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): July 12, 2002


                           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)



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ITEM 5.           OTHER EVENTS.
                  ------------

         On July 12, 2002, SpectraSite Holdings Inc. (the "Company") issued a
press release announcing the expiration of its tender offers to purchase a
portion of the Company's outstanding 10.75% Senior Notes due 2010, 12.50% Senior
Notes due 2010, 12.00% Senior Discount Notes due 2008, 11.25% Senior Discount
Notes due 2009 and 12.875% Senior Discount Notes due 2010 (collectively, the
"Notes") and the termination of its private offers to bondholders that are
"Qualified Institutional Buyers" to exchange a portion of the Notes for up to
$75 million of new convertible notes to be issued by the Company and SpectraSite
Intermediate Holdings, LLC, its wholly owned subsidiary.

         In addition, the Funding Agreement with Welsh, Carson, Anderson & Stowe
has been terminated to reflect the expiration of the offers.

         A copy of the press release and the Joint Termination of Funding
Agreement between the Company and Welsh, Carson are attached to this Report as
exhibits and are incorporated herein by reference.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.
                  ---------------------------------

         (a)      Financial statements of businesses acquired.

         None.

         (b)      Pro forma financial information.

         None.

         (c)      Exhibits.

         10.1     Joint Termination of Funding Agreement, dated July 12, 2002,
                  by and among the Registrant, SpectraSite Intermediate
                  Holdings, LLC and the Purchasers (as defined therein).

         99.1     Press Release dated July 12, 2002.




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                                   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:     July 16, 2002           BY:  /s/ Daniel I. Hunt
                                        ---------------------------------------
                                                Daniel I. Hunt
                                                Vice President and
                                                Principal Accounting
                                                Officer




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EXHIBIT INDEX
-------------

         10.1     Joint Termination of Funding Agreement, dated July 12, 2002,
                  by and among the Registrant, SpectraSite Intermediate
                  Holdings, LLC and the Purchasers (as defined therein).

         99.1     Press Release dated July 12, 2002.