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