<SUBMISSION>
<ACCESSION-NUMBER>0000899243-00-001912
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20000630
<FILING-DATE>20000811
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CROWN CASTLE INTERNATIONAL CORP
<CIK>0001051470
<ASSIGNED-SIC>4899
<IRS-NUMBER>760470458
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-24737
<FILM-NUMBER>694583
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>510 BERING DRIVE
<STREET2>SUITE 500
<CITY>HOUSTON
<STATE>TX
<ZIP>77057
<PHONE>7135703000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>510 BERING DRIVE
<STREET2>SUITE 500
<CITY>HOUSTON
<STATE>TX
<ZIP>77057
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
<TEXT>

<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

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

                               ----------------

                                   FORM 10-Q

                               ----------------

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

                 For the quarterly period ended June 30, 2000

                       Commission File Number 000-24737

                               ----------------

                       CROWN CASTLE INTERNATIONAL CORP.
            (Exact name of registrant as specified in its charter)

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

          510 Bering Drive
              Suite 500
           Houston, Texas                              77057-1457
   (Address of principal executive                     (Zip Code)
              offices)

                                (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 [_]

  Number of shares of common stock outstanding at August 1, 2000: 196,084,638

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                        CROWN CASTLE INTERNATIONAL CORP.

                                     INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PART I--FINANCIAL INFORMATION
 Item 1. Financial Statements
  Consolidated Balance Sheet at December 31, 1999 and June 30, 2000........   3
  Consolidated Statement of Operations and Comprehensive Loss for the three
   and six months ended June 30, 1999 and 2000.............................   4
  Consolidated Statement of Cash Flows for the six months ended June 30,
   1999 and 2000...........................................................   5
  Condensed Notes to Consolidated Financial Statements.....................   6

 Item 2. Management's Discussion and Analysis of Financial Condition and
  Results of Operations....................................................  16

 Item 3. Quantitative and Qualitative Disclosures About Market Risk........  25

PART II--OTHER INFORMATION
 Item 2. Changes in Securities and Use of Proceeds.........................  26

 Item 4. Submission of Matters to Vote of Security Holders.................  27

 Item 6. Exhibits and Reports on Form 8-K..................................  27

 Signatures................................................................  28
</TABLE>

                                       2
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                (In thousands of dollars, except share amounts)

<TABLE>
<CAPTION>
                                                        December 31,  June 30,
                                                            1999        2000
                                                        ------------ -----------
                                                                     (Unaudited)
                        ASSETS
                        ------
<S>                                                     <C>          <C>
Current assets:
 Cash and cash equivalents............................   $  549,328  $  332,049
 Receivables:
  Trade, net of allowance for doubtful accounts of
   $3,218 and $6,811 at December 31, 1999 and June 30,
   2000, respectively.................................       74,290      92,473
  Other...............................................        4,327         865
 Inventories..........................................       19,178      32,562
 Prepaid expenses and other current assets............       14,922      15,798
                                                         ----------  ----------
    Total current assets..............................      662,045     473,747
Property and equipment, net of accumulated
 depreciation of $119,473 and $200,120 at December 31,
 1999 and June 30, 2000, respectively.................    2,468,101   3,698,226
Escrow deposit for acquisition........................       50,000          --
Goodwill and other intangible assets, net of
 accumulated amortization of $53,437 and $70,263 at
 December 31, 1999 and June 30, 2000, respectively....      596,147     596,813
Deferred financing costs and other assets, net of
 accumulated amortization of $4,245 and $6,086 at
 December 31, 1999 and June 30, 2000, respectively....       60,357     102,874
                                                         ----------  ----------
                                                         $3,836,650  $4,871,660
                                                         ==========  ==========
<CAPTION>
         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------
<S>                                                     <C>          <C>
Current liabilities:
 Accounts payable.....................................   $   45,998  $   76,730
 Accrued interest.....................................       20,912      12,134
 Accrued compensation and related benefits............        4,005       5,824
 Deferred rental revenues and other accrued
  liabilities.........................................       60,366      90,940
                                                         ----------  ----------
    Total current liabilities.........................      131,281     185,628
Long-term debt........................................    1,542,343   2,414,162
Other liabilities.....................................       67,064      77,213
                                                         ----------  ----------
    Total liabilities.................................    1,740,688   2,677,003
                                                         ----------  ----------
Commitments and contingencies
Minority interests....................................       55,292     120,776
Redeemable preferred stock............................      422,923     437,891
Stockholders' equity:
 Common stock, $.01 par value; 690,000,000 shares
  authorized:
  Common Stock; shares issued: December 31, 1999--
   146,074,905 and June 30, 2000--166,199,290.........        1,461       1,662
  Class A Common Stock; shares issued: December 31,
   1999--11,340,000 and June 30, 2000--none...........          113          --
 Additional paid-in capital...........................    1,805,053   1,952,341
 Cumulative foreign currency translation adjustment...       (3,013)    (16,143)
 Accumulated deficit..................................     (185,867)   (301,870)
                                                         ----------  ----------
    Total stockholders' equity........................    1,617,747   1,635,990
                                                         ----------  ----------
                                                         $3,836,650  $4,871,660
                                                         ==========  ==========
</TABLE>

           See condensed notes to consolidated financial statements.

                                       3
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

    CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
              (In thousands of dollars, except per share amounts)

<TABLE>
<CAPTION>
                                         Three Months
                                             Ended          Six Months Ended
                                           June 30,             June 30,
                                       ------------------  -------------------
                                         1999      2000      1999      2000
                                       --------  --------  --------  ---------
<S>                                    <C>       <C>       <C>       <C>
Net revenues:
 Site rental and broadcast
  transmission........................ $ 62,177  $109,503  $107,503  $ 203,244
 Network services and other...........   15,350    38,856    25,133     69,359
                                       --------  --------  --------  ---------
                                         77,527   148,359   132,636    272,603
                                       --------  --------  --------  ---------
Operating expenses:
 Costs of operations (exclusive of
  depreciation and amortization):
  Site rental and broadcast
   transmission.......................   26,557    48,563    45,084     88,850
  Network services and other..........    8,175    20,007    15,157     35,908
 General and administrative...........    9,238    19,495    17,542     34,348
 Corporate development................    2,066     2,122     2,940      4,193
 Restructuring charges................       --        --     1,814         --
 Non-cash compensation charges........      504       350     1,171        811
 Depreciation and amortization........   29,863    56,647    49,519    101,769
                                       --------  --------  --------  ---------
                                         76,403   147,184   133,227    265,879
                                       --------  --------  --------  ---------
Operating income (loss)...............    1,124     1,175      (591)     6,724
Other income (expense):
 Interest and other income (expense)..    4,539     6,665     4,879     12,369
 Interest expense and amortization of
  deferred financing costs............  (26,556)  (66,728)  (37,842)  (108,489)
                                       --------  --------  --------  ---------
Loss before income taxes, minority
 interests, extraordinary item and
 cumulative effect of change in
 accounting principle.................  (20,893)  (58,888)  (33,554)   (89,396)
Provision for income taxes............      (70)      (25)     (197)       (36)
Minority interests....................      113      (317)     (572)    (1,858)
                                       --------  --------  --------  ---------
Loss before extraordinary item and
 cumulative effect of change in
 accounting principle.................  (20,850)  (59,230)  (34,323)   (91,290)
Extraordinary item--loss on early
 extinguishment of debt...............       --        --        --     (1,495)
Cumulative effect of change in
 accounting principle for costs of
 start-up activities..................       --        --    (2,414)        --
                                       --------  --------  --------  ---------
Net loss..............................  (20,850)  (59,230)  (36,737)   (92,785)
Dividends on preferred stock..........   (6,614)  (11,725)  (13,022)   (23,218)
                                       --------  --------  --------  ---------
Net loss after deduction of dividends
 on preferred stock................... $(27,464) $(70,955) $(49,759) $(116,003)
                                       ========  ========  ========  =========
Net loss.............................. $(20,850) $(59,230) $(36,737) $ (92,785)
Other comprehensive income (loss):
 Foreign currency translation
  adjustments.........................   (3,577)  (10,750)   (8,320)   (13,130)
                                       --------  --------  --------  ---------
Comprehensive loss.................... $(24,427) $(69,980) $(45,057) $(105,915)
                                       ========  ========  ========  =========
Per common share--basic and diluted:
 Loss before extraordinary item and
  cumulative effect of  change in
  accounting principle................ $  (0.22) $  (0.43) $  (0.43) $   (0.71)
 Extraordinary item...................       --        --        --      (0.01)
 Cumulative effect of change in
  accounting principle................       --        --     (0.02)        --
                                       --------  --------  --------  ---------
 Net loss............................. $  (0.22) $  (0.43) $  (0.45) $   (0.72)
                                       ========  ========  ========  =========
Common shares outstanding--basic and
 diluted (in thousands)...............  124,849   165,625   109,791    162,095
                                       ========  ========  ========  =========
</TABLE>

           See condensed notes to consolidated financial statements.

                                       4
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
                           (In thousands of dollars)

<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                             June 30,
                                                      ------------------------
                                                         1999         2000
                                                      -----------  -----------
<S>                                                   <C>          <C>
Cash flows from operating activities:
 Net loss............................................ $   (36,737) $   (92,785)
 Adjustments to reconcile net loss to net cash
  provided by operating activities:
  Depreciation and amortization......................      49,519      101,769
  Amortization of deferred financing costs and
   discounts on long-term debt.......................      13,979       39,121
  Minority interests.................................         572        1,858
  Extraordinary loss on early extinguishment of
   debt..............................................          --        1,495
  Non-cash compensation charges......................       1,171          811
  Cumulative effect of change in accounting
   principle.........................................       2,414           --
  Changes in assets and liabilities, excluding the
   effects of acquisitions:
   Increase in deferred rental revenues and other
    liabilities......................................      52,194       49,320
   Increase (decrease) in accounts payable...........     (21,966)      31,769
   Increase in inventories, prepaid expenses and
    other assets.....................................     (11,624)     (28,892)
   Increase in receivables...........................      (5,655)     (16,428)
   Decrease in accrued interest......................      (8,748)      (8,593)
                                                      -----------  -----------
    Net cash provided by operating activities........      35,119       79,445
                                                      -----------  -----------
Cash flows from investing activities:
 Acquisitions of businesses and assets, net of cash
  acquired...........................................    (545,050)    (856,082)
 Capital expenditures................................    (127,564)    (258,605)
 Proceeds from disposition of (investments in)
  affiliates.........................................         750         (618)
                                                      -----------  -----------
    Net cash used for investing activities...........    (671,864)  (1,115,305)
                                                      -----------  -----------
Cash flows from financing activities:
 Proceeds from issuance of long-term debt............     481,695      900,000
 Net borrowings under revolving credit agreements....     104,558       39,000
 Proceeds from issuance of capital stock.............     477,095        9,011
 Principal payments on long-term debt................          --      (82,000)
 Incurrence of financing costs.......................     (15,661)     (43,879)
                                                      -----------  -----------
    Net cash provided by financing activities........   1,047,687      822,132
                                                      -----------  -----------
Effect of exchange rate changes on cash..............      (1,468)      (3,551)
                                                      -----------  -----------
Net increase (decrease) in cash and cash
 equivalents.........................................     409,474     (217,279)
Cash and cash equivalents at beginning of period.....     296,450      549,328
                                                      -----------  -----------
Cash and cash equivalents at end of period........... $   705,924  $   332,049
                                                      ===========  ===========
Supplementary schedule of non-cash investing and
 financing activities:
 Amounts recorded in connection with acquisitions:
  Fair value of net assets acquired, including
   goodwill and other intangible assets.............. $ 1,018,185  $ 1,102,619
  Escrow deposits for acquisitions...................          --       50,000
  Issuance of long-term debt.........................     180,000           --
  Minority interests.................................      14,330       67,154
  Issuance of common stock...........................     278,805      129,383
Supplemental disclosure of cash flow information:
 Interest paid....................................... $    32,076  $    75,694
 Income taxes paid...................................         172           48
</TABLE>

           See condensed notes to consolidated financial statements.

                                       5
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

             CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General

   The information contained in the following notes to the consolidated
financial statements is condensed from that which would appear in the annual
consolidated financial statements; accordingly, the consolidated financial
statements included herein should be reviewed in conjunction with the
consolidated financial statements for the fiscal year ended December 31, 1999,
and related notes thereto, included in the Annual Report on Form 10-K (the
"Form 10-K") filed by Crown Castle International Corp. with the Securities and
Exchange Commission. All references to the "Company" include Crown Castle
International Corp. and its subsidiary companies unless otherwise indicated or
the context indicates otherwise.

   The consolidated financial statements included herein are unaudited;
however, they include all adjustments (consisting only of normal recurring
adjustments) which, in the opinion of management, are necessary to present
fairly the consolidated financial position of the Company at June 30, 2000,
the consolidated results of operations for the three and six months ended June
30, 1999 and 2000 and the consolidated cash flows for the six months ended
June 30, 1999 and 2000. Accounting measurements at interim dates inherently
involve greater reliance on estimates than at year end. The results of
operations for the interim periods presented are not necessarily indicative of
the results to be expected for the entire year.

 Recent Accounting Pronouncements

   In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5,
Reporting on the Costs of Start-Up Activities ("SOP 98-5"). SOP 98-5 requires
that costs of start-up activities be charged to expense as incurred and
broadly defines such costs. The Company had deferred certain costs incurred in
connection with potential business initiatives and new geographic markets, and
SOP 98-5 required that such deferred costs be charged to results of operations
upon its adoption. The Company has adopted the requirements of SOP 98-5 as of
January 1, 1999. The cumulative effect of the change in accounting principle
for the adoption of SOP 98-5 resulted in a charge to results of operations for
$2,414,000 in the Company's financial statements for the three months ended
March 31, 1999.

   In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). SFAS 133 requires that
derivative instruments be recognized as either assets or liabilities in the
consolidated balance sheet based on their fair values. Changes in the fair
values of such derivative instruments will be recorded either in results of
operations or in other comprehensive income, depending on the intended use of
the derivative instrument. The initial application of SFAS 133 will be
reported as the effect of a change in accounting principle. SFAS 133, as
amended, is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. The Company will adopt the requirements of SFAS 133 as of
January 1, 2001. The Company has not yet determined the effect that the
adoption of SFAS 133 will have on its consolidated financial statements.

2. Acquisitions

 Agreement With GTE Corporation ("GTE")

   On November 7, 1999, the Company entered into an agreement with GTE to form
a joint venture ("Crown Castle GT") to own and operate a significant majority
of GTE's towers. The agreement contemplates that the transaction will be
completed in multiple closings during 2000. On January 31, 2000, the formation
of Crown Castle GT took place in connection with the first such closing of
towers. During the course of the multiple closings, (1) the Company will
contribute an aggregate of approximately $825,000,000 (of which up to

                                       6
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

$100,000,000 can be in shares of its common stock, with the balance in cash)
in exchange for a majority ownership interest in Crown Castle GT, and (2) GTE
will contribute approximately 2,300 towers in exchange for cash distributions
aggregating approximately $800,000,000 (less any amount contributed in the
form of the Company's common stock) from Crown Castle GT and a minority
ownership interest in Crown Castle GT. Upon dissolution of Crown Castle GT,
GTE will receive (1) any shares of the Company's common stock contributed to
Crown Castle GT and (2) a payment equal to approximately 11.4% of the fair
market value of Crown Castle GT's other net assets; the Company will then
receive the remaining assets and liabilities of Crown Castle GT. The Company
is accounting for its investment in Crown Castle GT as a purchase of tower
assets, and is including Crown Castle GT's results of operations and cash
flows in the Company's consolidated financial statements for periods
subsequent to formation. Upon entering into this agreement, the Company placed
$50,000,000 into an escrow account. At the January 31, 2000 closing, the
Company contributed $223,870,000 in cash to Crown Castle GT, and GTE
contributed 637 towers in exchange for a cash distribution of $198,870,000
from Crown Castle GT.

   On April 3, 2000, the second closing of towers took place for Crown Castle
GT. The Company contributed $479,671,000 in cash and 5,067,488 shares of its
common stock to Crown Castle GT, and GTE contributed 1,607 towers in exchange
for a cash distribution of $479,671,000 from Crown Castle GT. The funds in the
escrow account were used to pay $50,000,000 of the Company's cash
contribution. A portion of the remaining cash contribution was financed with
the net proceeds from borrowings under the Term Loans due 2011 (see Note 3).
In June 2000, the third closing of towers took place. The Company contributed
$13,191,000 in cash, and GTE contributed 39 towers in exchange for a cash
distribution of $13,191,000 from Crown Castle GT.

   In addition to the approximately 2,300 towers to be contributed pursuant to
the formation agreement, GTE has the right to contribute certain additional
towers to Crown Castle GT, including towers acquired by GTE from Ameritech
Corp. ("Ameritech"), on terms substantially similar to those in the formation
agreement. In April 2000, the Company agreed with GTE that approximately 470
of the Ameritech towers would be contributed to Crown Castle GT. The
consideration to GTE for these additional towers will be a cash distribution
of approximately $162,500,000 and additional ownership interests in Crown
Castle GT. See Note 9.

 BellSouth Mobility Inc. and BellSouth Telecommunications Inc. ("BellSouth")
and BellSouth DCS

   On February 2, 2000, the Company closed on an additional 90 of the
BellSouth towers. In connection with this closing, the Company paid
$20,437,000 in cash and issued 441,925 shares of its common stock. On the same
date, the Company closed on an additional 26 of the BellSouth DCS towers. In
connection with this closing, the Company paid $10,662,000 in cash.

   On April 20, 2000, the Company closed on an additional 90 of the BellSouth
towers. In connection with this closing, the Company paid $20,518,000 in cash
and issued 441,926 shares of its common stock. On the same date, the Company
closed on an additional 32 of the BellSouth DCS towers. In connection with
this closing, the Company paid $13,175,000 in cash.

 Crown Castle Australia Holdings Pty Ltd. ("CCAL")

   In March 2000, CCAL (a 66.7% owned subsidiary of the Company) entered into
an agreement to purchase approximately 700 towers in Australia from Cable &
Wireless Optus ("Optus"). The total purchase price for the towers will be
approximately $135,000,000 in cash (Australian $220,000,000). The Company is
accounting for its investment in CCAL as a purchase of tower assets, and is
including CCAL's results of operations and cash flows in the Company's
consolidated financial statements for periods subsequent to the purchase date.
On April 3, 2000, the first closing took place for CCAL. The Company
contributed $90,786,000 in cash (Australian

                                       7
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

$147,500,000) to CCAL. The largest portion of this amount, along with a
capital contribution from CCAL's minority shareholder, was used to pay
$103,485,000 (Australian $168,131,000) to Optus. In May and June of 2000, CCAL
made additional payments to Optus amounting to $6,931,000 (Australian
$11,607,000).

3. Long-term Debt

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                       December 31,  June 30,
                                                           1999        2000
                                                       ------------ ----------
                                                          (In thousands of
                                                              dollars)
   <S>                                                 <C>          <C>
   2000 Credit Facility...............................  $       --  $  400,000
   Senior Credit Facility.............................      63,000          --
   CCUK Credit Facility...............................     133,456     124,903
   Crown Atlantic Credit Facility.....................     180,000     200,000
   9% Guaranteed Bonds due 2007.......................     195,699     183,642
   10 5/8% Senior Discount Notes due 2007, net of
    discount..........................................     186,434     196,338
   10 3/8% Senior Discount Notes due 2011, net of
    discount..........................................     321,284     337,950
   9% Senior Notes due 2011...........................     180,000     180,000
   11 1/4% Senior Discount Notes due 2011, net of
    discount..........................................     157,470     166,329
   9 1/2% Senior Notes due 2011.......................     125,000     125,000
   10 3/4% Senior Notes due 2011......................          --     500,000
                                                        ----------  ----------
                                                        $1,542,343  $2,414,162
                                                        ==========  ==========
</TABLE>

 2000 Credit Facility

   In March 2000, a subsidiary of the Company entered into a credit agreement
with a syndicate of banks (the "2000 Credit Facility") which consists of two
term loan facilities and a revolving line of credit aggregating
$1,200,000,000. Available borrowings under the 2000 Credit Facility are
generally to be used for the construction and purchase of towers and for
general corporate purposes of CCUSA, Crown Castle GT and CCAL. The amount of
available borrowings will be determined based on the current financial
performance (as defined) of those subsidiaries' assets. In addition, up to
$25,000,000 of borrowing availability under the 2000 Credit Facility can be
used for letters of credit.

   On March 15, 2000, the Company used $83,375,000 in borrowings under one of
the term loan facilities of the 2000 Credit Facility to repay outstanding
borrowings and accrued interest under the Senior Credit Facility. The net
proceeds from $316,625,000 in additional borrowing under this term loan
facility are being used to fund a portion of the purchase price for Crown
Castle GT and for general corporate purposes. As of June 30, 2000,
approximately $325,000,000 of borrowings was available under the 2000 Credit
Facility, of which $25,000,000 was available for letters of credit. There were
no letters of credit outstanding as of June 30, 2000. In the first quarter of
2000, CCI recorded an extraordinary loss of $1,495,000 consisting of the
write-off of unamortized deferred financing costs related to the Senior Credit
Facility.

   The amount of available borrowings under the 2000 Credit Facility's term
loans and revolving line of credit will decrease by stated amounts at the end
of each calendar quarter beginning on June 30, 2003. Any remaining borrowings
under the term loan currently outstanding must be repaid on March 15, 2008.
Any remaining borrowings under the other term loan and the revolving line of
credit must be repaid on September 15, 2007. Under certain circumstances, the
Company's subsidiaries may be required to make principal prepayments under the
2000 Credit Facility in an amount equal to 50% of excess cash flow (as
defined), the net cash proceeds from certain asset sales or the net cash
proceeds from certain borrowings.

                                       8
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The 2000 Credit Facility is secured by substantially all of the assets of
CCUSA and CCAL, and the Company's pledge of the capital stock of those
subsidiaries and Crown Castle GT. In addition, the 2000 Credit Facility is
guaranteed by CCIC. Borrowings under the 2000 Credit Facility bear interest at
rates per annum, at the Company's election, equal to the bank's prime rate
plus margins ranging from 1.75% to 2.00% or a Eurodollar interbank offered
rate (LIBOR) plus margins ranging from 2.75% to 3.00%. The interest rate
margins may be reduced by up to 1.00% (non-cumulatively) based on a financial
test, determined quarterly. Interest on prime rate loans is due quarterly,
while interest on LIBOR loans is due at the end of the period (from one to six
months) for which such LIBOR rate is in effect. The 2000 Credit Facility
requires the borrowers to maintain certain financial covenants and places
restrictions on their ability to, among other things, incur debt and liens,
pay dividends, make capital expenditures, dispose of assets, undertake
transactions with affiliates and make investments.

 Term Loans due 2011

   On April 3, 2000, the Company borrowed $400,000,000 under a term loan
agreement with a group of lenders (the "Term Loans"). The net proceeds from
this borrowing, which amounted to $395,875,000, were used to fund a portion of
the cash contribution for the second closing of towers at Crown Castle GT (See
Note 2). The Term Loans were repaid in June 2000 with proceeds from the sale
of the Company's 10 3/4% Senior Notes.

 10 3/4% Senior Notes due 2011 (the "10 3/4% Senior Notes")

   On June 21, 2000, the Company issued $500,000,000 aggregate principal
amount of its 10 3/4% Senior Notes for proceeds of $483,674,000 (after
underwriting discounts of $16,326,000). A portion of the proceeds from the
sale of these securities were used to repay the Term Loans (as discussed
above), and the remaining proceeds are being used to fund the initial interest
payments on the 10 3/4% Senior Notes and for general corporate purposes.

   Semi-annual interest payments for the 10 3/4% Senior Notes are due on each
February 1 and August 1, commencing on February 1, 2001. The maturity date of
the 10 3/4% Senior Notes is August 1, 2011.

   The 10 3/4% Senior Notes are redeemable at the option of the Company, in
whole or in part, on or after August 1, 2005 at a price of 105.375% of the
principal amount plus accrued interest. The redemption price is reduced
annually until August 1, 2008, after which time the 10 3/4% Senior Notes are
redeemable at par. Prior to August 1, 2003, the Company may redeem up to 35%
of the aggregate principal amount of the 10 3/4% Senior Notes, at a price of
110.75% of the principal amount thereof, with the net cash proceeds from a
public offering of the Company's common stock.

 Reporting Requirements Under the Indentures Governing the Company's Debt
Securities (the "Indentures") and the Certificate of Designations Governing
the Company's 12 3/4% Senior Exchangeable Preferred Stock (the "Certificate")

   The following information (as such capitalized terms are defined in the
Indentures and the Certificate) is presented solely as a requirement of the
Indentures and the Certificate; such information is not intended as an
alternative measure of financial position, operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, the Company's measure of the following information
may not be comparable to similarly titled measures of other companies.

                                       9
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Summarized financial information for (1) the Company and its Restricted
Subsidiaries and (2) the Company's Unrestricted Subsidiaries is as follows:

<TABLE>
<CAPTION>
                                              June 30, 2000
                           ----------------------------------------------------
                           Company and
                            Restricted  Unrestricted Consolidation Consolidated
                           Subsidiaries Subsidiaries Eliminations     Total
                           ------------ ------------ ------------- ------------
                                        (In thousands of dollars)
<S>                        <C>          <C>          <C>           <C>
Cash and cash
 equivalents.............   $  306,666   $   25,383    $      --    $  332,049
Other current assets.....       80,197       61,501           --       141,698
Property and equipment,
 net.....................    2,549,054    1,149,172           --     3,698,226
Investments in
 Unrestricted
 Subsidiaries............      980,447           --     (980,447)           --
Goodwill and other
 intangible assets, net..      144,425      452,388           --       596,813
Other assets, net........       91,583       11,291           --       102,874
                            ----------   ----------    ---------    ----------
                            $4,152,372   $1,699,735    $(980,447)   $4,871,660
                            ==========   ==========    =========    ==========
Current liabilities......   $   93,795   $   91,833    $      --    $  185,628
Long-term debt...........    1,905,617      508,545           --     2,414,162
Other liabilities........       14,098       63,115           --        77,213
Minority interests.......       64,981       55,795           --       120,776
Redeemable preferred
 stock...................      437,891           --           --       437,891
Stockholders' equity.....    1,635,990      980,447     (980,447)    1,635,990
                            ----------   ----------    ---------    ----------
                            $4,152,372   $1,699,735    $(980,447)   $4,871,660
                            ==========   ==========    =========    ==========
</TABLE>

<TABLE>
<CAPTION>
                            Three Months Ended June 30, 2000        Six Months Ended June 30, 2000
                         -------------------------------------- --------------------------------------
                         Company and                            Company and
                          Restricted  Unrestricted Consolidated  Restricted  Unrestricted Consolidated
                         Subsidiaries Subsidiaries    Total     Subsidiaries Subsidiaries    Total
                         ------------ ------------ ------------ ------------ ------------ ------------
                                                   (In thousands of dollars)
<S>                      <C>          <C>          <C>          <C>          <C>          <C>
Net revenues............   $ 72,455     $75,904      $148,359     $121,914     $150,689     $272,603
Costs of operations
 (exclusive of
 depreciation and
 amortization)..........     33,180      35,390        68,570       52,612       72,146      124,758
General and
 administrative.........     14,830       4,665        19,495       26,860        7,488       34,348
Corporate development...      1,837         285         2,122        3,623          570        4,193
Non-cash compensation
 charges................        340          10           350          747           64          811
Depreciation and
 amortization...........     32,112      24,535        56,647       53,562       48,207      101,769
                           --------     -------      --------     --------     --------     --------
Operating income
 (loss).................     (9,844)     11,019         1,175      (15,490)      22,214        6,724
Interest and other
 income (expense).......      6,299         366         6,665       11,347        1,022       12,369
Interest expense and
 amortization of
 deferred financing
 costs..................    (54,243)    (12,485)      (66,728)     (83,343)     (25,146)    (108,489)
Provision for income
 taxes..................         (4)        (21)          (25)         (15)         (21)         (36)
Minority interests......      1,475      (1,792)         (317)       1,375       (3,233)      (1,858)
Extraordinary item......         --          --            --       (1,495)          --       (1,495)
                           --------     -------      --------     --------     --------     --------
Net loss................   $(56,317)    $(2,913)     $(59,230)    $(87,621)    $ (5,164)    $(92,785)
                           ========     =======      ========     ========     ========     ========
</TABLE>

                                       10
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Tower Cash Flow and Adjusted Consolidated Cash Flow for the Company and its
Restricted Subsidiaries is as follows under (1) the indenture governing the 10
5/8% Senior Discount Notes and the Certificate (the "1997 and 1998
Securities") and (2) the indentures governing the 10 3/8% Discount Notes, the
9% Senior Notes, the 11 1/4% Discount Notes, the 9 1/2% Senior Notes and the
10 3/4% Senior Notes (the "1999 and 2000 Securities"):

<TABLE>
<CAPTION>
                                                    1997 and 1998 1999 and 2000
                                                     Securities    Securities
                                                    ------------- -------------
                                                     (In thousands of dollars)
<S>                                                 <C>           <C>
Tower Cash Flow, for the three months ended June
 30, 2000.........................................    $ 19,338      $ 19,338
                                                      ========      ========
Consolidated Cash Flow, for the twelve months
 ended June 30, 2000..............................    $ 59,584      $ 65,539
Less: Tower Cash Flow, for the twelve months ended
 June 30, 2000....................................     (58,960)      (58,960)
Plus: four times Tower Cash Flow, for the three
 months ended June 30, 2000.......................      77,352        77,352
                                                      --------      --------
Adjusted Consolidated Cash Flow, for the twelve
 months ended June 30, 2000.......................    $ 77,976      $ 83,931
                                                      ========      ========
</TABLE>

4. Redeemable Preferred Stock

   Redeemable preferred stock ($.01 par value, 10,000,000 shares authorized)
consists of the following:

<TABLE>
<CAPTION>
                                                         December 31, June 30,
                                                             1999       2000
                                                         ------------ --------
                                                           (In thousands of
                                                               dollars)
<S>                                                      <C>          <C>
12 3/4% Senior Exchangeable Preferred Stock; shares
 issued:
  December 31, 1999--226,745 and June 30, 2000--241,431
   (stated at mandatory redemption and aggregate
   liquidation value)...................................   $227,950   $242,713
8 1/4% Cumulative Convertible Redeemable Preferred
 Stock; shares issued:
  200,000 (stated net of unamortized value of warrants;
   mandatory redemption and aggregate liquidation value
   of $200,000).........................................    194,973    195,178
                                                           --------   --------
                                                           $422,923   $437,891
                                                           ========   ========
</TABLE>

5. Restructuring Charges

   In connection with the formation of Crown Atlantic, the Company completed a
restructuring of its United States operations during the first quarter of
1999. The objective of this restructuring was to transition from a centralized
organization to a regionally-based organization in the United States.
Coincident with the restructuring, the Company incurred one-time charges of
$1,814,000 related to severance payments for staff reductions, as well as
costs related to non-cancelable leases of excess office space.

6. Per Share Information

   Per share information is based on the weighted-average number of common
shares outstanding during each period for the basic computation and, if
dilutive, the weighted-average number of potential common shares resulting
from the assumed conversion of outstanding stock options, warrants and
convertible preferred stock for the diluted computation.

                                      11
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   A reconciliation of the numerators and denominators of the basic and
diluted per share computations is as follows:

<TABLE>
<CAPTION>
                                          Three Months       Six Months Ended
                                         Ended June 30,          June 30,
                                        ------------------  -------------------
                                          1999      2000      1999      2000
                                        --------  --------  --------  ---------
                                        (In thousands of dollars, except per
                                                   share amounts)
<S>                                     <C>       <C>       <C>       <C>
Loss before extraordinary item and
 cumulative effect of change in
 accounting principle.................  $(20,850) $(59,230) $(34,323) $ (91,290)
Dividends on preferred stock..........    (6,614)  (11,725)  (13,022)   (23,218)
                                        --------  --------  --------  ---------
Loss before extraordinary item and
 cumulative effect of change in
 accounting principle applicable to
 common stock for basic and diluted
 computations.........................   (27,464)  (70,955)  (47,345)  (114,508)
Extraordinary item....................        --        --        --     (1,495)
Cumulative effect of change in
 accounting principle.................        --        --    (2,414)        --
                                        --------  --------  --------  ---------
Net loss applicable to common stock
 for basic and diluted computations...  $(27,464) $(70,955) $(49,759) $(116,003)
                                        ========  ========  ========  =========
Weighted-average number of common
 shares outstanding during the period
 for basic and diluted computations
 (in thousands).......................   124,849   165,625   109,791    162,095
                                        ========  ========  ========  =========
Per common share--basic and diluted:..
  Loss before extraordinary item and
   cumulative effect of change in
   accounting principle...............  $  (0.22) $  (0.43) $  (0.43) $   (0.71)
  Extraordinary item..................        --        --        --      (0.01)
  Cumulative effect of change in
   accounting principle...............        --        --     (0.02)        --
                                        --------  --------  --------  ---------
  Net loss............................  $  (0.22) $  (0.43) $  (0.45) $   (0.72)
                                        ========  ========  ========  =========
</TABLE>

   The calculations of common shares outstanding for the diluted computations
exclude the following potential common shares as of June 30, 2000: (1) options
to purchase 19,727,925 shares of common stock at exercise prices ranging from
$-0- to $34.00 per share, (2) warrants to purchase 835,990 shares of common
stock at an exercise price of $7.50 per share, (3) warrants to purchase
1,000,000 shares of common stock at an exercise price of $26.875 per share,
(4) shares of Crown Castle UK Holdings Limited ("CCUK") stock which are
convertible into 17,443,500 shares of common stock and (5) shares of the
Company's 8 1/4% Cumulative Convertible Redeemable Preferred Stock which are
convertible into 7,441,860 shares of common stock. The inclusion of such
potential common shares in the diluted per share computations would be
antidilutive since the Company incurred net losses for all periods presented.

7. Contingencies

   The Company is involved in various claims, lawsuits and proceedings arising
in the ordinary course of business. While there are uncertainties inherent in
the ultimate outcome of such matters and it is impossible to presently
determine the ultimate costs that may be incurred, management believes the
resolution of such uncertainties and the incurrence of such costs should not
have a material adverse effect on the Company's consolidated financial
position or results of operations.

8. Operating Segments

   The measurement of profit or loss currently used to evaluate the results of
operations for the Company and its operating segments is earnings before
interest, taxes, depreciation and amortization ("EBITDA"). The Company defines
EBITDA as operating income (loss) plus depreciation and amortization, non-cash
compensation charges and restructuring charges. EBITDA is not intended as an
alternative measure of operating results or cash flow from operations (as
determined in accordance with generally accepted accounting principles),

                                      12
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

and the Company's measure of EBITDA may not be comparable to similarly titled
measures of other companies. There are no significant revenues resulting from
transactions between the Company's operating segments.

   The Company is presenting the financial results of CCAL as a reportable
operating segment for periods subsequent to the purchase date (see Note 2).
The financial results for the Company's operating segments are as follows:

<TABLE>
<CAPTION>
                                       Three Months Ended June 30, 2000
                         -----------------------------------------------------------------
                                                                   Corporate
                                                          Crown     Office    Consolidated
                           CCUSA       CCAL      CCUK    Atlantic  and Other     Total
                         ----------  --------  --------  --------  ---------  ------------
                                          (In thousands of dollars)
<S>                      <C>         <C>       <C>       <C>       <C>        <C>
Net revenues:
  Site rental and
   broadcast
   transmission......... $   44,551  $  1,814  $ 47,995  $ 15,143  $     --    $  109,503
  Network services and
   other................     26,090        --     5,730     7,036        --        38,856
                         ----------  --------  --------  --------  --------    ----------
                             70,641     1,814    53,725    22,179        --       148,359
                         ----------  --------  --------  --------  --------    ----------
Costs of operations
 (exclusive of
 depreciation and
 amortization)..........     32,149     1,031    25,613     9,777        --        68,570
General and
 administrative.........     12,228     1,355     2,631     2,034     1,247        19,495
Corporate development...         --        --       285        --     1,837         2,122
                         ----------  --------  --------  --------  --------    ----------
EBITDA..................     26,264      (572)   25,196    10,368    (3,084)       58,172
Non-cash compensation
 charges................         --        --        10        --       340           350
Depreciation and
 amortization...........     30,509     1,291    16,647     7,888       312        56,647
                         ----------  --------  --------  --------  --------    ----------
Operating income
 (loss).................     (4,245)   (1,863)    8,539     2,480    (3,736)        1,175
Interest and other
 income (expense).......      1,936       227       141       225     4,136         6,665
Interest expense and
 amortization of
 deferred financing
 costs..................    (11,892)      (46)   (8,420)   (4,065)  (42,305)      (66,728)
Provision for income
 taxes..................         (4)       --       (21)       --        --           (25)
Minority interests......        510       965    (1,030)     (762)       --          (317)
                         ----------  --------  --------  --------  --------    ----------
Net loss................ $  (13,695) $   (717) $   (791) $ (2,122) $(41,905)   $  (59,230)
                         ==========  ========  ========  ========  ========    ==========
Capital expenditures.... $   97,685  $    440  $ 22,688  $ 26,771  $    594    $  148,178
                         ==========  ========  ========  ========  ========    ==========
Total assets (at period
 end)................... $2,729,917  $139,534  $960,746  $738,989  $302,474    $4,871,660
                         ==========  ========  ========  ========  ========    ==========
<CAPTION>
                                        Six Months Ended June 30, 2000
                         -----------------------------------------------------------------
                                                                   Corporate
                                                          Crown     Office    Consolidated
                           CCUSA       CCAL      CCUK    Atlantic  and Other     Total
                         ----------  --------  --------  --------  ---------  ------------
                                          (In thousands of dollars)
<S>                      <C>         <C>       <C>       <C>       <C>        <C>
Net revenues:
  Site rental and
   broadcast
   transmission......... $   75,921  $  1,814  $ 96,574  $ 28,935  $     --    $  203,244
  Network services and
   other................     44,145        --    12,276    12,904        34        69,359
                         ----------  --------  --------  --------  --------    ----------
                            120,066     1,814   108,850    41,839        34       272,603
                         ----------  --------  --------  --------  --------    ----------
Costs of operations
 (exclusive of
 depreciation and
 amortization)..........     51,532     1,031    53,547    18,599        49       124,758
General and
 administrative.........     22,208     1,355     3,657     3,831     3,297        34,348
Corporate development...         --        --       570        --     3,623         4,193
                         ----------  --------  --------  --------  --------    ----------
EBITDA..................     46,326      (572)   51,076    19,409    (6,935)      109,304
Non-cash compensation
 charges................         67        --        64        --       680           811
Depreciation and
 amortization...........     51,663     1,291    32,200    16,007       608       101,769
                         ----------  --------  --------  --------  --------    ----------
Operating income
 (loss).................     (5,404)   (1,863)   18,812     3,402    (8,223)        6,724
Interest and other
 income (expense).......      2,712       227       326       696     8,408        12,369
Interest expense and
 amortization of
 deferred financing
 costs..................    (15,626)      (46)  (16,705)   (8,441)  (67,671)     (108,489)
Provision for income
 taxes..................        (15)       --       (21)       --        --           (36)
Minority interests......        410       965    (2,333)     (900)       --        (1,858)
Extraordinary item......     (1,495)       --        --        --        --        (1,495)
                         ----------  --------  --------  --------  --------    ----------
Net income (loss)....... $  (19,418) $   (717) $     79  $ (5,243) $(67,486)   $  (92,785)
                         ==========  ========  ========  ========  ========    ==========
Capital expenditures.... $  164,626  $    440  $ 43,592  $ 49,006  $    941    $  258,605
                         ==========  ========  ========  ========  ========    ==========
</TABLE>

                                      13
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
                                      Three Months Ended June 30, 1999
                              ----------------------------------------------------
                                                           Corporate
                                                  Crown     Office    Consolidated
                               CCUSA     CCUK    Atlantic  and Other     Total
                              -------  --------  --------  ---------  ------------
                                         (In thousands of dollars)
<S>                           <C>      <C>       <C>       <C>        <C>
Net revenues:
  Site rental and broadcast
   transmission.............  $ 8,563  $ 41,727  $11,887   $     --     $ 62,177
  Network services and
   other....................    8,718     5,621      499        512       15,350
                              -------  --------  -------   --------     --------
                               17,281    47,348   12,386        512       77,527
                              -------  --------  -------   --------     --------
Costs of operations
 (exclusive of depreciation
 and amortization)..........    6,177    22,267    5,848        440       34,732
General and administrative..    5,594     1,380    1,068      1,196        9,238
Corporate development.......       --       655       --      1,411        2,066
                              -------  --------  -------   --------     --------
EBITDA......................    5,510    23,046    5,470     (2,535)      31,491
Non-cash compensation
 charges....................       --       163       --        341          504
Depreciation and
 amortization...............    5,798    15,982    7,789        294       29,863
                              -------  --------  -------   --------     --------
Operating income (loss).....     (288)    6,901   (2,319)    (3,170)       1,124
Interest and other income
 (expense)..................       75       429    3,161        874        4,539
Interest expense and
 amortization of deferred
 financing costs............   (1,125)   (6,988)  (3,925)   (14,518)     (26,556)
Provision for income taxes..      (14)       --       --        (56)         (70)
Minority interests..........       --      (911)   1,024         --          113
                              -------  --------  -------   --------     --------
Net loss....................  $(1,352) $   (569) $(2,059)  $(16,870)    $(20,850)
                              =======  ========  =======   ========     ========
Capital expenditures........  $26,047  $ 23,834  $ 1,118   $    202     $ 51,201
                              =======  ========  =======   ========     ========
<CAPTION>
                                       Six Months Ended June 30, 1999
                              ----------------------------------------------------
                                                           Corporate
                                                  Crown     Office    Consolidated
                               CCUSA     CCUK    Atlantic  and Other     Total
                              -------  --------  --------  ---------  ------------
                                         (In thousands of dollars)
<S>                           <C>      <C>       <C>       <C>        <C>
Net revenues:
  Site rental and broadcast
   transmission.............  $14,879  $ 80,737  $11,887   $     --     $107,503
  Network services and
   other....................   13,885     9,466      499      1,283       25,133
                              -------  --------  -------   --------     --------
                               28,764    90,203   12,386      1,283      132,636
                              -------  --------  -------   --------     --------
Costs of operations
 (exclusive of depreciation
 and amortization)..........   10,385    43,051    5,848        957       60,241
General and administrative..   10,888     3,060    1,068      2,526       17,542
Corporate development.......       --       688       --      2,252        2,940
                              -------  --------  -------   --------     --------
EBITDA......................    7,491    43,404    5,470     (4,452)      51,913
Restructuring charges.......    1,814        --       --         --        1,814
Non-cash compensation
 charges....................       67       447       --        657        1,171
Depreciation and
 amortization...............   10,036    31,121    7,789        573       49,519
                              -------  --------  -------   --------     --------
Operating income (loss).....   (4,426)   11,836   (2,319)    (5,682)        (591)
Interest and other income
 (expense)..................     (458)      254    3,161      1,922        4,879
Interest expense and
 amortization of deferred
 financing costs............   (1,810)  (12,527)  (3,925)   (19,580)     (37,842)
Provision for income taxes..      (45)       --       --       (152)        (197)
Minority interests..........       --    (1,596)   1,024         --         (572)
Cumulative effect of change
 in accounting principle for
 costs of start-up
 activities.................   (2,014)       --       --       (400)      (2,414)
                              -------  --------  -------   --------     --------
Net loss....................  $(8,753) $ (2,033) $(2,059)  $(23,892)    $(36,737)
                              =======  ========  =======   ========     ========
Capital expenditures........  $43,218  $ 82,639  $ 1,118   $    589     $127,564
                              =======  ========  =======   ========     ========
</TABLE>

                                       14
<PAGE>

               CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

       CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


9. Subsequent Events

 Disposition of the Company's Common Shares by France Telecom

   On July 5, 2000, TeleDiffusion de France International S.A. ("TdF", a
subsidiary of France Telecom) and an affiliate of TdF sold their remaining
interests in the Company and CCUK to a third party. In connection with this
disposition, the Company issued 17,443,500 shares of its Common Stock in
exchange for TdF's 20% interest in CCUK. As a result, CCUK became a wholly
owned subsidiary of the Company. In June 2000, the outstanding shares of the
Company's Class A Common Stock held by an affiliate of TdF were converted into
11,340,000 shares of the Company's Common Stock in connection with the sale of
a portion of TdF's shares to a third party. Upon conversion of the Class A
Common Stock, France Telecom relinquished its governance rights with respect
to the Company and its subsidiaries.

 Sales of Securities

   On July 27, 2000, the Company sold shares of its common stock and preferred
stock in concurrent underwritten public offerings (the "July 2000 Offerings").
The Company had granted the underwriters for the July 2000 Offerings over-
allotment options to purchase additional shares in both offerings. On August
1, 2000, the over-allotment option for the common stock offering was partially
exercised and the over-allotment option for the preferred stock offering was
exercised in full. As a result, the Company sold (1) a total of 12,084,200
shares of its common stock at a price of $29.50 per share and received
proceeds of $342,225,000 (after underwriting discounts of $14,259,000) and (2)
a total of 8,050,000 shares of its 6.25% Convertible Preferred Stock at a
price of $50.00 per share and received proceeds of $388,412,000 (after
underwriting discounts of $14,088,000). The proceeds from the July 2000
Offerings will be used for general corporate purposes.

   The holders of the 6.25% Convertible Preferred Stock will be entitled to
receive cumulative dividends at the rate of 6.25% per annum payable on
February 15, May 15, August 15 and November 15 of each year, beginning on
November 15, 2000. The Company will have the option to pay dividends in cash
or in shares of its common stock (valued at 95% of the current market value of
the common stock, as defined). The Company is required to redeem all
outstanding shares of the 6.25% Convertible Preferred Stock on August 15, 2012
at a price equal to the liquidation preference plus accumulated and unpaid
dividends.

   The shares of 6.25% Convertible Preferred Stock are convertible, at the
option of the holder, in whole or in part at any time, into shares of the
Company's common stock at a conversion price of $36.875 per share of common
stock. Beginning on August 15, 2003, under certain circumstances, the Company
will have the right to convert the 6.25% Convertible Preferred Stock, in whole
or in part, into shares of the Company's common stock at the same conversion
price.

   The Company's obligations with respect to the 6.25% Convertible Preferred
Stock are subordinate to all indebtedness and the 12 3/4% Senior Exchangeable
Preferred Stock of the Company, and are effectively subordinate to all debt
and liabilities of the Company's subsidiaries. The 6.25% Convertible Preferred
Stock ranks in parity with the 8 1/4% Cumulative Convertible Redeemable
Preferred Stock.

 Crown Castle GT

   On August 9, 2000, the fourth closing of towers took place for Crown Castle
GT. The Company contributed $136,276,000 in cash, and GTE contributed 372 of
the Ameritech towers in exchange for a cash distribution of $136,276,000 from
Crown Castle GT.

                                      15
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

   The following discussion is intended to assist in understanding our
consolidated financial condition as of June 30, 2000 and our consolidated
results of operations for the three- and six-month periods ended June 30, 1999
and 2000. The statements in this discussion regarding the industry outlook,
our expectations regarding the future performance of our businesses and the
other nonhistorical statements in this discussion are forward-looking
statements. These forward-looking statements are subject to numerous risks and
uncertainties, including but not limited to the uncertainties relating to
decisions on capital expenditures to be made in the future by wireless
carriers and broadcasters. This discussion should be read in conjunction with
the response to Part I, Item 1 of this report and the consolidated financial
statements of the Company, including the related notes, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in the Form 10-K. Any capitalized terms used but not defined in this
Item have the same meaning given to them in the Form 10-K.

 Results of Operations

   In March 1999, we completed the formation of Crown Atlantic. In June and
December of 1999, we completed the acquisition of towers from Powertel. During
1999, we completed the substantial portions of the transactions with BellSouth
and BellSouth DCS. In January 2000, the formation of Crown Castle GT took
place with the first closing of towers; additional closings took place in
April and June of 2000. Finally, in April 2000, the first closing of towers
took place for CCAL. Results of operations of these acquired businesses and
towers are included in our consolidated financial statements for the periods
subsequent to the respective dates of acquisition. As such, our results of
operations for the three and six months ended June 30, 1999 are not comparable
to the results of operations for the three and six months ended June 30, 2000.

   The following information is derived from our historical Consolidated
Statements of Operations for the periods indicated.

<TABLE>
<CAPTION>
                            Three Months        Three Months
                           Ended June 30,      Ended June 30,     Six Months Ended    Six Months Ended
                                1999                2000            June 30, 1999       June 30, 2000
                          ------------------  ------------------  ------------------  ------------------
                                    Percent             Percent             Percent             Percent
                                     of Net              of Net              of Net              of Net
                           Amount   Revenues   Amount   Revenues   Amount   Revenues   Amount   Revenues
                          --------  --------  --------  --------  --------  --------  --------  --------
                                                  (Dollars in thousands)
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net revenues:
 Site rental and
  broadcast
  transmission..........  $ 62,177    80.2 %  $109,503    73.8%   $107,503    81.1 %  $203,244     74.6%
 Network services and
  other.................    15,350    19.8      38,856    26.2      25,133    18.9      69,359     25.4
                          --------   -----    --------   -----    --------   -----    --------   ------
   Total net revenues...    77,527   100.0     148,359   100.0     132,636   100.0     272,603    100.0
                          --------   -----    --------   -----    --------   -----    --------   ------
Operating expenses:
 Costs of operations:
 Site rental and
  broadcast
  transmission..........    26,557    42.7      48,563    44.3      45,084    41.9      88,850     43.7
 Network services and
  other.................     8,175    53.3      20,007    51.5      15,157    60.3      35,908     51.8
                          --------            --------            --------            --------
   Total costs of
    operations..........    34,732    44.8      68,570    46.2      60,241    45.4     124,758     45.8
 General and
  administrative........     9,238    11.9      19,495    13.2      17,542    13.2      34,348     12.6
 Corporate
  development...........     2,066     2.7       2,122     1.4       2,940     2.2       4,193      1.5
 Restructuring
  charges...............        --      --          --      --       1,814     1.4          --       --
 Non-cash compensation
  charges...............       504     0.7         350     0.2       1,171     0.9         811      0.3
 Depreciation and
  amortization..........    29,863    38.5      56,647    38.2      49,519    37.3     101,769     37.3
                          --------   -----    --------   -----    --------   -----    --------   ------
Operating income
 (loss).................     1,124     1.4       1,175     0.8        (591)   (0.4)      6,724      2.5
Other income (expense):
 Interest and other
  income (expense)......     4,539     5.9       6,665     4.5       4,879     3.6      12,369      4.5
 Interest expense and
  amortization of
  deferred financing
  costs.................   (26,556)  (34.3)    (66,728)  (45.0)    (37,842)  (28.5)   (108,489)   (39.8)
                          --------   -----    --------   -----    --------   -----    --------   ------
Loss before income
 taxes, minority
 interests,
 extraordinary item and
 cumulative effect of
 change in accounting
 principle..............   (20,893)  (27.0)    (58,888)  (39.7)    (33,554)  (25.3)    (89,396)   (32.8)
Provision for income
 taxes..................       (70)   (0.1)        (25)     --        (197)   (0.2)        (36)      --
Minority interests......       113     0.2        (317)   (0.2)       (572)   (0.4)     (1,858)    (0.7)
                          --------   -----    --------   -----    --------   -----    --------   ------
Loss before
 extraordinary item and
 cumulative effect of
 change in accounting
 principle..............   (20,850)  (26.9)    (59,230)  (39.9)    (34,323)  (25.9)    (91,290)   (33.5)
Extraordinary loss on
 early extinguishment of
 debt...................        --      --          --      --          --      --      (1,495)    (0.5)
Cumulative effect of
 change in accounting
 principle for costs of
 start-up activities....        --      --          --      --      (2,414)   (1.8)         --       --
                          --------   -----    --------   -----    --------   -----    --------   ------
Net loss................  $(20,850)  (26.9)%  $(59,230)  (39.9)%  $(36,737)  (27.7)%  $(92,785)  (34.0)%
                          ========   =====    ========   =====    ========   =====    ========   ======
</TABLE>

                                      16
<PAGE>

 Comparison of Three Months Ended June 30, 2000 and 1999

   Consolidated revenues for the three months ended June 30, 2000 were $148.4
million, an increase of $70.8 million from the three months ended June 30,
1999. This increase was primarily attributable to:

  (1) a $47.3 million, or 76.1%, increase in site rental and broadcast
      transmission revenues, of which $6.3 million was attributable to CCUK,
      $3.3 million was attributable to Crown Atlantic, $1.8 million was
      attributable to CCAL and $36.0 million was attributable to CCUSA,

  (2) a $17.4 million increase in network services and other revenues from
      CCUSA,

  (3) a $0.1 million increase in network services and other revenues from
      CCUK, and

  (4) a $6.5 million increase in network services and other revenues from
      Crown Atlantic.

   Costs of operations for the three months ended June 30, 2000 were $68.6
million, an increase of $33.8 million from the three months ended June 30,
1999. This increase was primarily attributable to:

  (1) a $22.0 million increase in site rental and broadcast transmission
      costs, of which $2.2 million was attributable to CCUK, $0.9 million was
      attributable to Crown Atlantic, $1.0 million was attributable to CCAL
      and $17.9 million was attributable to CCUSA,

  (2) an $8.0 million increase in network services costs related to CCUSA,

  (3) a $1.2 million increase in network services costs from CCUK, and

  (4) a $3.1 million increase in network services costs from Crown Atlantic.

   Costs of operations for site rental and broadcast transmission as a
percentage of site rental and broadcast transmission revenues increased to
44.3% for the three months ended June 30, 2000 from 42.7% for the three months
ended June 30, 1999 because of higher costs attributable to the CCAL and CCUSA
operations. Costs of operations for network services and other as a percentage
of network services and other revenues decreased to 51.5% for the three months
ended June 30, 2000 from 53.3% for the three months ended June 30, 1999,
primarily due to higher margins from the CCUSA operations.

   General and administrative expenses for the three months ended June 30,
2000 were $19.5 million, an increase of $10.3 million from the three months
ended June 30, 1999. This increase was primarily attributable to:

  (1) a $6.6 million increase in expenses related to the CCUSA operations,

  (2) a $1.0 million increase in expenses at Crown Atlantic,

  (3) a $1.3 million increase in expenses at CCUK, and

  (4) $1.4 million in expenses at CCAL.

General and administrative expenses as a percentage of revenues increased for
the three months ended June 30, 2000 to 13.2% from 11.9% for the three months
ended June 30, 1999 because of higher overhead costs as a percentage of
revenues for CCUK, Crown Atlantic and CCAL.

   Corporate development expenses for the three months ended June 30, 2000
were $2.1 million, essentially unchanged from the three months ended June 30,
1999.

   For the three months ended June 30, 2000, we recorded non-cash compensation
charges of $0.4 million related to the issuance of stock options to certain
employees and executives, compared to $0.5 million for the three months ended
June 30, 1999.

                                      17
<PAGE>

   Depreciation and amortization for the three months ended June 30, 2000 was
$56.6 million, an increase of $26.8 million from the three months ended June
30, 1999. This increase was primarily attributable to:

  (1) a $0.7 million increase in depreciation and amortization related to the
      property and equipment and goodwill from CCUK,

  (2) $1.3 million of depreciation and amortization related to the property
      and equipment from CCAL, and

  (3) a $24.7 million increase in depreciation and amortization related to
      the property and equipment, goodwill and other intangible assets
      related to the CCUSA operations.

   Interest and other income (expense) for the three months ended June 30,
2000 resulted primarily from:

  (1) the investment of the net proceeds from our recent offerings (see "-
      Liquidity and Capital Resources") and

  (2) a gain recognized upon the disposition of an investment in an
      affiliate.

   Interest and other income (expense) for the three months ended June 30,
1999 resulted primarily from:

  (1) the investment of the remaining portion of the cash contribution from
      the formation of Crown Atlantic in March 1999, and

  (2) the investment of the net proceeds from our securities offerings in
      late 1998 and 1999, largely offset by

  (3) a loss incurred upon the disposition of an investment in an affiliate.

   Interest expense and amortization of deferred financing costs for the three
months ended June 30, 2000 was $66.7 million, an increase of $40.2 million, or
151.3%, from the three months ended June 30, 1999. This increase was primarily
attributable to interest on indebtedness at CCUK and CCUSA, amortization of
the original issue discount on the 10 3/8% discount notes and the 11 1/4%
discount notes, interest on the 9% senior notes and the 9 1/2% senior notes,
and the write-off of unamortized deferred financing costs related to the term
loans (see "--Liquidity and Capital Resources").

   Minority interests represent the minority shareholder's 20% interest in
CCUK's operations, the minority partner's 38.5% interest in Crown Atlantic's
operations, the minority partner's 19.7% interest in Crown Castle GT's
operations and the minority shareholder's 33.3% interest in CCAL's operations.

 Comparison of Six Months Ended June 30, 2000 and 1999

   Consolidated revenues for the six months ended June 30, 2000 were $272.6
million, an increase of $140.0 million from the six months ended June 30,
1999. This increase was primarily attributable to:

  (1) a $95.7 million, or 89.1%, increase in site rental and broadcast
      transmission revenues, of which $15.8 million was attributable to CCUK,
      $17.0 million was attributable to Crown Atlantic, $1.8 million was
      attributable to CCAL and $61.0 million was attributable to CCUSA,

  (2) a $30.3 million increase in network services and other revenues from
      CCUSA,

  (3) a $2.8 million increase in network services and other revenues from
      CCUK, and

  (4) a $12.4 million increase in network services and other revenues from
      Crown Atlantic.

   Costs of operations for the six months ended June 30, 2000 were $124.8
million, an increase of $64.5 million from the six months ended June 30, 1999.
This increase was primarily attributable to:

  (1) a $43.8 million increase in site rental and broadcast transmission
      costs, of which $8.1 million was attributable to CCUK, $6.7 million was
      attributable to Crown Atlantic, $1.0 million was attributable to CCAL
      and $27.9 million was attributable to CCUSA,


                                      18
<PAGE>

  (2) a $13.2 million increase in network services costs related to CCUSA,

  (3) a $2.4 million increase in network services costs from CCUK, and

  (4) a $6.0 million increase in network services costs from Crown Atlantic.

Costs of operations for site rental and broadcast transmission as a percentage
of site rental and broadcast transmission revenues increased to 43.7% for the
six months ended June 30, 2000 from 41.9% for the six months ended June 30,
1999 because of higher costs attributable to the CCUK, CCAL and CCUSA
operations. Costs of operations for network services and other as a percentage
of network services and other revenues decreased to 51.8% for the six months
ended June 30, 2000 from 60.3% for the six months ended June 30, 1999,
primarily due to higher margins from the CCUSA operations.

   General and administrative expenses for the six months ended June 30, 2000
were $34.3 million, an increase of $16.8 million from the six months ended
June 30, 1999. This increase was primarily attributable to:

  (1) an $11.3 million increase in expenses related to the CCUSA operations,

  (2) a $0.8 million increase in expenses at our corporate office,

  (3) a $2.8 million increase in expenses at Crown Atlantic,

  (4) a $0.6 million increase in expenses at CCUK, and

  (5) $1.4 million in expenses at CCAL.

   General and administrative expenses as a percentage of revenues decreased
for the six months ended June 30, 2000 to 12.6% from 13.2% for the six months
ended June 30, 1999 because of lower overhead costs as a percentage of
revenues for CCUSA.

   Corporate development expenses for the six months ended June 30, 2000 were
$4.2 million, compared to $2.9 million for the six months ended June 30, 1999.
This increase was primarily attributable to an increase in expenses at our
corporate office.

   In connection with the formation of Crown Atlantic, we completed a
restructuring of our United States operations during the first quarter of
1999. The objective of this restructuring was to transition from a centralized
organization to a regionally-based organization in the United States. In the
first quarter of 1999, we recorded one-time charges of $1.8 million related to
severance payments for staff reductions, as well as costs related to non-
cancelable leases of excess office space.

   For the six months ended June 30, 2000, we recorded non-cash compensation
charges of $0.8 million related to the issuance of stock options to certain
employees and executives, compared to $1.2 million for the six months ended
June 30, 1999.

   Depreciation and amortization for the six months ended June 30, 2000 was
$101.8 million, an increase of $52.3 million from the six months ended June
30, 1999. This increase was primarily attributable to:

  (1) a $1.1 million increase in depreciation and amortization related to the
      property and equipment and goodwill from CCUK,

  (2) an $8.2 million increase in depreciation and amortization related to
      the property and equipment and goodwill from Crown Atlantic,

  (3) $1.3 million of depreciation and amortization related to the property
      and equipment from CCAL, and

  (4) a $41.6 million increase in depreciation and amortization related to
      the property and equipment, goodwill and other intangible assets
      related to the CCUSA operations.

                                      19
<PAGE>

   Interest and other income (expense) for the six months ended June 30, 2000
resulted primarily from:

  (1) the investment of the net proceeds from our recent offerings (see "-
      Liquidity and Capital Resources") and

  (2) a gain recognized upon the disposition of an investment in an
      affiliate.

   Interest and other income (expense) for the six months ended June 30, 1999
resulted primarily from:

  (1) the investment of the net proceeds from our securities offerings in
      1998 and 1999, largely offset by

  (2) costs incurred in connection with unsuccessful acquisition attempts,
      and

  (3) a loss incurred upon the disposition of an investment in an affiliate.

   Interest expense and amortization of deferred financing costs for the six
months ended June 30, 2000 was $108.5 million, an increase of $70.6 million,
or 186.7%, from the six months ended June 30, 1999. This increase was
primarily attributable to interest on indebtedness at CCUSA, CCUK and Crown
Atlantic, amortization of the original issue discount on the 10 3/8% discount
notes and the 11 1/4% discount notes, interest on the 9% senior notes and the
9 1/2% senior notes, and the write-off of unamortized deferred financing costs
related to the term loans (see "--Liquidity and Capital Resources").

   Minority interests represent the minority shareholder's 20% interest in
CCUK's operations, the minority partner's 38.5% interest in Crown Atlantic's
operations, the minority partner's 19.7% interest in Crown Castle GT's
operations and the minority shareholder's 33.3% interest in CCAL's operations.

   The extraordinary loss on early extinguishment of debt represents the
write-off of unamortized deferred financing costs related to the senior credit
facility. See "--Liquidity and Capital Resources".

   The cumulative effect of the change in accounting principle for costs of
start-up activities represents the charge we recorded upon the adoption of SOP
98-5 on January 1, 1999.

 Liquidity and Capital Resources

   Our business strategy contemplates substantial capital expenditures:

  (1) in connection with the expansion of our tower portfolios by partnering
      with wireless carriers to assume ownership or control of their existing
      towers, by pursuing build-to-suit opportunities, and by pursuing other
      tower acquisition opportunities, and

  (2) to acquire existing transmission networks globally as opportunities
      arise.

   Since its inception, CCIC has generally funded its activities, other than
acquisitions and investments, through excess proceeds from contributions of
equity capital and cash provided by operations. CCIC has financed acquisitions
and investments with the proceeds from equity contributions, borrowings under
our senior credit facilities, issuances of debt securities and the issuance of
promissory notes to sellers. Since its inception, CCUK has generally funded
its activities, other than the acquisition of the BBC home service
transmission business, through cash provided by operations and borrowings
under CCUK's credit facility. CCUK financed the acquisition of the BBC home
service transmission business with the proceeds from equity contributions and
the issuance of the CCUK bonds.

   For the six months ended June 30, 1999 and 2000, our net cash provided by
operating activities was $35.1 million and $79.4 million, respectively. For
the six months ended June 30, 1999 and 2000, our net cash provided by
financing activities was $1,047.7 million and $822.1 million, respectively.
Our primary financing-related activities in the first six months and July of
2000 included the following:

 2000 Credit Facility

   In March 2000, a subsidiary of CCIC entered into a credit agreement with a
syndicate of banks which consists of two term loan facilities and a revolving
line of credit aggregating $1,200.0 million. Available borrowings under the
2000 credit facility are generally to be used for the construction and
purchase of towers

                                      20
<PAGE>

and for general corporate purposes of CCUSA, Crown Castle GT and CCAL. The
amount of available borrowings will be determined based on the current
financial performance (as defined) of those subsidiaries' assets. In addition,
up to $25.0 million of borrowing availability under the 2000 credit facility
can be used for letters of credit. On March 15, 2000, we used $83.4 million in
borrowings under the 2000 credit facility to repay outstanding borrowings and
accrued interest under the Crown Communication senior credit facility. The net
proceeds from $316.6 million in additional borrowings are being used to fund a
portion of the purchase price for the GTE joint venture and for general
corporate purposes.

 Term Loans due 2011

   On April 3, 2000, we borrowed $400.0 million under a term loan agreement
with a group of lenders. The net proceeds from this borrowing, which amounted
to $395.9 million, were used to fund a portion of the cash contribution for
the second closing of towers at the GTE joint venture (as discussed below).
The term loans were repaid in June 2000 with proceeds from the sale of our
10 3/4% senior notes.

 June 2000 Debt Offering

   On June 21, 2000, we issued $500.0 million aggregate principal amount of
our 10 3/4% senior notes for proceeds of $483.7 million (after underwriting
discounts of $16.3 million). A portion of the proceeds from the sale of these
securities were used to repay the term loans (as discussed above), and the
remaining proceeds are being used to fund the initial interest payments on the
10 3/4% senior notes and for general corporate purposes.

 July 2000 Offerings

   On July 27, 2000, we sold shares of our common stock and preferred stock in
concurrent underwritten public offerings (the "July 2000 Offerings"). We had
granted the underwriters for the July 2000 Offerings over-allotment options to
purchase additional shares in both offerings. On August 1, 2000, the over-
allotment option for the common stock offering was partially exercised and the
over-allotment option for the preferred stock offering was exercised in full.
As a result, we sold (1) a total of 12,084,200 shares of our common stock at a
price of $29.50 per share and received proceeds of $342.2 million (after
underwriting discounts of $14.3 million) and (2) a total of 8,050,000 shares
of our 6.25% convertible preferred stock at a price of $50.00 per share and
received proceeds of $388.4 million (after underwriting discounts of $14.1
million). The proceeds from the July 2000 Offerings will be used for general
corporate purposes.

   Capital expenditures were $258.6 million for the six months ended June 30,
2000, of which $0.9 million were for CCIC, $164.6 million were for CCUSA,
$49.0 million were for Crown Atlantic and $43.6 million were for CCUK. We
anticipate that we will build, through the end of 2000, approximately 900
towers in the United States at a cost of approximately $225.0 million and
approximately 270 towers in the United Kingdom at a cost of approximately
$45.0 million. We also expect that the capital expenditure requirements
related to the roll-out of digital broadcast transmission in the United
Kingdom will be approximately (Pounds)17.5 million ($26.5 million).

   In addition to capital expenditures in connection with build-to-suits, we
expect to apply a significant amount of capital to finance the remaining cash
portion of the consideration being paid in connection with the recent and
agreed to transactions discussed below.

   In connection with the BellSouth transaction, through July 2000, we have
issued approximately 8.6 million shares of our common stock and paid BellSouth
$411.1 million in cash. We expect to (1) issue an additional 0.5 million
shares of our common stock and (2) use a portion of the net proceeds from our
recent offerings to finance the remaining $18.9 million cash purchase price
for this transaction.

   In connection with the BellSouth DCS transaction, through July 2000, we
have paid BellSouth DCS $290.7 million in cash. We expect to use a portion of
the net proceeds from our recent offerings to finance the remaining $26.2
million cash purchase price for this transaction.

   On November 7, 1999, we entered into an agreement with GTE to form a joint
venture to own and operate a significant majority of GTE's towers. The
agreement contemplates that the transaction will be completed in multiple
closings during 2000. On January 31, 2000, the formation of the joint venture
took place in connection

                                      21
<PAGE>

with the first such closing of towers. During the course of the multiple
closings, (1) we will contribute an aggregate of approximately $825.0 million
(of which up to $100.0 million can be in shares of our common stock, with the
balance in cash) in exchange for a majority ownership interest in the joint
venture, and (2) GTE will contribute approximately 2,300 towers in exchange
for cash distributions aggregating approximately $800.0 million (less any
amount contributed in the form of our common stock) from the joint venture and
a minority ownership interest in the joint venture. Upon dissolution of the
joint venture, GTE will receive (1) any shares of our common stock contributed
to the joint venture and (2) a payment equal to approximately 11.4% of the
fair market value of the joint venture's other net assets; we will then
receive the remaining assets and liabilities of the joint venture. We are
accounting for our investment in the GTE joint venture as a purchase of tower
assets, and are including the joint venture's results of operations and cash
flows in our consolidated financial statements for periods subsequent to
formation. Upon entering into this agreement, we placed $50.0 million into an
escrow account. At the January 31, 2000 closing, we contributed $223.9 million
in cash to the joint venture, and GTE contributed 637 towers in exchange for a
cash distribution of $198.9 million from the joint venture. On April 3, 2000,
the second closing of towers took place. We contributed $479.7 million in cash
and 5.1 million shares of our common stock to the joint venture, and GTE
contributed 1,607 towers in exchange for a cash distribution of $479.7 million
from the joint venture. The funds in the escrow account were used to pay $50.0
million of our cash contribution. A portion of our remaining cash contribution
was financed with the net proceeds from borrowings under term loans (as
discussed above). In June 2000, the third closing of towers took place. We
contributed $13.2 million in cash, and GTE contributed 39 towers in exchange
for a cash distribution of $13.2 million from the joint venture.

   In addition to the approximately 2,300 towers to be contributed pursuant to
the formation agreement, GTE has the right to contribute certain additional
towers to the joint venture, including towers acquired by GTE from Ameritech,
on terms substantially similar to those in the formation agreement. In April
2000, we agreed with GTE that approximately 470 of the Ameritech towers would
be contributed to the joint venture. The consideration to GTE for these
additional towers will be a cash distribution of approximately $162.5 million
and additional ownership interests in the joint venture. We expect to use a
portion of the net proceeds from our recent offerings to finance the cash
purchase price for this transaction. On August 9, 2000, the fourth closing of
towers took place for Crown Castle GT. The Company contributed $136.3 million
in cash, and GTE contributed 372 of the Ameritech towers in exchange for a
cash distribution of $136.3 million from Crown Castle GT.

   In March 2000, CCAL (our 66.7% owned subsidiary) entered into an agreement
to purchase approximately 700 towers in Australia from Cable & Wireless Optus.
The total purchase price for the towers will be approximately $135.0 million
in cash (Australian $220.0 million). We are accounting for our investment in
CCAL as a purchase of tower assets, and are including CCAL's results of
operations and cash flows in our consolidated financial statements for periods
subsequent to the purchase date. On April 3, 2000, the first closing took
place for CCAL. We contributed $90.8 million in cash (Australian $147.5
million) to CCAL. The largest portion of this amount, along with a capital
contribution from CCAL's minority shareholder, was used to pay $103.5 million
(Australian $168.1 million) to Optus. In May and June of 2000, CCAL made
additional payments to Optus amounting to $6.9 million (Australian $11.6
million). We expect to use borrowings under our 2000 credit facility to
finance our remaining portion of the cash purchase price for this transaction.

   We expect that the completion of the recent and agreed to transactions and
the execution of our new tower build, or build-to-suit program, will have a
material impact on our liquidity. We expect that once integrated, these
transactions will have a positive impact on liquidity, but will require some
period of time to offset the initial adverse impact on liquidity. In addition,
we believe that as new towers become operational and we begin to add tenants,
they should result in a long-term increase in liquidity.

   To fund the execution of our business strategy, including the recent and
agreed to transactions described above and the construction of new towers that
we have agreed to build, we expect to use the net proceeds of our recent
offerings and borrowings available under our U.S. and U.K. credit facilities.
We will have additional cash needs to fund our operations in the future. We
may also have additional cash needs in the future if additional tower
acquisitions or build-to-suit opportunities arise. Some of the opportunities
that we are currently pursuing

                                      22
<PAGE>

could require significant additional capital. If we do not otherwise have cash
available, or borrowings under our credit facilities have otherwise been
utilized, when our cash need arises, we would be forced to seek additional
debt or equity financing or to forego the opportunity. In the event we
determine to seek additional debt or equity financing, there can be no
assurance that any such financing will be available, on commercially
acceptable terms or at all, or permitted by the terms of our existing
indebtedness.

   As of June 30, 2000, we had consolidated cash and cash equivalents of
$332.0 million (including $49.5 million at CCUSA, $7.8 million at CCUK, $23.8
million a CCAL and $17.6 million at Crown Atlantic), consolidated long-term
debt of $2,414.2 million, consolidated redeemable preferred stock of $437.9
million and consolidated stockholders' equity of $1,636.0 million.

   As of August 7, 2000, Crown Atlantic had unused borrowing availability
under its credit facility of approximately $41.0 million, and CCUK had unused
borrowing availability under its credit facility of approximately (Pounds)60.0
million ($90.8 million). As of August 7, 2000, our subsidiaries had
approximately $266.0 million of unused borrowing availability under the 2000
credit facility. Our various credit facilities require our subsidiaries to
maintain certain financial covenants and place restrictions on the ability of
our subsidiaries to, among other things, incur debt and liens, pay dividends,
make capital expenditures, undertake transactions with affiliates and make
investments. These facilities also limit the ability of the borrowing
subsidiaries to pay dividends to CCIC.

   If we are unable to refinance our subsidiary debt or renegotiate the terms
of such debt, we may not be able to meet our debt service requirements,
including interest payments on the notes, in the future. Our 9% senior notes,
our 9 1/2% senior notes and our 10 3/4% senior notes will require annual cash
interest payments of approximately $16.2 million, $11.9 million and $53.8
million, respectively. Prior to November 15, 2002, May 15, 2004 and August 1,
2004, the interest expense on our 10 5/8% discount notes, our 10 3/8% discount
notes and our 11 1/4% discount notes, respectively, will be comprised solely
of the amortization of original issue discount. Thereafter, the 10 5/8%
discount notes, the 10 3/8% discount notes and the 11 1/4% discount notes will
require annual cash interest payments of approximately $26.7 million, $51.9
million and $29.3 million, respectively. Prior to December 15, 2003, we do not
expect to pay cash dividends on our exchangeable preferred stock or, if
issued, cash interest on the exchange debentures. Thereafter, assuming all
dividends or interest have been paid-in-kind, our exchangeable preferred stock
or, if issued, the exchange debentures will require annual cash dividend or
interest payments of approximately $47.8 million. Annual cash interest
payments on the CCUK bonds are (Pounds)11.25 million ($17.0 million). In
addition, our various credit facilities will require periodic interest
payments on amounts borrowed thereunder.

   As a holding company, CCIC will require distributions or dividends from its
subsidiaries, or will be forced to use capital raised in debt and equity
offerings, to fund its debt obligations, including interest payments on the
cash-pay notes and eventually the 10 5/8% discount notes, the 10 3/8% discount
notes and the 11 1/4% discount notes. The terms of the indebtedness of our
subsidiaries significantly limit their ability to distribute cash to CCIC. As
a result, we will be required to apply a portion of the net proceeds from the
recent debt offerings to fund interest payments on the cash-pay notes. If we
do not retain sufficient funds from the offerings or any future financing, we
may not be able to make our interest payments on the cash-pay notes.

   Our ability to make scheduled payments of principal of, or to pay interest
on, our debt obligations, and our ability to refinance any such debt
obligations, will depend on our future performance, which, to a certain
extent, is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control. We anticipate that
we may need to refinance all or a portion of our indebtedness on or prior to
its scheduled maturity. There can be no assurance that we will be able to
effect any required refinancings of our indebtedness on commercially
reasonable terms or at all.

 Reporting Requirements Under the Indentures Governing the Company's Debt
Securities (the "Indentures") and the Certificate of Designations Governing
the Company's 12 3/4% Senior Exchangeable Preferred Stock (the "Certificate")

   The following information (as such capitalized terms are defined in the
Indentures and the Certificate) is presented solely as a requirement of the
Indentures and the Certificate; such information is not intended as an

                                      23
<PAGE>

alternative measure of financial position, operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, the Company's measure of the following information
may not be comparable to similarly titled measures of other companies.

   Summarized financial information for (1) the Company and its Restricted
Subsidiaries and (2) the Company's Unrestricted Subsidiaries is as follows:

<TABLE>
<CAPTION>
                                              June 30, 2000
                           ----------------------------------------------------
                           Company and
                            Restricted  Unrestricted Consolidation Consolidated
                           Subsidiaries Subsidiaries Eliminations     Total
                           ------------ ------------ ------------- ------------
                                        (In thousands of dollars)
<S>                        <C>          <C>          <C>           <C>
Cash and cash
 equivalents.............   $  306,666   $   25,383    $      --    $  332,049
Other current assets.....       80,197       61,501           --       141,698
Property and equipment,
 net.....................    2,549,054    1,149,172           --     3,698,226
Investments in
 Unrestricted
 Subsidiaries............      980,447           --     (980,447)           --
Goodwill and other
 intangible assets, net..      144,425      452,388           --       596,813
Other assets, net........       91,583       11,291           --       102,874
                            ----------   ----------    ---------    ----------
                            $4,152,372   $1,699,735    $(980,447)   $4,871,660
                            ==========   ==========    =========    ==========
Current liabilities......   $   93,795   $   91,833    $      --    $  185,628
Long-term debt...........    1,905,617      508,545           --     2,414,162
Other liabilities........       14,098       63,115           --        77,213
Minority interests.......       64,981       55,795           --       120,776
Redeemable preferred
 stock...................      437,891           --           --       437,891
Stockholders' equity.....    1,635,990      980,447     (980,447)    1,635,990
                            ----------   ----------    ---------    ----------
                            $4,152,372   $1,699,735    $(980,447)   $4,871,660
                            ==========   ==========    =========    ==========
</TABLE>

<TABLE>
<CAPTION>
                            Three Months Ended June 30, 2000        Six Months Ended June 30, 2000
                         -------------------------------------- --------------------------------------
                         Company and                            Company and
                          Restricted  Unrestricted Consolidated  Restricted  Unrestricted Consolidated
                         Subsidiaries Subsidiaries    Total     Subsidiaries Subsidiaries    Total
                         ------------ ------------ ------------ ------------ ------------ ------------
                                                   (In thousands of dollars)
<S>                      <C>          <C>          <C>          <C>          <C>          <C>
Net revenues............   $ 72,455     $75,904      $148,359     $121,914     $150,689     $272,603
Costs of operations
 (exclusive of
 depreciation and
 amortization)..........     33,180      35,390        68,570       52,612       72,146      124,758
General and
 administrative.........     14,830       4,665        19,495       26,860        7,488       34,348
Corporate development...      1,837         285         2,122        3,623          570        4,193
Non-cash compensation
 charges................        340          10           350          747           64          811
Depreciation and
 amortization...........     32,112      24,535        56,647       53,562       48,207      101,769
                           --------     -------      --------     --------     --------     --------
Operating income
 (loss).................     (9,844)     11,019         1,175      (15,490)      22,214        6,724
Interest and other
 income (expense).......      6,299         366         6,665       11,347        1,022       12,369
Interest expense and
 amortization of
 deferred financing
 costs..................    (54,243)    (12,485)      (66,728)     (83,343)     (25,146)    (108,489)
Provision for income
 taxes..................         (4)        (21)          (25)         (15)         (21)         (36)
Minority interests......      1,475      (1,792)         (317)       1,375       (3,233)      (1,858)
Extraordinary item......         --          --            --       (1,495)          --       (1,495)
                           --------     -------      --------     --------     --------     --------
Net loss................   $(56,317)    $(2,913)     $(59,230)    $(87,621)    $ (5,164)    $(92,785)
                           ========     =======      ========     ========     ========     ========
</TABLE>

                                      24
<PAGE>

   Tower Cash Flow and Adjusted Consolidated Cash Flow for the Company and its
Restricted Subsidiaries is as follows under (1) the indenture governing the 10
5/8% Senior Discount Notes and the Certificate (the "1997 and 1998
Securities") and (2) the indentures governing the 10 3/8% Discount Notes, the
9% Senior Notes, the 11 1/4% Discount Notes, the 9 1/2% Senior Notes and the
10 3/4% Senior Notes (the "1999 and 2000 Securities"):

<TABLE>
<CAPTION>
                                                    1997 and 1998 1999 and 2000
                                                     Securities    Securities
                                                    ------------- -------------
                                                     (In thousands of dollars)
<S>                                                 <C>           <C>
Tower Cash Flow, for the three months ended June
 30, 2000.........................................    $ 19,338      $ 19,338
                                                      ========      ========
Consolidated Cash Flow, for the twelve months
 ended June 30, 2000..............................    $ 59,584      $ 65,539
Less: Tower Cash Flow, for the twelve months ended
 June 30, 2000....................................     (58,960)      (58,960)
Plus: four times Tower Cash Flow, for the three
 months ended June 30, 2000.......................      77,352        77,352
                                                      --------      --------
Adjusted Consolidated Cash Flow, for the twelve
 months ended June 30, 2000.......................    $ 77,976      $ 83,931
                                                      ========      ========
</TABLE>

 Impact of Recently Issued Accounting Standards

   In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5,
Reporting on the Costs of Start-Up Activities ("SOP 98-5"). SOP 98-5 requires
that costs of start-up activities be charged to expense as incurred and
broadly defines such costs. The Company had deferred certain costs incurred in
connection with potential business initiatives and new geographic markets, and
SOP 98-5 required that such deferred costs be charged to results of operations
upon its adoption. The Company has adopted the requirements of SOP 98-5 as of
January 1, 1999. The cumulative effect of the change in accounting principle
for the adoption of SOP 98-5 resulted in a charge to results of operations for
$2.4 million in the Company's financial statements for the three months ended
March 31, 1999.

   In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"). SFAS 133 requires that derivative instruments be recognized as either
assets or liabilities in the consolidated balance sheet based on their fair
values. Changes in the fair values of such derivative instruments will be
recorded either in results of operations or in other comprehensive income,
depending on the intended use of the derivative instrument. The initial
application of SFAS 133 will be reported as the effect of a change in
accounting principle. SFAS 133, as amended, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. The Company will adopt
the requirements of SFAS 133 as of January 1, 2001. The Company has not yet
determined the effect that the adoption of SFAS 133 will have on its
consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   As a result of our international operating, investing and financing
activities, we are exposed to market risks, which include changes in foreign
currency exchange rates and interest rates which may adversely affect our
results of operations and financial position. In attempting to minimize the
risks and/or costs associated with such activities, we seek to manage exposure
to changes in interest rates and foreign currency exchange rates where
economically prudent to do so.

   Certain of the financial instruments we have used to obtain capital are
subject to market risks from fluctuations in market interest rates. The
majority of our financial instruments, however, are long-term fixed interest
rate notes and debentures. Therefore, fluctuations in market interest rates of
1% in 2000 would not have a material effect on our consolidated financial
results.

   The majority of our foreign currency transactions are denominated in the
British pound sterling or the Australian dollar, which are the functional
currencies of CCUK and CCAL, respectively. As a result of CCUK's and CCAL's
transactions being denominated and settled in such functional currency, the
risks associated with currency fluctuations are generally limited to foreign
currency translation adjustments. We do not currently hedge against foreign
currency translation risks and believe that foreign currency exchange risk is
not significant to our operations.

                                      25
<PAGE>

                          PART II--OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

   On February 2, 2000 and April 20, 2000, the Company issued 441,925 and
441,926 unregistered shares of common stock, respectively, to an affiliate of
BellSouth Corporation in connection with closings relating to the BellSouth
transaction. The agreement of sublease relating to the BellSouth transaction
will close in a series of closings, with approximately 30% of the
consideration being paid with our common stock. As of August 1, 2000, we have
issued a total of 8,612,638 shares of common stock to BellSouth in connection
with closings relating to the BellSouth transaction. We contemplate that a
total of up to 9.1 million shares of our common stock will be issued to
BellSouth in connection with the BellSouth transaction. The shares were issued
in exempt transactions pursuant to Section 4(2) of the Securities Act of 1933,
as amended (the "Act").

   On March 26, 2000, the Company issued 156,501 shares of unregistered common
stock to the prior majority shareholder of Millennium Communications Limited
in connection with the acquisition of Millenium by Crown Castle UK Limited,
which originally closed on October 8, 1998. The shares were issued in an
exempt transaction pursuant to Section 4(2) of the Act.

   On April 1, 2000, in connection with a subsequent closing relating to our
previously announced transaction with GTE, the Company contributed via its
wholly-owned subsidiary, Crown Castle GT Corp. ("CCGT"), 5,067,488 shares of
unregistered common stock of the Company along with $479.7 million in cash (of
which $50.0 million came out of an escrow account previously established by
the Company) to Crown Castle GT Holding Company LLC, a joint venture between
CCGT and GTE. GTE has contributed a total of 2,283 towers to the joint
venture, including 1,607 towers contributed in connection with the April 1,
2000 closing, together with related assets and liabilities. The cash
contributed to the joint venture has been distributed to GTE by the joint
venture. The shares were issued and contributed to the joint venture in an
exempt transaction pursuant to Section 4(2) of the Act.

   On June 5, 2000, the Company issued 11,340,000 unregistered shares of
common stock to a subsidiary of France Telecom upon conversion by such
subsidiary of a like number of shares of the Company's Class A common stock.
The shares were issued in an exempt transaction pursuant to Section 4(2) of
the Act. The conversion of such shares of common stock took place in
connection with France Telecom's underwritten public sale of 24,942,360 shares
of the Company's common stock which closed on June 8, 2000.

   On July 5, 2000, the Company issued 17,443,500 unregistered shares of
common stock to a subsidiary of France Telecom upon the exercise and
conversion by such subsidiary of convertible securities it held in Crown
Castle UK Holdings Limited ("CCUK"). The shares were issued in an exempt
transaction pursuant to Section 4(2) of the Act. All of such shares of common
stock were subsequently sold on July 5, 2000 in connection with the sale of
17,713,536 shares of the Company's common stock by France Telecom to Salomon
Brothers International Limited.

   On July 14, 2000, in connection with the acquisition of Terracom Estates
Limited by CCUK, the Company issued an aggregate 199,473 unregistered shares
of common stock to the holders of the outstanding share capital of Terracom
Estates Limited. The shares were issued in an exempt transaction pursuant to
Rule 506 of Regulation D promulgated under the Act.

                                      26
<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders

   The annual meeting of the stockholders of the Company was held on May 24,
2000, at which meeting the stockholders voted to elect David L. Ivy, William
D. Strittmatter and John P. Kelly as Class II Directors and ratified the
appointment of KPMG LLP as independent auditors for 2000. The voting results
for each is listed below.

   ELECTION OF CLASS II DIRECTORS
   David L. Ivy--118,788,096 votes for and 468,251 votes withheld.
   William D. Strittmatter--118,788,202 votes for and 470,145 votes withheld.
   John P. Kelly--118,787,618 votes for and 468,729 votes withheld.

   Note: Class A Common stockholders are not authorized to vote on Class II
Directors.

   RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2000
   130,520,285 votes for, 17,508 votes against and 58,554 votes abstaining.

Item 6. Exhibits and Reports on Form 8-K

   (a) Exhibits:


<TABLE>
 <C>  <S>
  3.1 Certificate of Designations, Preferences and Relative, Participating,
      Optional and Other Special Rights of Preferred Stock and Qualifications,
      Limitations and Restrictions thereof of 6.25% Cumulative Convertible
      Preferred Stock of Crown Castle International Corp. filed with the
      Secretary of State of Delaware on August 2, 2000.

 10.1 Termination Agreement dated July 5, 2000, by and among Crown Castle
      International Corp., Crown Castle UK Holdings Limited, France Telecom,
      S.A., TeleDiffusion de France International S.A. and Transmission Future
      Networks B.V.

 11.1 Computation of Net Loss Per Common Share

 12.1 Computation of Ratios of Earnings to Fixed Charges and Earnings to
      Combined Fixed Charges and Preferred Stock Dividends

 27.1 Financial Data Schedule
</TABLE>

   (b) Reports on Form 8-K:

   The Company filed a Current Report on Form 8-K dated May 10, 2000 and filed
with the SEC on May 18, 2000 reporting under Item 5 thereof that the Company
and France Telecom, S.A. had agreed on an approach to bring about an orderly
disposition by France Telecom and its subsidiaries of France Telecom's
investment in the Company and its subsidiaries.

   The Company filed a Current Report on Form 8-K dated May 18, 2000 and filed
with the SEC on May 18, 2000 reporting under Item 7 thereof certain unaudited
pro forma condensed consolidated financial statements of the Company.

   The Company filed a Current Report on Form 8-K dated June 5, 2000 and filed
with the SEC on June 7, 2000 reporting (1) under Item 5 thereof the sale of
29,942,360 shares of our common stock by France Telecom in an underwritten
public offering, and (2) under Item 7 thereof certain unaudited pro forma
condensed consolidated financial statements of the Company.

   The Company filed a Current Report on Form 8-K dated June 22, 2000 and
filed with the SEC on June 26, 2000 reporting (1) under Item 5 thereof the
sale by the Company of $500 million of its 10 3/4% Senior Notes due 2011, and
(2) under Item 7 thereof certain unaudited pro forma condensed consolidated
financial statements of the Company.

                                      27
<PAGE>

                                   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.

                                          Crown Castle International Corp.

Date: August 11, 2000                           /s/ W. Benjamin Moreland
                                          By: _________________________________
                                                  W. Benjamin Moreland
                                                 Senior Vice President,
                                               Chief Financial Officer and
                                                        Treasurer
                                              (Principal Financial Officer)

Date: August 11, 2000                           /s/ Wesley D. Cunningham
                                          By: _________________________________
                                                  Wesley D. Cunningham
                                                 Senior Vice President,
                                              Chief Accounting Officer and
                                                  Corporate Controller
                                             (Principal Accounting Officer)

                                       28
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATIONS
<TEXT>

<PAGE>

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                   AND RELATIVE, PARTICIPATING, OPTIONAL AND
                       OTHER SPECIAL RIGHTS OF PREFERRED
                     STOCK AND QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF

                                       OF

                  6.25% CUMULATIVE CONVERTIBLE PREFERRED STOCK

                        CROWN CASTLE INTERNATIONAL CORP.


                           _________________________

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                           _________________________

     Crown Castle International Corp., a Delaware corporation (the "Company")
certifies that pursuant to the authority contained in its Certificate of
Incorporation (the "Certificate of Incorporation") and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Company by unanimous written consent
dated July 12, 2000 adopted the following resolution which resolution remains in
full force and effect on the date hereof:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
in accordance with the provisions of the Certificate of Incorporation, the Board
of Directors does hereby create, authorize and provide for the issuance of the
6.25% Cumulative Convertible Preferred Stock (the "Preferred Stock") having the
voting powers, designation, relative, participating, optional and other special
rights, preferences, and qualifications, limitations and restrictions thereof
that are set forth as follows:

     (a) DESIGNATION. 8,050,000 shares of Preferred Stock are hereby designated
by the Board of Directors of the Company. Each share of Preferred Stock will
have a liquidation preference of $50.00 (the "Liquidation Preference").

     (b) CURRENCY. All shares of Preferred Stock shall be denominated in United
States currency, and all payments and distributions thereon or with respect
thereto shall be made
<PAGE>

in United States currency. All references herein to "$" or "dollars" refer to
United States currency.

     (c) RANKING. The Preferred Stock shall, with respect to dividend rights and
rights upon liquidation, winding up or dissolution, rank junior to (i) each
other class or series of capital stock of the Company, other than (A) the Common
Stock of the Company and any other class or series of capital stock of the
Company which by its terms ranks junior to the Preferred Stock, as to which the
Preferred Stock shall rank prior and (B) any other class or series of capital
stock of the Company which by its terms ranks on a parity with the Preferred
Stock, as to which the Preferred Stock shall rank on a parity or (ii) other
equity interests in the Company, in each case, including, without limitation,
warrants, rights, calls or options exercisable for or convertible into such
capital stock or equity interests, except as provided in the last sentence of
this paragraph (c). All equity securities of the Company to which the Preferred
Stock ranks prior (whether with respect to dividends or upon liquidation,
winding up, dissolution or otherwise), including the Common Stock of the
Company, are collectively referred to herein as the "Junior Stock". All equity
securities of the Company to which the Preferred Stock ranks on a parity
(whether with respect to dividends or upon liquidation, winding up, dissolution
or otherwise) are collectively referred to herein as the "Parity Stock". All
equity securities of the Company to which the Preferred Stock ranks junior
(whether with respect to dividends or upon liquidation, winding up, dissolution
or otherwise) are collectively referred to herein as the "Senior Stock". The
respective definitions of Junior Stock, Parity Stock and Senior Stock shall also
include any warrants, rights, calls or options exercisable for or convertible
into any Junior Stock, Parity Stock or Senior Stock, as the case may be.  The
Preferred Stock shall, with respect to dividend rights and upon liquidation,
winding up or dissolution, rank junior to the Company's 12 3/4% Series B Senior
Exchangeable Preferred Stock due 2010, senior to the Company's Series A
Participating Cumulative Preferred Stock, when issued and on a parity with the
Company's Series A Cumulative Convertible Preferred Stock and, if and when
issued, the Company's Series B Cumulative Convertible Preferred Stock.

     (d) DIVIDENDS. (i) The holders of shares of Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors of the
Company out of funds legally available therefor, dividends on the shares of
Preferred Stock, cumulative from the first date of issuance of any such shares
(the "Initial Issuance Date"), at a rate per annum of 6.25% of the Liquidation
Preference per share, payable in cash or common stock, subject to paragraph (l).
Dividends on the shares of Preferred Stock shall be payable quarterly in equal
amounts (subject to paragraph (d)(v) hereunder with respect to shorter periods,
including the first such period with respect to newly issued shares of Preferred
Stock) in arrears on February 15, May 15, August 15 and November 15 of each
year, or if any such date is not a Business Day, on the next succeeding Business
Day (each such date, a "Dividend Payment Date", and each such quarterly period,
a "Dividend Period"), in preference to and in priority over dividends on any
Junior Stock. Such dividends shall be paid to the holders of record of the
shares of Preferred Stock as they appear on the applicable Record Date. As used
herein, the term "Record Date" means, with respect to the dividends payable on
February 15, May 15, August 15 and November 15 of each year, February 1, May 1,
August 1 and November 1 of each year, respectively, or such other record date,
not more than 60 days and not less than 10 days preceding the

                                       2
<PAGE>

applicable Dividend Payment Date, as shall be fixed by the Board of Directors of
the Company. Dividends on the shares of Preferred Stock shall be fully
cumulative and shall accrue (whether or not declared and whether or not there
are funds of the Company legally available for the payment of dividends) from
the Initial Issuance Date (or the last Dividend Payment Date for which dividends
were paid, as the case may be) based on a 360-day year comprised of twelve 30-
day months. Accrued and unpaid dividends for any past Dividend Period may be
declared and paid at any time, without reference to any Dividend Payment Date,
to holders of record on such date, not more than 45 days prior to the payment
thereof, as may be fixed by the Board of Directors of the Company.

     (ii) No dividend shall be declared or paid or set apart for payment or
other distribution declared or made, whether in cash, obligations or shares of
capital stock of the Company or other property, directly or indirectly, upon any
shares of Junior Stock or Parity Stock, nor shall any shares of Junior Stock or
Parity Stock be redeemed, repurchased or otherwise acquired for consideration by
the Company through a sinking fund or otherwise, unless all accrued and unpaid
dividends through the most recent preceding Dividend Payment Date (whether or
not such dividends have been declared and whether or not there are funds of the
Company legally available for the payment of dividends) on the shares of
Preferred Stock and any Parity Stock have been or contemporaneously are declared
and paid in full; provided, however, that, notwithstanding any provisions in
this subparagraph (ii) to the contrary, the Company shall be entitled to (a)
declare and pay dividends on shares of Junior Stock payable solely in shares of
Junior Stock and on shares of Parity Stock payable solely in shares of Parity
Stock or Junior Stock, or in each case by an increase in the liquidation
preference of the Junior Stock or Parity Stock and (b) redeem, repurchase or
otherwise acquire Junior Stock or Parity Stock in exchange for consideration
consisting of Parity Stock or Junior Stock, in the case of Parity Stock, or of
Junior Stock, in the case of Junior Stock. When dividends are not paid in full,
as aforesaid, upon the shares of Preferred Stock, all dividends declared on the
Preferred Stock and any other Parity Stock shall be declared and paid either (A)
pro rata so that the amount of dividends so declared on the shares of Preferred
Stock and each such other class or series of Parity Stock shall in all cases
bear to each other the same ratio as accrued dividends on the shares of
Preferred Stock and such class or series of Parity Stock bear to each other or
(B) on another basis that is at least as favorable to the holders of the
Preferred Stock entitled to receive such dividends.

     (iii) Any dividend payment made on the Preferred Stock shall first be
credited against the dividends accrued with respect to the earliest Dividend
Period for which dividends have not been paid.

     (iv) All dividends paid with respect to shares of Preferred Stock pursuant
to this paragraph (d) shall be paid pro rata to the holders entitled thereto.

     (v) Dividends (or cash amounts equal to accrued and unpaid dividends)
payable on the Preferred Stock for any period shorter or longer than three
months shall be computed on the basis of the actual number of days elapsed (in a
30-day month) since the applicable Dividend Payment Date or from the Initial
Issuance Date with respect to newly issued shares, as applicable, and based on a
360-day year of twelve 30-day months. No interest shall accrue or be payable in
respect of unpaid dividends.

                                       3
<PAGE>

     (e) LIQUIDATION PREFERENCE. (i) Upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, each holder of shares of
Preferred Stock shall be entitled to payment out of the assets of the Company
available for distribution of an amount equal to the then effective Liquidation
Preference per share of Preferred Stock held by such holder, plus all
accumulated and unpaid dividends therein to the date of such liquidation,
dissolution or winding up, before any distribution is made on any Junior Stock,
including, without limitation, Common Stock of the Company. After payment in
full of the an amount equal to then effective Liquidation Preference and all
accumulated and unpaid dividends to which holders of shares of Preferred Stock
are entitled, such holders shall not be entitled to any further participation in
any distribution of assets of the Company. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to shares of Preferred Stock and all other Parity Stock are not paid in
full, the holders of shares of Preferred Stock and the holders of the Parity
Stock shall share equally and ratably in any distribution of assets of the
Company in proportion to the full liquidation preference and all accumulated and
unpaid dividends to which each such holder is entitled.

     (ii) Neither the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Company nor the
consolidation, merger or amalgamation of the Company with or into any entity or
the consolidation, merger or amalgamation of any entity with or into the Company
shall be deemed to be a voluntary or involuntary liquidation, dissolution or
winding up of the Company or a reduction or decrease in the capital stock of the
Company.

     (f) REDEMPTION AT MATURITY. (i) On August 15, 2012, the Company shall be
obligated to redeem out of lawfully available funds all outstanding shares of
Preferred Stock for cash, upon not less than 30 nor more than 60 days' prior
notice sent by first class mail to each holder's registered address, at an
amount equal to 100.0% of the Liquidation Preference per share, plus accumulated
and unpaid dividends to the date of redemption.

     (ii) When shares of Preferred Stock are to be redeemed pursuant to this
paragraph (f), the notice of such redemption shall state: (A) the date fixed for
redemption; (B) the number of shares of Preferred Stock to be redeemed; (C) the
redemption price; (D) the place or places where such shares of Preferred Stock
are to be surrendered for payment of the redemption price; and (E) that
dividends on the shares to be redeemed will cease to accrue on such date fixed
for redemption unless the Company shall default in the payment of the redemption
price.

     Notice having been given as provided in the preceding paragraph, and if on
or before the redemption date specified in such notice, an amount in cash
sufficient to redeem in full on the redemption date and at the redemption price
all shares of Preferred Stock called for redemption shall have been set apart
and deposited in trust so as to be available for such purpose and only for such
purpose, or shall have been paid to the holders thereof then effective as of the
close of business on such redemption date, and unless there shall be a
subsequent default in the payment of the redemption price, the shares of
Preferred Stock so called for redemption shall cease to accrue dividends, and
such shares shall no longer be deemed to be outstanding and shall have the
status of

                                       4
<PAGE>

authorized but unissued shares of preferred stock of the Company, undesignated
as to series, and all rights of the holders thereof, as such, as shareholders of
the Company (except the right to receive from the Company the redemption price)
shall cease. Upon surrender in accordance with such notice of the certificates
for any shares so redeemed (properly endorsed or assigned for transfer, if the
notice shall so state), such shares shall be redeemed by the Company.

     (g) VOTING RIGHTS. Except as required under Delaware law, the holders of
shares of Preferred Stock shall not be entitled to any voting rights as
shareholders of the Company except as follows:

     (i) The affirmative vote of the holders of at least a majority of the
outstanding shares of Preferred Stock, voting with holders of shares of all
other series of preferred stock affected in the same way as a single class, in
person or by proxy, at a special or annual meeting called for the purpose, or by
written consent in lieu of a meeting, shall be required to amend, repeal or
change any provisions of this Certificate of Designations in any manner which
would adversely affect, alter or change the powers, preferences or special
rights of the Preferred Stock and any such securities affected in the same way;
provided, however, that the creation, authorization or issuance of any other
class or series of capital stock or the increase or decrease in the amount of
authorized capital stock of any such class or series or of the Preferred Stock,
shall not require the consent of the holders of the Preferred Stock and shall
not be deemed to affect adversely, alter or change the powers, preferences and
special rights of the shares of Preferred Stock. With respect to any matter on
which the holders are entitled to vote as a separate class, each share of
Preferred Stock shall be entitled to one vote.

     (ii) If at any time the equivalent of six quarterly dividends payable on
the shares of Preferred Stock are accrued and unpaid (whether or not consecutive
and whether or not declared), the holders of all outstanding shares of Preferred
Stock and any Parity Stock or Senior Stock having similar voting rights then
exercisable, voting separately as a single class without regard to series, shall
be entitled to elect at the next annual meeting of the shareholders of the
Company two directors to serve until all dividends accumulated and unpaid on any
such voting shares have been paid or declared and funds set aside to provide for
payment in full. In exercising any such vote, each outstanding share of
Preferred Stock shall be entitled to one vote.

     (h) OPTIONAL CONVERSION. (i) Each share of Preferred Stock shall be
convertible at any time and from time to time at the option of the holder
thereof into fully paid and nonassessable shares of Common Stock. The number of
shares of Common Stock deliverable upon conversion of a share of Preferred
Stock, adjusted as hereinafter provided, is referred to herein as the
"Conversion Ratio". The Conversion Ratio as of the Initial Issuance Date shall
be 1.3559 and shall equal the ratio the numerator of which shall be the
Liquidation Preference and the denominator of which shall be the Conversion
Price. The Conversion Price shall be $36.875, subject to adjustment from time to
time as provided in paragraph (j).

     (ii) Conversion of shares of Preferred Stock may be effected by any holder
upon the surrender to the Company at the principal office of the Company or at
the office of the transfer agent for the Preferred Stock (the "Transfer Agent"),
as may be designated by

                                       5
<PAGE>

the Board of Directors of the Company, of the certificate or certificates for
such shares of Preferred Stock to be converted accompanied by a written notice
stating that such holder elects to convert all or a specified whole number of
such shares in accordance with the provisions of this paragraph (h) and
specifying the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. In case such notice shall
specify a name or names other than that of such holder, such notice shall be
accompanied by payment of all transfer taxes payable upon the issuance of shares
of Common Stock in such name or names. Other than such taxes, the Company shall
pay any documentary, stamp or similar issue or transfer taxes that may be
payable in respect of any issuance or delivery of shares of Common Stock upon
conversion of shares of Preferred Stock pursuant hereto. As promptly as
practicable after the surrender of such certificate or certificates and the
receipt of such notice relating thereto and, if applicable, payment of all
required transfer taxes (or the demonstration to the satisfaction of the Company
that such taxes have been paid), the Company shall deliver or cause to be
delivered (x) certificates representing the number of validly issued, fully paid
and nonassessable full shares of Common Stock to which the holder (or the
holder's transferee) of shares of Preferred Stock being converted shall be
entitled and (y) if less than the full number of shares of Preferred Stock
evidenced by the surrendered certificate or certificates is being converted, a
new certificate or certificates, of like tenor, for the number of shares
evidenced by such surrendered certificate or certificates less the number of
shares being converted. Such conversion shall be deemed to have been made at the
close of business on the date of giving such notice and of such surrender of the
certificate or certificates representing the shares of Preferred Stock to be
converted so that the rights of the holder thereof as to the shares being
converted shall cease except for the right to receive shares of Common Stock and
accrued and unpaid dividends with respect to the shares of Preferred Stock being
converted, in each case in accordance herewith, and the person entitled to
receive the shares of Common Stock shall be treated for all purposes as having
become the record holder of such shares of Common Stock at such time.

     (iii) If a holder of shares of Preferred Stock exercises conversion rights
under paragraph (h)(i), upon delivery of the shares for conversion, such shares
shall cease to accrue dividends pursuant to paragraph (d) as of the end of the
day immediately preceding the date of such delivery, but such shares shall
continue to be entitled to receive all accrued dividends which such holder is
entitled to receive through the last preceding Dividend Payment Date unless such
conversion follows a call for redemption by the Company in which case pro rata
dividends shall also be payable through the date of such call. Any such accrued
and unpaid dividends shall be payable by the Company as and when such dividends
are paid to any remaining holders or, if none, on the date which would have been
the next succeeding Dividend Payment Date had there been remaining holders or
such later time at which the Company believes it has adequate available capital
under applicable law to make such a payment. Notwithstanding the foregoing,
shares of Preferred Stock surrendered for conversion (other than after notice of
redemption has been given with respect to such shares) after the close of
business on any record date for the payment of dividends declared and prior to
the opening of business on the Dividend Payment Date relating thereto must be
accompanied by a payment in cash or common stock (pursuant to the provisions of
paragraph (l)) of an amount equal to the dividend declared in respect of such
shares.

                                       6
<PAGE>

     (iv) In case any shares of Preferred Stock are to be redeemed pursuant to
paragraph (f), such right of conversion shall cease and terminate, as to the
shares of Preferred Stock to be redeemed, at the close of business on the
Business Day immediately preceding the date fixed for redemption unless the
Company shall default in the payment of the redemption price therefor, as
provided herein.

     (v) In connection with the conversion of any shares of Preferred Stock, no
fractions of shares of Common Stock shall be required to be issued, but in lieu
thereof, the Company may pay a cash adjustment in respect of such fractional
interest in an amount equal to such fractional interest multiplied by the
Conversion Price. If more than one share of Preferred Stock shall be surrendered
for conversion by the same holder at the same time, the number of full shares of
Common Stock issuable on conversion thereof shall be computed on the basis of
the total number of shares of Preferred Stock so surrendered.

     (vi) The Company shall at all times reserve and keep available, free from
preemptive rights, for issuance upon the conversion of shares of Preferred Stock
such number of its authorized but unissued shares of Common Stock as will from
time to time be sufficient to permit the conversion of all outstanding shares of
Preferred Stock. Prior to the delivery of any securities which the Company shall
be obligated to deliver upon conversion of the Preferred Stock, the Company
shall comply with all applicable federal and state laws and regulations which
require action to be taken by the Company. All shares of Common Stock delivered
upon conversion of the Preferred Stock will upon delivery be duly and validly
issued and fully paid and nonassessable, free of all liens and charges and not
subject to any preemptive rights.

     (i) MANDATORY CONVERSION. (i) At any time on or after August 15, 2003, the
Company may cause the Preferred Stock, in whole or from time to time in part, to
be automatically converted into that number of shares of Common Stock per share
of Preferred Stock equal to the Liquidation Preference per share of Preferred
Stock divided by the then prevailing Conversion Price if the Current Market
Value of the Common Stock equals or exceeds 120% of the then prevailing
Conversion Price for at least 20 trading days in any consecutive 30-day trading
period, including the last trading day of such 30-day period, ending on the
trading day prior to the issuance of the press release announcing the mandatory
conversion referred to in paragraph (i)(ii).

     (ii) To exercise a mandatory conversion, the Company shall issue a press
release announcing such mandatory conversion prior to the opening of business on
the first trading day following any date on which the conditions described in
paragraph (i)(i) are met. The Company shall give notice of the mandatory
conversion by mail or by publication (with subsequent prompt notice by mail) to
the holders of the Preferred Stock not more than four Business Days after the
date of the press release announcing the Company's intention to convert the
Preferred Stock. The conversion date will be a date selected by the Company,
which date shall not be less than 30 nor more than 60 days after the date on
which the Company issues such press release.

     (iii) In addition to any information required by applicable law or
regulation, notice of mandatory conversion shall state, as appropriate, (a) the
Preferred Stock conversion date, (b) the number of shares of Common Stock to be
issued upon

                                       7
<PAGE>

conversion of each share of Preferred Stock, (c) the number of shares of
Preferred Stock to be converted (and, if fewer than all of the shares of
Preferred Stock are to be converted the number of shares of Preferred Stock to
be converted from such holder), (d) the place(s) where the certificates
representing shares of Preferred Stock are to be surrendered for delivery of
certificates representing shares of Common Stock and (e) that dividends on the
shares to be converted will cease to accumulate on such mandatory conversion
date.

     (iv) The dividend payment with respect to a share of Preferred Stock called
for mandatory conversion on a date during the period from the close of business
on any Record Date for the payment of dividends to the close of business on the
corresponding Dividend Payment Date shall be payable on such Dividend Payment
Date to the record holder of such share on such Record Date if such share has
been converted after such Record Date and prior to such Dividend Payment Date.
Except as provided in the immediately preceding sentence with respect to a
mandatory conversion, no payment or adjustment will be made upon conversion of
shares of Preferred Stock for accumulated and unpaid dividends or for dividends
with respect to the Common Stock issued upon such conversion.

     (v) On and after the mandatory conversion date, dividends will cease to
accrue on shares of Preferred Stock and all rights of holders of such shares
will terminate except for the right to receive the shares of Common Stock
issuable upon conversion thereof.

     (vi) The Company may not authorize or make any mandatory conversion unless,
prior to giving the conversion notice, all accumulated and unpaid dividends on
the Preferred Stock for the complete Dividend Periods ended prior to the date of
such conversion notice shall have been paid in cash or Common Stock. In the
event of partial mandatory conversions of the Preferred Stock, the shares to be
converted will be determined pro rata or by lot, as determined by the Company,
provided that the Company may convert all shares held by holders of fewer than
100 shares of Preferred Stock (or by holders that would hold fewer than 100
shares of Preferred Stock following such conversion) prior to the Company's
conversion of other shares of Preferred Stock.

     (j) CONVERSION PRICE ADJUSTMENTS. (i) The Conversion Price shall be subject
to adjustment from time to time as follows:

     (A) Stock Splits and Combinations. In case the Company shall at any time or
from time to time after the Initial Issuance Date (a) pay a dividend in shares
of Common Stock to holders of Common Stock, (b) make a distribution in shares of
Common Stock to holders of Common Stock, (c) subdivide or split the outstanding
shares of Common Stock, (d) combine or reclassify the outstanding shares of
Common Stock into a smaller number of shares or (e) issue by reclassification of
the shares of Common Stock any shares of capital stock of the Company, then, and
in each such case, the Conversion Price in effect immediately prior to such
event or the record date therefor, whichever is earlier, shall be adjusted so
that the holder of any shares of Preferred Stock thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock or
other securities of the Company which such holder would have owned or have been
entitled to receive after the occurrence of any of the events described above,
had such shares of Preferred Stock been surrendered for conversion immediately
prior to the

                                       8
<PAGE>

occurrence of such event or the record date therefor, whichever is earlier. An
adjustment made pursuant to this subparagraph (A) shall become effective at the
close of business on the day upon which such corporate action becomes effective.
Such adjustment shall be made successively whenever any event listed above shall
occur.

     (B) Issuance of Rights or Warrants. In case the Company shall issue to all
holders of Common Stock rights or warrants expiring within 45 days entitling
such holders to subscribe for or purchase Common Stock at a price per share less
than the Current Market Price (as defined below), the Conversion Price in effect
immediately prior to the close of business on the record date fixed for
determination of shareholders entitled to receive such rights or warrants shall
be reduced by multiplying such Conversion Price by a fraction, the numerator of
which is the sum of the number of shares of Common Stock outstanding at the
close of business on such record date and the number of shares of Common Stock
that the aggregate offering price of the total number of shares of Common Stock
so offered for subscription or purchase would purchase at such Current Market
Price and the denominator of which is the sum of the number of shares of Common
Stock outstanding at the close of business on such record date and the number of
additional shares of Common Stock so offered for subscription or purchase. For
purposes of this subparagraph (B), the issuance of rights or warrants to
subscribe for or purchase securities convertible into Common Stock shall be
deemed to be the issuance of rights or warrants to purchase the Common Stock
into which such securities are convertible at an aggregate offering price equal
to the sum of the aggregate offering price of such securities and the minimum
aggregate amount (if any) payable upon conversion of such securities into shares
of Common Stock. Such adjustment shall be made successively whenever any such
event shall occur.

     (C) Distribution of Indebtedness, Securities or Assets.  In case the
Company shall distribute to all holders of Common Stock (whether by dividend or
in a merger, amalgamation or consolidation or otherwise) evidences of
indebtedness, shares of capital stock of any class or series, other securities,
cash or assets (other than Common Stock, rights or warrants referred to in
subparagraph (B) above or a dividend payable exclusively in cash and other than
as a result of a Fundamental Change (as defined below)), the Conversion Price in
effect immediately prior to the close of business on the record date fixed for
determination of shareholders entitled to receive such distribution shall be
reduced by multiplying such Conversion Price by a fraction, the numerator of
which is the Current Market Price on such record date less the fair market value
(as determined by the Board of Directors of the Company, whose determination in
good faith shall be conclusive) of the portion of such evidences of
indebtedness, shares of capital stock, other securities, cash and assets so
distributed applicable to one share of Common Stock and the denominator of which
is the Current Market Price. Such adjustment shall be made successively whenever
any such event shall occur.

     In respect of a dividend or other distribution of shares of capital stock
of any class or series, or similar equity interests, of or relating to a
subsidiary or other business unit of the Company (a "Spin-Off"), the adjustment
to the Conversion Price pursuant to this paragraph (C) shall occur at the
earlier of (i) 20 trading days after the effective date of the Spin-Off and (ii)
the initial public offering of securities pertaining to the subsidiary or

                                       9
<PAGE>

other business unit to which the Spin-Off relates, if that initial public
offering is effected simultaneously with such Spin-Off.

     (D) Fundamental Changes. In case any transaction or event (including,
without limitation, any merger, consolidation, tender or exchange offer,
reclassification, compulsory share exchange or liquidation) shall occur in which
all or substantially all outstanding shares of Common Stock are converted into
or exchanged for stock, other securities, cash or assets (each, a "Fundamental
Change"), the holder of each share of Preferred Stock outstanding immediately
prior to the occurrence of such Fundamental Change (if any remain outstanding
after such Fundamental Change) shall have the right upon any subsequent
conversion to receive (but only out of legally available funds, to the extent
required by applicable law) the kind and amount of stock, other securities, cash
and assets that such holder would have received if such share had been converted
immediately prior to such Fundamental Change.

     (ii) Anything in this paragraph (j) to the contrary notwithstanding, the
Company shall not be required to give effect to any adjustment in the Conversion
Price unless and until the net effect of one or more adjustments (each of which
shall be carried forward until counted toward adjustment), determined as above
provided, shall have resulted in a change of the Conversion Price by at least
1%, and when the cumulative net effect of more than one adjustment so determined
shall be to change the Conversion Price by at least 1%, such change in the
Conversion Price shall thereupon be given effect. In the event that, at any time
as a result of the provisions of this paragraph (j), the holder of shares of
Preferred Stock upon subsequent conversion shall become entitled to receive any
shares of capital stock of the Company other than Common Stock, the number of
such other shares so receivable upon conversion of shares of Preferred Stock
shall thereafter be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions contained herein.

     (iii) There shall be no adjustment of the Conversion Price in case of the
issuance of any stock of the Company in a merger, reorganization, acquisition,
reclassification, recapitalization or other similar transaction except as set
forth in this paragraph (j).

     (iv) In any case in which this paragraph (j) requires that an adjustment as
a result of any event become effective from and after a record date, the Company
may elect to defer until after the occurrence of such event (A) issuing to the
holder of any shares of Preferred Stock converted after such record date and
before the occurrence of such event the additional shares of Common Stock
issuable upon such conversion over and above the shares issuable on the basis of
the conversion price in effect immediately prior to adjustment and (B) paying to
such holder any amount in cash in lieu of a fractional share of Common Stock.

     (v) If the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to receive a dividend or other distribution,
and shall thereafter and before the distribution to shareholders thereof legally
abandon its plan to pay or deliver such dividend or distribution, then
thereafter no adjustment in the number of shares of Common Stock issuable upon
exercise of the right of conversion granted by this paragraph (j) or in the
Conversion Price then in effect shall be required by reason of the taking of
such record.

                                       10
<PAGE>

     (vi) The Board of Directors of the Company shall have the power to resolve
any ambiguity or correct any error in this paragraph (j), and its action in so
doing shall be final and conclusive.

     (k) CHANGE IN CONTROL PUT RIGHT. (i) If a Change in Control occurs with
respect to the Company, each holder of shares of Preferred Stock (if any shares
of Preferred Stock remain outstanding thereafter) shall have the right to
require the Company to purchase all or any part of such holder's shares of
Preferred Stock at a purchase price in cash equal to 100% of the Liquidation
Preference of such shares, plus all accumulated and unpaid dividends on such
shares to the date of purchase. The Company shall have the option to pay for
such shares of Preferred Stock in shares of Common Stock valued at 95% of the
Average Market Value.  Within 30 days following such Change in Control, the
Company shall mail a notice to each holder of shares of Preferred Stock (if any
remain outstanding thereafter) describing the transaction or transactions that
constitute such Change in Control and offering to purchase such holder's shares
of Preferred Stock on the date specified in such notice, which date shall be no
earlier than 30 days and no later than 60 days from the date such notice is
mailed.

     (ii) The Company shall comply with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other
securities laws and regulations to the extent such laws and regulations are
applicable in connection with the purchase of Preferred Stock as a result of a
Change in Control with respect to the Company. To the extent that the provisions
of any securities laws or regulations conflict with any of the provisions of
this paragraph (k), the Company shall comply with the applicable securities laws
and regulations and shall be deemed not to have breached its obligations under
this paragraph (k).

     (iii) On the date scheduled for payment of the shares of Preferred Stock
tendered to the Company for repurchase as provided in this paragraph (k), the
Company shall, to the extent lawful, (a) accept for payment all shares of
Preferred Stock properly tendered, (b) deposit with the Transfer Agent an amount
equal to the purchase price of the shares of Preferred Stock so tendered and (c)
deliver or cause to be delivered to the Transfer Agent shares of Preferred Stock
so accepted together with an officers' certificate stating the aggregate
Liquidation Preference of the shares of Preferred Stock being purchased by the
Company.  The Transfer Agent shall promptly mail or deliver to each holder of
shares of Preferred Stock so tendered the applicable payment for such shares of
Preferred Stock, and the Transfer Agent shall promptly countersign and mail or
deliver, or cause to be transferred by book-entry, to each holder new shares of
Preferred Stock equal in Liquidation Preference to any unpurchased portion of
the shares of Preferred Stock surrendered, if any. The Company shall publicly
announce the results of its offer on or as soon as practicable after the payment
date for the purchase of shares of Preferred Stock in connection with a Change
in Control of the Company.

     (iv) The Company shall not be required to make an offer to purchase any
shares of Preferred Stock upon the occurrence of a Change in Control of the
Company if a third party makes that offer in the manner, at the times and
otherwise in compliance with the requirements described in this paragraph (k)
and purchases all shares of Preferred Stock validly tendered and not withdrawn.

                                       11
<PAGE>

     (v) The right of the holders of shares of Preferred Stock described in this
paragraph (k) shall be subject to the obligation of the Company to:

          (a) repay its debt obligations in full under its corporate credit
     facility; and

          (b) offer to purchase and purchase all of its debt securities and
     outstanding shares of Senior Stock that have been tendered for purchase in
     connection with a Change in Control of the Company.

     In addition, the right of the holders of shares of Preferred Stock
described in this paragraph (k) shall be subject to the repurchase or repayment
of the Company's future indebtedness and Senior Stock, which the Company shall
be required to repurchase or repay in connection with a Change in Control of the
Company.

     When the Company shall have satisfied the obligations set forth above in
this subparagraph (v) and, subject to the legal availability of funds for this
purpose, the Company shall purchase all shares of Preferred Stock tendered for
purchase by the Company upon a Change in Control of the Company pursuant to this
paragraph (k).

     (l) METHOD OF PAYMENTS. (i) Subject to the restrictions set forth herein,
the Company may generally make any payments due on the Preferred Stock:

          (a) in cash;

          (b) by delivery of Common Stock; or

          (c) through any combination of cash and Common Stock.

     (ii) If the Company elects to make any such payment, or any portion
thereof, in shares of Common Stock, such shares shall be valued for such
purpose, in the case of any dividend payment, or portion thereof, at 95% of the
Average Market Value.

     (iii) The Company shall give the holders of the Preferred Stock notice as
to whether each payment shall be made (a) in cash, (b) in shares of Common
Stock, or (c) if such payment shall be made in a combination of cash and shares
of Common Stock, the portion of such payment that shall be made in cash and the
portion that shall be made in shares of Common Stock, in each case ten (10)
trading days prior to (a) in the case of a payment of any dividend, the Record
Date for such dividend, or (b) in the case of any other payment, the date of
such payment.

     (iv) The Company shall make each dividend payment on the Preferred Stock in
cash, except to the extent the Company shall have elected to make all or any
portion of such payment in shares of Common Stock.

     (v) No fractional shares of Common Stock will be delivered to the holders
of the Preferred Stock, but the Company shall instead pay a cash adjustment to
each holder that would otherwise be entitled to a fraction of a share of Common
Stock.  The amount of such cash adjustment shall be determined based on the
proceeds received by the Transfer Agent from the sale of that number of shares
of Common Stock which the Company shall deliver to the Transfer Agent for such
purpose, equal to the aggregate of all such fractions (rounded up to the nearest
whole share). The Transfer Agent is authorized and directed to sell such shares
of Common Stock at the best available prices and distribute the proceeds to the
holders of such shares of Preferred Stock in proportion to their respective
interests

                                       12
<PAGE>

therein. The Company shall pay the expenses of the Transfer Agent with respect
to such sale, including brokerage commissions. Any portion of any such payment
that is declared and not paid through the delivery of shares of Common Stock
shall be paid in cash.

     (vi) Shares of Preferred Stock issued and reacquired shall, upon compliance
with the applicable requirements of law, have the status of authorized but
unissued shares of Preferred Stock undesignated as to series and may with any
and all other authorized but unissued shares of Preferred Stock be designated or
redesignated and issued, as part of any series of Preferred Stock.

     (m) CERTAIN DEFINITIONS. As used herein, the following terms shall have the
following meanings, unless the context otherwise requires:

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.

     "Average Market Value" of the Common Stock means the arithmetic average of
the Current Market Value of the Common Stock for the five trading days ending on
the second Business Day prior to (a) in the case of the payment of any dividend,
the Record Date for such dividend and (b) in the case of any other payment, the
date of such payment.

     "Business Day" means any day other than a Saturday, Sunday or a United
States federal holiday.

     "Capital Stock" means: (1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock; (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and (4) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

     "Change in Control" means, with respect to the Company, the occurrence of
any of the following: (i) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, to any "person" (as such term is
used in Section 13(d)(3) of the Exchange Act) other than a Principal or a
Related Party of a Principal; (ii) the adoption of a plan relating to the
liquidation or dissolution of the Company; (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined above), other than the
Principals and their Related Parties, becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the

                                       13
<PAGE>

Exchange Act, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to acquire, whether
such right is currently exercisable or is exercisable only upon the occurrence
of a subsequent condition), directly or indirectly, of more than 50% of the
Voting Stock of the Company (measured by voting power rather than number of
shares); provided that transfers of Equity Interests in the Company between or
among the beneficial owners of the Company's Equity Interests and/or Equity
Interests in Crown Castle UK Holdings Limited, in each case as of June 26, 2000,
shall not be deemed to cause a Change of Control under this clause so long as no
single Person together with its Affiliates acquires a beneficial interest in
more of the Voting Stock of the Company than is at the time collectively
beneficially owned by the Principals and their Related Parties; (iv) the first
day on which a majority of the members of the board of directors of the Company
are not Continuing Directors; or (v) the Company consolidates with, or merges
with or into, any Person, or any Person consolidates with, or merges with or
into, the Company, in any such event pursuant to a transaction in which any of
the outstanding Voting Stock of the Company is converted into or exchanged for
cash, securities or other property, other than any such transaction where: (a)
the Voting Stock of the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Stock of such surviving or
transferee Person (immediately after giving effect to such issuance); or (b) the
Principals and their Related Parties own a majority of such outstanding shares
after such transaction.

     "Continuing Directors" means, as of any date of determination, any member
of the board of directors of the Company who: (1) was a member of such board of
directors on August 3, 1999; (2) was nominated for election or elected to such
board of directors with the approval of a majority of the Continuing Directors
who were members of such board of directors at the time of such nomination or
election; or (3) is a designee of a Principal or was nominated by a Principal.

     "Current Market Price" means, with respect to any event set forth in
paragraph (j) herein, as applicable, the average of the daily closing prices for
the five consecutive trading days selected by the Board of Directors of the
Company commencing not more than 20 trading days before, and ending not later
than the date of such event and the date immediately preceding the record date
fixed in connection with such event; provided that the Current Market Price of
the Company's Common Stock in connection with a Spin-Off shall mean the average
of the daily closing prices of the Company's Common Stock for the same five
consecutive trading days in determining the Fair Market Value of the securities
being distributed in such Spin-Off; provided further that if an initial public
offering of the securities being distributed in any Spin-Off is to be effected
simultaneously with such Spin-Off, the Current Market Price of the Company's
Common Stock shall mean the closing price of the Company's Common Stock on the
trading day on which the initial public offering price of such securities is
determined.

     "Current Market Value" of the Common Stock means the average volume-
weighted daily trading price of the Common Stock as reported on the Nasdaq
National Market or such other SEC recognized national securities exchange or
trading system

                                       14
<PAGE>

which the Company may from time to time designate upon which the greatest number
of shares of the Common Stock is then listed or traded, for the trading day in
question.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable, in each case, at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Company is obligated to redeem the Preferred Stock as set
forth in paragraph (f); provided, however, that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of a
Change in Control or a sale of assets shall not constitute Disqualified Stock if
the terms of such Capital Stock provide that CCIC may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with the provisions of paragraph (d).

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Fair Market Value" of the securities to be distributed to the holders of
the Company's Common Stock in connection with a Spin-Off shall mean the average
of the daily closing prices of such securities for the five consecutive trading
days selected by the Company's Board of Directors beginning on the first day of
trading of such securities after the effectiveness of such Spin-Off; provided,
however, that if an initial public offering of the securities being distributed
in any Spin-Off is to be effected simultaneously with such Spin-Off, the Fair
Market Value of such securities shall mean the initial public offering price.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

     "Principals" means Berkshire Fund III, Limited Partnership; Berkshire Fund
IV, Limited Partnership; Berkshire Investors LLC; Berkshire Partners LLC;
Centenial Fund IV, L.P.; Centenial Fund V, L.P.; Centenial Entrepreneurs Fund V,
L.P.; Nassau Capital Partners II, L.P.; and NAS Partners I, L.L.C., and any
Related Party of the foregoing.

     "Related Party" with respect to any Principal means: (1) any controlling
stockholder, 80% (or more) owned Subsidiary of such Principal; or (2) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
members, partners, owners or Persons beneficially holding an 80% or more
controlling interest of which consist of such Principal and/or such other
Persons referred to in the immediately preceding clause (1).

     "Spin-Off" is defined in paragraph (j)(i)(C).

                                       15
<PAGE>

     "Subsidiary" means, with respect to any Person: (1) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof); and (2) any partnership: (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person; or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of
directors of such Person.

     (n) HEADINGS. The headings of the paragraphs of this Certificate of
Designations are for convenience of reference only and shall not define, limit
or affect any of the provisions hereof.

     (o) NOTICE. Except as may otherwise be provided for herein, all notices
referred to herein shall be in writing, and all notices hereunder shall be
deemed to have been given upon  the earlier of receipt of such notice or three
Business Days after the mailing of such notice if sent by registered mail
(unless first-class mail shall be specifically permitted for such notice under
the terms of this certificate) with postage prepaid, addressed:  if to the
Company, to its offices at 510 Bering Drive, Suite 500, Houston, Texas 77057,
Attention: General Counsel, or to an agent of the Corporation designated as
permitted by this certificate, or, if to any holder of the Preferred Stock, to
such holder at the address of such holder of the Preferred Stock as listed in
the stock record books of the Company (which may include the records of any
Transfer Agent for the Preferred Stock); or to such other address as the Company
or holder, as the case may be, shall have designated by notice similarly given.

                                       16
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this certificate to be duly
executed by ________________, its _______________ and attested by
______________, its Secretary, this  ___  day of  _____________, 2000.


                             Crown Castle International Corp.


                             By:__________________________________
                             Name:
                             Title:


ATTEST:


By:_____________________________
Name:
Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>TERMINATION AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.1

                             TERMINATION AGREEMENT
                             ---------------------

          TERMINATION AGREEMENT (this "Agreement"), dated as of July 5, 2000, by
and between CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation (the
"Company"), CROWN CASTLE UK HOLDINGS LIMITED, a company incorporated under the
laws of England and Wales ("CCUK"), which was formerly known as Castle
Transmission Services (Holdings) Ltd., FRANCE TELECOM S.A., a company
incorporated under the laws of France ("FT"), TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A. ("TDF"), a wholly owned indirect subsidiary of FT and a
company incorporated in France, and TRANSMISSION FUTURE NETWORKS B.V., a wholly
owned indirect subsidiary of FT and a company organized under the laws of the
Netherlands ("TFN").

                                   ARTICLE I

                                  Definitions
                                  -----------

          SECTION 1.01.  Certain Defined Terms; Interpretation.  (a)  As used in
this Agreement, capitalized terms shall have the meanings assigned to such terms
as set forth below:

          "By-laws" means the Amended and Restated By-laws of the Company, as
amended.

          "CCUK Services Agreement" means the Amended and Restated Services
Agreement dated August 19, 1998, between CCUK and TDF, as amended.

          "CCUK Shareholders Agreement" means the Shareholders Agreement dated
August 21, 1998, among the Company, CCUK and TDF, as amended.

          "Charter" means the Amended and Restated Certificate of Incorporation
of the Company.

          "Disposition Agreement" means the Disposition Agreement dated May 17,
2000, and as amended on June 5, 2000, among the Company, CCUK, FT, TDF, and TFN.

          "Exchange Agreement" means the Share Exchange Agreement dated as of
April 24, 1998, among the Company, CCUK, TDF, DFI (BV), and other stockholders
of the Company named in Schedule I thereto.

          "FT Group" means FT and its Affiliates (other than the Company and its
subsidiaries).
<PAGE>

          "Governance Agreement" means the Governance Agreement dated as of
August 21, 1998, among the Company, CCUK and TDF, as supplemented as of May 17,
1999.

          "Stockholders Agreement" means the Stockholders Agreement, dated as of
August 21, 1998, among the Company, TDF and the other stockholders of the
Company named in Schedule I thereto, as amended.


                                  ARTICLE II

                      Termination of Existing Agreements
                      ----------------------------------

          SECTION 2.01.  Termination of Existing Agreements. The Company, CCUK,
FT, TDF and TFN hereby acknowledge and agree that, effective as of June 8, 2000,
all rights and obligations of each of the Company, CCUK, and the members of the
FT Group under the CCUK Services Agreement, the CCUK Shareholders Agreement, the
Governance Agreement, the Stockholders Agreement and the Exchange Agreement have
irrevocably terminated under the provisions of Section 6.01 of the Disposition
Agreement, in each case other than obligations of the Company or CCUK owed to
persons other than members of the FT Group.

          SECTION 2.02  Waiver of Rights.   Each of FT, TDF, and TFN, on behalf
of itself and each other member of the FT Group, hereby irrevocably waives,
effective as of June 8, 2000, any rights it might have otherwise retained under
the Charter or By-laws or similar governing documents of CCUK, other than rights
provided under Delaware law to holders of common stock of the Company generally,
and hereby consents to any amendment to the Charter or By-laws to eliminate
references to any such rights.

                                  ARTICLE III

                                 Miscellaneous
                                 -------------

          SECTION 3.01.  Reasonable Efforts; Further Actions.  The parties
hereto each will use all reasonable efforts to take or cause to be taken all
action and to do or cause to be done all things necessary, proper or advisable
under applicable laws and regulations to give effect to the acknowledgments and
agreements set forth in this Agreement.

          SECTION 3.02.  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute but one instrument.  It shall not be necessary for each
<PAGE>

party to sign each counterpart so long as every party has signed at least one
counterpart.

          SECTION 3.03.  Notices.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and may be given by any of the following methods: (a)
personal delivery; (b) facsimile transmission; (c) registered or certified mail,
postage prepaid, return receipt requested; or (d) overnight delivery service.
Notices shall be sent to the appropriate party at its address or facsimile
number given below (or at such other address or facsimile number for such party
as shall be specified by notice given hereunder):

     If to the Company:  Crown Castle International Corp.
                         510 Bering Drive, Suite 500
                         Houston, TX 77057
                         Fax: (713) 570-3150
                         Attn:  General Counsel

     with a copy to:     Cravath, Swaine & Moore
                         Worldwide Plaza
                         825 Eighth Avenue
                         New York, NY 10019
                         Fax: (212) 474-3700
                         Attn:  Stephen L. Burns, Esq.

     If to the           France Telecom
     FT Group:           6, place d'Alleray
                         77505 Paris Cedex 15
                         France
                         Fax:  33 1 44 44 98 03
                         Attn: Eric Bouvier

     with a copy to:     Allen & Overy
                         10 East 50th Street
                         New York, NY 10022
                         Fax: (212) 610-6399
                         Attn:  Cathleen E. McLaughlin, Esq.

All such notices, requests, demands, waivers and communications shall be deemed
received upon (i) actual receipt thereof by the addressee, (ii) actual delivery
thereof to the appropriate address or (iii) in the case of a facsimile
transmission, upon transmission thereof by the sender and issuance by the
transmitting machine of a confirmation slip that the number of pages
constituting the notice have been transmitted without error.  In the case of
notices sent by facsimile transmission, the sender shall contemporaneously mail
a copy of the notice to the addressee at the address provided for above.
However, such mailing shall in no way alter the time at which the facsimile
notice is deemed to be received or the validity of such facsimile notice.
<PAGE>

          SECTION 3.04.  Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties or any of them with respect to the subject matter hereof.

          SECTION 3.05.  Applicable Law and Jurisdiction; Service of Process.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York, regardless of the laws that might otherwise apply
under applicable principles of conflicts of laws thereof.

          (b) Any controversy, dispute or claim arising out of, in connection
with, or in relation to the interpretation, performance or breach of this
Agreement or otherwise arising out of the execution hereof, including any claim
based on contract, tort or statute, shall be determined, at the request of any
party, by arbitration conducted in New York, New York, before and in accordance
with the then-existing Rules for commercial Arbitration of the American
Arbitration Association (the "Rules"), and any judgment or award rendered by the
arbitrator shall be final, binding and unappealable. Any state or federal court
having jurisdiction may enter a judgment, or issue an injunction or other
equitable relief, on such award. Each of the parties hereby irrevocably and
unconditionally submits, for itself and its property, to the jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, for purposes of entering such judgment or
issuing such injunction or other equitable relief. The pre-trial discovery
procedures of the Federal Rules of Civil Procedure shall apply to any
arbitration hereunder. Any controversy concerning whether a dispute is an
arbitrable dispute or as to the interpretation or enforceability of this
paragraph shall be determined by the arbitrator. The arbitrator shall be a
neutral arbitrator who has expertise in the subject matter(s) of the dispute.
The parties intend that the provisions to arbitrate set forth herein be valid,
enforceable and irrevocable. The designation of the situs or a governing law for
this Agreement or the arbitration shall not be deemed an election to preclude
application of the Federal Arbitration Act, if it would be applicable. In the
arbitrator's award the arbitrator shall allocate, in such arbitrator's
discretion, among the parties to the arbitration all costs of the arbitration,
including the fees and expenses of the arbitrator and reasonable attorneys'
fees, costs and expert witness expenses of the parties.

          The parties agree to comply with any award made in any such
arbitration proceedings that has become final in accordance with the Rules and
agree to the entry of a judgment in any jurisdiction upon any award rendered in
such
<PAGE>

proceedings becoming final under the Rules. The arbitrator shall be entitled, if
appropriate, to award any remedy in such proceedings permitted in a civil
proceeding under the laws of the State of New York including, if appropriate,
monetary damages, specific performance and all other forms of legal and
equitable relief.

          SECTION 3.06.  Article and Section Headings. The article, section and
other headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement. When a
reference is made in this Agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated.
<PAGE>

     IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the
     day and year first above written.


                                         CROWN CASTLE INTERNATIONAL CORP.,


                                         by
                                           ----------------------------------
                                         Name:
                                         Title:


                                         CROWN CASTLE UK HOLDINGS LIMITED,


                                         by
                                           ----------------------------------
                                         Name:
                                         Title:


                                         FRANCE TELECOM S.A.,



                                         by
                                           ----------------------------------
                                         Name:
                                         Title:


                                         TELEDIFFUSION DE FRANCE
                                         INTERNATIONAL S.A.,



                                         by
                                           ----------------------------------
                                         Name:
                                         Title:


                                         TRANSMISSION FUTURE NETWORKS B.V.



                                         by
                                           ----------------------------------
                                         Name:
                                         Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>COMPUTATION OF NET LOSS PER COMMON SHARE
<TEXT>

<PAGE>

                                                                    EXHIBIT 11.1

                       CROWN CASTLE INTERNATIONAL CORP.

                            COMPUTATION OF NET LOSS
                               PER COMMON SHARE
              (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                          THREE MONTHS              SIX MONTHS
                                                         ENDED JUNE 30,           ENDED JUNE 30,
                                                      --------------------     ---------------------
                                                        1999        2000         1999        2000
                                                      --------    --------     --------    ---------
<S>                                                   <C>         <C>          <C>         <C>
Loss before extraordinary item and cumulative
 effect of change in accounting principle.....        $(20,850)   $(59,230)    $(34,323)   $ (91,290)
Dividends on preferred stock..................          (6,614)    (11,725)     (13,022)     (23,218)
                                                      --------    --------     --------    ---------
Loss before extraordinary item and cumulative
 effect of change in accounting principle
 applicable to common stock for basic and
 diluted computations.........................         (27,464)    (70,955)    $(47,345)    (114,508)

Extraordinary item............................              --          --           --       (1,495)

Cumulative effect of change in accounting
 principle....................................              --          --       (2,414)          --
                                                      --------    --------     --------    ---------
Net loss applicable to common stock for basic
 and diluted computations.....................        $(27,464)   $(70,955)    $(49,759)   $(116,003)
                                                      ========    ========     ========    =========
Weighted-average number of common shares
 outstanding during the period for basic and
 diluted computations (in thousands)..........         124,849     165,625      109,791      162,095
                                                      ========    ========     ========    =========
Per common share--basic and diluted:
  Loss before extraordinary item and cumulative
   effect of change in accounting principle...        $  (0.22)   $  (0.43)    $  (0.43)   $   (0.71)

Extraordinary item............................              --          --           --        (0.01)

Cumulative effect of change in accounting
 principle....................................              --          --        (0.02)          --
                                                      --------    --------     --------    ---------
   Net loss...................................        $  (0.22)   $  (0.43)    $  (0.45)   $   (0.72)
                                                      ========    ========     ========    =========
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>

<PAGE>

                                                                    EXHIBIT 12.1

                       CROWN CASTLE INTERNATIONAL CORP.
            COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND
       EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                            (DOLLARS IN THOUSANDS)

                                                           SIX MONTHS
                                                         ENDED JUNE 30,
                                                      --------------------
                                                      1999            2000
                                                      ----            ----
Computation of Earnings:
  Income (loss) before income taxes, minority
   interests, extraordinary item and cumulative
   effect of change in accounting principle         $(33,554)       $(89,396)
  Add:
    Fixed charges (as computed below)                 44,280         118,089
                                                    --------        --------
                                                    $ 10,726        $ 28,693
                                                    ========        ========

Computation of Fixed Charges and Combined Fixed
 Charges and Preferred Stock Dividends:
  Interest expense                                  $ 23,863        $ 69,368
  Amortization of deferred financing
   costs and discounts on long-term debt              13,979          39,121
  Interest component of operating lease
   expense                                             6,438           9,600
                                                    --------        --------
    Fixed charges                                     44,280         118,089
  Preferred stock dividends                           13,022          23,218
                                                    --------        --------
    Combined fixed charges and preferred
     stock dividends                                $ 57,302        $141,307
                                                    ========        ========
Ratio of Earnings to Fixed Charges                        --              --
                                                    ========        ========
Deficiency of Earnings to Cover Fixed Charges       $ 33,554        $ 89,396
                                                    ========        ========
Ratio of Earnings to Combined Fixed
 Charges and Preferred Stock Dividends                    --              --
                                                    ========        ========
Deficiency of Earnings to Cover Combined
 Fixed Charges and Preferred Stock Dividends        $ 46,576        $112,614
                                                    ========        ========

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's consolidated balance sheet and consolidated statement of operations
and is qualified in its entirety by reference to such consolidated financial
statements together with the related footnotes thereto.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<EXCHANGE-RATE>                                      1
<CASH>                                         332,049
<SECURITIES>                                         0
<RECEIVABLES>                                   99,284
<ALLOWANCES>                                     6,811
<INVENTORY>                                     32,562
<CURRENT-ASSETS>                               473,747
<PP&E>                                       3,898,346
<DEPRECIATION>                                 200,120
<TOTAL-ASSETS>                               4,871,660
<CURRENT-LIABILITIES>                          185,628
<BONDS>                                      2,414,162
<PREFERRED-MANDATORY>                          437,891
<PREFERRED>                                          0
<COMMON>                                         1,662
<OTHER-SE>                                   1,634,328
<TOTAL-LIABILITY-AND-EQUITY>                 4,871,660
<SALES>                                              0
<TOTAL-REVENUES>                               272,603
<CGS>                                                0
<TOTAL-COSTS>                                  124,758
<OTHER-EXPENSES>                               141,121
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             108,489
<INCOME-PRETAX>                               (89,396)
<INCOME-TAX>                                        36
<INCOME-CONTINUING>                           (91,290)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                (1,495)
<CHANGES>                                            0
<NET-INCOME>                                  (92,785)
<EPS-BASIC>                                     (0.72)
<EPS-DILUTED>                                   (0.72)


</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
