UNITED STATES
                             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): October 11, 2002

                        Crown Castle International Corp.
             (Exact Name of Registrant as Specified in its Charter)

    Delaware                      0-24737                 76-0470458
(State or Other              (Commission File           (IRS Employer
Jurisdiction of                   Number)               Identification
 Incorporation)                                            Number)

                                510 Bering Drive
                                    Suite 500
                                Houston, TX 77057
                     (Address of Principal Executive Office)

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


         This document includes "forward-looking" statements within the
    meaning of Section 27A of the Securities Act of 1933 and Section 21E of
 the Securities Exchange Act of 1934. Other than statements of historical fact,
      all statements regarding industry prospects, the consummation of the
     transactions described in this document and the Company's expectations
      regarding the future performance of its businesses and its financial
         position are forward-looking statements. These forward-looking
          statements are subject to numerous risks and uncertainties.

Item 5. Other Events

Crown Castle International Corp. is in the process of restructuring its U.S.
business in order to flatten its organizational structure to better align with
customer demand. The restructuring streamlines Crown Castle's U.S. business into
seven geographic areas with each such area being responsible for the leasing and
management of approximately 1,500 towers and providing select services. Crown
Castle expects to reduce its workforce by approximately 250 employees (including
some at the holding company), close some smaller offices and take a
restructuring charge of approximately $7 million to $10 million in the fourth
quarter of 2002. The restructuring is expected to reduce annual general and
administrative expenses by approximately $11 million to $14 million.

                           Forward-Looking Statements

This document contains forward-looking statements and information that are based
on management's beliefs as well as assumptions made by and based upon
information currently available to management. Such forward-looking statements
include, but are not limited to, expectations, projections and estimates
regarding (i) the amount general and administrative expenses will be reduced,
(ii) the amount of the restructuring charge, (iii) the number of U.S. business
regions resulting from the restructuring, and (iv) the amount by which the
workforce will be reduced.

Although Crown Castle believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Such statements are subject to
certain risks, uncertainties and assumptions, including but not limited to (i)
those relating to the matters described above, (ii) those included in the
Company's filings with the Securities and Exchange Commission, and (iii) the
success or failure of our efforts to implement our business strategy and the

Should one or more risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
expected. More information about potential factors which could affect Crown
Castle is included in Crown Castle's filings with the Securities and Exchange



     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: October 11, 2002