SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EDENS WESLEY R

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS,

46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2007

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2007		A		2,464	A	$0 ^{( 7 )}	83,125	D
Common Stock								4,747,993	I	by FIT GSL LLC ^{( 1 )} ^{( 7 )}
Common Stock								19,333,718	I	by FRIT PINN LLC ^{( 2 )} ^{( 7 )}
Common Stock								652,968	I	by Fortress Registered Investment Trust ^{( 3 )} ^{( 7 )}
Common Stock								5,183,415	I	by Fortress Pinnacle Investment Fund LLC ^{( 4 )} ^{( 7 )}
Common Stock								501,523	I	by FRIT Holdings LLC ^{( 5 )} ^{( 7 )}
Common Stock								273,317	I	by Partners Interim Holdings LLC ^{( 6 )} ^{( 7 )}

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. FIT Holdings LLC ("FITH") is the sole managing member of FIT GSL LLC. Fortress Investment Trust II ("FIT II") is the sole managing member of FITH. FIT II is majority owned by Fortress Investment Fund II LLC ("FIF II"). Fortress Fund MM II LLC ("FF MM II") is the sole managing member of FIF II. FIG LLC is the sole managing member of FF MM II. Fortress Operating Entity I LP ("FOE I") is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress Investment Group LLC ("Fortress").

2. FRIT Holdings LLC ("FRITH") is the sole managing member of FRIT PINN LLC. Fortress Registered Investment Trust ("FRIT") is the sole managing member of FRITH. FRIT is wholly-owned by Fortress Investment Fund LLC ("FIF"). Fortress Fund MM LLC ("FF MM") is the sole managing member of FIF. FIG LLC is the sole managing member of FF MM. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress.

3. FRIT is wholly-owned by FIF. FF MM is the sole managing member of FIF. FIG LLC is the sole managing member of FF MM. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress.

4. FIG Advisors LLC ("FIGA") is the investment advisor of Fortress Pinnacle Investment Fund LLC. FIG LLC is the sole managing member of FIGA. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress.

5. FRIT is the sole managing member of FRITH. FRIT is wholly-owned by FIF. FF MM is the sole managing member of FIF. FIG LLC is the sole managing member of FF MM. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress.

6. FIT II is majority owned by FIF II. FF MM II is the sole managing member of FIF II. FIG LLC is the sole managing member of FF MM II. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress.

7. The reported shares were granted to Wesley R. Edens, a director of Crown Castle International Corp. ("CCI"), pursuant to CCI's 2004 Stock Incentive Plan as a component of non-employee director compensation. Pursuant to arrangements in place between each of FRIT and FIT II, on the one hand, and Mr. Edens, on the other hand, FRIT and FIT II may be deemed beneficial owners of the reported shares as indicated above. Mr. Edens may be deemed to beneficially own the shares listed as beneficially owned by Fortress. Mr. Edens disclaims beneficial ownership of all reported shares except to the extent of his 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 otherwise.

Remarks:

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

	/s/ Wesley R. Edens	03/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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