CROWN CASTLE INC. — Director's Dealing 2011

May 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2011-04-28

Reporting Person: SPO ADVISORY CORP (10% Owner)
Reporting Person: SPO ADVISORY PARTNERS LP (10% Owner)
Reporting Person: SF ADVISORY PARTNERS LP (10% Owner)
Reporting Person: SPO PARTNERS II LP (10% Owner)
Reporting Person: SAN FRANCISCO PARTNERS LP (10% Owner)
Reporting Person: SCULLY JOHN H (10% Owner)
Reporting Person: OBERNDORF WILLIAM E (10% Owner)
Reporting Person: MCDERMOTT EDWARD H (10% Owner)
Reporting Person: PHOEBE SNOW FOUNDATION (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-28	Common Stock	S	151962	$44.22	Disposed	30050220	Indirect
2011-04-29	Common Stock	S	88200	$43.24	Disposed	29964820	Indirect
2011-05-02	Common Stock	S	210500	$42.51	Disposed	29760720	Indirect

Footnotes

F1: The entities disposing of these shares are SPO Partners II, L.P. ("SPO Partners"), which sold 418,662 shares, San Francisco Partners, L.P. ("SF Partners"), which sold 18,100 shares, John H. Scully ("JHS"), who sold 4,000 shares and Phoebe Snow Foundation ("PSF"), which sold 9,900 shares. As reported on Line 1 above, 151,962 shares of the Issuer's common stock were sold, ranging in price from $43.87 - 44.45. Additionally, as reported on Line 2 above, 88,200 shares of the Issuer's common stock were sold, ranging in price from $42.99 - 43.54. Additionally, as reported on Line 3 above, 210,500 shares of the Issuer's common stock were sold, ranging in price from $42.40 - 43.02.

F2: Following the transactions causing this filing, 28,527,120 shares of the Issuer's common stock are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i)SPO Advisory Partners, L.P ("SPO Advisory"), the sole general partner of SPO Partners, (ii)SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) JHS, William E. Oberndorf ("WEO") and Edward H. McDermott ("EHM"), the three controlling persons of SPO Corp. Additionally, following the transactions causing this filing, 1,233,600 shares of the Issuer's common stock are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i)SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii)SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO and EHM, the three controlling persons of SPO Corp.

F3: Additionally, following the transactions causing this filing, PSF owns 675,300 shares of the Issuer's common stock. Additionally, following the transactions causing this filing, 273,300 shares of the Issuer's common stock are held in the JHS Individual Retirement Account, which is self-directed. Additionally, JHS may be deemed to indirectly beneficially own 282,377 shares of the Issuer's common stock solely in his capacity as the trustee for the John H. Scully Living Trust dated October 1, 2003 ("JHS Trust"). Additionally, 230,800 shares of the Issuer's common stock may be deemed to be indirectly beneficially owned by JHS solely in his capacity as general partner of Netcong Newton Partners, L.P. ("Netcong").

F4: Additionally, WEO beneficially owns 979,800 shares of the Issuer's common stock held in the WEO individual retirement account, which is self-directed, and may be deemed to indirectly beneficially own (i) 350,000 shares of the Issuer's common stock solely in his capacity as sole general partner of Oberndorf Family Partners, (ii) 50,000 shares of the Issuer's common stock solely in his capacity as trustee of his two children's accounts, and (iii) 450,000 shares of the Issuer's common stock solely in his capacity as a trustee for the William E. & Susan C. Oberndorf Trust ("WEO Trust"), a trust for the benefit of himself and his wife. Additionally, 18,000 shares of the Issuer's common stock are owned directly by Betty Jane Weimer ("BJW").

F5: Additionally, EHM beneficially owns 2,400 shares of the Issuer's common stock held in the EHM individual retirement account, which is self-directed. Additionally, 10,000 shares of the Issuer's common stock are owned directly by EHM.

F6: A portion of the shares sold in the transactions causing this filing represent shares that are matchable under Section 16(b) of the Securities Exchange Act of 1934. The matchable shares represent less than 0.01% of the oustanding shares held by the reporting persons and are matchable as a result of an internal restructuring that amounted to an indirect purchase. A reporting person included in the filing is disgorging the deemed profits from these transactions to the Issuer from the sale of these shares.