SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 of 1934


       Date of Report (Date of earliest event reported): January 16, 2001

                           SpectraSite Holdings, Inc.
                   ------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                    Delaware
                              --------------------
         (State or other jurisdiction of incorporation or organization)



                  0-27217                             56-2027322
              -------------                       -------------------
        (Commission File Number)        (I.R.S. Employer Identification Number)

         100 Regency Forest Drive
                Suite 400
          Cary, North Carolina                         27511
    ------------------------------------           -------------
  (Address of principal executive offices)           (Zip Code)

                                 (919) 468-0112
                             -----------------------
              (Registrant's telephone number, including area code)






Item 5.           Other Events.


         On January 16, 2001,  SpectraSite  announced in a press release certain
operating statistics for the fourth quarter of 2000. A copy of the press release
is being filed as exhibit 99.1 to this report.

         On January 19,  2001,  SpectraSite  announced  in a press  release that
SpectraSite's European joint venture, SpectraSite Transco Ltd, had purchased 19%
of the share  capital  of  Paris-based  telecommunications  network  development
company  SOFRER S.A. A copy of the press  release is being filed as exhibit 99.2
to this report.

         On December 20, 2000,  SpectraSite  completed  the private  offering of
$200,000,000  aggregate principal amount at maturity of 12 1/2% senior notes due
2010,  which  we  refer  to  as  the  old  notes.  SpectraSite  entered  into  a
registration rights agreement with the initial purchaser of the old notes in the
private offering in which it agreed, among other things, to complete an exchange
offer for the old notes. On January 26, 2001,  SpectraSite commenced an offer to
exchange  the old notes for its Series B 12 1/2%  senior  notes due 2010,  which
have been registered  under the Securities Act of 1933.  SpectraSite  mailed the
exchange offer  prospectus  and the related letter of transmittal  and notice of
guaranteed  delivery  to holders  of record of the old notes as of  January  24,
2001. In order to be exchanged,  outstanding old notes must be properly tendered
and accepted.  SpectraSite  will exchange all old notes validly tendered and not
validly withdrawn.  SpectraSite will issue registered notes on or promptly after
the  expiration of the exchange  offer.  The exchange  offer will expire at 5:00
p.m., New York City time, February 26, 2001 unless SpectraSite decides to extend
the  expiration  date.  This report shall not constitute an offer to sell or the
solicitation  of an offer to buy, nor shall there be any sale of the  registered
notes in any State in which such offer,  solicitation  or sale would be unlawful
prior to  registration  or  qualification  under the securities laws of any such
State.  A  prospectus  relating  to the  exchange  offer  may be  obtained  from
SpectraSite.



Item 7.           Financial Statements and Exhibits.


         (a)      Financial statements of businesses acquired.

                           None.

         (b)      Pro forma financial information.

                           None.

         (c)      Exhibits.

                           99.1     Press release dated January 16, 2001.


                           99.2     Press release dated January 19, 2001.








                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                    SPECTRASITE HOLDINGS, INC.


         Dated:   1/26/01                        By: /s/ David P. Tomick
               ---------------                      ----------------------------
                                                        David P. Tomick
                                                        Executive Vice President
                                                        and Chief Financial
                                                        Officer