Edgar Filing: CROWN CASTLE INTERNATIONAL CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Abrams Capital Partners II, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2007

3. Issuer Name and Ticker or Trading Symbol
CROWN CASTLE INTERNATIONAL CORP [CCI]

(Last)

(First)

(Middle)

222 BERKELEY STREET, 22ND FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
s-h w/board representation

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BOSTON,Â MAÂ 02116

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	576,081 ⁽¹⁾	D ⁽²⁾ ⁽⁸⁾ ⁽¹¹⁾ ⁽¹²⁾	Â
Common Stock	5,892,969 ⁽¹⁾	D ⁽³⁾ ⁽⁸⁾ ⁽¹¹⁾ ⁽¹²⁾	Â
Common Stock	1,442,379 ⁽¹⁾	D ⁽⁴⁾ ⁽⁸⁾ ⁽¹¹⁾ ⁽¹²⁾	Â
Common Stock	508,051 ⁽¹⁾	D ⁽⁵⁾ ⁽⁹⁾ ⁽¹¹⁾ ⁽¹²⁾	Â
Common Stock	2,076,552 ⁽¹⁾	D ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾	Â
Common Stock	53,613 ⁽¹⁾	D ⁽⁷⁾ ⁽¹¹⁾ ⁽¹²⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Abrams Capital Partners II, L.P. 222 BERKELEY STREET, 22ND FLOOR BOSTON,Â MAÂ 02116	Â	Â	Â	s-h w/board representation
Abrams Capital Partners I, L.P. 222 BERKELEY STREET, 22ND FLOOR BOSTON,Â MAÂ 02116	Â	Â	Â	s-h w/board representation
Whitecrest Partners, LP 222 BERKELEY STREET, 22ND FLOOR BOSTON,Â MAÂ 02116	Â	Â	Â	s-h w/board representation
Great Hollow International, L.P. P.O. BOX 309GT, SOUTH CHURCH STREET GEORGETOWN,Â E9Â XXXXX-XXXX	Â	Â	Â	s-h w/board representation
Riva Capital Partners L P 222 BERKELEY ST 22ND FL BOSTON,Â MAÂ 02116	Â	Â	Â	s-h w/board representation
222 Partners, LLC 222 BERKELEY STREET, 22ND FLOOR BOSTON,Â MAÂ 02116	Â	Â	Â	s-h w/board representation

Signatures

/s/ David Abrams, the Managing Member of Abrams Capital, LLC, the General Partner of Abrams Capital Partners I, L.P.		01/30/2007
^**Signature of Reporting Person		Date
/s/ David Abrams, the Managing Member of Abrams Capital, LLC, the General Partner of Abrams Capital Partners II, L.P.		01/30/2007
^**Signature of Reporting Person		Date
/s/ David Abrams, the Managing Member of Abrams Capital, LLC, the General Partner of Whitecrest Partners, L.P.		01/30/2007
^**Signature of Reporting Person		Date
/s/ David Abrams, the Managing Member of Great Hollow Partners LLC, the General Partner of Great Hollow International, L.P.		01/30/2007
^**Signature of Reporting Person		Date
/s/ David Abrams, the Managing Member of Riva Capital Management LLC, the General Partner of Riva Capital Partners, L.P.		01/30/2007
^**Signature of Reporting Person		Date
/s/ David Abrams, the Managing Member of 222 Partners, LLC		01/30/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to a Stock Purchase Agreement, dated as of January 19, 2006, among the Issuer, the reporting persons and other parties, on January 26, 2007 the Issuer purchased an aggregate of 2,809,646 shares of the Issuer's common stock from the reporting persons for an aggregate of approximately $95,167,935. This report reflects holdings prior to the consummation of such transactions.
(2)	These shares are owned by Abrams Capital Partners I, LP.
(3)	These shares are owned by Abrams Capital Partners II, LP.
(4)	These shares are owned by Whitecrest Partners, LP.
(5)	These shares are owned by Great Hollow International, LP.
(6)	These shares are owned by Riva Capital Partners, LP.
(7)	These shares are owned by 222 Partners, LLC.
(8)	Abrams Capital, LLC ("Abrams Capital") is the general partner of Abrams Capital Partners I, LP, Abrams Capital Partners II, LP and Whitecrest Partners, LP. Pamet Capital Management L.P. ("Pamet L.P.") is the investment adviser of Abrams Capital Partners I, LP, Abrams Capital Partners II, LP and Whitecrest Partners, LP.
(9)	Great Hollow Partners LLC ("Great Hollow LLC") is the general partner of Great Hollow Partners International, L.P. ("Great Hollow International"), and Pamet L.P. is the investment adviser of Great Hollow International.
(10)	Riva Capital Management, LLC ("Riva LLC") is the general partner of Riva Capital Partners, L.P. ("Riva L.P."), and Abrams Capital Management LLC is the investment adviser of Riva L.P.
(11)	Pamet Capital, LLC ("Pamet LLC") is the general partner of Pamet L.P. David Abrams is the managing member of Abrams Capital, Pamet LLC, Great Hollow LLC, Riva LLC and 222 Partners LLC. Abrams Capital, Pamet L.P., Pamet LLC, Great Hollow LLC, Riva LLC and Mr. Abrams may be deemed to have voting and investment power over shares owned by the reporting persons with respect to which they serve as investment adviser or general partner or to the extent that they exercise control over an entity acting in such capacity. The shares disclosed in the table as being beneficially owned by the reporting persons are also included in a separate report as being beneficially owned by Mr. Abrams.
(12)	Each of Abrams Capital, Pamet L.P., Pamet LLC and Mr. Abrams and each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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