8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2006

Crown Castle International Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-16441	76-0470458
(State or Other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Identification
Incorporation)		Number)

510 Bering Drive

Suite 600

Houston, TX 77057

(Address of Principal Executive Office)

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

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

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

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

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

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

ITEM 7.01 – REGULATION FD DISCLOSURE

On May 11, 2006, the Company issued a press release announcing that its subsidiary, Crown Castle Operating Company, is seeking to refinance its existing $325 million revolving credit facility with a new $1.25 billion senior credit facility. The May 11 press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 11, 2006

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

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CROWN CASTLE INTERNATIONAL CORP.
By:	/s/ E. Blake Hawk
Name:	E. Blake Hawk
Title:	Executive Vice President
and General Counsel

Date: May 11, 2006

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 11, 2006

3

EX-99.1

Exhibit 99.1

Contacts:	W. Benjamin Moreland, CFO
	Jay Brown, Treasurer
	Crown Castle International Corp.
	713-570-3000

FOR IMMEDIATE RELEASE

CROWN CASTLE INTERNATIONAL ANNOUNCES

PROPOSED NEW CREDIT FACILITY

May 11, 2006 – HOUSTON, TEXAS – Crown Castle International Corp. (NYSE: CCI) announced today that its subsidiary, Crown Castle Operating Company (“CCOC”), is seeking to refinance its existing credit facility. CCOC is proposing to refinance its existing $325 million revolving credit facility with a new $1.25 billion senior credit facility (the “New CCOC Facility”). The New CCOC Facility would consist of a $1.0 billion Senior Secured Term Loan Facility (the “Term Loan”) maturing eight years after the facility’s closing date and a $250 million Senior Secured Revolving Credit Facility (the “Revolver”) maturing 364 days after the facility’s closing date. CCOC expects the Term Loan to be fully drawn at closing and the Revolver to remain undrawn at closing.

CCOC is in the process of seeking commitments from a group of lenders for the New CCOC Facility. The New CCOC Facility would be subject to satisfactory lender commitments, negotiation, execution and delivery of definitive loan documentation and various other conditions.

The proceeds of the loans under the New CCOC Facility would be used in part to repay CCOC’s existing revolving credit facility, under which $295 million is currently outstanding, and to fund its acquisition of all the outstanding equity interests of Mountain Union Telecom, LLC, a privately-held Delaware limited liability company, for approximately $309 million. The balance of the proceeds would be available for general corporate purposes, including purchases of shares of common stock of Crown Castle. CCOC is seeking to have the New CCOC Facility in place before the end of the second quarter of 2006.

Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers. Crown Castle offers significant wireless communications coverage to 76 of the top 100 U.S. markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 11,000 and over

News Release continued:

Page 2 of 2

1,300 wireless communication sites in the U.S. and Australia, respectively. For more information on Crown Castle, please visit www.crowncastle.com.

Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on our management’s current expectations. Such statements include, but are not limited to plans, projections and estimates regarding the (i) terms of the proposed credit facilities, including amounts and maturities, (ii) use of proceeds from the proposed credit facilities and (iii) timing and completion of the proposed credit facilities. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors which could affect our results is included in our filings with the Securities and Exchange Commission.