UNITED STATES
                             Washington, D.C. 20549

                                    FORM 8-K

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

          Date of Report (Date of earliest event reported): May 1, 2002

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

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

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

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


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

Item 7. Financial Statements and Exhibits

          (c) Exhibits

          Exhibit No.       Description

          99.1              Press Release dated May 1, 2002

Item 9. Regulation FD Disclosure

On May 1, 2002, the Company issued a press release announcing further details
regarding the potential impact on its UK subsidiary, Crown Castle UK Limited
("CCUK"), of liquidation plans of ITV Digital ("ITV"). Included in the press
release, the Company stated that as a result of the ITV liquidation it has
revised its previously provided guidance by lowering (i) 2002 site rental and
transmission revenues by $28 million to between $657 and 682 million, (ii) 2002
tower gross profit by $16 million to between $389 and $434 million, and (iii)
2002 total EBITDA by $16 million to between $369 and $399 million. No further
adjustments have been made to the Company's previously announced projections.
The May 1 press release is attached as Exhibit 99.1 to this Form 8-K (Exhibit
99.1 is not filed but is furnished pursuant to Regulation FD).

                           Forward-Looking Statements

This document, including exhibits attached hereto, contains numerous
forward-looking statements, based on management's current beliefs and
assumptions. The forward-looking statements involve expectations, projections
and estimates regarding the wireless industry or Crown Castle International
Corp. including its subsidiaries ("Crown Castle"), including expectations,
projections and estimates regarding: (i) revenues (including site rental and
broadcast transmission revenues), (ii) tower gross profit, (iii) EBITDA, (iv)
the impact of the ITV liquidation on CCUK and Crown Castle, including the impact
on (a) gross revenue and EBITDA, (b) the CCUK loan agreement and (c) other
contracts and operations, (v) the timing and outcome of the re-issuance of the
DTT licenses, (vi) collection of amounts due under the ITV contract, (vii)
CCUK's ability to obtain loan agreement waivers or amendments, and (viii)
replacement of ITV transmission revenue and EBITDA, including revenue and EBITDA
relating to DTT transmission agreements with new DTT licensees.

Such forward-looking statements are subject to numerous risks, uncertainties and
assumptions, including (i) those relating to the matters described above, (ii)
those included in the Company's filings with the Securities and Exchange
Commission, and (iii) the following:

  .      Demand for towers and wireless communication sites may be lower or
         slower than anticipated for numerous reasons, including reduced carrier
         expansion, carrier consolidation, network sharing, technology
         development, or RF health concerns

  .      Demand for wireless communications may be lower or slower than
         anticipated for numerous reasons, including slow customer adoption
         rates of 2.5/3G and other technologies

  .      Our strategy may be more difficult to implement than anticipated due to
         financial or other reasons, including our significant amount of
         indebtedness, or reduced cash flow as a result of reduced revenues or
         increased operating costs, interest rates or capital expenditures

  .      There are no assurances that (i) DTT licenses will be successfully
         re-issued, (ii) CCUK will enter into transmission agreements with any
         new licensees, or (iii) any transmission agreements with new licensees
         will be on economic terms similar to or better than the ITV
         transmission contract

Should one or more of these risks materialize, or should any underlying
assumption prove incorrect, actual results may vary materially from those
projected in the forward-looking statements. The Company assumes no obligation
to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.



     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

Date: May 2, 2002


                                 EXHIBIT INDEX

         Exhibit No.       Description

         99.1              Press Release dated May 1, 2002.