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<CONFORMED-NAME>CROWN CASTLE INTERNATIONAL CORP
<CIK>0001051470
<ASSIGNED-SIC>4899
<IRS-NUMBER>760470458
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<BUSINESS-ADDRESS>
<STREET1>510 BERING DRIVE
<STREET2>SUITE 500
<CITY>HOUSTON
<STATE>TX
<ZIP>77057
<PHONE>7135703000
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<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


 ==============================================================================

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

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): January 16, 2003

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

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

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

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

 ==============================================================================

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

<PAGE>

Item 9. Regulation FD Disclosure

On January 16, 2003, Crown Castle International Corp. ("Company") sent a notice
to the directors and executive officers of the Company informing them that, as a
result of a change in the Company's 401(k) plan provider, between the dates of
January 24, 2003 and on or about February 17, 2003, there will be a trading
blackout period with respect to the trading of equity securities of the Company
acquired in connection with service or employment to the Company.

A copy of such notice is filed herewith as Exhibit 99.1 and is incorporated
herein by reference. This exhibit is not filed but furnished pursuant to
Regulation FD.


                                       1

<PAGE>

Item 7. Financial Statements and Exhibits

         (c) Exhibits

          Exhibit No.     Description

          99.1            Notice to directors and executive officers of
                          Crown Castle International Corp.


                                       2

<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 hereunto duly authorized.

                                        CROWN CASTLE INTERNATIONAL CORP.

                                        By: /s/ E. Blake Hawk
                                           ------------------------------
                                           Name:  E. Blake Hawk
                                           Title: Executive Vice President and
                                                  General Counsel

Date: January 16, 2003


                                       3

<PAGE>

                               EXHIBIT INDEX

    Exhibit No.      Description

     99.1            Notice to directors and executive officers of Crown Castle
                     International Corp.


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

[Crown Castle International Corp. Logo]


MEMO

To:   Directors and Executive Officers of Crown Castle International Corp.
From: E. Blake Hawk and Don Reid
Re:   Blackout Trading Period Relating to 401(k) Plan Provider Change

The Sarbanes-Oxley Act prohibits the directors and executive officers (including
family members) of Crown Castle International Corp. ("Company") from, directly
or indirectly, purchasing, selling or otherwise acquiring or transferring any
common stock or other equity security (including any derivative security
relating to such equity security) of the Company during the Blackout Period (as
described below), if such equity security was "acquired in connection with" the
director's or executive officer's service or employment to or with the Company.
The penalty for violation of the prohibition is a loss of the profits realized
from the transaction.

Information regarding the Blackout Period:

     1)   Reason for the Blackout Period: The Blackout Period will result from
          the Company changing the provider for the Company's 401(k) Plan
          ("Plan") from PNC Bank to Charles Schwab Retirement Plan Services with
          the restriction on Plan participants indicated below.

     2)   Plan transactions to be suspended during, or otherwise affected by,
          the Blackout Period: During the Blackout Period, most Plan
          transactions and information will be unavailable to a Plan participant
          including Plan loan distributions, changes in Plan investment
          elections and trading in Plan funds and assets (including Company
          common stock). Plan contributions and loan repayments can be processed
          during the Blackout Period.

     3)   Description of the class of equity securities subject to the Blackout
          Period: The class of Company equity securities in the Plan subject to
          or affected by the Blackout Period is Company common stock (par value
          $0.01 per share). [Note: The restriction on Company directors and
          executive officers trading during the Blackout Period is applicable to
          all Company common stock and other equity securities "acquired in
          connection with" services or employment to or with the Company as
          indicated above]

     4)   Actual or expected beginning and ending dates: The Blackout Period is
          contemplated to begin on January 24, 2003 and end on or about February
          17, 2003.

If you have any questions regarding the Blackout Period including the
transactions prohibited by Company directors and executive officers during the
Blackout Period, please contact E. Blake Hawk (713-570-3155 or
bhawk@crowncastle.com) or Don Reid (713-570-3147 or dreid@crowncastle.com) at
Crown Castle International Corp., 510 Bering Drive, Suite 500, Houston, Texas
77057.

</TEXT>
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