal Year Ended December 31, 2008
File No. 001-16441

Dear Mr. Brown:
We have reviewed your filing and have the following comments.  If you disagree
with a comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.     In our comments we have asked you to provide us with additional information so we may better understand your disclosure.  We have also asked that you comply with the comments in future filings, as applicable.  Confirm in writing that you will do so and also explain to us how you intend to comply.  Please do so within the time frame set forth below.  Please understand that after our review of your responses, we may raise additional comments.
Form 10-K for the Fiscal Year Ended December 30, 2008

Critical Accounting Policies and Estimates, page 36

Accounting for Long-Lived Assets, page 36

Please explain to us and expand your disclosure in future filings to describe how you group your intangible assets for purposes of testing for impairment loss.  Please refer us, in your response, to the accounting literature supporting your policy.

Mr. Jay A. Brown
Crown Castle International Corp.
March 30, 2009 Page 2  Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies, page 49
 Intangible Assets, page 51

Please explain to us in detail and expand your disclosure in future filings to describe how you are accounting for the in-place customer site rental contracts, the leases for land under towers, and the term easement rights for land under towers intangible assets. Specifically tell us if you are tracking these assets on a contract by contract basis or have you pooled them for accounting purposes.  If you have pooled these intangible assets for accounting purposes, please explain to us (a) how they are pooled, (b) your basis in GAAP for pooling them, (c) how you have estimated the useful life of the pools of assets, and (d) your basis for amortizing the pooled assets using the straight-line method.
*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please file your letter over EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the company may not 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.

In addition, please be advised that the Division of Enforcement has access to all

Mr. Jay A. Brown
Crown Castle International Corp. March 30, 2009 Page 3  information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
You may contact Kenya Wright Gumbs, Staff Accountant, at (202) 551-3373 or
Robert S. Littlepage Jr., Accountant Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.
Sincerely,

Larry Spirgel Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
May 19, 2008
   Mr. W. Benjamin Moreland Executive Vice President and Chief Financial Officer Crown Castle International Corp. 1220 Augusta Drive, Suite 500 Houston, TX 77057-2261 Facsimile: (713) 570-3053
 RE: Crown Castle International Corp.
Form 10-K for the year ended December 31, 2007
  Filed February 27, 2008
  File No. 1-16441

Dear Mr. Moreland:
We have completed our review of your Form 10-K and have no further comments at this
time.
Sincerely,
          / s /  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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Correspondence

 Crown Castle International Corp.

 1220 Augusta Drive

 Suite 500

 Houston, TX 77057

 Tel:        713 570.3000

 Fax:        713 570.3053

 www.crowncastle.com

 May 12, 2008

 Mr. Larry Spirgel, Assistant Director

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-5546

RE:

Crown Castle International Corp.

Form 10-K for the year ended December 31, 2007

Filed February 27, 2008

File No. 1-16441

 Mr. Spirgel:

 In response to your letter dated April 29, 2008 (“Letter”) in which you provided comments as to future filing in the Compensation Discussion and Analysis (“CD&A”) section of the Crown
Castle International Corp. (“Company”) definitive proxy statement filed with the United States Securities and Exchange Commission (“Commission”), we contemplate (based upon current facts and circumstances relating to Company
executive officer compensation) that the Company in its proxy statement filing in 2009 can provide additional information as to the three comments contained in the Letter, including clarification relating to the use of benchmark surveys and the
achievement of certain short-term incentive targets without restraint due to competitive harm. At this time, we do not anticipate changes in our compensation practices relating to any current or future executive officers that would require a
material change in such CD&A as compared to the Company proxy statement filed on April 8, 2008 (“Proxy Statement”).

 Comment 1:
Competitive Benchmarking, page 27 of Proxy Statement

 Peer group data, telecom industry market data, general industry market data
and additional market data are used collectively by the Company Compensation Committee (“Committee”) to make decisions regarding executive compensation. No single group, survey or set of market data is used by the Committee as the primary
gauge, and no formulaic quantitative methodology is employed by the Committee when using such data to determine executive compensation. The Company will further clarify the use of such data.

 Comment 2: Short-Term Incentives, page 30 of Proxy Statement

 We anticipate disclosing the extent that quantitative targets relating to the Executive Management Team Annual Incentive Plan are achieved and an overall rating assessment with respect to each named executive officer
regarding the achievement of combined qualitative and quantitative targets.

 Comment 3: Long-Term Incentives, page 33 of Proxy Statement

 We will provide additional detail regarding the various factors which contribute to the determination of restricted stock award grant
levels for each of the named executive officers.

 * * * *

 We acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to
the Company’s filings; and

•

 The Company may not assert Commission staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 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 the undersigned at 713-570-3083. In my absence, please contact E. Blake Hawk, Executive Vice President and General Counsel at 713-570-3155.

Sincerely,

 /s/ W. Benjamin Moreland

W. Benjamin Moreland

Executive Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
April 29, 2008
   Mr. W. Benjamin Moreland Executive Vice President and Chief Financial Officer Crown Castle International Corp. 1220 Augusta Drive, Suite 500 Houston, TX 77057-2261 Facsimile: (713) 570-3053
 RE: Crown Castle International Corp.
Form 10-K for the year ended December 31, 2007
  Filed February 27, 2008
  File No. 1-16441

Dear Mr. Moreland:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.     Please comply with our comments in future filings.  Confirm in your response letter that you will do so.  Please do so within the time frame set forth below.  Please understand that after our review of your responses, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Crown Castle International Corp.
April 29, 2008 Page 2  Form 10-K for the year ended December 31, 2007

 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Compensation Discussion and Analysis, page 26

 Competitive Benchmarking, page 27

1. It is not clear whether the compensation committee uses the surveys underlying the telecom
 industry market data and the general industry market data for benchmarking
purposes.  If so, you must identify the companies in the surveys.  Please confirm in your response letter that you will comply with our comment in future filings where you use the surveys to benchmark elements of your named executive officers’ compensation.  See Regulation S-K Item 402(b)(2)(xiv).
 Short-Term Incentives, page 30

2. Please disclose the corporate, business unit and individual AI Plan goals for each named executive officer.  Disclose the extent to which the goals were achieved.  To the extent the targets are not stated in quantitative term
s, explain how the compensation committee
determined the officer’s achievement levels for that performance measure.  If you believe that disclosure of performance goals is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion.  If you believe you have a sufficient basis to keep the information confidential, disclose how difficult it would be for the executive or how likely it would be for you or a business unit to achieve the undisclosed performance goal.  General statements regarding the level of difficulty or ease associated with achieving the goals are not sufficient.  In discussing how difficult it will be for an executive or how likely it will
be for you or a business unit to achieve the performance goals, provide as much detail as necessary without providing information that would result in competitive harm.
 Long-Term Incentives, page 33

 3. We note your disclosure on page 37 of the determination of RSA grant levels.  Please
describe in more detail how the various factors you cite (i.e. a range based on 75th percentile of market, overall financial performance, individual performance, and anticipated future role) contributed to your determination of RSA grant levels for each of the named executive officers in your most recent fiscal year.

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please file your letter over EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

Crown Castle International Corp.
April 29, 2008 Page 3    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not 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.  In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please contact John Harrington, Attorney-Adviso r, at (202) 551-3576 or Kathleen Krebs,
Special Counsel, at (202) 551-3810 with any other questions.          S i n c e r e l y ,            / s /  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
February 7, 2007

Mr. W. Benjamin Moreland
Executive Vice President and
Chief Financial Officer
Crown Castle International Corp.
510 Bering Drive
Suite 600
Houston, Texas 77057-1457

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 Mr. Moreland:

We have reviewed your Form 10-Q and have the following comment.  We have limited
our review to the issue addre ssed in our comment.  In our comment, we have asked you to
provide us with information so we may better unde rstand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comment or any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Review of Non-Cash Equity Based Compensation
We note your disclosure regarding your adopt ion of Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstate ments when Quantifying Misstatements in Current
Year Financial Statements  (SAB 108).  We further note that, pursuant to SAB 108, you corrected
errors in your accounting for equity-based compensation by recording a non-cash offsetting
cumulative effect adjustment of $83,985,000 within stockholders’ equity.
The SAB 108 transition provision s provide for a cumulative effect adjustment for errors
determined to be immaterial in prior periods under an issuer’s previ ous and properly applied
methodology, and after considering appr opriate qualitative factors, bu t that are material to those
periods based on the guidance of SAB 108.  SAB 99 notes that a materialit y evaluation must be
based on all relevant quantitative and qualitative factors.  Based on your facts and circumstances,
and given the subject matter of  the review, it is unclear wh ether the use of the one-time
cumulative effect adjustment permitted by SAB 108 is appropriate.

Mr. Moreland
February 7, 2007
Page 2
Please provide your annual SAB 99 materialit y analysis explaining how you determined
that the errors related to each prior period were immaterial on both a quantitative and qualitative
basis.  Please ensure your response addresses all of the qualitative factors outlined in SAB 99
and any other relevant qualitative factors.  Pleas e also provide additional detail with respect to
the adjustments made to the empl oyee grants after the grant date.

*    *    *    *

As appropriate, please amend your filing and respond to this comment within 10 business
days or tell us when you will provide us with a response.  Please file your response letter on EDGAR.  Please understand that we may have  additional comments after reviewing your
response, as well as any filing made in response to this letter.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that

• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

You may contact Robert S. L ittlepage at (202) 551-3361 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3810
with any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

Mail Stop 3720

       June 28, 2007

Mr. W. Benjamin Moreland
Executive Vice President
  and Chief Financial Officer
Crown Castle International Corp.
510 Bering Drive
Suite 600
Houston, TX 77057

RE: Crown Castle International Corp.
Form 10-K for Fiscal Year Ended December 31, 2006
File No. 001-16441

Dear Mr. Moreland:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

SEC Comment Response

 March 13, 2007

 Mr. Larry Spirgel, Assistant Director

 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
Mr. Spirgel:

 We are responding to your letter dated March 5, 2007, in which you provided comment on the initial response of Crown
Castle International Corp. (“Company”) to your letter dated February 7, 2007. In the February letter, you commented on the Company’s periodic report on Form 10-Q for fiscal quarter ended September 30, 2006. For the
convenience of the Staff, the Staff’s comment is reproduced and is followed by the response of the Company.

 As noted in our response
to your February letter, the Company received a letter from the SEC’s Division of Enforcement (“Enforcement”) on July 17, 2006 (“Enforcement Letter”) stating that it was conducting an informal inquiry into various
matters related to the Company, including whether grants of stock options have been backdated. In response to the Enforcement Letter, the Company conducted a detailed review of its stock option practices during the third quarter of 2006
(“Review”). The Review found no inappropriate action in the administration of the Company stock options, but it resulted in the Company discovering errors in its accounting for equity-based compensation totaling approximately $84.0 million
net cumulative increase to stock-based compensation expense (“$84M Adjustment”). Detailed information regarding the Company’s stock option practices and the results of the Review was submitted to and discussed with Enforcement. Prior
to filing the Company’s periodic report on Form 10-Q for the fiscal quarter ended June 30, 2006, the Company informed Enforcement that the Company has concluded that the $84M Adjustment was immaterial. The primary Enforcement contact was
John Popham at (817) 978-6448.

 Staff Comment:

 We have reviewed your letter dated February 15, 2007. As previously requested, please provide us your SAB 99 materiality analysis for each reporting period affected by the errors.

 Company Response:

 We respectfully submit the
Company’s SAB 99 materiality analysis explaining how the Company determined that the errors were immaterial on a quantitative and qualitative basis, using the “rollover” method previously employed by the Company. The errors
(“Errors”) relate solely to the $84M Adjustment. There were no other unadjusted audit differences to consider in the Company’s SAB 99 materiality analysis.

 The following SAB 99 materiality analysis addresses the Company’s position with respect to the qualitative factors outlined in SAB 99. Please note the $84M Adjustment includes adjustments for fiscal years 1998
through 2006, with approximately $71.0 million (85%) related to years 1998 through 2000 (“$71M Adjustment”). The Company’s SAB 99 materiality analysis submitted on February 15, 2007 did not individually evaluate the impact
of the $84M Adjustment on years 1998 through 2000, which are outside of the five-year table presented in the Company’s filed annual report on Form 10-K, for the fiscal year ended December 31, 2005 (“2005 10-K”). The $71M
Adjustment would have been reflected as a debit to accumulated deficit and a credit to additional paid-in capital. The $71M Adjustment represents approximately 3.1% of total stockholders’ equity of $2.288 billion as of January 1, 2001.
Since both accumulated deficit and additional paid-in capital are components of stockholders’ equity, the $71M Adjustment would have had no net impact on total stockholders’ equity disclosed in the five-year table in the 2005 10-K. Based
on these factors and, in particular, the nature of the items giving rise to such amounts, the Company deemed further consideration of the materiality of the impact of the Errors in years 1998, 1999 and 2000 not relevant or useful to users or
prospective users of the Company’s financial statements. However, in response to your comment letter dated March 5, 2007, the Company has included in its SAB 99 materiality analysis below the additional factors the Company previously
considered in its evaluation of the materiality of the impact of the Errors in years 1998, 1999 and 2000.

 SAB 99 Materiality Analysis

•

 Whether the item arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the
estimate. The Errors are capable of precise measurement, with the exception of an approximate $1.0 million of the $84M Adjustment that is an estimate based upon a calculation from a Black-Scholes-Merton option pricing model, used to determine
the fair value of modified stock options on the date of modification.

•

 Whether the misstatement masks a change in earnings and other trends. The Errors do not mask a change in earnings trends for any of the years to which
the Errors related, as illustrated in the following table:

2005

2004(2)

2003

2002

2001

2000(1)

1999(1)

1998(1)

Total

(As
restated)

(As
restated)

(As
restated)

(In millions)

 Net income (loss), as reported

$
(401.5
)

$
233.1

$
(451.6
)

$
(316.3
)

$
(396.6
)

$
(302.0
)

$
(135.7
)

$
(43.6
)

 Adjustment

1.6

0.7

(5.4
)

(2.8
)

(7.4
)

(18.5
)

(6.3
)

(45.8
)

(83.9
)

 Net income (loss), as adjusted

$
(399.9
)

$
233.8

$
(457.0
)

$
(319.1
)

$
(404.0
)

$
(320.5
)

$
(142.0
)

$
(89.4
)

 The Company considered the above quantitative measures of materiality related to years 1998, 1999
and 2000, as well as the qualitative factors related to those years. Those qualitative factors included not only the factors outlined in SAB 99 (included in italicized type herein in this response letter) but also other relevant qualitative factors
related to the nature of the items. First and foremost, as disclosed in the Company’s periodic report on Form 10-Q for the fiscal quarter ended June 30, 2006, $45.7 million of the $45.8 million adjustment for 1998 relates to the deemed
modification of certain stock options as a result of entering into severance agreements (“1998 Severance Agreements”) with certain executives at the time of, and as disclosed in detail in the Company’s Form S-1 filed in connection
with, the IPO. The 1998 Severance Agreements only affected outstanding stock options upon a qualified termination of an executive with the Company and, in the event of a qualified termination, provided for the vesting of outstanding unvested stock
options and the potential extension of option exercise periods. None of these deemed modifications involved any pricing or re-pricing errors for any affected options or any instances of malfeasance.

 In addition, $5.4 million of the $6.3 million adjustment for 1999 relates to the deemed modification of certain stock options as a result of entering
into severance agreements in 1999 (“1999 Severance Agreements”) with two other executives, which agreements had terms similar to the 1998 Severance Agreements. Like the 1998 Severance Agreements, the 1999 Severance Agreements also only
affected stock options upon a qualified termination of an executive with the Company and, in the event of a qualified termination, provided for the vesting of outstanding unvested stock options and the potential extension of option exercise periods.
None of these deemed modifications involved and pricing or re-pricing errors for any affected options or any instances of malfeasance.

(1)
The Company previously restated its consolidated balance sheet as of December 31, 2004, and consolidated statements of operations and comprehensive income (loss) and
stockholders’ equity for the years ended December 31, 2003 and 2004 to reflect the corrections of errors for certain non-cash items relating to the Company’s lease accounting practices. The restatement affected periods prior to 2003,
including years 1998 through 2002. The impact of the restatement on such periods was reflected as an adjustment to opening accumulated deficit as of January 1, 2003. The restatement (“2005 Restatement”) was reported in the Company’s
2005 10-K filed in March 2006. See “Explanatory Note Regarding Restatement” in the Company’s 2005 Form 10-K. Additionally, the Company previously restated its consolidated balance sheet as of December 31, 2003 and consolidated
statements of operations and comprehensive income (loss) and stockholders’ equity for the years ended December 31, 2002 and 2003 to reflect the corrections of errors for certain non-cash items relating to the Company’s lease accounting
practices. The restatement affected periods prior to 2002, including years 1998 through 2001. The impact of the restatement on such periods was reflected as an adjustment to opening accumulated deficit as of January 1, 2002. The restatement
(“2004 Restatement”) was reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (“2004 10-K”) filed in March 2005. See “Explanatory Note Regarding Restatement” in the
Company’s 2004 10-K. Restated financial statements for (1) 1998, 1999 and 2000 as a result of the 2005 Restatement, and (2) 1998 and 1999 as a result of the 2004 Restatement have not been previously reported publicly; however, the net income
(loss), as reported and net income (loss) per share, as reported amounts included in the tables have been restated to reflect the impact of the 2004 Restatement and 2005 Restatement.

(2)
Inclusive of income from discontinued operations of $534,688 for 2004, substantially all of which relates to the Company’s former U.K. operations.

 Further, with respect to each of 1998, 1999 and 2000, please note the following additional relevant
qualitative factors: (i) as discussed above, the $71M Adjustment has no impact on total stockholders’ equity disclosed in the 2005 10-K, (ii) the number of fiscal years that have elapsed and the number of subsequently filed results
for the Company, combined with (a) subsequent acquisitions and dispositions by the Company and (b) subsequent changes in the capital structure, all of which when considered together limit the relevance and utility of the reported results
for those years, (iii) the adjustments relate to a non-cash item, stock-based compensation expense, and (iv) the adjustments relate to stock-based compensation expense, which is excluded by definition from the primary metrics used by
analysts to develop and evaluate the performance of both the Company and its peers.

•

 Whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise. The Errors do not hide a failure to meet
analysts’ consensus expectations for the Company. See the table below for net income (loss) per share, as reported and net income (loss) per share, as adjusted for the impact of the Errors.

2005

2004(3)

2003

2002

2001

2000(1)

1999(1)

1998(1)

(As
restated)

(As
restated)

(As
restated)

 Net income (loss) per share, as reported

$
(2.07
)

$
0.88

$
(2.34
)

$
(1.38
)

$
(2.22
)

$
(1.69
)

$
(1.03
)

$
(1.02
)

 Adjustment, per share

0.01

0.00

(0.03
)

(0.01
)

(0.03
)

(0.10
)

(0.05
)

(1.08
)

 Net income (loss) per share, as adjusted

$
(2.06
)

$
0.88

$
(2.37
)

$
(1.39
)

$
(2.25
)

$
(1.79
)

$
(1.08
)

$
(2.10
)

 Consensus estimate of net income (loss) per share(4)

$
(1.96
)

$
1.03

$
(1.65
)

$
(1.60
)

$
(1.90
)

$
(1.47
)

$
(0.96
)

N/A

 Common shares outstanding – basic and diluted

217,759

221,693

216,947

218,028

214,246

178,588

131,466

42,518

 Furthermore, stock-based compensation expense is a non-cash expense and does not impact either
recurring cash flow or adjusted EBITDA, which are the metrics primarily used by the Company to analyze the current performance of its core businesses, its employee performance and a measure of its cash flow available for discretionary investments.
These metrics are also the primary metrics used by analysts when developing expectations for the Company.

•

 Whether the misstatement changes a loss into income or vice versa. As set forth in the table above, the Errors do not change a loss into income or
income to loss in any affected period.

•

 Whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the
registrant’s operations or profitability. Although, the Errors do concern a segment or other portion of the Company’s business that has been identified as playing a significant role in the Company’s operations or profitability,
CCUSA, each of the Company’s segments, including CCUSA, has historically had both a pre-tax loss and net loss, either with or without consideration of these Errors. The net income reflected by the Company in 2004 is the result of a significant
gain realized by the Company on the disposition of its operations in the U.K.

(3)
Inclusive of income from discontinued operations per share of $2.42 for 2004, substantially all of which relates to the Company’s former U.K. operations.

(4)
Source: Reuters - Information unavailable for 1998; the Company was not followed by Reuters.

•

 Whether the misstatement affects the registrant’s compliance with regulatory requirements. The Errors do not affect the Company’s compliance
with regulatory requirements. The Company considered the impact of the Errors on compliance with both Internal Revenue Code Sections (“Section”) 162(m) and 409(a) during the Review. The Company has determined that the Errors did not cause
any amounts previously deducted to be subject to disallowance rules under Section 162(m); and further, the Company has a very significant net operating loss tax position. The Company has also reviewed Section 409(a) and the Company has
undertaken the necessary steps to comply with the Section 409(a). Further, all stock options granted since the Company’s initial public offering in August 1998 (“IPO”), have been non-qualified stock options for income tax
purposes; and upon the exercise of all stock options, the Company has reported applicable income to the option holder and remitted income and employment taxes. No other regulatory requirements were affected.

•

 Whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements. As discussed in the Company’s
periodic reports on Form 10-Q for the fiscal quarters ended June 30, 2006 and September 30, 2006, the Errors do not affect the Company’s compliance with its loan covenants for any affected period. The debt covenants in effect during
the affected periods required the Company to maintain certain financial ratios based on measures of earnings or cash flow that exclude non-cash charges (including stock-based compensation charges), such as adjusted EBITDA. The Errors also do not
affect the Company’s compliance with any other contractual requirements during the affected periods.

•

 Whether the misstatement has the effect of increasing management’s compensation. The Errors do not have the effect of increasing management’s
compensation. The Company has historically paid bonuses and awarded equity-based compensation based on (i) individual performance and (ii) the financial performance of the Company. The financial performance metrics historically used in the
calculation of bonuses and equity awards excluded, by definition, stock-based compensation charges. The financial performance metrics have included adjusted EBITDA, recurring cash flow, and net sales in the affected periods.

•

 Whether the misstatement involves concealment of an unlawful transaction. The Errors do not involve any malfeasance or the concealment of an unlawful
transaction. An understanding of the Review (including the individuals involved with the Review) is useful to more fully appreciate the conclusions above and below. The initial scope of the Review was deter

Mail Stop 3720
March 5, 2007

Mr. W. Benjamin Moreland
Executive Vice President and
Chief Financial Officer
Crown Castle International Corp.
510 Bering Drive
Suite 600
Houston, Texas 77057-1457

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 Mr. Moreland:
We have reviewed your letter dated Februa ry 15, 2007.  As previously requested, please
provide us your SAB 99 materialit y analysis for each reporting period affected by the errors.

You may contact Robert S. Littlepage at (202) 551-3361 or Kenya Wright Gumbs at
(202) 551-3373 if you have questions regarding th is comment.  Please contact me at (202) 551-
3810 with any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

SEC Comment Response Letter

 February 15, 2007

 Mr. Larry Spirgel, Assistant Director

 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 Mr. Spirgel:

 We are responding to your letter dated February 7, 2007, in which you provided comment on the Crown Castle International Corp. (“Company”)
periodic report on Form 10-Q for fiscal quarter ended September 30, 2006. For the convenience of the Staff, the Staff’s comment is reproduced and is followed by the response of the Company.

 Please note that the Company received a letter from the SEC’s Division of Enforcement (“Enforcement”) on July 17, 2006
(“Enforcement Letter”) stating that it was conducting an informal inquiry into various matters related to the Company, including whether grants of stock options have been backdated. In response to the Enforcement Letter, the Company
conducted a detailed review of its stock option practices during the third quarter of 2006 (“Review”). The Review found no inappropriate action in the administration of the Company stock options, but it resulted in the Company discovering
errors in its accounting for equity-based compensation totaling approximately $84.0 million net cumulative increase to stock-based compensation expense (“$84M Adjustment”). Detailed information regarding the Company’s stock option
practices and the results of the Review was submitted to and discussed with Enforcement. Prior to filing the Company’s periodic report on Form 10-Q for the fiscal quarter ended June 30, 2006, the Company informed Enforcement that the
Company has concluded that the $84M Adjustment was immaterial. The primary Enforcement contact was John Popham at (817) 978-6448.

 Staff Comment:

 We note your disclosure regarding your adoption of Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). We further note that, pursuant to SAB 108, you corrected errors in your accounting for equity-based compensation by recording a non-cash offsetting
cumulative effect adjustment of $83,985,000 within stockholders’ equity.

 The SAB 108 transition provisions provide for a cumulative effect adjustment for errors determined to be
immaterial in prior periods under an issuer’s previous and properly applied methodology, and after considering appropriate qualitative factors, but that are material to those periods based on the guidance of SAB 108. SAB 99 notes that a
materiality evaluation must be based on all relevant quantitative and qualitative factors. Based on your facts and circumstances, and given the subject matter of the review, it is unclear whether the use of the one-time cumulative effect adjustment
permitted by SAB 108 is appropriate.

 Please provide your annual SAB 99 materiality analysis explaining how you determined that the errors
related to each prior period were immaterial on both a quantitative and qualitative basis. Please ensure your response addresses all of the qualitative factors outlined in SAB 99 and any other relevant qualitative factors. Please also provide
additional detail with respect to the adjustments made to the employee grants after the grant date.

 Company Response:

 We respectfully submit the Company’s SAB 99 materiality analysis explaining how the Company determined that the errors were immaterial on both a
quantitative and qualitative basis, using the “rollover” method previously employed by the Company. The errors (“Errors”) relate solely to the $84M Adjustment. There were no other unadjusted audit differences to consider in our
SAB 99 Analysis.

 The following SAB 99 analysis addresses the Company’s position with respect to the qualitative factors outlined in
SAB 99. Please note the $84M Adjustment includes adjustments for fiscal years 1998 through 2006, with approximately $71.0 million (85%) related to years 1998 through 2000 (“$71M Adjustment”). The Company’s SAB 99 analysis below
does not individually evaluate the impact of the $84M Adjustment on years 1998 through 2000, which are outside of the five-year table presented in the Company’s most recently filed annual report on Form 10-K, for the fiscal year ended
December 31, 2005 (“2005 10-K”). The $71M Adjustment would have been reflected as a debit to accumulated deficit and a credit to additional paid-in capital. The $71M Adjustment represents approximately 3.1% of total stockholders’
equity of $2.288 billion as of January 1, 2001. Since both accumulated deficit and additional paid-in capital are components of stockholders’ equity, the $71M Adjustment would have had no net impact on total stockholders’ equity
disclosed in the five-year table in the 2005 10-K. Based on these factors and the nature of the items giving rise to such amounts, the Company deemed further consideration of the materiality of the impact of the Errors in years 1998, 1999, and 2000
not relevant or useful to users or prospective users of the Company’s financial statements.

•

 Whether the item arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the
estimate. The Errors are capable of precise measurement, with the exception of an approximate $1.0 million of the $84M Adjustment that is an estimate based upon a calculation from a Black-Scholes-Merton option pricing model, used to determine
the fair value of modified stock options on the date of modification.

•

 Whether the misstatement masks a change in earnings and other trends. The Errors do not mask a change in earnings trends for any of the years to which
the Errors related, as illustrated in the following table:

2005

2004

2003

2002

2001

Prior

Total

(In millions)

 Net income (loss), as reported

$
(401.5
)

$
233.1

$
(451.6
)

$
(316.3
)

$
(396.6
)

 Adjustment

1.6

0.7

(5.4
)

(2.8
)

(7.4
)

(70.6
)

(83.9
)

 Net income (loss), as adjusted

$
(399.9
)

$
233.8

$
(457.0
)

$
(319.1
)

$
(404.0
)

•

 Whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise. The Errors do not hide a failure to meet
analysts’ consensus expectations for the Company. See the table below for net income (loss) per share, as reported and net income (loss) per share, as adjusted for the impact of the Errors.

2005

2004

2003

2002

2001

 Net income (loss) per share, as reported (1)

$
(2.07
)

$
0.88

$
(2.34
)

$
(1.38
)

$
(2.22
)

 Adjustment

0.01

0.00

(0.03
)

(0.01
)

(0.03
)

 Net income (loss) per share, as adjusted

$
(2.06
)

$
0.88

$
(2.37
)

$
(1.39
)

$
(2.25
)

 Consensus estimate of net income (loss) per share

$
(1.96
)

$
(1.03
)

$
(1.65
)

$
(1.60
)

$
(1.90
)

(1)
Inclusive of income from discontinued U.K. operations per share of $2.42 for 2004.

 Furthermore, stock-based compensation expense is a non-cash expense and does not impact either recurring cash flow or adjusted EBITDA, which are the metrics primarily used by the Company to analyze the current
performance of its core businesses, its employee performance and a measure of its cash flow available for discretionary investments. These metrics are also the primary metrics used by analysts when developing expectations for the Company.

•

 Whether the misstatement changes a loss into income or vice versa. As set forth in the table above, the Errors do not change a loss into income or
income to loss in any affected period.

•

 Whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the
registrant’s operations or profitability. Although, the Errors do concern a segment or other portion of the Company’s business that has been identified as playing a significant role in the Company’s operations or profitability,
CCUSA, each of the Company’s segments, including CCUSA, has historically had both a pre-tax loss and net loss, either with or without consideration of these Errors. The net income reflected by the Company in 2004 is the result of a significant
gain realized by the Company on the disposition of its operations in the U.K.

•

 Whether the misstatement affects the registrant’s compliance with regulatory requirements. The Errors do not affect the Company’s compliance
with regulatory requirements. The Company considered the impact of the Errors on compliance with both Internal Revenue Code Sections (“Section”) 162(m) and 409(a) during the Review. The Company has determined that the Errors did not cause
any amounts previously deducted to be subject to disallowance rules under Section 162(m); and further, the Company has a very significant net operating loss tax position. The Company has also

reviewed Section 409(a) and the Company has undertaken the necessary steps to comply with the Section 409(a). Further, all stock options granted
since the Company’s initial public offering in August 1998 (“IPO”), have been non-qualified stock options for income tax purposes; and upon the exercise of all stock options, the Company has reported applicable income to the option
holder and remitted income and employment taxes. No other regulatory requirements were affected.

•

 Whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements. As discussed in the Company’s
periodic reports on Form 10-Q for the fiscal quarters ended June 30, 2006 and September 30, 2006, the Errors do not affect the Company’s compliance with its loan covenants for any affected period. The debt covenants in effect during
the affected periods required the Company to maintain certain financial ratios based on measures of earnings or cash flow that exclude non-cash charges (including stock-based compensation charges), such as adjusted EBITDA. The Errors also do not
affect the Company’s compliance with any other contractual requirements during the affected periods.

•

 Whether the misstatement has the effect of increasing management’s compensation. The Errors do not have the effect of increasing management’s
compensation. The Company has historically paid bonuses and awarded equity-based compensation based on (i) individual performance and (ii) the financial performance of the Company. The financial performance metrics historically used in the
calculation of bonuses and equity awards excluded, by definition, stock-based compensation charges. The financial performance metrics have included adjusted EBITDA, recurring cash flow, and net sales in the affected periods.

•

 Whether the misstatement involves concealment of an unlawful transaction. The Errors do not involve any malfeasance or the concealment of an unlawful
transaction. An understanding of the Review (including the individuals involved with the Review) is useful to more fully appreciate the conclusions above and below. The initial scope of the Review was determined based on discussions with the
Company’s external auditors, KPMG, and the Company’s Audit Committee (“Audit Committee”). Frequent meetings were held throughout the Review with the Audit Committee, with KPMG in attendance, to update the status, re-confirm the
scope, discuss results, and consider the impact of the results on the Company’s previously issued financial statements. Further, the Company ceased the granting of stock options in 2003 and the Company accounting staff (including the Controller
and Principal Accounting Officer) involved in the Review was not involved with the accounting for equity-based compensation prior to 2005.

•

 Whether management has intentionally misstated items in the financial statements to “manage” reported earnings. Based on the Review, there is no
evidence that the Company has intentionally misstated items in the financial statements to “manage” reported earnings. Please also note that approximately $46.0 million (55%) of the $84M Adjustment relates to the deemed modification
of certain stock options issued prior to the IPO in August 1998. The stock options were deemed modified as a result of entering into severance agreements (“1998 Severance Agreements”) with executives at the time of, and as disclosed in
detail in the Company’s Form S-1 filed in connection with, the IPO. None of these deemed modifications involved re-pricing any options.

 Before the Company filed its periodic report on Form 10-Q for the fiscal quarter ended June 30,
2006, the Company had several discussions with the Company’s Audit Committee, its external auditor, KPMG, and KPMG’s Department of Professional Practice. The Company’s Audit Committee, the KPMG Engagement Partner, the SEC Reviewing
Partner, and Carmen Bailey in KPMG’s Department of Professional Practice all considered the Company’s SAB 99 analysis of the Errors, and each of them concurred with the Company’s conclusion that the Errors were not material to any
affected period.

 In response to your request to provide additional detail with respect to the adjustments made to the employee grants
after the grant date, please note substantially all of the modifications to employee grants after the grant date relate to modifications of severance agreements in 1998 and 1999 totaling a combined approximately $51.0 million, as discussed below.
The remainder of the $84M Adjustment is comprised of (i) approximately $8.0 million related to Deal options, which are defined and discussed below, (ii) approximately $21.0 million related to minor document deficiencies for certain stock
options issued either (a) in 2000 in conjunction with the Company’s broad-based employee awards program or (b) from 1998 through 2002 to employees in conjunction with promotions or acceptance of employment, and
(iii) approximately $4.0 million related to various other modifications to stock options. Based on the Review, these stock options were deemed to have resulted in a measurement date different from the original measurement date used by the
Company (typically the grant date). See the table below for a summary of the $84M Adjustment:

 Award Category

Amount of Net Adjustment

(In millions)

 1998 Severance Agreements

$
46.0

 1999 Severance Agreements

5.0

 Deal awards

8.0

 Annual, promotion and new-hire awards

21.0

 Other modifications

4.0

 Total

$
84.0

 As disclosed in the Company’s periodic report on Form 10-Q for the fiscal quarter ended
June 30, 2006, approximately $46.0 million of the $84M Adjustment relates to the deemed modification of certain stock options as a result of entering into the 1998 Severance Agreements at the time of the IPO. The 1998 Severance Agreements only
affected outstanding stock options upon a qualified termination of an executive with the Company and, in the event of a qualified termination, provided for the vesting of outstanding unvested stock options and the potential extension of option
exercise periods. As a result, in connection with the Review, we determined that the 1998 Severance Agreements were deemed to have modified the affected outstanding stock options and resulted in a new measurement date pursuant to APB Opinion
No. 25, Accounting for Stock Issued to Employees (“APB 25”).

 An additional approximately $5.0 million of the $84M
Adjustment relates to the deemed modification of certain stock options as a result of certain executives entering into severance agreements in 1999 (“1999 Severance Agreements”) with terms similar to terms of the 1998 Severance Agreements.
The 1999 Severance Agreements also only affected outstanding stock options upon a qualified termination of an executive with the Company and, in the event of a qualified termination, provided for the vesting of outstanding unvested stock options and
the potential extension of option exercise periods. The 1999 Severance Agreement

Mail Stop 3720

       October 25, 2006

Mr. W. Benjamin Moreland
Executive Vice President
  and Chief Financial Officer
Crown Castle International Corp.
510 Bering Drive
Suite 600
Houston, TX 77057

RE: Crown Castle International Corp.
Form 10-K for Fiscal Year Ended December 31, 2005
Form 10-Q for Fiscal Quarters Ended March 31, 2006
and June 30,2006
File No. 001-16441

Dear Mr. Moreland:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

Mail Stop 3720

       October 13, 2006

Mr. W. Benjamin Moreland
Executive Vice President
  and Chief Financial Officer
Crown Castle International Corp.
510 Bering Drive
Suite 600
Houston, TX 77057

RE: Crown Castle International Corp.
Form 10-K for Fiscal Year Ended December 31, 2005
Form 10-Q for Fiscal Quarters Ended March 31, 2006
and June 30,2006
File No. 001-16441

Dear Mr. Moreland:

We have reviewed your supplemental response letter dated October 4, 2006 as
well as the above referenced filings and have the following comments.  As noted in our
comment letter dated September 22, 2006, we have limited our review to your financial statements and related disclosures and will make no further review of your documents.  As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required pursuant to the Securities Exchange Act of 1934.

Mr. W. Benjamin Moreland
Crown Castle International Corp.
October 13, 2006 Page 2
Form 10-K for Fiscal Year Ended December 31, 2005

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 29

Results of Operations, page 31

Compensation Charges Related to Stock Awards, page 44

1. We note your response to comment one.  Your proposed disclosures do not adequately clarify your treatment of common stock awards that do not reach market performance targets.  Additionally, your response does not address your discussion of retention awards in the subsequent paragraph, the provisions of which “result in forfeiture of any unvested shares in the event the common stock does not achieve the performance target of $42.50 for 10 consecutive trading days.”  Please confirm that your policy complies with SFAS 123 and SFAS 123R which both state that a market condition is not considered to be a vesting condition and an award is not deemed to be forfeited solely because a market condition is not satisfied and revise your accounting and/or your disclosures, as applicable, to comply with those standards.

Notes to Consolidated Financial Statements, page 62

7. Long-term Debt, page 79

2. We note your response to comment four and further refer you to paragraph 20 of APB 26 with regard to gains/losses on extinguishment of debt.  In future filings, please disclose these amounts separately on the face of your consolidated statement of operations.  Otherwise, please advise.

Form 10-Q for Fiscal Quarter Ended June 30, 2006

3. We note your response to comment eight.  Refer to the staff's guidance set forth in response to question 17 of Division of Co rporation Finance: Sarbanes-Oxley Act
of 2002 - Frequently Asked Questions, available on our website at
www.sec.gov/divisions/corpfin/faqs/soxact2002.htm .  Because the amended
certifications relate to the entire Form 10-Q filing, the amendment must include the entire filing.  Please amend your Form 10-Q as requested in our previous comment.

*    *    *    *

Mr. W. Benjamin Moreland
Crown Castle International Corp.
October 13, 2006 Page 3
Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter, via EDGAR, that keys your responses to our comments and provides any requested supplemental information.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Kenya Wright Gumbs, Staff Accountant, at (202) 551-3373 or
Joseph M. Kempf, Senior Staff Accountan t, at (202) 551-3352 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

Sincerely,

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

SEC Correspondence

 October 20, 2006

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:
Crown Castle International Corp.

 Form
10-K for the year ended December 31, 2005 filed on March 24, 2006

 Form 10-Q for fiscal quarters ended
March 31, 2006 and June 30, 2006 filed on May 5,

 2006 and August 14, 2006, respectively.

 File No. 001-16441

 Dear Mr. Spirgel:

 We are responding to your letter dated October 13, 2006, in which you provided
comment on the Crown Castle International Corp. (“the Company”) Annual Report on Form 10-K for the year ended December 31, 2005 and Form 10-Q for fiscal quarters ended March 31, 2006 and June 30, 2006. Set forth below are
the Company’s responses to the comments raised in the comment letter. For the convenience of the Staff, each of the Staff’s comments is reproduced and is followed by the corresponding response of the Company.

 Staff Comment 1:

 We
note your response to comment one. Your proposed disclosures do not adequately clarify your treatment of common stock awards that do not reach market performance targets. Additionally, your response does not address your discussion of retention
awards in the subsequent paragraph, the provisions of which “result in forfeiture of any unvested shares in the event the common stock does not achieve the performance target of $42.50 for 10 consecutive trading days.” Please confirm that
your policy complies with SFAS 123 and SFAS 123R which both state that a market condition is not considered to be a vesting condition and an award is not deemed to be forfeited solely because a market condition is not satisfied and revise your
accounting and/or your disclosures, as applicable, to comply with those standards.

 Company Response:

We confirm that our accounting policy, both currently and historically, complies with SFAS 123 and SFAS 123R, and that we do not treat the market
conditions in our awards as vesting conditions.

 We respectfully submit that in future filings, we will insert the following additional
disclosure after the sentence that ends with “will be forfeited at the end of the vesting period (February 23, 2010)” “by the employee. However, to the extent that the requisite service is rendered, compensation cost for accounting
purposes will not be reversed; rather it will be recognized regardless of whether or not the $37.07 market performance target is achieved.”

 In addition, we respectfully submit that in future filings, to the extent applicable, we will insert
additional disclosure related to retention and one-off awards such that the first sentence of the paragraph discussing retention awards will be modified as follows: “The retention awards for the executives and one-off restricted stock awards
also contain provisions that result in forfeiture by the employee of any unvested shares in the event the common stock does not achieve the performance market target of $42.50 for 20 consecutive trading days. However, to the extent that the
requisite service is rendered, compensation cost for accounting purposes will not be reversed; rather it will be recognized regardless of whether or not the $42.50 market performance target is achieved.”

 Finally, the sentence in the retention and one-off awards paragraph mentioned above that begins with “The share price forfeiture
provision…” will be modified to begin as follows: “The share price provision. . .”.

 Staff Comment
2:

 We note your response to comment four and further refer you to paragraph 20 of APB 26 with regard to gains/losses on extinguishment
of debt. In future filings, please disclose these amounts separately on the face of your consolidated statement of operations.

 Company Response:

 We will disclose the amounts related to gains/losses on extinguishment of debt on the face of our
consolidated statement of operations in future filings.

 Staff Comment 3:

 We note your response to comment eight. Refer to the Staff’s guidance set forth in response to question 17 of Division of Corporation Finance:
Sarbanes-Oxley Act of 2002 – Frequently Asked Questions, available on our website at www.sec.gov/divisions/corpfin/faqs/soxact2002.htm. Because the amended certifications relate to the entire Form 10-Q filing, the amendment must include
the entire filing. Please amend your Form 10-Q as requested in our previous comment.

 Company Response:

Based on conversations we have had with your colleagues subsequent to your letter to us dated October 13, 2006, we understand that the Staff is
willing to accept the manner in which we filed our amendment to the periodic report on Form 10-Q for the quarterly period ended June 30, 2006, given our particular facts and circumstances, and will not require us to resubmit our Form 10-Q/A.

 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 the
undersigned at (713) 570-3083. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155 or Mike Manczka, Vice President of External Reporting at (724) 416-2422.

 Sincerely,

 /s/ W. Benjamin Moreland

 W. Benjamin Moreland

 Executive Vice President and Chief

 Financial Officer

Cc:
Kenya Wright Gumbs

 Joseph M. Kempf

CORRESP
1
filename1.htm

Correspondence Letter

 October 4, 2006

 Mr. Larry Spirgel, Assistant Director

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

RE:
Crown Castle International Corp.

 Form 10-K for the year
ended December 31, 2005 filed on March 24, 2006

 Form 10-Q for fiscal quarters ended March 31, 2006 and June 30, 2006
filed on May 5,

 2006 and August 14, 2006, respectively.

 File No. 001-16441

 Dear Mr. Spirgel:

 We are responding to your letter dated September 22, 2006, in which you provided comment on the Crown
Castle International Corp. (“the Company”) Annual Report on Form 10-K for the year ended December 31, 2005 and Form 10-Q for fiscal quarters ended March 31, 2006 and June 30, 2006. Set forth below are the Company’s
responses to the comments raised in the comment letter. For the convenience of the Staff, each of the Staff’s comments is reproduced and is followed by the corresponding response of the Company.

 Staff Comment 1:

 Refer to your discussion of restricted stock awards in the bottom carry over paragraph of page 22 of your Form 10-Q for the quarter ended June 30, 2006 where you state that awards result in forfeiture in the event the common stock does
not achieve the performance market target. According to both SFAS 123 and SFAS 123(R), which you adopted on January 1, 2006, a market condition is not considered to be a vesting condition and an award is not deemed to be forfeited (as the term
is used in the standards) solely because a market condition is not satisfied. Please revise your disclosures to clarify your treatment of common stock awards that do not reach market performance targets.

 Company Response:

 We respectfully submit that in future filings, we will insert the following additional disclosure after the sentence that ends with “will be forfeited at the end of the vesting period (February 23, 2010)”. “Further, provided
that the requisite service is rendered, compensation cost for accounting purposes will be recognized regardless of whether or not the $37.07 market performance target is achieved.”

 Staff Comment 2:

 In
that regard, we note that non-cash compensation charges recognized for your 2003, 2004, and 2005 restricted stock grants were less than the amounts calculated at the grant dates, even though it appears that accelerated vesting levels had been fully
reached. Please advise or revise your treatment as appropriate.

 Company Response:

 We note that non-cash compensation charges disclosed for the restricted stock grants on pages 44 and 45 of the Form 10-K for fiscal year ended
December 31, 2005 are the amount of the charges recognized as a result of the accelerated vesting, and are not the aggregate charge for each award. We would like to call the Staff’s attention to the disclosures in “General
Overview-Current Year Highlights – Accelerated Vesting of Restricted Common Stock” (Page 31) and “Results of Operations – Comparison of Years Ended December 31, 2005 and 2004” (Pages 36, 38 and 39) that
discuss the total non-cash general and administrative compensation charges and the amount thereof related to the accelerated vesting. We respectfully submit that those disclosures should address the Staff’s comments.

 Staff Comment 3:

 Refer to the second paragraph of page 21, which indicates that you are exposed to fluctuations in foreign currency exchange rates and that you do not typically hedge this risk. See Item 305(a) of Regulation S-K and provide separate
quantified disclosure for your foreign currency market risk. Select from one of the three alternatives provided in Item 305(a). If the exposure is not material, see General Instruction 5B of Paragraphs 305(a) and 305(b) and demonstrate to us
how you assessed your risk.

 Company Response:

 We assess foreign currency market risk periodically. At December 31, 2005, we determined that the market risk of financial instruments associated
with changes in foreign currency rates between Australian dollars and US dollars is not material. This assessment was based on the immateriality of 1) the $61.2 million USD fair value of financial instruments subject to currency exchange risk
between the Australian dollar and the US dollar at December 31, 2005, and 2) the $6.1 million translation loss due to a hypothetical 10% unfavorable change in currency exchange rates that would be adjusted to accumulated other comprehensive
income.

 Staff Comment 4:

 Disaggregate “other income (loss)” section as required by Rules 5-03(b)7, 8, 9, and 13 of Regulation S-X. Separately state material amounts on the face of the consolidated statement of operations or the
notes, clearly indicating the nature of the transactions out of which the items arose. Items which should be separately disclosed include: interest income, interest expense, gain/loss on extinguishment of debt, dividends on preferred stock
classified as liabilities, equity in earnings of unconsolidated subsidiaries and other material items as necessary.

 Company Response:

 Non-operating income and equity in losses of unconsolidated subsidiaries were combined since they are less than 10% of net revenues. The only material
component of the non-operating expenses was the loss on repurchases of debt and liability classified preferred stock, in the amount of $119.4 million, $77.7 million and $283.8 million for the years ending December 31, 2003, 2004 and 2005,
respectively. The losses on repurchases were disclosed in footnote 7 and 10 to the consolidated financial statements. See Attachment A to this document which provides reference to the applicable disclosures on the Form 10-K. We respectfully submit
that these disclosures should address the Staff’s comments. Further, although not directly related to your comment, we also wanted to respectfully submit to you that the losses on repurchases are also discussed throughout Management’s
Discussion and Analysis of Financial Condition and Results of Operations on the Form 10-K for the year ended December 31, 2005, including on pages 31, 36, 38, 39, 42, 44 and 49.

 Staff Comment 5:

 Refer to the last paragraph on page 66 where you discuss your revenue recognition policy with regard to arrangements with multiple deliverables. We note your criteria that undelivered items must have stand-alone value to the customer in
order to be accounted for separately. Please revise your disclosure to clarify whether your policy requires that the delivered item have value to the customer on a standalone basis in order to be accounted for separately. See paragraph 9(a) of EITF
00-21.

 Company Response:

 The delivered item, the network services provided in our situation, has value on a standalone basis because it is sold separately by other vendors.

 We respectfully submit that in future filings of the Form 10-K, we will insert the following additional disclosure after the sentence that ends with
“(3) have delivery which is probable and under the control of the Company.” “In addition, the delivered item must have standalone value to the customer.”

 Staff Comment 6:

 In
that regard, based on your overview discussion on page 6, and your discussion of network services revenues on page 32, it appears that your network services revenue is primarily from project management related to the installation of customer’s
equipment and antennas on your towers and such services are “generally pursued at the request of a customer in order to facilitate (y)our leasing activities.” Tell us in detail how you considered the guidance in EITF 00-21 in evaluating
the relationship between these installation services and on-going site rental services and determining whether they represent separate units of accounting.

 Company Response:

 Disclosures surrounding network services revenues have been scaled back over the years, as network services revenues have decreased as a percentage of net revenues. However, in response to your comment, we respectfully submit that we will
modify our disclosure in future filings to describe network services revenues as follows:

 “We provide network services, such as
antenna installations, network design and site selection, site acquisition, site development and other services, on a limited basis. We have the capability and expertise to install equipment and antenna systems for our cellular, personal
communication services, enhanced specialized mobile radio, 3G, wireless data, paging and microwave customers. These activities are typically non-recurring and highly competitive, with a number of local competitors in most markets. We typically bill
for our antenna installation services on a fixed price basis.”

 See Attachment B for a discussion of our evaluation of the guidance in EITF 00-21 as it relates to the
relationship between installation services and on-going site rental services.

 Staff Comment 7:

 Refer to the bottom carryover paragraph of page 79 and tell us how much of the $48,873,000 set aside to fund reserve accounts pursuant to the Indenture
for the Asset Entities relates to potential environmental remediation costs. Explain to us your consideration of the guidance of SAB Topic 5Y and tell us why you have not included detailed disclosure of any such environmental liabilities in your
financial statements and Management’s Discussion and Analysis. In that SAB, we clearly state that we believe that environmental liabilities typically are of such significance that detailed disclosures regarding judgments and assumptions
underlying the recognition and measurement of the liabilities are necessary to prevent the financial statements from being misleading and to inform readers fully regarding the range of reasonably possible outcomes that could have a material effect
on a registrant’s financial condition, results of operations, or liquidity. Among the disclosures called for in the SAB are as follows:

•

Circumstances affecting the reliability and precision of loss estimates;

•

The extent to which unasserted claims are reflected in any accrual or may affect the magnitude of the contingency;

•

Whether, and to what extent, losses may be recoverable from third parties;

•

The contribution of other parties;

•

The period in which claims for recovery may be realized;

•

The likelihood that claims for recovery may be contested;

•

The financial condition of third parties from which recovery is expected;

•

The timing of payments of accrued and unrecognized amounts;

•

The material components of the accruals and significant assumptions underlying estimates;

•

The recurring costs of managing hazardous substances and pollutions in ongoing operations;

•

Capital expenditures to limit or monitor hazardous substances or pollutants;

•

Mandated expenditures to remediate previously contaminated sites;

•

Other infrequent or non-recurring clean-up expenditures that can be anticipated, but which are not required in the present circumstances;

•

Disaggregated disclosure that describes accrued and reasonably likely losses with respect to particular environmental sites that are individually material;

•

The consequences on amounts accrued and the range estimates for investigations and remediations that are in different stages with respect to individual sites.

 Company Response:

 The environmental remediation reserve was $2.5 million of the $48.9 million initially set aside to fund various reserve accounts pursuant to the Tower
Revenue Notes indenture dated June 8, 2005. The due diligence completed for the Tower Revenue Notes did not identify any known environmental issues that require remediation. We remediated only one site since we have owned our towers, for a cost
of less then $50,000, which is now completed. Since there are no known environmental contingencies, we respectfully submit that we have properly not made disclosure under SAB Topic 5Y.

 Staff Comment 8:

 We
note that you have filed an amendment to revise your Section 302 certifications but did not include the entire body of the report with the amendment. Please amend your Form 10-Q to provide the entire report along with your updated
certifications.

 Company Response:

 Subsequent to submission of our EDGAR filing of the Form 10-Q for the period ended June 30, 2006, we discovered that the dates set forth on the Section 302 certifications reflected a date earlier than the
date the 10-Q was submitted for filing. Since no amendment was being made to the Form 10-Q, we filed only the redated 302 certifications on the Form 10-Q/A. We believe, including after consultation with our outside counsel, that this approach is
consistent with Exchange Act Rule 12b-15; and we believe this is the common approach used by registrants to make similar amendments. We respectfully request that the Staff not require us to resubmit our Form 10-Q/A, as we believe doing so would be
confusing to our investors.

 * * * *

 We acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

The Company may not 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.

 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 the undersigned at (713) 570-3083. In my absence, please contact Blake Hawk, Executive Vice President and General Counsel at (713) 570-3155.

Sincerely,

 /s/ W. Benjamin Moreland

 W. Benjamin Moreland

 Executive Vice President and Chief
Financial Officer

Cc:

Kenya Wright Gumbs

Joseph M. Kempf

 W/ attachments

 Attachment A

 The
losses on purchases of debt and liability classified preferred stock were $119.4 million, $77.7 million and $283.8 million for the years ended December 31, 2003, 2004 and 2005, respectively. Disclosure of these purchases was made in footnote 7
and 10 to the consolidated financial statements. For the convenience of the Staff, excerpts from the applicable paragraphs from our 2005 Form 10-K are as follows:

 Excerpt from page 82 of the 2005 Form 10-K;

 On June 28, 2004, the Company signed a definitive
agreement to sell CCUK to an affiliate of National Grid. On August 31, 2004, the Company completed the sale of CCUK. In accordance with the terms of the 2000 Credit Facility, the Company was required to use $1,286,568,000 of the proceeds from
the transaction to fully repay the outstanding borrowings under the 2000 Credit Facility, including accrued interest and fees of $11,183,000. The repayment of the 2000 Credit Facility resulted in a loss of $13,886,000, consisting of the write-off
of unamortized deferred financing costs. Such loss is included in interest and other income (expense) on the Company’s consolidated statement of operations and comprehensive income (loss) for 2004 (see note 3).

 Excerpt from page 85 of the
2005 Form 10-K;

 The Company’s purchases of its debt securities in 2003 and January 2004, including the redemption of the
10 5/8% Discount Notes, the purchases in public market transactions discussed above and the purchases pursuant to the cash tender offers discussed above, resulted in losses of $87,112,000 ($0.40 per share) for the year ended December 31,
2003 and $24,367,000 for the three months ended March 31, 2004.

 Such purchases were as follows:

Cash Paid

Losses on Purchases

Principal
Amount

Carrying
Value

2003

 January

 2004

2003

January
2004

(In thousands of dollars)

 10 5/8% Senior Discount Notes due 2007

$
239,160

$
239,160

$
251,867

$
—

$
18,857

$
—

 10 3/8% Senior Discount Notes due 2011

437,784

420,162

456,218

1,570

42,948

139

 9% Senior Notes due 2011

139,567

139,567

4,197

145,221

294

12,466

 11 1/4% Senior Discount Notes due 2011

192,3

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
November 16, 2004

Via Facsimile 212.474.3700 and U.S. Mail

Mr. Stephen L. Burns, Esq.
Cravath, Swain & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475

RE:	Crown Castle International Corp.
      Schedule TO-I filed by Crown Castle on November 8, 2004
      File No. 005-54549

Dear Mr. Burns:

      We have reviewed your filing and have the following
comments. Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in your explanation. In some of our comments, we may ask you to
provide us with supplemental information so we may better understand
your disclosure. After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

OFFER TO PURCHASE

Summary, page 1; Market and Recent Prices For The Convertible
Notes, page 13

1. The formula you have described does not necessarily correspond
with prior no-action relief or other interpretive positions that
may exist with respect to an issuer`s ability to comply with Item
1004(a)(1)(ii).  In addition, it is not clear the extent to which
the subject securities trade at prices that are related to the
trading price of Crown Castle`s common stock.  Please advise us of
the basis upon which the issuer relied to conclude that this offer
complies with Rule 13e-4(f)(1)(ii) and Rule 14e-1(b).

Conditions of the Offer, page 13

2. The disclosure indicates that once a condition is triggered, a
failure to exercise your right to terminate the offer will not
constitute a waiver of that condition.  Please note that when a
condition is triggered and the offeror decides to proceed with the
offer, we believe that this decision constitutes a waiver of the
triggered condition.  Please revise your disclosure to remove the
implication that Crown Castle reserves the right to conduct an
illusory offer.

Extension of the Offer; Termination; Amendment

3. We note Crown Castle reserves the right to adjust the pricing
formula as well as the minimum and maximum price.  Advise us
whether or not Crown Castle would consider adjusting the pricing
formula or minimum or maximum price points after the purchase price
is fixed.

Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* The company may not 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.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      Please respond to these comments by promptly amending the
filing and/or submitting a response letter filed via EDGAR and
"tagged" as correspondence.  Note any changes to the Schedule TO-I
must be clearly marked.  Please direct any questions to me at
(202) 942-2948.  You may also contact me via facsimile at (202)
942-9638. Please send all correspondence to us at the following
ZIP code: 20549-0303.  In addition, you should file all
correspondence electronically on EDGAR.

							Sincerely,

							Nicholas P. Panos
							Special Counsel
							Office of Mergers &
							Acquisitions

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                          CRAVATH, SWAINE & MOORE LLP
                                WORLDWIDE PLAZA
                               825 EIGHTH AVENUE
                              NEW YORK, NY 10019
                           Telephone: (212) 474-1000
                           Facsimile: (212) 474-3700

                         Writer's Direct Dial Number:
                                (212) 474-1026

                                                               November 18, 2004

                        Crown Castle International Corp.
             Schedule TO-I filed by Crown Castle on November 8, 2004
                               File No. 005-54549

Dear Mr. Panos:

          On behalf of Crown Castle International Corp., a Delaware
corporation ("Crown Castle"), this letter responds to your letter dated
November 16, 2004 (the "Comment Letter"), providing comments on Crown Castle's
Schedule TO-I filed on November 8, 2004 (the "Schedule TO"), which included as
Exhibit (a)(1)(A) thereto the related Offer to Purchase for Cash, dated
November 8, 2004 (the "Offer to Purchase"), in respect of any and all of Crown
Castle's outstanding Convertible Senior Notes due 2010 (the "Convertible
Notes"). For your convenience, each comment set forth in the Comment Letter
has been reproduced below, followed by Crown Castle's response to such
comment. Capitalized terms defined in the Offer to Purchase and used in the
following responses without definition have the meanings specified in the
Offer to Purchase.

OFFER TO PURCHASE

SUMMARY, PAGE 1; MARKET AND RECENT PRICES FOR THE CONVERTIBLE NOTES, PAGE 13

1.   The formula you have described does not necessarily correspond with prior
     no-action relief or other interpretive positions that may exist with
     respect to an issuer's ability to comply with Item 1004(a)(l)(ii). In
     addition, it is not clear the extent to which the subject securities
     trade at prices that are related to the trading price of Crown Castle's
     common stock. Please advise us of the basis upon which the issuer relied
     to conclude that this offer complies with Rule 13e-4(f)(l)(ii) and Rule
     14e-1(b).

<PAGE>

                                                                             2

          As discussed with the staff, the Offer is being conducted in a
manner consistent with the terms of the no-action relief granted by the staff
with respect to Rules 13e-4(d)(1), 13e-4(f)(1)(ii) and 14e-1(b) in TXU
Corporation, SEC No-Action Letter, 2004 SEC No-Act. LEXIS 734 (September 13,
2004) (the "TXU Letter"), and the related no-action letters as referenced
therein.1 In that regard, in connection with the Offer, Crown Castle will,
among other things, issue a press release to publicly announce the final cash
offer price as determined by the formula disclosed in the Offer to Purchase
prior to the opening of trading on the second trading day prior to expiration
of the Offer, and will file an amendment to the Schedule TO on the same date
setting forth such price.

          The same correlation between the trading prices of the subject
securities at issue in the TXU Letter and the underlying exchange-traded
common stock that justified the use of a formula pricing mechanism in that
case is applicable to the Convertible Notes. While the Convertible Notes are
not traded on an exchange, and the pricing data with respect to the
Convertible Notes is relatively limited, Crown Castle has observed, and the
dealer manager for the Offer has confirmed that there exists, a significant
correlation between the trading prices of the Convertible Notes and the
underlying exchange-traded common stock into which it is convertible.

          On the basis of this correlation and the adherence of the terms of
the Offer to the terms of the no-action relief granted in the TXU Letter,
Crown Castle respectfully submits that the Offer complies with Rules
13e-4(f)(1)(ii) and 14e-1(b).

CONDITIONS OF THE OFFER, PAGE 13

2.   The disclosure indicates that once a condition is triggered, a failure to
     exercise your right to terminate the offer will not constitute a waiver
     of that condition. Please note that when a condition is triggered and the
     offeror decides to proceed with the offer, we believe that this decision
     constitutes a waiver of the triggered condition. Please revise your
     disclosure to remove the implication that Crown Castle reserves the right
     to conduct an illusory offer.

          The intent of the referenced disclosure is to allow Crown Castle the
opportunity to identify a failed condition without risk of being deemed to
have waived such condition as a result of a good faith delay in determining
the underlying facts. Crown Castle will not, and does not believe that the
terms of the Offer give it the right to, arbitrarily delay enforcement of a
known failed condition, such that the Offer would be effectively illusory.
Crown Castle therefore respectfully submits that the disclosure, and Crown

__________________
     1 Lazard Freres & Co., SEC No-Action Letter, 1995 WL 476257 (Aug. 11,
1995); Epicor Software Corporation, SEC No-Action Letter, 2004 WL 1126018
(May 21, 2004); AB Volvo, SEC No-Action Letter, 1997 SEC No-Act. LEXIS 1050
(May 16, 1997); Microsoft Corp., SEC No-Action Letter, 2003 WL 22358818 (Oct.
15, 2003).

<PAGE>

                                                                             3

Castle's interpretation thereof, is consistent with the view expressed by the
staff on this point and that no amendment is necessary.

EXTENSION OF THE OFFER; TERMINATION; AMENDMENT

3.   We note Crown Castle reserves the right to adjust the pricing formula as
     well as the minimum and maximum price. Advise us whether or not Crown
     Castle would consider adjusting the pricing formula or minimum or maximum
     price points after the purchase price is fixed.

          Crown Castle hereby advises the staff that it will not adjust the
pricing formula or the minimum or maximum price points after the purchase
price is fixed.

CLOSING COMMENTS

          We are authorized by Crown Castle to acknowledge on its behalf each
of the following:

o    That Crown Castle is responsible for the adequacy and accuracy of the
     disclosure in its filings;

o    That staff comments or changes to disclosure in response to staff
     comments in the filings reviewed by the staff do not foreclose the
     Commission from taking any action with respect to the filing; and

o    That Crown Castle may not 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.

<PAGE>

                                                                             4

          If you have any questions regarding the contents of this letter,
please contact me at the above number.

                                           Respectfully,

                                            By     /s/ Stephen L. Burns
                                                 ---------------------------
                                                 Name:  Stephen L. Burns

Mr. Nicholas P. Panos, Esq.
   Special Counsel
     Office of Mergers & Acquisitions
       Division of Corporate Finance
         United States Securities and Exchange Commission
           450 Fifth Street, N.W.
             Washington, D.C. 20549-0303

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