Filed pursuant to Rule 424(b)(3)
                                                              Reg. No. 333-53522

PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated February 9, 2001)

                           SPECTRASITE HOLDINGS, INC.
                    6 3/4% SENIOR CONVERTIBLE NOTES DUE 2010

         This prospectus  supplement no. 1 supplements and amends the prospectus
dated February 9, 2001,  relating to the resale of  SpectraSite's  6 3/4% senior
convertible notes due 2010 and the shares of SpectraSite common stock, par value
$.001, issuable upon conversion of the notes.

         The table and  footnotes on pages 35 through 38 of the  prospectus  set
forth information with respect to the selling holders and the respective amounts
of convertible notes held and shares of common stock  beneficially owned by each
selling holder that may be offered  pursuant to the prospectus,  as supplemented
and amended.  This prospectus  supplement  amends the table in the prospectus by
adding Arpessio Fund, LP, Deutsche Banc  Alex.Brown,  Investcorp - SAM Fund Ltd.
and  Rhapsody  Fund,  LP as selling  holders and by  replacing  the  information
contained in the table for CIBC World  Markets  Corp.  and for the category "Any
other holder of notes or future transferee,  pledgee,  donee or successor of any
holder" with the corresponding information set forth below.

                                                                                         

                                                                        Shares of
                                                                         Common
                                             Principal    Principal       Stock      Shares of     Shares of
                                              Amount      Amount of   Beneficially    Common     Common Stock
                                             of Notes    Notes Owned      Owned        Stock     Beneficially
                                             Owned and    After the     Prior to      Offered     Owned After
         Selling Securityholders              Offered     Offering      Offering      Hereby     the Offering
---------------------------------------       -------     --------      ---------     -------    -------------
Arpessio Fund, LP......................    $   400,000      none          18,551       18,551           none
CIBC World Markets Corp. ..............     18,050,000      none      10,837,102      837,102     10,000,000
Deutsche Banc Alex.Brown(1)............     12,867,000      none       2,684,861      596,731      2,088,130
Investcorp - SAM Fund Ltd..............      1,400,000      none          64,928       64,928           none
Rhapsody Fund, LP......................      1,700,000      none          78,841       78,841           none

Any other holder of notes or future
  transferee, pledgee, donee or
  successor of any holder .............     12,430,000      none         576,464      546,464           none
----------

(1)   Deutsche Banc  Alex.Brown  was a co-lead  underwriter of our public common
      stock  offering in July 2000 and a co-manager  of our public  common stock
      offering in February  2000.  Deutsche Banc was also a placement  agent for
      our 127/8 % senior  discount  notes due 2010 and our 10 3/4% senior  notes
      due 2010.

         The  prospectus,  together  with  this  prospectus  supplement  no.  1,
constitutes  the  prospectus  required to be  delivered  by Section  5(b) of the
Securities  Act of 1933,  as  amended,  with  respect to offers and sales of the
convertible  notes  and  the  common  stock  issuable  upon  conversion  of  the
convertible  notes.  All references in the prospectus to "this  prospectus"  are
amended to read "this prospectus, as supplemented and amended."

         Prospective  investors should carefully review "Risk Factors" beginning
on page 5 of the  prospectus for a discussion of risks that should be considered
when investing in the notes or our common stock.

         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  or  any  accompanying   prospectus
supplement. Any representation to the contrary is a criminal offense.

          The date of this prospectus supplement is February 20, 2001.






    The  following  table sets  forth,  as of  February  19,  2001,  information
regarding  the  beneficial  ownership  of the notes and our common  stock by the
selling  holders.  The  information  is based on  information  provided by or on
behalf of the selling holders through February 19, 2001.


                                                                        Shares of
                                                                         Common
                                             Principal    Principal       Stock      Shares of     Shares of
                                              Amount      Amount of   Beneficially    Common     Common Stock
                                             of Notes    Notes Owned      Owned        Stock     Beneficially
                                             Owned and    After the     Prior to      Offered     Owned After
         Selling Securityholders            Offered(1)   Offering(2)    Offering   Hereby(3)(4) the Offering(2)
---------------------------------------     ----------   -----------    ---------  ------------ ---------------
AIG SoundShore Opportunity Holding Fund
  Ltd. (5).............................    $ 5,000,000      none         231,885      231,885          none
AIG SoundShore Strategic Holding Fund
  Ltd. (6).............................      5,000,000      none         231,885      231,885          none
Allstate Insurance Company.............        625,000      none          28,986       28,986          none
Allstate Life Insurance Company........         75,000      none           3,479        3,479          none
Alpine Associates......................      5,600,000      none         259,711      259,711          none
Alpine Partners, L.P...................        900,000      none          41,740       41,740          none
Amaranth Securities L.L.C..............      7,700,000      none         357,102      357,102          none
Arpessio Fund, LP......................        400,000      none          18,551       18,551          none
BTESC..................................      1,500,000      none          69,566       69,566          none
BTOPO Growth vs Value..................      3,000,000      none         139,131      139,131          none
Bank America Pension Plan..............      4,000,000      none         185,508      185,508          none
CIBC World Markets Corporation (7).....     18,050,000      none      10,837,102      837,102    10,000,000
Castle Convertibles Fund, Inc..........      1,250,000      none          57,972       57,972          none
Deephaven Domestic Convertible Trading
  Ltd. (8).............................      3,000,000      none         139,131      139,131          none
Deeprock & Co..........................      2,500,000      none         115,943      115,943          none
Deutsche Banc Alex.Brown (9)...........     12,867,000      none       2,684,861      596,731     2,088,130
DIA High Yield Bond Fund (10)..........        250,000      none          11,595       11,595          none
Duckbill & Co..........................      2,000,000      none          92,754       92,754          none
Eaton Vance High Income Portfolio
  (11).................................      2,860,000      none         132,638      132,638          none
Eaton Vance Income Fund of Boston
  (12).................................      1,540,000      none          71,421       71,421          none
Fidelity Advisor Aggressive Growth
  Fund.................................        430,000      none          19,943       19,943          none
General Motors Welfare Benefit Trust
  (L-T Veba)...........................      2,000,000      none          92,754       92,754          none
General Motors Welfare Benefit Trust
  (ST-Veba)............................      2,000,000      none          92,754       92,754          none
Global Bermuda Limited Partnership.....      2,180,000      none         101,102      101,102          none
Hallmark Master Trust High Yield (13)..        250,000      none          11,595       11,595          none
Investcorp - SAM Fund Ltd..............      1,400,000      none          64,928       64,928          none
JMG Capital Partners, LP...............      3,500,000      none         162,319      162,319          none
JMG Triton Offshore Fund, Ltd..........      3,500,000      none         162,319      162,319          none
KBC Financial Products USA.............      2,100,000      none          97,392       97,392          none
Lakeshore International Ltd............      4,100,000      none         190,145      190,145          none
Lehman Brothers Inc. (14)..............      1,000,000      none          46,377       46,377          none
Lipper Convertibles, L.P...............     11,367,000      none         527,166      527,166          none
Lipper Convertibles Series II, L.P.....      2,000,000      none          92,754       92,754          none
Lipper Offshore Convertibles, L.P......      2,000,000      none          92,754       92,754          none
Lipper Offshore Convertibles, L.P. #2..      1,000,000      none          46,377       46,377          none
Merced Partners Limited Partnership....      5,000,000      none         231,885      231,885          none
Morgan Stanley & Co. Incorporated
  (15).................................     20,000,000      none       8,474,922      927,537     7,547,385
Nomura Securities International,
  Inc..................................      1,000,000      none          46,377       46,377          none
Paloma Securities LLC..................      8,000,000      none         375,015      371,015         4,000
Peoples Benefit Life Insurance
  Company..............................      4,000,000      none         185,508      185,508          none
Peoples Benefit Life Insurance Company
  TEAMSTERS............................      6,000,000      none         278,261      278,261          none
Retail Clerks Pension Trust............      2,500,000      none         115,943      115,943          none
Retail Clerks Pension Trust #2.........      1,500,000      none          69,566       69,566          none
Rhapsody Fund, LP......................      1,700,000      none          78,841       78,841          none
St. Albans Partners Ltd................      4,000,000      none         185,508      185,508          none
TIAA-CREF Mutual Funds
  F/B/O its High Yield Bond Fund (16)..        250,000      none          11,595       11,595          none
TQA Master Plus Fund, LTD..............        500,000      none          23,189       23,189          none
TQA Master Fund, LTD...................      2,000,000      none          92,754       92,754          none
Teachers Insurance and Annuity

                                        1


                                                                          Shares of
                                                                           Common
                                               Principal    Principal       Stock      Shares of     Shares of
                                                Amount      Amount of   Beneficially    Common     Common Stock
                                               of Notes    Notes Owned      Owned        Stock     Beneficially
                                               Owned and    After the     Prior to      Offered     Owned After
         Selling Securityholders              Offered(1)   Offering(2)    Offering   Hereby(3)(4) the Offering(2)
---------------------------------------      -----------  ------------  -----------  ------------ ---------------
  Association..........................      6,000,000      none         278,261      278,261          none
Thomas Weisel Partners LLC (17)........      3,550,000      none         164,638      164,638          none
UBS O'Connor LLC F/B/O
  UBS Global Equity Arbitrage
  Master Ltd...........................    $ 4,500,000      none         208,696      208,696          none
Variable Insurance Products Fund III:
  Aggressive Growth Portfolio..........         26,000      none           1,206        1,206          none
Volkswagen of America Inc.--
  Salaried Eaton Vance Mgt. (18).......        100,000      none           4,638        4,638          none
Any other holder of notes or future
  transferee, pledgee, donee or
  successor of any holder (19).........     12,430,000      none         576,464      576,464          none
----------



(1)  Assumes  that the full  amount of the notes held by the  selling  holder is
     being offered for registration hereunder.

(2)  Because the selling holders may,  pursuant to the prospectus,  offer all or
     some portion of the notes and shares they  presently  hold or, with respect
     to shares,  have the right to acquire  upon  conversion  of such notes,  we
     cannot  predict the amount or  percentage of the notes and shares that will
     be held by the  selling  holder  upon  termination  of any such  sales.  In
     addition,  the selling holders identified above may have sold,  transferred
     or  otherwise  disposed of all or a portion of their notes and shares since
     the date on which they provided the  information  regarding their notes and
     shares in  transactions  exempt from the  registration  requirements of the
     Securities  Act. See "Plan of  Distribution."  The selling holders may sell
     all, part or none of the notes or shares  listed in the table.  The amounts
     listed  in the  table  assume  that each  selling  holder  sells all of its
     convertible notes and/or shares of common stock underlying such notes.

(3)  Assumes  that the full  amount of the notes held by the  selling  holder is
     converted into shares of common stock at the  conversion  price and offered
     hereunder by such selling holder.

(4)  The conversion  price and the number of shares  issuable upon conversion of
     the notes are  subject  to  adjustment  under  certain  circumstances.  See
     "Description of  Notes--Conversion of Notes." Section 15.3 of the indenture
     governing the convertible  notes provides that if any fractional  shares of
     common stock are issuable upon conversion of the notes, Holdings may either
     pay cash in lieu of such fractional shares or round up the number of shares
     issuable  upon  conversion.  The  number  of shares  reported  in the table
     assumes  that  Holdings   rounds  up  the  number  of  shares  issued  upon
     conversion.  We  expressly  reserve  the  right  to pay  cash  in  lieu  of
     fractional  shares, and any decision as to whether pay cash or round up for
     fractional  shares will be made at the time the notes are  surrendered  for
     conversion.

(5)  AIG Soundshore  Opportunity  Holding Fund Ltd. owned 115 Holdings'  January
     2001  puts  exercisable  at  $10  and  115  Holdings'  February  2001  puts
     exercisable at $10 prior to the offering.

(6)  AIG Soundshore Strategic Holding Fund Ltd. owned 115 Holdings' January 2001
     puts exercisable at $10 and 115 Holdings' February 2001 puts exercisable at
     $10 prior to the offering.

(7)   CIBC World Markets is a subsidiary of Canadian  Imperial Bank of Commerce.
      Of the  10,347,827  shares  reported as  beneficially  owned by CIBC World
      Markets,  10,000,000  are held by affiliates of Canadian  Imperial Bank of
      Commerce.  CIBC World Markets was an initial  purchaser or placement agent
      for our 12% senior  discount notes due 2008,  our 11 1/4% senior  discount
      notes due 2009,  our 12 7/8% senior  discount  notes due 2010, our 10 3/4%
      senior  notes due 2010 and our 12 1/2% senior  notes due 2010.  CIBC World
      Markets was also a  co-manager  of our public  common  stock  offerings in
      February 2000 and July 2000.  In addition,  CIBC World Markets is an agent
      and a  lender  under  our  existing  credit  facility  and has  given us a
      commitment  in  connection  with the  anticipated  increase  of our credit
      facility of $1.2 billion.  CIBC World Markets and its affiliates  received
      customary fees for these services.  The Trimaran group purchased 4,000,000
      shares of our common stock in a private  placement at a purchase  price of
      $18.75 per share and  received  warrants to purchase  1,500,000  shares of
      common  stock at exercise  prices  ranging from $21.56 per share to $28.00

                                       2


      per share.  Certain investors in the Trimaran group are affiliates of CIBC
      World  Markets.  Andrew R.  Heyer is a  Managing  Director  of CIBC  World
      Markets and a managing  member of Trimaran Fund  Management,  L.L.C.,  the
      investment  advisor to Trimaran  Fund II L.L.C.  Mr. Heyer was a member of
      Holdings'  board of directors  from April 1999 until  November  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.

(8)  Deephaven  Domestic  Convertible  Trading Ltd. owned  $2,000,000  aggregate
     principal  amount of Holdings' 12 1/2% senior discount notes due 2010 prior
     to the offering.

(9)  Deutsche Banc  Alex.Brown  was a co-lead  underwriter  of our public common
     stock  offering in July 2000 and a  co-manager  of our public  common stock
     offering in February 2000. Deutsche Banc was also a placement agent for our
     127/8 % senior  discount  notes due 2010 and our 10 3/4%  senior  notes due
     2010.

(10) DIA High Yield Bond Fund owned  $2,750,000  aggregate  principal  amount of
     Holdings' 11 1/4% senior discount notes due 2009 prior to the offering.

(11) Eaton Vance High Income  Portfolio  owned  $5,360,000  aggregate  principal
     amount of  Holdings'  12%  senior  discount  notes  due  2008,  $25,500,000
     aggregate  principal  amount of Holdings' 11 1/4% senior discount notes due
     2009 and $3,870,000  aggregate principal amount of Holdings' 12 7/8% senior
     discount notes due 2010 prior to the offering.

(12) Eaton Vance  Income Fund of Boston  owned  $1,150,000  aggregate  principal
     amount of  Holdings'  12%  senior  discount  notes  due  2008,  $12,235,000
     aggregate  principal  amount of Holdings' 11 1/4% senior discount notes due
     2009 and $4,080,000  aggregate principal amount of Holdings' 12 7/8% senior
     discount notes due 2010 prior to the offering.

(13) Hallmark Master Trust High Yield owned  $1,550,000 of SpectraSite's 11 1/4%
     senior discount notes due 2009 prior to the offering.

(14) Lehman  Brothers Inc. was an initial  purchaser of our 12% senior  discount
     notes due 2008 and a co-manager  of our public  common  stock  offerings in
     February 2000 and July 2000.

(15) Morgan  Stanley  &  Co.  Incorporated  was  the  placement  agent  for  the
     convertible  notes.  Morgan Stanley & Co.  Incorporated was also an initial
     purchaser  or  placement  agent for our 11 1/4% senior  discount  notes due
     2009,  our 12 7/8%  senior  discount  notes due 2010 and our 10 3/4% senior
     notes due 2010 and was  co-lead  underwriter  of our  public  common  stock
     offerings in February 2000 and July 2000.

(16) TIAA-CREF  Mutual  Funds  F/B/O its High  Yield  Bond Fund  owned  $250,000
     aggregate  principal  amount of Holdings' 12 1/2% senior discount notes due
     2010 prior to the offering.

(17) Thomas  Weisel  Partners  LLC was a co-manager  of our public  common stock
     offering in July 2000.

(18) Volkswagen  of America  Inc.--Salaried  Eaton Vance Mgt.  owned  $15,000 of
     Holdings' 111/4% Senior Discount Notes due 2009 prior to the offering.

(19) We may from time to time include additional selling holders and information
     about such selling holders' plans of distribution in future  supplements to
     the prospectus,  if required.  The amounts provided assume that any holders
     of the notes, or any future transferees,  pledgees, donees or successors of
     or from any such other holders of notes, do not beneficially own any common
     stock other than the common stock issuable upon  conversion of the notes at
     the conversion rate.

                                       3