PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus dated February 9, 2001)

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

         This prospectus  supplement no. 3 supplements and amends the prospectus
dated  February 9, 2001, as  supplemented  by prospectus  supplement no. 1 dated
February  20, 2001 and  prospectus  no. 2 dated  March 7, 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
(i) adding Spear, Leeds & Kellogg,  First Union  International  Capital Markets,
Alta Partners  Holdings,  LDC, KBC Cayman and Quattro  Fund,  LLC, (ii) removing
CIBC World Markets Corp. and Fidelity Advisor  Aggressive  Growth Fund and (iii)
replacing  the  information  contained  in the  table for  Morgan  Stanley & Co.
Incorporated  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
---------------------------------------     ----------  ------------  ------------  ----------  ----------------
Alta Partners Holdings, LDC(1) ........    $ 8,000,000      none         371,015      371,015          none
First Union International Capital Markets   10,000,000      none         463,769      463,769          none
KBC Cayman.............................      1,500,000      none          69,566       69,566          none
Morgan Stanley & Co. Incorporated......     10,251,000      none       8,022,794      475,409     7,547,385
Quattro Fund, LLC......................      3,500,000      none         162,319      162,319          none
Spear, Leeds & Kellogg.................      1,500,000      none          69,566       69,566          none
Any other holder of notes or future
  transferee, pledgee, donee or
  successor of any holder..............     12,159,000      none         563,896      563,896          none



(1)  Alta Partners Holdings, LDC sold 284,100 shares of SpectraSite common stock
     short.

         The  prospectus,  together  with  this  prospectus  supplement  no.  3,
prospectus  supplement no. 2 and 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.

         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 March 15, 2001.






    The following table sets forth, as of March 15, 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 March 15, 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
Alta Partners Holdings, LDC (7)........      8,000,000      none         655,115      371,015       284,100
Amaranth Securities L.L.C..............      7,700,000      none         357,102      357,102          none
Arpeggio 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
Castle Convertibles Fund, Inc..........      1,250,000      none          57,972       57,972          none
DEAM Convertible Arbitrage Fund .......      2,000,000      none          92,754       92,754          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       2,683,863      596,731     2,087,132
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
First Union International Capital Markets   10,000,000      none         463,769      463,769          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 Cayman.............................      1,500,000      none          69,566       69,566          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
Lancer Securities Cayman LTD...........      1,000,000      none          46,377       46,377          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).     10,251,000      none       8,022,794      475,409     7,547,385
Nomura Securities International,
  Inc..................................      1,000,000      none          46,377       46,377          none
Palladin Securities Cayman LLC.........        500,000      none          23,189       23,189          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
PGEP III LLC...........................        500,000      none          23,189       23,189          none
Quattro Fund, LLC......................      3,500,000      none         162,319      162,319          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
Spear, Leeds & Kellogg.................      1,500,000      none          69,566       69,566          none
                                       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)
---------------------------------------    -----------  ------------  -----------  ------------ ---------------
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
  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).........     12,159,000      none         563,896      563,896          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)  Alta Partners  Holdings,  LDC sold  284,100  shares of SpectraSite  common
     stock short.

(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.

                                       2


(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
     12 7/8 % 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' 11 1/4% 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