CROWN CASTLE INC. — Director's Dealing 2011

May 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2011-05-09

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
2011-05-09	Common Stock	S	345000	$42.08	Disposed	28174620	Indirect
2011-05-10	Common Stock	S	1008900	$42.14	Disposed	27197020	Indirect
2011-05-11	Common Stock	S	575000	$42.18	Disposed	26639820	Indirect

Footnotes

F1: The entities disposing of these shares are SPO Partners II, L.P. ("SPO Partners"), which sold 1,791,600 shares, San Francisco Partners, L.P. ("SF Partners"), which sold 77,500 shares, John H. Scully ("JHS"), who sold 17,200 shares, Edward H. McDermott ("EHM"), who sold 200 shares and Phoebe Snow Foundation ("PSF"), which sold 42,400 shares. As reported on Line 1 above, 345,000 shares of the Issuer's common stock were sold, ranging in price from $42.00-42.25. Additionally, as reported on Line 2 above, 1,008,900 shares of the Issuer's common stock were sold, ranging in price from $42.05-42.34. Additionally, as reported on Line 3 above, 575,000 shares of the Issuer's common stock were sold, ranging in price from $42.07-42.39.

F2: Following the transactions causing this filing, 25,535,620 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 EHM, the three controlling persons of SPO Corp. Additionally, following the transactions causing this filing, 1,104,200 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 604,500 shares of the Issuer's common stock. Additionally, following the transactions causing this filing, 244,600 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 a 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 2,100 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.