AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2000

REGISTRATION NO. 333-45728

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

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SPECTRASITE HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

DELAWARE 56-2027322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

100 REGENCY FOREST DRIVE DAVID P. TOMICK
SUITE 400 SPECTRASITE HOLDINGS, INC.
CARY, NORTH CAROLINA 27511 REGENCY FOREST DRIVE
(919) 468-0112 SUITE 400
(Address, including zip code, and telephone number, CARY, NORTH CAROLINA 27511
including area code, of registrant's principal (919) 468-0112
executive offices) (Name, address, including zip code, and telephone number
including area code, of registrant's agent for service)

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Copies to:

TIMOTHY J. KELLEY
THOMAS D. TWEDT
DOW, LOHNES & ALBERTSON, PLLC
1200 NEW HAMPSHIRE AVENUE, N.W.
WASHINGTON, D.C. 20036
(202) 776-2000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined
by market conditions.

If the only securities being registered on this form are being offered
pursuant to dividend reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE

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Common Stock, $.001 par value(1)................ 9,041,759 shares $12.8125(2) $115,847,538(2) $30,584
Common Stock, $.001 par value(3)................ 600,000 shares $ 21.56 $ 12,936,000 $ 3,415
Common Stock, $.001 par value(3)................ 450,000 shares $ 23.86 $ 10,737,000 $ 2,835
Common Stock, $.001 par value(3)................ 450,000 shares $ 28.00 $ 12,600,000 $ 3,326
Total....................................... 10,541,759 shares N/A $152,120,538 $40,160(4)
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(1)Outstanding shares held by certain selling stockholders.

(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and based on the average high and low prices
reported for December 15, 2000.

(3)Shares which are issuable pursuant to outstanding common stock purchase
warrants. In accordance with Rule 416, securities underlying the outstanding
warrants shall also be deemed to cover additional securities to be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions. The registration fee for these shares is based on the
exercise price of the warrants pursuant to Rules 457(g).

(4)Of the $40,160 registration fee, $6,600 was paid in connection with the
initial filing of this registration statement.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND IS
NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE
THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED DECEMBER 20, 2000

[SPECTRASITE LOGO]

Spectrasite Holdings, Inc.

COMMON STOCK

The stockholders of SpectraSite Holdings, Inc. described under the caption
"Selling Stockholders" on page 11 of this prospectus may offer and sell from
time to time up to 10,541,759 shares of SpectraSite's common stock under this
prospectus. The registration of these shares does not necessarily mean that the
selling stockholders will offer or sell their shares.

The common stock is listed on the Nasdaq National Market under the ticker
symbol "SITE". On December 19, 2000, the closing sale price on the Nasdaq
National Market of a single share of the common stock was $13.

YOU SHOULD CAREFULLY REVIEW "RISK FACTORS" BEGINNING ON PAGE 3 FOR A
DISCUSSION OF RISKS YOU SHOULD CONSIDER WHEN INVESTING IN OUR COMMON STOCK.

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are authorized to offer
to sell, and seek offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is , 2000.
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TABLE OF CONTENTS

PAGE
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SpectraSite............................ 1
Risk Factors........................... 3
Use of Proceeds........................ 10
Price Range of Common Stock............ 10
Dividend Policy........................ 10
Selling Stockholders................... 11

PAGE
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Plan of Distribution................... 13
Legal Matters.......................... 15
Experts................................ 15
Where You Can Find More Information.... 15
Information Incorporated by
Reference............................ 16

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SpectraSite Holdings, Inc. is a Delaware corporation. Our principal
executive offices are located at 100 Regency Forest Drive, Suite 400, Cary,
North Carolina 27511, and our telephone number at that address is (919)
468-0112. Our World Wide Web site address is http://www.spectrasite.com. The
information in our website is not part of this prospectus.

In this prospectus, Holdings refers to SpectraSite Holdings, Inc. and
SpectraSite, we, us and our refer to SpectraSite Holdings, Inc., its wholly
owned subsidiaries and all predecessor entities collectively, unless the context
requires otherwise. The term common stock refers to Holdings' common stock, par
value $.001 per share.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including information incorporated by reference in this
prospectus, contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act
of 1934, including statements concerning possible or assumed future results of
operations of SpectraSite and those preceded by, followed by or that include the
words may, will, should, could, expects, plans, anticipates, believes,
estimates, predicts, potential or continue or the negative of such terms and
other comparable terminology. You should understand that the factors described
below, in addition to those discussed elsewhere in this document, could affect
our future results and could cause those results to differ materially from those
expressed in such forward-looking statements. These factors include:

- material adverse changes in economic conditions in the markets we serve;

- future regulatory actions and conditions in our operating areas;

- competition from others in the communications tower industry;

- the integration of our operations with those of businesses or assets we
have acquired or may acquire in the future and the realization of the
expected benefits; and

- other risks and uncertainties as may be detailed from time to time in our
public announcements and Securities and Exchange Commission filings.

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SPECTRASITE

We are one of the leading providers of outsourced antenna site and network
services to the wireless communications and broadcast industries in North
America and Europe. Our businesses include the ownership and leasing of antenna
sites on towers, managing rooftop and in-building telecommunications access on
commercial real estate, network planning and deployment, and construction of
towers and related wireless facilities. Our customers are leading wireless
communications providers and broadcasters, including Nextel Communications, SBC
Wireless, Sprint PCS, AT&T Wireless, AirTouch Communications, Tritel
Communications, Teligent, WinStar, Cox Broadcasting, Clear Channel
Communications and Paxson Communications. As of September 30, 2000 and after
giving effect to all pending transactions, we will own or manage over 20,000
sites, including 8,132 towers, primarily in the top 100 markets in the United
States and with major metropolitan market clusters in Los Angeles, Chicago, San
Francisco, Philadelphia, Detroit and Dallas. We also own 50% of
SpectraSite-Transco Communications Ltd., a joint venture with Lattice Group plc,
the former arm of BG Group plc, the company that operates Britain's natural gas
distribution network. As of September 30, 2000, the joint venture owned 707
towers and 1,500 sites and has the option to construct towers on an additional
30,000 potential sites in the United Kingdom.

RECENT DEVELOPMENTS

On August 25, 2000, we entered into an agreement to acquire leasehold and
subleasehold interests in approximately 3,900 wireless communications towers
from affiliates of SBC Communications, which we collectively refer to as SBC, in
exchange for $982.7 million in cash and approximately 14.3 million shares of our
common stock, subject to adjustment, valued at $325.0 million. We will manage,
maintain and lease available space on the SBC towers, and we will have the right
to co-locate tenants on the towers. SBC is an anchor tenant on all of the towers
and will pay us a monthly fee per tower of $1,400, subject to an annual
adjustment. In addition, we have entered into a five-year exclusive
build-to-suit agreement with SBC under which we will develop and construct
substantially all of SBC's new towers during the term of the agreement.

The SBC transaction will close in stages, with a final closing expected in
the first half of 2002. At each closing, we will make a pro rata payment of cash
and stock to SBC for the actual towers subleased. At the initial closing on
December 14, 2000, we acquired subleasehold interests in 739 towers for
consideration consisting of approximately $175 million in cash and approximately
2.5 million shares of common stock.

In connection with the SBC tower transaction, we received a commitment from
Canadian Imperial Bank of Commerce, CIBC World Markets Corp., Credit Suisse
First Boston, Bank of Montreal, Chicago Branch and Toronto Dominion (Texas),
Inc. to provide approximately $1.1 billion of a contemplated $1.2 billion credit
facility pursuant to an amended and restated credit agreement. We anticipate we
will amend and restate our existing credit facility during the first quarter of
2001.

We acquired from AirTouch subleasehold interests in 107 wireless towers for
approximately $38.5 million in cash on August 15, 2000, 38 wireless towers on
October 10, 2000 for approximately $13.7 million in cash, 53 wireless towers on
November 15, 2000 for approximately $19.1 million in cash and 35 wireless towers
on December 15, 2000 for approximately $12.6 million in cash. We expect to
acquire leasehold and subleasehold interests in an additional 197 towers from
AirTouch in periodic closings through February 2001.

On November 20, 2000, Trimaran Fund II, L.L.C. and certain other investors
participating in the Trimaran investment program, which we collectively refer to
as the Trimaran group, purchased 4.0 million shares of common stock at a price
of $18.75 per share in a private placement exempt from the registration
requirements of the Securities Act of 1933. In addition, the Trimaran group
received warrants to purchase an additional 1.5 million shares of common stock.

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On November 20, 2000, we issued $200 million aggregate principal amount of
6 3/4% senior convertible notes due 2010. Each note is convertible into common
stock at any time on or before November 15, 2010 at a conversion price of
$21.5625 per share, subject to adjustment if certain events affecting our common
stock occur. After November 20, 2003, we may redeem all or a portion of the
convertible notes at specified prices, plus accrued interest.

On December 8, 2000, we acquired the United States assets and operations of
U.S. RealTel, Inc., an international provider of rooftop and in-building
telecommunications access, for approximately $16.5 million in cash.

On December 20, 2000, we issued $200 million aggregate principal amount of
12 1/2% senior notes due 2010.

For other recent developments, we refer you to our most recent and future
filings under the Securities Exchange Act of 1934.

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RISK FACTORS

Our common stock involves a high degree of risk. You should consider
carefully the risks and uncertainties described below and the other information
included and incorporated by reference in this prospectus, including the
financial statements and related notes, before deciding to purchase our common
stock. While these are the risks and uncertainties we believe are most important
for you to consider, you should know that they are not the only risks or
uncertainties facing us or which may adversely affect our business. If any of
the following risks or uncertainties actually occur, our business, financial
condition or results of operations would likely suffer.

WE MAY ENCOUNTER DIFFICULTIES IN INTEGRATING ACQUISITIONS WITH OUR OPERATIONS,
WHICH COULD LIMIT OUR REVENUE GROWTH AND OUR ABILITY TO ACHIEVE OR SUSTAIN
PROFITABILITY.

Acquiring additional tower assets and complementary businesses is an
integral part of our business strategy. We may not be able to realize the
expected benefits of past or future acquisitions or identify suitable
acquisition candidates. Our ability to complete future acquisitions will depend
on a number of factors, some of which are beyond our control, including the
attractiveness of acquisition prices and the negotiation of acceptable
definitive acquisition agreements. In addition, the process of integrating
acquired operations into our existing operations may result in unforeseen
operating difficulties, divert managerial attention or require significant
financial resources that could otherwise be used for existing tower construction
and network deployment contracts. Future acquisitions also may require us to
incur additional indebtedness and contingent liabilities, which could have a
material adverse effect on our business, financial condition and results of
operations.

WE ARE NOT PROFITABLE AND EXPECT TO CONTINUE TO INCUR LOSSES.

We incurred net losses of $98.4 million and $111.8 million for the year
ended December 31, 1999 and the nine months ended September 30, 2000,
respectively. Our losses are principally due to significant depreciation,
amortization and interest expense. We have not achieved profitability and expect
to continue to incur losses for the foreseeable future.

WE HAVE SUBSTANTIAL INDEBTEDNESS, AND SERVICING OUR INDEBTEDNESS COULD REDUCE
FUNDS AVAILABLE TO GROW OUR BUSINESS.

We are, and will continue to be, highly leveraged. As of September 30,
2000, we had total consolidated indebtedness of approximately $1.3 billion, and
after giving effect to the issuance of our 6 3/4% senior convertible notes due
2010 and our 12 1/2% senior notes due 2010, our total consolidated indebtedness
would be approximately $1.7 billion. Our high level of indebtedness could
interfere with our ability to grow. For example, it could:

- increase our vulnerability to general adverse economic and industry
conditions;

- limit our ability to obtain additional financing;

- require the dedication of a substantial portion of our cash flow from
operations to the payment of principal of, and interest on, our
indebtedness;

- limit our flexibility in planning for, or reacting to, changes in our
business and the industry; and

- place us at a competitive disadvantage relative to less leveraged
competitors.

Our ability to generate sufficient cash flow from operations to pay
principal of, and interest on, our indebtedness is uncertain. In particular, we
may not meet our anticipated revenue growth and operating expense targets, and
as a result, our future debt service obligations could exceed cash available to
us. Further, we may not be able to refinance any of our indebtedness on
commercially reasonable terms or at all.

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OUR BUSINESS DEPENDS ON THE DEMAND FOR WIRELESS COMMUNICATIONS SITES AND OUR
ABILITY TO SECURE CO-LOCATION TENANTS.

Our business depends on demand for communications sites from wireless
service providers, which, in turn, depends on the demand for wireless services.
A reduction in demand for communications sites or increased competition for
co-location tenants could have a material adverse effect on our business,
financial condition or results of operations. In particular, the success of our
business model requires us to secure co-location tenants, and securing
co-location tenants depends upon the demand for communications sites from a
variety of service providers in a particular market. The extent to which
wireless service providers lease communications sites on our towers depends on
the level of demand for wireless services, the financial condition and access to
capital of those providers, the strategy of providers with respect to owning or
leasing communications sites, government licensing of communications licenses,
changes in telecommunications regulations, the characteristics of each company's
technology, and geographic terrain.

A SIGNIFICANT PORTION OF OUR REVENUES AND TOWER CONSTRUCTION ACTIVITY CURRENTLY
DEPENDS ON NEXTEL AND IS EXPECTED TO COME FROM SBC.

Nextel accounts for a significant portion of our total revenues. Nextel
represented approximately 35% and 24% of our revenues for the year ended
December 31, 1999 and for the nine months ended September 30, 2000,
respectively. Following the final closing of the SBC tower transaction, SBC will
pay us approximately $65.5 million each year as the anchor tenant on the 3,900
subleased towers. If Nextel or SBC were to suffer financial difficulties or if
Nextel or SBC were unwilling or unable to perform its obligations under its
arrangements with us, our business, financial condition or results of operations
could be materially and adversely affected.

Nextel agreed to lease 1,700 additional sites on our towers as part of its
national service deployment, and as of September 30, 2000, they had leased 1,068
of those sites. We entered into a five-year build-to-suit agreement with SBC for
an estimated 800 new towers. Under the terms of our agreements with Nextel and
SBC, we are required to construct or purchase agreed upon numbers of qualified
towers at specified times and at specified prices. Our failure to construct or
purchase the towers as agreed could result in the cancellation of our right to
construct or purchase additional towers under these agreements. Such a
cancellation could have a material adverse effect on our business, financial
condition or results of operations and on our ability to implement or achieve
our business objectives in the future.

Under our agreements with Nextel and SBC, subject to limited exceptions, we
will be required to construct new towers in locations to be determined by Nextel
and SBC. These towers may have limited appeal to other providers of wireless
communications services, which may limit our opportunities to attract additional
tenants, which, in turn, could have a material adverse effect on our business,
financial condition or results of operations.

WE MAY BE UNABLE TO INCREASE OUR CONSTRUCTION ACTIVITIES OR TO ACQUIRE TOWERS AS
CONTEMPLATED BY OUR GROWTH STRATEGY.

Our growth strategy depends on our ability to construct, acquire and
operate towers as wireless service providers expand their tower network
infrastructure. Regulatory and other barriers could adversely affect our ability
to construct towers in accordance with the requirements of our customers, and,
as a result, we may be subject to penalties and forfeiture provisions under our
anchor tenant leases. Our ability to construct new towers may be affected by a
number of factors beyond our control, including zoning and local permitting
requirements, FAA considerations, FCC tower registration procedures,
availability of tower components and construction equipment, availability of
skilled construction personnel and weather conditions. In addition, because the
concern over tower proliferation has grown in recent years, certain communities
now restrict new tower construction or delay granting permits required for
construction.

Our expansion plans call for a significant increase in construction
activity. We may not be able to overcome the barriers to new construction, and
we may not complete the number of towers planned for

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construction. Our failure to complete the necessary construction could have a
material adverse effect on our business, financial condition or results of
operations.

We compete for tower acquisition opportunities with wireless service
providers, broadcasters, site developers and other independent tower owners and
operators, and we expect competition to increase. Increased competition for
acquisitions may result in fewer acquisition opportunities and higher
acquisition prices. We regularly explore acquisition opportunities; however, we
may have trouble identifying towers or tower companies to acquire in the future.

WE COMPETE WITH COMPANIES THAT MAY HAVE GREATER FINANCIAL RESOURCES.

If we are unable to successfully compete, our business will suffer. We
believe that tower location and capacity, price, quality of service and density
within a geographic market historically have been, and will continue to be, the
most significant competitive factors affecting the site leasing business. We
compete for site leasing tenants with:

- wireless service providers that own and operate their own towers and
lease, or may in the future decide to lease, antenna space to other
providers;

- other independent tower operators;

- site acquisition companies which acquire antenna space on existing towers
for wireless service providers, manage new tower construction and provide
site acquisition services; and

- owners of non-tower antenna sites, including rooftops, water towers and
other alternate structures.

Wireless service providers that own and operate their own towers generally
are substantially larger and have substantially greater financial resources than
SpectraSite. For example, AT&T Wireless and Sprint PCS own and operate their own
tower networks.

We compete for acquisition, new tower construction and network development
opportunities primarily with other independent tower companies and site
construction firms. Some of these competitors may have greater financial
resources than SpectraSite.

RAPID GROWTH COULD STRAIN OR DIVERT OUR MANAGEMENT TEAM AND WILL INCREASE OUR
OPERATING EXPENSES.

Implementation of our business strategy may impose significant strains on
our management, operating systems and financial resources. In addition, we
anticipate that operating expenses will increase significantly as we build and
acquire additional tower assets. Our failure to manage growth or unexpected
difficulties encountered during our expansion could have a material adverse
effect on our business, financial condition or results of operations. The
pursuit and integration of acquisitions, investments, joint ventures and
strategic alliances will require substantial attention from our senior
management, which will limit the amount of time they have available to devote to
existing operations.

WE ANTICIPATE SIGNIFICANT CAPITAL EXPENDITURES AND MAY NEED ADDITIONAL FINANCING
WHICH MAY NOT BE AVAILABLE.

Our current plans call for significant capital expenditures during 2001 for
the construction and acquisition of communication sites, primarily towers,
including the subleased towers from SBC. We had approximately $300.0 million
available under our existing $500.0 million credit facility as of September 30,
2000. We have received a commitment for approximately $1.1 billion of a
contemplated $1.2 billion amended and restated credit facility. As of September
30, 2000, we had $418.9 million of cash and cash equivalents. However, we may
need additional sources of debt or equity capital in the future. Additional
financing may not be available or may be restricted by the terms of the credit
facility and the indentures governing our outstanding notes.

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COMPETING TECHNOLOGIES AND OTHER ALTERNATIVES COULD REDUCE THE DEMAND FOR OUR
SERVICES.

Most types of wireless and broadcast services currently require
ground-based network facilities, including communications sites for transmission
and reception. The development and growth of communications technologies which
do not require ground-based sites or other alternatives could reduce the demand
for space on our towers.

In particular, the emergence of new technologies that do not require
terrestrial antenna sites and that can be substituted for those that do, could
have a negative impact on our operations. For example, the growth in delivery of
video services by direct broadcast satellite or the development of signal
combining technologies, which allow one communications antenna to service two
different transmission frequencies, could reduce the demand for tower-based
broadcast transmissions and antenna space. The FCC has granted license
applications for several low-earth orbiting satellite systems that are intended
to provide mobile voice and data services. Two systems had been offering
commercial service; however, one had to terminate operations because of
bankruptcy, although it recently announced it had been sold to new owners and
planned to resume operations, focusing in large part on the provision of service
to government and defense industry customers. In addition, the FCC has issued
licenses for several low-earth orbiting satellite systems that are solely
intended to provide data services, and one of those systems is operational and
another is expected to offer competitive service soon. Although these systems
are highly capital-intensive and have only begun to be tested, mobile satellite
systems could compete with land-based wireless communications systems, thereby
reducing the demand for the infrastructure services we provide. Reduced demand
for ground-based antenna sites could have a material adverse effect on our
business, financial condition or results of operations.

In addition, wireless service providers frequently enter into agreements
with competitors allowing them to utilize one another's wireless communications
facilities to accommodate customers who are out of range of their home
providers' services. These roaming agreements may be viewed by wireless service
providers as a superior alternative to leasing space for their own antennas on
communications sites we own. The proliferation of these roaming agreements could
have a material adverse effect on our business, financial condition or results
of operations.

A SMALL NUMBER OF STOCKHOLDERS CONTROL THE VOTING POWER OF HOLDINGS, AND THESE
STOCKHOLDERS' INTERESTS MAY BE DIFFERENT FROM YOURS.

Affiliates of Welsh, Carson, Anderson & Stowe own 32.4 million shares, or
23.4%, of our common stock as of September 30, 2000. After giving effect to the
issuance of approximately 14.3 million shares to SBC and 4.0 million shares to
the Trimaran group, affiliates of Welsh, Carson will own 20.7% of our
outstanding common stock. This ownership allows Welsh, Carson to exert
significant influence over the management and policies of SpectraSite. In
addition, Welsh, Carson and certain other Holdings stockholders have a right to
board representation under a stockholders' agreement. Welsh, Carson and the
other parties to the stockholders' agreement may have interests that are
different from yours.

OUR BUSINESS DEPENDS ON OUR KEY PERSONNEL.

Our future success depends to a significant extent on the continued
services of our Chief Executive Officer, Stephen H. Clark, our Chief Operating
Officer, Timothy G. Biltz, our Chief Financial Officer, David P. Tomick, our
Executive Vice President--Wireless Tower Group, Richard J. Byrne, and our
Executive Vice President--Construction Operations, Calvin J. Payne. Although
each of these officers other than Mr. Biltz has an employment agreement with
Holdings, the loss of any of these key employees would likely have a
significantly detrimental effect on our business.

OUR OPERATIONS REQUIRE COMPLIANCE WITH AND APPROVAL FROM FEDERAL AND STATE
REGULATORY AUTHORITIES.

We are subject to a variety of regulations, including those at the federal,
state and local levels. Both the FCC and the FAA regulate towers and other sites
used for wireless communications transmitters and receivers. Failure to comply
with applicable requirements may lead to civil penalties and tort liability.
These regulations control siting, marking, and lighting of towers and may,
depending on the characteristics of the
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tower, require registration of tower facilities with the FCC. Wireless
communications devices operating on towers are separately regulated and
independently authorized by the FCC based upon the particular frequency used and
the services being provided. Any proposals to construct new communications sites
or modify existing communications sites that could affect air traffic must be
reviewed by the FAA to ensure that the proposals will not present a hazard to
aviation. Tower owners may have an obligation to paint their towers or install
lighting to conform to FCC and FAA standards and to maintain such painting or
lighting. Tower owners also may bear the responsibility for notifying the FAA of
any tower lighting failure. We generally indemnify our customers against any
failure by us to comply with applicable standards.

Local regulations include city or other local ordinances, zoning
restrictions and restrictive covenants imposed by community developers. These
regulations vary greatly, but typically require tower owners to obtain approval
from local officials or community standards organizations prior to tower
construction. Local regulations can delay or prevent new tower construction or
site upgrade projects, thereby limiting our ability to respond to customers'
demands. In addition, these regulations increase the costs associated with new
tower construction. Existing regulatory policies may adversely affect the timing
or cost of new tower construction, and additional regulations may be adopted
that will increase these delays or result in additional costs to SpectraSite.
These factors could have a material adverse effect on our business, financial
condition or results of operations and on our ability to implement or achieve
our business objectives.

In October 2000, the FCC adopted rules and policies related to
telecommunications service providers' access to rooftops, other rights-of-way
and conduits in multi-tenant buildings. The FCC prohibited telecommunications
carriers in commercial settings from entering into new exclusive contracts with
building owners, including contracts that effectively restrict premises owners
or their agents from permitting access to other telecommunications service
providers. The FCC also established procedures to ensure that the demarcation
point in buildings, which marks the end of the incumbent local exchange
carrier's control over on-premises wiring and the beginning of the customer's or
building owner's control, will be at the "minimum point of entry" to the
structure rather than further inside the premises. In addition, the FCC
determined that, under the Communications Act, utilities, including local
exchange carriers, will be required to afford telecommunications carriers and
cable service providers reasonable and nondiscriminatory access to conduits and
rights-of-way in customer buildings, to the extent such conduits and
rights-of-way are owned or controlled by the utility. Finally, the FCC amended
its existing rules to give building tenants the same ability to place on their
balconies small satellite dishes for receiving telecommunications and other
fixed wireless signals that they currently have for receiving video services.

In the same October 2000 decision, the FCC sought comment on a number of
related issues, including whether the prohibition on exclusive contracts should
be extended to residential buildings; whether it should be broadened to prohibit
preferences other than exclusive access, such as exclusive marketing or landlord
bonuses for tenants; whether the FCC should prohibit carriers from enforcing
exclusive access provisions in existing contracts for commercial or residential
multi-tenant buildings; and whether the agency has authority to prohibit local
exchange carriers from providing services to multi-tenant buildings where the
owners maintain policies unreasonably preventing competing carriers from gaining
access to potential customers within the building. Federal legislation
addressing the building access issue had also been pending before the FCC
decision was adopted. We cannot predict with certainty which of the FCC's
proposals or the remaining legislative initiatives will be adopted, and, if they
are, the effect they will have on our business.

As part of the Westower merger, we acquired operations in Canada. As a
result, we are subject to regulation in Canada. If we pursue additional
international opportunities, we will be subject to regulation in additional
foreign jurisdictions. In addition, our customers may become subject to new
regulatory policies which may adversely affect the demand for communications
sites.

WE GENERALLY LEASE THE LAND UNDER OUR TOWERS AND MAY NOT BE ABLE TO MAINTAIN
THESE LEASES.

Our real property interests relating to towers primarily consist of
leasehold interests, private easements and licenses, easements and rights-of-way
granted by governmental entities. A loss of these interests, including a loss
arising from the bankruptcy of one or more of our significant lessors, would
interfere with our ability to

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11

conduct our business and generate revenues. Our ability to protect our rights
against persons claiming superior rights in towers depends on our ability to:

- recover under title policies, the policy limits of which may be less than
the purchase price of a particular tower;

- in the absence of title insurance coverage, recover under title
warranties given by tower sellers, which warranties often terminate after
the expiration of a specific period, typically one to three years; and

- recover under title covenants from landlords contained in lease
agreements.

WE ARE SUBJECT TO ENVIRONMENTAL LAWS THAT IMPOSE LIABILITY WITHOUT REGARD TO
FAULT.

Our operations are subject to federal, state, provincial, local, and
foreign environmental laws and regulations regarding the use, storage, disposal,
emission, release and remediation of hazardous and nonhazardous substances,
materials or wastes. Under these laws, we could be held strictly, as well as
jointly and severally, liable for the investigation and remediation of hazardous
substance contamination at our facilities or at third-party waste disposal sites
and also could be held liable for any personal or property damage related to
such contamination. Although we believe that we currently have no material
liability under applicable environmental laws, the costs of complying with
existing or future environmental laws, investigating and remediating any
contaminated real property and resolving any related liability could have a
material adverse effect on our business, financial condition or results of
operations.

The FCC requires tower owners who are subject to the agency's antenna
structure registration program to comply at the time of registration with
federal environmental rules that may restrict the siting of towers. Under these
rules, tower owners are required initially to identify whether proposed sites
are in environmentally sensitive locations. If so, the tower owners must prepare
and file environmental assessments, which must be reviewed by the FCC staff
prior to registration and construction of the particular towers.

OUR TOWERS MAY BE DAMAGED BY NATURAL DISASTERS.

Our towers are subject to risks associated with natural disasters such as
ice and wind storms, tornadoes, hurricanes and earthquakes. We self-insure
almost all of our towers against such risks. A tower accident for which we are
uninsured or underinsured, or damage to a tower or group of towers, could have a
material adverse effect on our business, financial condition or results of
operations.

PERCEIVED HEALTH RISKS OF RADIO FREQUENCY EMISSIONS COULD IMPACT OUR BUSINESS.

The wireless service providers that utilize our towers are subject to FCC
requirements and other guidelines relating to radio frequency emissions. FCC
safety guidelines apply to all emitters of radio frequency emissions, including
cellular and personal communications service hand-held telephones that were
authorized by the FCC after August 1, 1996. The potential connection between
radio frequency emissions and certain negative health effects, including some
forms of cancer, has been the subject of substantial study by the scientific
community in recent years. To date, the results of these studies have been
inconclusive. If radio frequency emissions were conclusively proved harmful, our
tenants and possibly we could face lawsuits claiming damages from such
emissions, and demand for wireless services and new towers would be adversely
affected. Although we have not been subject to any claims relating to radio
frequency emissions, we cannot assure you that these claims will not arise in
the future.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE AND, BECAUSE WE ARE
A HOLDING COMPANY, WE MAY BE UNABLE TO PAY DIVIDENDS.

conditions, including our financial condition and results of operations, capital
requirements, contractual restrictions, business prospects and other factors
that the board of directors considers relevant. Furthermore, because Holdings is
a holding company, it depends on the cash flow of its subsidiaries, and
SpectraSite Communications' credit facility imposes restrictions on Holdings'
subsidiaries' ability to distribute cash to Holdings.

OUR STOCK PRICE HAS BEEN HIGHLY VOLATILE, AND YOU COULD LOSE A SIGNIFICANT PART
OF YOUR INVESTMENT AS A RESULT.

Prior to the Westower merger in September 1999, our common stock was
privately held with no public trading market. On September 1, 1999, our common
stock was approved for trading on the Nasdaq National Market under the symbol
"SITE", and public trading commenced on September 3, 1999. The market price of
our common stock has been and can be expected to be significantly affected by:

- quarterly variations in our operating results;

- operating results that vary from the expectations of securities analysts
and investors;

- changes in expectations as to our future financial performance, including
financial estimates by securities analysts and investors;

- changes in market valuations of other communications tower companies;

- announcements of technological innovations or new services by us or our
competitors;

- announcements of significant contracts, acquisitions, strategic
partnerships, joint ventures or capital commitments by us or our
competitors;

- additions or departures of key personnel;

- future sales of our common stock; and

- stock market price and volume fluctuations.

In addition, the stock market in general has experienced extreme volatility
that often has been unrelated to the operating performance of particular
companies. These broad market and industry fluctuations may adversely affect the
trading price of our common stock, regardless of our actual operating
performance.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Holdings' certificate of incorporation provides that directors of Holdings
will not be personally liable to Holdings or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability: (1)
for any breach of the director's duty of loyalty to Holdings or its
stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) under a provision of
Delaware law relating to unlawful payment of dividend or unlawful stock purchase
or redemption of stock; or (4) for any transaction from which the director
derives an improper personal benefit. As a result of this provision, Holdings
and its stockholders may be unable to obtain monetary damages from a director
for breach of his or her duty of care.

Our bylaws provide for the indemnification of directors, officers,
employees and agents and any person who is or was serving at the request of
Holdings as a director, officer, partner, trustee, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise and
any person who was or is serving at the request of Holdings as a trustee or
administrator under an employee benefit plan to the fullest extent authorized
by, and subject to the conditions set forth in, the Delaware General Corporation
Law against all expenses and liabilities. The indemnification provided under the
bylaws includes the right to be paid by Holdings the expenses in advance of any
proceeding for which indemnification may be had in advance of its final
disposition.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling Holdings
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

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USE OF PROCEEDS

All net proceeds from the sale of the shares will go to the stockholders
who offer and sell them. We will not receive any proceeds from the sale of
shares by the selling stockholders.

PRICE RANGE OF COMMON STOCK

Prior to the Westower merger, our common stock was privately held with no
public trading market. On September 1, 1999, our common stock was approved for
trading on the Nasdaq National Market under the symbol "SITE", and public
trading commenced on September 3, 1999. The following table sets forth on a per
share basis the high and low sales prices for consolidated trading in our common
stock as reported on the Nasdaq National Market for the period from September 3,
1999 through September 30, 1999, the fourth quarter of 1999, the first, second
and third quarter of 2000 and the fourth quarter of 2000 through December 19,
2000.

COMMON STOCK
--------------
HIGH LOW
---- ---

1999
- ----
Third quarter (beginning September 3)....................... $14 7/8 $11
Fourth quarter.............................................. 12 1/8 7 3/8
2000
- ----
First quarter............................................... 30 3/8 10 3/4
Second quarter.............................................. 28 1/2 15 1/8
Third quarter............................................... 29 1/2 14 1/2
Fourth quarter (through December 19, 2000).................. 21 3/8 11 1/8

The last reported sale price for our common stock on December 19, 2000 is
set forth on the cover page of this prospectus. As of December 19, 2000, there
were 241 holders of record of our common stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. In addition, our credit facility and the
indentures governing our outstanding notes restrict our ability to pay
dividends. Any future determination to pay dividends will be at the discretion
of our board of directors and will be dependent upon then existing conditions,
including our financial condition and results of operations, capital
requirements, contractual restrictions, business prospects and other factors
that the board of directors considers relevant. Furthermore, because Holdings is
a holding company, it depends on the cash flow of its subsidiaries, and
SpectraSite Communications' credit facility imposes restrictions on Holdings'
subsidiaries' ability to distribute cash to Holdings.

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SELLING STOCKHOLDERS

The shares of common stock covered by this prospectus are being registered
to permit secondary trading and so that the selling stockholders may offer the
shares for resale from time to time. See "Plan of Distribution." Except as
described below, none of the selling stockholders has had a material
relationship with SpectraSite within the past three years other than as a result
of the ownership of the common stock and other securities of Holdings.

The following table sets forth the names of the selling stockholders, the
number of shares of common stock owned beneficially by each of the selling
stockholders as of December 19, 2000, and the number of shares which may be
offered for resale pursuant to this prospectus regardless of whether such
selling stockholder has a present intent to sell. All of the selling
stockholders, other than Prudential Securities Incorporated, the Trimaran group
and SBC Tower Holdings Inc., received their shares of common stock in connection
with SpectraSite's acquisition of Apex Site Management Inc. in January 2000. The
Apex selling stockholders, including Prudential Securities Incorporated, and SBC
Tower Holdings, Inc., have certain registration rights under a registration
rights agreement dated as of April 20, 1999, as amended.

SBC Tower Holdings, Inc. received approximately 2.5 million shares of
common stock as partial consideration for the 739 towers subleased by us at the
initial closing on December 14, 2000. See "Summary -- Recent Developments." For
a more detailed description of certain agreements relating to the SBC tower
transaction, please refer to SpectraSite's amended report on Form 8-K/A dated
August 25, 2000 and filed December 18, 2000. Additionally, in connection with
the initial closing of the SBC tower transaction, our stockholders' agreement
was amended to make SBC a party and to provide that so long as SBC owns at least
50% of the shares of stock issued to it in the SBC tower transaction and at
least 8% of Holdings' outstanding stock, SBC will have the right to designate
one director to Holdings' board of directors and one representative to attend
the meetings of Holding's board of directors as a non-voting observer.

The Trimaran group purchased 4.0 million shares of common stock and
received warrants to purchase an additional 1.5 million shares from Holdings in
a private placement on November 20, 2000. The warrants are immediately
exercisable and expire on November 20, 2007. The Trimaran group has agreed not
to sell any shares of common stock prior to February 18, 2001. The Trimaran
group also has certain registration rights under a registration rights agreement
dated as of November 20, 2000.

Our stockholders' agreement, as amended, provides that so long as the
Trimaran group and Canadian Imperial Bank of Commerce and their respective
affiliates own collectively 5% or more of Holdings' outstanding stock, Canadian
Imperial Bank of Commerce affiliates and Caravelle Investment Fund, L.L.C.
collectively will have the right to designate a representative to attend
meetings of Holdings' board of directors as an observer. Affiliates of Canadian
Imperial Bank of Commerce hold 10,000,000 shares of common stock. Andrew R.
Heyer is a managing member of Trimaran Fund Management, L.L.C., the investment
advisor to Trimaran Fund II, L.L.C. and a Managing Director of CIBC World
Markets Corp. Certain investors in the Trimaran group are affiliates of CIBC
World Markets Corp. CIBC World Markets Corp. is a subsidiary of Canadian
Imperial Bank of Commerce. CIBC World Markets Corp. and Canadian Imperial Bank
of commerce have provided, and will likely continue to provide, commercial and
investment banking services to us. Mr. Heyer was a member of Holdings' board of
directors from April 1999 until November 2000.

The information included below is based upon information provided by the
selling stockholders as of the date of this prospectus. Because the selling
stockholders may offer all, some or none of their shares of common stock, no
definite estimate as to the number of shares or the percentage thereof that will
be held by the selling

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stockholders after such offering can be provided and the following table has
been prepared on the assumption that all shares of common stock offered under
this prospectus will be sold.

SHARES OF COMMON
STOCK BENEFICIALLY SHARES OF COMMON SHARES OF COMMON
OWNED PRIOR TO STOCK OFFERED STOCK OWNED AFTER
NAME(a) OFFERING HEREBY THE OFFERING
------- ------------------ -------------------- -----------------

Pat Berns.................................. 21,997 21,997 -0-
Gerald Broker.............................. 24,446 24,446 -0-
David Bryant............................... 2,449 2,449 -0-
Joseph Coradino............................ 31,772 31,772 -0-
Alan Feldman............................... 9,774 9,774 -0-
G3 Ventures, Inc. (b)...................... 463,870 463,870 -0-
Marc C. Ganzi (b)(c)....................... 63,264 63,264 -0-
Judith Garfinkel........................... 4,887 4,887 -0-
Alexander L. Gellman(b)(d)................. 79,335 79,335 -0-
Jeffrey E. Ginsberg(b)(e).................. 89,337 89,337 -0-
Edward Glickman............................ 44,772 44,772 -0-
Douglas Grayson............................ 9,774 9,774 -0-
Angelina Lawton............................ 13,491 13,491 -0-
Eric Mallory............................... 9,774 9,774 -0-
James Paterno.............................. 7,336 7,336 -0-
Prudential Securities Incorporated......... 252,239 252,239 -0-
Adriana I. Rahn............................ 13,491 13,491 -0-
Mark Rahn.................................. 13,491 13,491 -0-
Noel P. Rahn, Jr........................... 13,491 13,491 -0-
Noel P. Rahn, Sr........................... 7,569 7,569 -0-
George Rubin............................... 79,058 79,058 -0-
Ronald Rubin............................... 170,437 170,437 -0-
Leonard Shore.............................. 48,881 48,881 -0-
Rajendra Singh and Neera Singh............. 45,198 45,198 100,000
R. David Spreng............................ 14,402 14,402 -0-
S.R.Y. Capital Corporation................. 45,029 45,029 -0-
Lewis Stone................................ 24,446 24,446 -0-
Joseph Straus, Jr.......................... 12,223 12,223 -0-
Susan Valentine............................ 2,449 2,449 -0-
Trimaran group(f).......................... 5,500,000 5,500,000 -0-
SBC Tower Holdings Inc..................... 2,544,882 1,923,077 621,805

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

(a)Unless otherwise indicated, the persons and entities named in the table have
sole voting and sole investment power with respect to all shares
beneficially owned.

(b)Marc C. Ganzi, Alexander L. Gellman and Jeffrey E. Ginsberg are the sole
shareholders of G3 Ventures, Inc., and Messrs. Ganzi, Gellman and Ginsberg
may each be deemed the beneficial owner of the shares held by G3 Ventures,
Inc. Each of Messrs. Ganzi, Gellman and Ginsberg disclaims beneficial
ownership of the shares held by G3 Ventures, Inc. G3 Ventures, Inc. may
distribute the shares of common stock it holds to its shareholders in one or
more pro rata distributions. If G3 Ventures, Inc. were to distribute all of
its shares of common stock to its shareholders, Messrs. Ganzi, Gellman and
Ginsburg would beneficially own, in the aggregate, 189,792, 238,004 and
268,010 shares, respectively, of common stock.

(c)Mr. Ganzi is an employee of Apex Site Management, Inc., an indirect
wholly-owned subsidiary of Holdings.

(d)Mr. Gellman is the Chief Executive Officer of SpectraSite-Transco
Communications, Ltd., a joint venture in which SpectraSite holds a 50%
interest. Prior to joining the joint venture in June 2000, Mr. Gellman was
Vice President of SpectraSite's Site Management Group. Mr. Gellman and his
spouse hold the common stock jointly.

(e)Mr. Ginsburg and his spouse hold the common stock jointly.

(f)Represents 1,402,960 outstanding shares and 526,110 shares underlying
warrants held by Trimaran Fund II, L.L.C., 90,920 outstanding shares and
34,096 shares underlying warrants held by Trimaran Capital, L.L.C., 591,440
outstanding shares and 221,790 shares underlying warrants held by Trimaran
Parallel Fund II, L.P., 914,680 outstanding shares and 343,004 shares
underlying warrants held by CIBC Employee Private Equity Fund (Trimaran)
Partners, and 1,000,000 outstanding shares and 375,000 shares underlying
warrants held by CIBC World Markets Ireland Limited.

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PLAN OF DISTRIBUTION

SpectraSite is registering the shares on behalf of the selling
stockholders. References in this section to selling stockholders also include
any permitted pledgees, donees or transferees identified in a supplement to this
prospectus as described below. The selling stockholders may offer their shares
at various times in one or more of the following transactions:

- in transactions, which may involve crosses or block transactions, on any
national securities exchange or quotation service on which the shares may
be listed or quoted at the time of sale;

- in the over-the-counter market;

- in private transactions other than in the over-the-counter market or on
an exchange;

- in connection with short sales of shares;

- by pledge to secure debts and other obligations;

- in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options; or

- in a combination of any of the above transactions.

In addition, pursuant to a registration rights agreement dated as of April
20, 1999 among SpectraSite, the Apex selling stockholders, SBC and certain other
stockholders of Holdings, the Apex selling stockholders, SBC and the other
parties thereto are entitled to demand up to three underwritten offerings on the
terms and conditions set forth in that registration rights agreement. The
Trimaran group has certain piggy-back registration rights with respect to any
such offering. In the event of an underwritten offering and subject to the terms
of the registration rights agreement, Holdings and the selling stockholders who
participate in such offering will enter into an underwriting agreement and other
appropriate agreements with the underwriters participating in the underwritten
offering that will set forth the terms on which the participating underwriters
will effect sales of the shares.

The selling stockholders may sell their shares at market prices at the time
of sale, at prices related to market prices, at negotiated prices or at fixed
prices.

The selling stockholders may use underwriters or broker-dealers to sell
their shares. In effecting such sales, underwriters, brokers or dealers engaged
by the selling stockholders may arrange for other underwriters, brokers or
dealers to participate. Underwriters, brokers or dealers may purchase shares as
principals for their own accounts and resell such shares pursuant to this
prospectus. If this happens, the underwriters or broker-dealers will either
receive discounts or commissions from the selling stockholders, or they will
receive commissions from purchasers of shares for whom they acted as agents. The
selling stockholders, any underwriters, brokers, dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with these sales, and any
profits realized or commissions received may be deemed underwriting
compensation. The maximum discount or commission to be paid to any member of
NASD or any independent broker-dealer for the sale of the shares will not exceed
8%.

The selling stockholders may also enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of common stock in the course of hedging the positions they assume with
selling stockholders. The selling stockholders may also enter into options or
other transactions with broker-dealers or other financial institutions which
require the delivery, to that broker-dealer or other financial institution, of
the shares offered under this prospectus. The shares that broker-dealers or
other financial institutions receive in those types of transactions may be
resold under this prospectus.

The Apex selling stockholders, including Prudential Securities
Incorporated, also may resell all or a portion of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act of 1933,
provided they meet the criteria and conform to the requirements of that Rule.

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When a particular offering of shares is made, if required, we will
distribute a prospectus supplement. That supplement will set forth the names of
the selling stockholders, the aggregate amount and type of shares being offered,
the number of such securities owned prior to and after the completion of any
such offering, and, to the extent required, the terms of the offering, including
the name or names of any underwriters, broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers.

To comply with the securities law in some jurisdictions, the shares will be
offered or sold in particular jurisdictions only through registered or licensed
brokers or dealers. In addition, in some jurisdictions the shares may not be
offered or sold unless they have been registered or qualified for sale in such
jurisdiction or an exemption from registration or qualification is available and
is complied with.

To comply with rules and regulations under the Securities Exchange Act of
1934, persons engaged in a distribution of the shares may be limited in their
ability to engage in market activities with respect to such shares. In addition
and without limiting the foregoing, each selling stockholder will be subject to
applicable provisions of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, which provisions may limit the timing of purchases and
sales of any of the shares by the selling stockholders. All of these things may
affect the marketability of the shares.

All expenses of the registration of the shares will be paid by SpectraSite,
including, without limitation, Securities and Exchange Commission filing fees
and expenses of compliance with state securities or "blue sky" laws; provided,
however, that the selling stockholders will pay all underwriting discounts and
selling commissions, if any. Subject to some limitations, the selling
stockholders will be indemnified by SpectraSite against civil liabilities,
including liabilities under the Securities Act of 1933, or will be entitled to
contribution in connection therewith. Subject to some limitations, SpectraSite
will be indemnified by the selling stockholders against civil liabilities,
including liabilities under the Securities Act of 1933, or will be entitled to
contribution in connection therewith.

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LEGAL MATTERS

Dow, Lohnes & Albertson, PLLC, Washington, D.C., will pass upon the
validity of the shares of common stock offered by this prospectus.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements for the period from inception (April 25, 1997) to December
31, 1997 and the years ended December 31, 1998 and 1999 and the consolidated
financial statements of our predecessor, Telesite Services, LLC, for the year
ended December 31, 1996 and for the period from January 1, 1997 to May 12, 1997
included in this registration statement, as set forth in their reports
incorporated by reference herein, and are included in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.

Westower's consolidated financial statements as of September 30, 1998 and
for the seven months then ended and Summit's financial statements as of
September 30, 1998 and for the nine months then ended have been included in this
registration statement in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

Westower's consolidated financial statements as of February 28, 1997 and
February 28, 1998 and for the three years ended February 28, 1998 and Cord's
financial statements as of June 30, 1997 and 1998 and for the two years ended
June 30, 1998 have been incorporated by reference in this prospectus in reliance
on the report of Moss Adams LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.

The financial statements of MJA Communications Corp. as of December 31,
1996 and December 31, 1997 and for the three years ended December 31, 1997, have
been consolidated with those of Westower and incorporated by reference in this
prospectus in reliance on the report of Lamn, Krielow, Dytrych & Darling,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The financial statements of Summit Communications LLC as of December 31,
1997 and for the period from inception, May 24, 1997, to December 31, 1997 have
been incorporated by reference in this prospectus in reliance on the report of
Shearer, Taylor & Co., P.A., independent accountants, given on the authority of
said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

Holdings is subject to the informational requirements of the Securities
Exchange Act of 1934 and files reports, proxy statements and other information
with the Securities and Exchange Commission. In addition, the indentures
governing Holdings' outstanding notes require that we file Exchange Act reports
with the Securities and Exchange Commission and provide those reports to the
indenture trustee and holders of notes. Our Securities and Exchange Commission
filings are available over the Internet at the Commission's web site at
http://www.sec.gov. You may also read and copy any document we file at the
public reference rooms the Securities and Exchange Commission maintains at 450
Fifth Street, N.W., Washington, D.C.; 13th Floor, Seven World Trade Center, New
York, New York; and Suite 1400, Northwestern Atrium Center 500 West Madison
Street, Chicago, Illinois or obtain copies of such materials by mail. Please
call the SEC at 1-800-SEC-0330 for more information on the public reference
rooms and their copy charges, as well as the Public Reference Section's charges
for mailing copies of the documents Holdings has filed.

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INFORMATION INCORPORATED BY REFERENCE

Holdings has filed the following documents with the Securities and Exchange
Commission. Securities and Exchange Commission rules permit Holdings to
incorporate these filings by reference into this prospectus. By incorporating
our Securities and Exchange Commission filings by reference they are made a part
of this prospectus.

- Annual Report on Form 10-K for the year ended December 31, 1999;

- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

- Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;

- Quarterly Report on Form 10-Q for the quarter ended September 30, 2000;

- Form 8-K dated December 30, 1999 and filed January 21, 2000;

- Form 8-K dated March 6, 2000 and filed March 10, 2000;

- Form 8-K dated April 12, 2000 and filed April 18, 2000;

- Form 8-K dated June 6, 2000 and filed June 21, 2000;

- Form 8-K dated and filed August 18, 2000;

- Form 8-K dated August 25, 2000 and filed August 31, 2000;

- Form 8-K/A dated August 25, 2000 and filed November 17, 2000;

- Form 8-K dated November 20, 2000 and filed November 22, 2000; and

- Form 8-K/A dated August 25, 2000 and filed December 18, 2000.

A description of Holdings' common stock, par value $0.001, appears in the
section captioned "Description of Capital Stock" contained in Holdings' amended
registration statement on Form 8-A/A filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934 on December 12, 2000. That description is also
incorporated herein by reference.

All documents which Holdings will file with the Securities and Exchange
Commission, under the terms of Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, after the date of this prospectus and prior to
the termination of any offering of securities offered by this prospectus shall
be deemed to be incorporated by reference in, and to be a part of, this
prospectus from the date such documents are filed. Holdings' Securities and
Exchange Commission file number for Securities Exchange Act documents is
0-27217. Holdings will provide without charge, to any person, including any
beneficial owner, who receives a copy of this prospectus and the accompanying
prospectus supplement, upon such recipient's written or oral request, a copy of
any document this prospectus incorporates by reference, other than exhibits to
such incorporated documents, unless such exhibits are specifically incorporated
by reference in such incorporated document. Requests should be directed to:

David P. Tomick
Executive Vice President and Chief Financial Officer
SpectraSite Holdings, Inc.
100 Regency Forest Drive
Suite 400
Cary, North Carolina 27511
Telephone: (919) 468-0112

Any statement contained in this prospectus or in a document incorporated
in, or deemed to be incorporated by reference to, this prospectus shall be
deemed to be modified or superseded, for purposes of this prospectus, to the
extent that a statement contained in:

- the prospectus;

- the accompanying prospectus supplement; or

- any other subsequently filed document which also is incorporated in, or
is deemed to be incorporated by reference to, this prospectus;

modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

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[SPECTRASITE LOGO]
21

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered. All amounts shown are
estimates except for the Securities and Exchange Commission registration fee and
the NASD filing fee. All of these fees are being paid by SpectraSite.

Registration Fee............................................ $ 40,160
NASD Filing Fee............................................. 3,000
Legal Fees and Expenses..................................... 20,000
Accounting Fees and Expenses................................ 10,000
Printing and Engraving Fees................................. 100,000
Miscellaneous............................................... 6,840
--------
Total............................................. $180,000
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation (in its original certificate of
incorporation or amendment thereto) may eliminate or limit the personal
liability of a director (or certain persons who, pursuant to the provisions of
the certificate of incorporation, exercise or perform duties conferred or
imposed upon directors by the DGCL) to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provisions shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
the director derived an improper personal benefit. The Registrant's Certificate
of Incorporation, as amended, limits the liability of directors thereof to the
extent permitted by Section 102(b)(7) of the DGCL.

Under Section 145 of the DGCL, in general, a corporation may indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties to which they may be made parties by reason of their being or
having been directors, officers, employees or agents and shall so indemnify such
persons if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.

ITEM 16. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

2.1 Agreement and Plan of Merger, dated as of February 10, 1999,
among Nextel Communications, Inc., Tower Parent Corp., Tower
Merger Vehicle, Inc., Tower Asset Sub Inc., SpectraSite
Holdings, Inc. (the "Registrant"), SpectraSite
Communications, Inc. and SHI Merger Sub, Inc. (the "Nextel
Merger Agreement"). Incorporated by reference to the
corresponding exhibit to the registration statement on Form
S-4 of the Registrant, file no. 333-67043.
2.2 Amendment No. 1 to the Nextel Merger Agreement. Incorporated
by reference to the corresponding exhibit to the
registration statement on Form S-4 of the Registrant, file
no. 333-67043.

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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

2.3 Agreement and Plan of Merger among Westower Corporation, the
Registrant and W. Acquisition Corp., dated as of May 15,
1999. Incorporated by reference to the corresponding exhibit
to the registration statement on Form S-4 of the Registrant,
file no. 333-67043.
2.4 Merger Agreement and Plan of Reorganization, dated as of
November 24, 1999, among the Registrant, Apex Merger Sub,
Inc. and Apex Site Management Holdings, Inc. (the "Apex
Merger Agreement"). Incorporated by reference to the
corresponding exhibit to the Registrant's registration
statement on Form S-1, file no. 333-93873.
2.5 Agreement to Sublease, dated as of February 16, 2000, by and
between AirTouch Communications, Inc. and the other parties
named therein as Sublessors, California Tower, Inc. and the
Registrant. Incorporated by reference to exhibit no. 2.9 to
the Registrant's Form 10-K for the year ended December 31,
1999.
2.6 Joint Venture Shareholders' Agreement, dated as of April 13,
2000, by and among SpectraSite International, Inc., Transco
Telecommunications Asset Development Company Limited and
EVER 1267 Limited. Incorporated by reference to exhibit no.
2.2 of the Registrant's report on Form 8-K filed on April
18, 2000.
2.7 Agreement to Sublease, dated as of August 25, 2000, by and
among SBC Wireless, Inc. and certain of its affiliates, the
Registrant, and Southern Towers, Inc. Incorporated by
reference to exhibit no. 10.1 to the Registrant's Form 8-K
dated August 25, 2000 and filed August 31, 2000.
3.1 Second Amended and Restated Certificate of Incorporation of
the Registrant. Incorporated by reference to exhibit no. 3.1
to the amended registration statement on Form 8-A/A of the
Registrant, filed on December 12, 2000.
3.2 Amended Bylaws of SpectraSite Holdings, Inc. Incorporated by
reference to exhibit no. 3.8 to the registration statement
on Form S-1 of the Registrant, file no. 333-93873.
4.1 Indenture, dated as of June 26, 1998, between the Registrant
and United States Trust Company of New York, as trustee.
Incorporated by reference to the corresponding exhibit to
the registration statement on Form S-4 of the Registrant,
file no. 333-67043.
4.2 First Supplemental Indenture, dated as of March 25, 1999,
between the Registrant and United States Trust Company of
New York, as trustee. Incorporated by reference to the
corresponding exhibit to the registration statement on Form
S-4 of the Registrant, file no. 333-67043.
4.3 Second Supplemental Indenture, dated as of June 6, 2000,
between the Registrant and United States Trust Company of
New York, as trustee. Incorporated by reference to exhibit
no. 4.1 of the Registrant's report on Form 8-K, dated June
6, 2000 and filed June 21, 2000.
4.4 Indenture, dated as of April 20, 1999, between the
Registrant and United States Trust Company of New York, as
trustee. Incorporated by reference to exhibit no. 4.3 to the
registration statement on Form S-4 of the Registrant, file
no. 333-67043.
4.5 Indenture, dated as of March 15, 2000, between the
Registrant and United States Trust Company of New York, as
trustee. (10 3/4% senior notes) Incorporated by reference to
exhibit no. 4.4 of the registration statement on Form S-4 of
the Registrant, file no. 333-35094.
4.6 Indenture, dated as of March 15, 2000, between the
Registrant and United States Trust Company of New York, as
trustee. (12 7/8% senior notes) Incorporated by reference to
exhibit no. 4.5 of the Registrant's registration statement
on Form S-4, file no. 333-35094.
4.7 Indenture, dated as of November 20, 2000, between
SpectraSite Holdings, Inc. and United States Trust Company
of New York, as trustee. Incorporated by reference to
exhibit 4.1 of the Registrant's report on Form 8-K, dated
November 20, 2000 and filed November 22, 2000.
4.8 Second Amended and Restated Registration Rights Agreement,
dated as of April 20, 1999. Incorporated by reference to
exhibit no. 10.5 to the registration statement on Form S-4
of the Registrant, file no. 333-67043.
4.9 Joinder Agreement to SpectraSite Restated Registration
Rights Agreement, dated January 5, 2000. Incorporated by
reference to exhibit no. 10.36 to the Registrant's
registration statement on Form S-1, file no. 333-93873.

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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

4.10 Consent and Agreement to SBCW Registration Rights and
Amendment to Second Amended and Restated Registration Rights
Agreement. Incorporated by reference to exhibit 4.10 to the
amended registration statement on Form 8-A/A of the
Registrant, filed on December 12, 2000.
4.11 Registration Rights Agreement, dated as of November 20,
2000, among SpectraSite Holdings, Inc. and Trimaran Fund II,
L.L.C., Trimaran Capital, L.L.C., Trimaran Parallel Fund II,
L.P., CIBC Employee Private Equity Fund (Trimaran) Partners
and CIBC World Markets Ireland Limited. Incorporated by
reference to exhibit 4.4 of the Registrant's report on Form
8-K, dated November 20, 2000 and filed November 22, 2000.
4.12 Joinder Agreement to the Second Amended and Restated
Registration Rights Agreement, dated as of December 14,
2000.
4.13 Third Amended and Restated Stockholders' Agreement, dated as
of April 20, 1999. Incorporated by reference to exhibit no.
10.6 to the registration statement on Form S-4 of the
Registrant, file no. 333-67043.
4.14 Amendment No. 1 to the Third Amended and Restated
Stockholders' Agreement, dated as of November 20, 2000.
Incorporated by reference to exhibit 4.6 of the Registrant's
report on Form 8-K, dated November 20, 2000 and filed
November 22, 2000.
4.15 Amendment No. 2 to the Third Amended and Restated
Stockholders' Agreement, dated as of December 14, 2000.
4.16 Warrant Agreement, dated as of November 20, 2000, between
SpectraSite Holdings, Inc. and First Union National Bank, as
Warrant Agent. Incorporated by reference to exhibit 4.5 of
the Registrant's report on Form 8-K, dated November 20, 2000
and filed November 22, 2000.
5.1 Opinion of Dow Lohnes & Albertson, PLLC.
23.1 Consent of Dow, Lohnes & Albertson, PLLC (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Moss Adams LLP.
**23.5 Consent of Lamn, Krielow, Dytrych & Co. (formerly, Lamn,
Krielow, Dytrych & Darling).
23.6 Consent of Shearer, Taylor & Co., P.A.
*24.1 Powers of Attorney.

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

* Previously filed.

** To be filed by amendment.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's certificate of
incorporation and its bylaws, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

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The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;

(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

5. That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1)or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
SpectraSite Holdings, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cary, State of North Carolina, on
December 20, 2000.

SPECTRASITE HOLDINGS, INC.

By: /s/ STEPHEN H. CLARK
------------------------------------
Stephen H. Clark
President, Chief Executive Officer
and Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ STEPHEN H. CLARK President, Chief Executive Officer December 20, 2000
- ----------------------------------- and Director (Principal Executive
STEPHEN H. CLARK Officer)

/s/ DAVID P. TOMICK Executive Vice President and Chief December 20, 2000
- ----------------------------------- Financial Officer (Principal
DAVID P. TOMICK Financial Officer)

* Executive Vice President -- Design December 20, 2000
- ----------------------------------- and Construction and Director
CALVIN J. PAYNE

/s/ DANIEL I. HUNT Vice President -- Finance and December 20, 2000
- ----------------------------------- Administration (Principal
DANIEL I. HUNT Accounting Officer)

* Chairman of the Board of Directors December 20, 2000
- -----------------------------------
LAWRENCE B. SORREL

* Director December 20, 2000
- -----------------------------------
JAMES R. MATTHEWS

* Director December 20, 2000
- -----------------------------------
THOMAS E. MCINERNEY

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SIGNATURE TITLE DATE
--------- ----- ----

* Director December 20, 2000
- -----------------------------------
TIMOTHY M. DONAHUE

* Director December 20, 2000
- -----------------------------------
MICHAEL J. PRICE

* Director December 20, 2000
- -----------------------------------
MICHAEL R. STONE

* Director December 20, 2000
- -----------------------------------
RUDOLPH E. RUPERT

* POWER OF ATTORNEY

Stephen H. Clark, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.

By: /s/ STEPHEN H. CLARK
------------------------------------
Stephen H. Clark
Attorney-In-Fact

II-6