Edgar Filing: CROWN CASTLE INTERNATIONAL CORP

CROWN CASTLE INTERNATIONAL CORP.

Date: August 14, 2006

/S/ JOHN P. KELLY

John P. Kelly

President and Chief Executive Officer

Amendment No. 1 to Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period to

Commission File Number 001-16441

CROWN CASTLE INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)


Delaware		76-0470458
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

510 Bering Drive Suite 600 Houston, Texas		77057-1457
(Address of principal executive offices)		(Zip Code)

(713) 570-3000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large Accelerated Filer x Accelerated Filer ¨ Non-Accelerated Filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

Number of shares of common stock outstanding at July 31, 2006: 201,596,509

EXPLANATORY NOTE

In the electronic copy of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2006, the dates of the certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer on Exhibits 31.1, 31.2 and 32.1 were inadvertently shown as August 8, 2006, rather than August 11, 2006. This Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2006 is being filed solely to include as Exhibits 31.1, 31.2 and 32.1 certifications dated August 11, 2006. No revisions have been made to the Registrant’s financial statements or any other disclosure contained in such Quarterly Report.

PART II—OTHER INFORMATION

ITEM 6. EXHIBITS

Description:



31.1		Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

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 thereunto duly authorized.