Amendment No. 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 4*

Crown Castle International Corp.
(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

228227104
(CUSIP Number)

SPO Partners & Co.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600

with a copy to:

Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, CA 90067
(310) 712-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 4, 2003
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_]

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


Page 2 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
SPO Partners II, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  18,457,663(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  18,457,663(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
18,457,663(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  8.6%
 
14 Type of Reporting Person:  PN
 

(1)   Power is exercised through its sole general partner, SPO Advisory Partners, L.P.


Page 3 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
SPO Advisory Partners, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  18,457,663(1)(2)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  18,457,663(1)(2)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
18,457,663(1)(2)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  8.6%
 
14 Type of Reporting Person:  PN
 

(1)   Solely in its capacity as the sole general partner of SPO Partners II, L.P.

(2)   Power is exercised through its corporate general partner, SPO Advisory Corp.


Page 4 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
San Francisco Partners, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  2,717,300(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  2,717,300(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
2,717,300(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  1.3%
 
14 Type of Reporting Person:  PN
 

(1)   Power is exercised through its sole general partner, SF Advisory Partners, L.P.


Page 5 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
SF Advisory Partners, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  2,717,300(1)(2)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  2,717,300(1)(2)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
2,717,300(1)(2)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  1.3%
 
14 Type of Reporting Person:  PN
 

(1)   Solely in its capacity as the sole general partner of San Francisco Partners, L.P.

(2)   Power is exercised through its corporate general partner, SPO Advisory Corp.


Page 6 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
SPO Advisory Corp.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  21,174,963(1)(2)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  21,174,963(1)(2)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
21,174,963(1)(2)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  9.9%
 
14 Type of Reporting Person:  CO
 

(1)   Solely in its capacity as the general partner of SPO Advisory Partners, L.P. with respect to 18,457,663 of such shares; and solely in its capacity as the general partner of SF Advisory Partners, L.P. with respect to 2,717,300 of such shares.

(2)   Power is exercised through its three controlling persons, John H. Scully, William E. Oberndorf and William J. Patterson.


Page 7 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Cranberry Lake Partners, L.P.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  339,800(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  339,800(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
339,800(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0.2%
 
14 Type of Reporting Person:  PN
 

(1)   Power is exercised through its sole general partner, the John and Irene Scully Trust, dated May 30, 1994, for which John H. Scully and Irene S. Scully are the trustees.


Page 8 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Oberndorf Foundation
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  400,000(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  400,000(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
400,000(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0.2%
 
14 Type of Reporting Person:  PN
 

(1)   Power is exercised through its two directors: William E. Oberndorf and Susan C. Oberndorf.


Page 9 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
The John and Irene Scully Trust, dated May 30, 1994
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF and OO
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  1,002,200(1)(2)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  1,002,200(1)(2)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
1,002,200(1)(2)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:   0.5%
 
14 Type of Reporting Person:  OO
 

(1)   Solely in its capacity as the sole general partner of Cranberry Lake Partners, L.P. with respect to 339,800 of such shares and directly with respect to 662,400 of such shares.

(2)   Power is exercised through its trustees, John H. Scully and Irene S. Scully.


Page 10 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Phoebe Snow Foundation, Inc.
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  2,524,200(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  2,524,200(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
2,524,200(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  1.2%
 
14 Type of Reporting Person:  CO
 

(1)   Power is exercised through its controlling person, sole director and executive officer, John H. Scully.


Page 11 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
John H. Scully
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF and Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  3,107,800(1)
 
8 Shared Voting Power:  22,177,163(2)
 
9 Sole Dispositive Power:  3,107,800(1)
 
10 Shared Dispositive Power:  22,177,163(2)
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
25,284,963(1)(2)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  11.8%
 
14 Type of Reporting Person:  IN
 

(1)   583,600 of such shares are held in the John H. Scully Individual Retirement Accounts, which are self-directed, and 2,524,200 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as controlling person, sole director and executive officer of Phoebe Snow Foundation, Inc.

(2)   Of these, 21,174,963 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp., 339,800 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as a trustee for the general partner of Cranberry Lake Partners, L.P., and 662,400 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as a trustee for The John and Irene Scully Trust, dated May 30, 1994.


Page 12 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
William E. Oberndorf
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF and Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  1,425,000(1)
 
8 Shared Voting Power:  21,724,963(2)
 
9 Sole Dispositive Power:  1,425,000(1)
 
10 Shared Dispositive Power:  21,724,963(2)
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
23,149,963(1)(2)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  10.8%
 
14 Type of Reporting Person:  IN
 

(1)   1,025,000 of such shares are held in William E. Oberndorf's Individual Retirement Accounts, which are self-directed, 350,000 of such shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as sole general partner of Oberndorf Family Partners, a family partnership, and 50,000 of such shares are owned by Mr. Oberndorf's minor children who share his household.

(2)   Of these shares, 21,174,963 shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of three controlling persons of SPO Advisory Corp., 400,000 shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of the directors of Oberndorf Foundation, a family foundation, and 150,000 shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as a trustee for a trust for the benefit of himself and his wife, Susan C. Oberndorf.


Page 13 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
William J. Patterson
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF and Not Applicable
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  15,000
 
8 Shared Voting Power:  21,174,963
 
9 Sole Dispositive Power:  15,000
 
10 Shared Dispositive Power:  21,174,963
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
21,189,963(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  9.9%
 
14 Type of Reporting Person:  IN
 

(1)   21,174,963 of these shares may be deemed to be beneficially owned by Mr. Patterson solely in his capacity as one of three controlling persons of SPO Advisory Corp and 15,000 of these shares are owned by him directly.


Page 14 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
David M. Kashen
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  11,200
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  11,200
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
11,200
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  **0.1%
 
14 Type of Reporting Person:  IN
 

** Denotes less than.


Page 15 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Edward H. McDermott
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  5,500
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  5,500
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
5,500
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  **0.1%
 
14 Type of Reporting Person:  IN
 

** Denotes less than.


Page 16 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Kurt C. Mobley
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  100,000(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  100,000(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
100,000(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  **0.1%
 
14 Type of Reporting Person:  IN
 

** Denotes less than.

(1)   Includes 20,000 shares beneficially owned solely in his capacity as the sole general partner of Cannonball Creek L.P., a family partnership, and 30,000 shares held in his individual retirement account.


Page 17 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Brian Scully
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  3,400
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  3,400
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
3,400
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  **0.1%
 
14 Type of Reporting Person:  IN
 

** Denotes less than.


Page 18 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Vincent Scully
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  3,400
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  3,400
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
3,400
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  **0.1%
 
14 Type of Reporting Person:  IN
 

** Denotes less than.


Page 19 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Betty Jane Weimer
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  18,000
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  18,000
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
18,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  **0.1%
 
14 Type of Reporting Person:  IN
 

** Denotes less than.


Page 20 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Michael B. Yuen
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: PF
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  65,000
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  65,000
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
65,000
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  **0.1%
 
14 Type of Reporting Person:  IN
 

** Denotes less than.


Page 21 of 30

CUSIP No. 228227104
 
1 Name of Reporting Person:
Oberndorf Family Partners
2 Check the Appropriate Box if a Member of a Group: (a) [   ]
(b) [X]
3 SEC Use Only
  
4 Source of Funds: WC
 
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):		 [   ]
6 Citizenship or Place of Organization:  California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 		7 Sole Voting Power:  350,000(1)
 
8 Shared Voting Power:  -0-
 
9 Sole Dispositive Power:  350,000(1)
 
10 Shared Dispositive Power:  -0-
 
11 Aggregate Amount Beneficially Owned by Each Reporting Person:
350,000(1)
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares: [   ]
13 Percent of Class Represented by Amount in Row 11:  0.2%
 
14 Type of Reporting Person:  PN
 

(1)   Power is exercised through its sole general partner, William E. Oberndorf.


Page 22 of 30

            This Amendment No. 4 amends the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (“SEC”) on August 5, 2002, as amended on August 13, 2002, February 13, 2003 and February 20, 2003. Unless otherwise stated herein, the Original 13D, as previously amended, remains in full force and effect. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original 13D, as amended.

Item 3. Source and Amount of Funds or Other Consideration.

                Item 3 is hereby amended and restated in its entirety as follows:

                The source and amount of the funds used or to be used by the Reporting Persons to purchase the Shares are as follows:

Name
Source of Funds
Amount of Funds
SPO
Contributions from Partners
$69,226,122.39(2)
SPO Advisory Partners
Not Applicable
Not Applicable
SFP
Contributions from Partners
$10,330,122.51
SPO Advisory Partners
Not Applicable
Not Applicable
SPO Advisory Corp.
Not Applicable
Not Applicable
CLP
Contributions from Partners
$4,450,959.08(3)
O Foundation
Contributions from Shareholders
$1,760,375.00
Scully Trust
  
 Personal Funds(1)
  
 $8,716,901.96(4)
  
PS Foundation
Contributions from Shareholders
$9,527,534.48
JHS
Personal Funds(1)
$2,017,007.24
WEO
Personal Funds(1)
$4,926,692.50
WJP
Personal Funds(1)
$58,140.00
DMK
Personal Funds(1)
$42,872.50
EHM
Personal Funds(1)
$30,104.80
KCM
Personal Funds(1)
$225,690.00
BS
Personal Funds(1)
$29,196.48
VS
Personal Funds(1)
$29,196.48
BJW
Personal Funds(1)
$60,300.00
MBY
Personal Funds(1)
$191,130.00
OFP
Contributions from Partners
$1,410,500

(1) As used herein, the term “Personal Funds” includes sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specific purpose of acquiring, holding, trading or voting the Shares.

(2) Net of proceeds of $1,888,230.04.

(3) Net of proceeds of $1,882,013.44.

(4) Net of proceeds of $3,596,975.04.

Page 23 of 30


Item 5. Interest in Securities of the Issuer.

                Item 5 is hereby amended and restated in its entirety as follows:

              (a) Percentage interest calculations for each Reporting Person are based upon the Issuer having 214,047,006 total outstanding shares of Common Stock, as reported on the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 14, 2002.

                SPO

              The aggregate number of Shares that SPO owns beneficially, pursuant to Rule 13d-3 of the Act, is 18,457,663 Shares, which constitutes approximately 8.6% of the outstanding Shares.

                SPO Advisory Partners

              Because of its position as the sole general partner of SPO, SPO Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 18,457,663 Shares, which constitutes approximately 8.6% of the outstanding Shares.

                SFP

              The aggregate number of Shares that SFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,717,300 Shares, which constitutes approximately 1.3% of the outstanding Shares.

                SF Advisory Partners

              Because of its position as the sole general partner of SFP, SF Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,717,300 Shares, which constitutes approximately 1.3% of the outstanding Shares.

                SPO Advisory Corp.

              Because of its positions as the general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 21,174,963 Shares in the aggregate, which constitutes approximately 9.9% of the outstanding Shares.

                CLP

              The aggregate number of Shares that CLP owns beneficially, pursuant to Rule 13d-3 of the Act, is 339,800 Shares, which constitutes approximately 0.2% of the outstanding Shares.

                O Foundation

              The aggregate number of Shares that O Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 400,000 Shares, which constitutes approximately 0.2% of the outstanding Shares.

                Scully Trust

              Individually, and because of its position as the sole general partner of of CLP, Scully Trust may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,002,200 Shares, which constitutes approximately 0.5% of the outstanding Shares.

                PS Foundation

              The aggregate number of Shares that PS Foundation owns beneficially, pursuant to Rule 13d-3 of the Act, is 2,524,200 Shares, which constitutes approximately 1.2% of the outstanding Shares.

                JHS

              Individually, and because of his positions as a control person of SPO Advisory Corp., trustee for Scully Trust, which serves as the sole general partner of CLP, and controlling person, sole director and officer of PS Foundation, JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 25,284,963 Shares, which constitutes approximately 11.8% of the outstanding Shares.

Page 24 of 30


                WEO

              Individually, and because of his positions as a control person of SPO Advisory Corp. and O Foundation, sole general partner of Oberndorf Family Partners, and trustee of the William and Susan Oberndorf Trust, dated 10/15/98, WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 23,149,963 Shares in the aggregate, which constitutes approximately 10.8% of the outstanding Shares.

                WJP

              Individually and because of his position as a control person of SPO Advisory Corp., WJP may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 21,189,963 Shares in the aggregate, which constitutes approximately 9.9% of the outstanding Shares.

                DMK

              The aggregate number of Shares that DMK owns beneficially, pursuant to Rule 13d-3 of the Act, is 11,200 Shares, which constitutes less than 0.1% of the outstanding Shares.

                EHM

              The aggregate number of shares that EHM owns beneficially, pursuant to Rule 13d-3 of the Act, is 5,500 Shares, which constitutes less than 0.1% of the outstanding Shares.

                KCM

              The aggregate number of shares that KCM owns beneficially, pursuant to Rule 13d-3 of the Act, is 100,000 Shares, which constitutes less than 0.1% of the outstanding Shares.

                BS

              The aggregate number of shares that BS owns beneficially, pursuant to Rule 13d-3 of the Act, is 3,400 Shares, which constitutes less than 0.1% of the outstanding Shares.

                VS

              The aggregate number of shares that VS owns beneficially, pursuant to Rule 13d-3 of the Act, is 3,400 Shares, which constitutes less than 0.1% of the outstanding Shares.

                BJW

              The aggregate number of shares that BJW owns beneficially, pursuant to Rule 13d-3 of the Act, is 18,000 Shares, which constitutes less than 0.1% of the outstanding Shares.

                MBY

              The aggregate number of shares that MBY owns beneficially, pursuant to Rule 13d-3 of the Act, is 65,000 Shares, which constitutes less than 0.1% of the outstanding Shares.

                OFP

              The aggregate number of shares that OFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 350,000, which constitutes approximately 0.2% of the outstanding Shares.

              To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 hereof is the beneficial owner of any Shares.

                (b)

                SPO

              Acting through its sole general partner, SPO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 18,457,663 Shares.

Page 25 of 30


                SPO Advisory Partners

              Acting through its general partner and in its capacity as the sole general partner of SPO, SPO Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 18,457,663 Shares.

                SFP

              Acting through its sole general partner, SFP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,717,300 Shares.

                SF Advisory Partners

              Acting through its general partner and in its capacity as the sole general partner of SFP, SF Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,717,300 Shares.

                SPO Advisory Corp.

              Acting through its controlling persons and in its capacities as the general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 21,174,963 Shares in the aggregate.

                CLP

              Acting through its sole general partner, CLP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 339,800 Shares.

                O Foundation

              Acting through its controlling persons, O Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 400,000 Shares.

                Scully Trust

              Acting through its trustees and in its capacity as the sole general partner of CLP, Scully Trust has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 339,800 Shares in the aggregate. Acting through its trustees, Scully Trust has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 662,400 Shares in the aggregate.

                PS Foundation

              Acting through its controlling person, PS Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,524,200 Shares.

                JHS

              As one of three controlling persons of SPO Advisory Corp., which is the general partner of each of SPO Advisory Partners and SF Advisory Partners, JHS may be deemed to have shared power with WEO and WJP to vote or to direct the vote and to dispose or to direct the disposition of 21,174,963 Shares held by SPO and SFP in the aggregate. Because of his positions as a trustee for Scully Trust, which serves as the sole general partner of CLP, JHS may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of 1,002,200 Shares held by CLP and Scully Trust in the aggregate. JHS has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 583,600 Shares held in the John H. Scully Individual Retirement Account, a self-directed individual retirement account, and 2,524,200 shares held by the PS Foundation, for which JHS is the controlling person, sole director and officer.

                WEO

              As one of three controlling persons of SPO Advisory Corp., which is the general partner of each of SPO Advisory Partners and SF Advisory Partners, WEO may be deemed to have shared power with JHS and WJP to vote or to direct the vote and to dispose or to direct the disposition of 21,174,963 Shares held by SPO and SFP in the aggregate. WEO may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of 150,000 Shares held in the William and Susan Oberndorf Trust, dated 10/15/98 and 400,000 Shares held by O Foundation. Individually, and because of his position as the sole general partner of OFP, a family partnership, WEO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 350,000 shares held by OFP, 1,025,000 Shares held in Mr. Oberndorf’s Individual Retirement Accounts, which are self directed, and 50,000 Shares owned by his minor children.

Page 26 of 30


                WJP

              As one of three controlling persons of SPO Advisory Corp., which is the general partner of each of SPO Advisory Partners and SF Advisory Partners, WJP may be deemed to have shared power with JHS and WEO to vote or to direct the vote and to dispose or to direct the disposition of 21,174,963 Shares held by SPO and SFP in the aggregate. Individually, WJP has the power to vote or to directly vote and to dispose or direct the disposition of 15,000 Shares.

                DMK

              DMK has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 11,200 Shares.

                EHM

              EHM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,500 Shares.

                KCM

              KCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 100,000 Shares.

                BS

               BS has the sole power to vote or to direct the vote and to dispose or direct the disposition of 3,400 Shares.

                VS

               VS has the sole power to vote or to direct the vote and to dispose or direct the disposition of 3,400 Shares.

                BJW

               BJW has the sole power to vote or to direct the vote and to dispose or direct the disposition of 18,000 Shares.

                MBY

              MBY has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 65,000 Shares.

                OFP

              OFP has the sole power to vote or to direct the vote and to dispose or direct the disposition of 350,000 Shares.

              (c) Since the most recent filing on Schedule 13D, the Reporting Persons purchased Shares in open market transactions on the New York Stock Exchange (“NYSE”) as set forth on Schedule I attached hereto.

              Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in Shares since the most recent filing on Schedule 13D.

              (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, the Shares owned by such Reporting Person.

              (e) Not applicable.

Page 27 of 30


Item 7. Material to be Filed as Exhibits.

              Item 7 is hereby amended and restated in its entirety as follows:

                Exhibit A - Agreement pursuant to Rule 13d-1(k)

                After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: March 5, 2003

   By: /s/ Kim M. Silva
     
      Kim M. Silva
   Attorney-in-Fact for:

SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
CRANBERRY LAKE PARTNERS, L.P. (1)
OBERNDORF FOUNDATION (1)
THE JOHN AND IRENE SCULLY TRUST,
      DATED MAY 30, 1994 (1)
PHOEBE SNOW FOUNDATION, INC. (1)
JOHN H. SCULLY (1)
WILLIAM J. PATTERSON (1)
WILLIAM E. OBERNDORF (1)
DAVID M. KASHEN (1)
EDWARD H. MCDERMOTT (1)
KURT C. MOBLEY (1)
BRIAN SCULLY (1)
VINCENT SCULLY (1)
BETTY JANE WEIMER (1)
MICHAEL B. YUEN (1)
OBERNDORF FAMILY PARTNERS (1)


 
   (1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has previously been filed with the Securities and Exchange Commission.

SCHEDULE I TO

SCHEDULE 13D AMENDMENT NO. 4

Reporting Person
  
 Date of
Transaction
  
 Type
  
 Number of
Shares
  
 Price Per
Share
  
 Where/How
Transaction
Effected
SPO Partners II, L.P.
  
 02/20/03
  
 Buy
  
 119,400
  
 3.85
  
 Open Market/Broker
San Francisco Partners, L.P.
  
 02/20/03
  
 Buy
  
 17,800
  
 3.85
  
 Open Market/Broker
SPO Partners II, L.P.
  
 02/21/03
  
 Buy
  
 17,400
  
 4.05
  
 Open Market/Broker
San Francisco Partners, L.P.
  
 02/21/03
  
 Buy
  
 2,600
  
 4.05
  
 Open Market/Broker
SPO Partners II, L.P.
  
 02/26/03
  
 Buy
  
 81,100
  
 3.86
  
 Open Market/Broker
San Francisco Partners, L.P.
  
 02/26/03
  
 Buy
  
 12,000
  
 3.86
  
 Open Market/Broker
SPO Partners II, L.P.
  
 02/27/03
  
 Buy
  
 224,400
  
 3.89
  
 Open Market/Broker
San Francisco Partners, L.P.
  
 02/27/03
  
 Buy
  
 29,500
  
 3.89
  
 Open Market/Broker
SPO Partners II, L.P.
  
 02/28/03
  
 Buy
  
 935,400
  
 4.00
  
 Open Market/Broker
San Francisco Partners, L.P.
  
 02/28/03
  
 Buy
  
 139,800
  
 4.00
  
 Open Market/Broker
SPO Partners II, L.P.
  
 03/03/03
  
 Buy
  
 146,200
  
 4.00
  
 Open Market/Broker
San Francisco Partners, L.P.
  
 03/03/03
  
 Buy
  
 21,800
  
 4.00
  
 Open Market/Broker
SPO Partners II, L.P.
  
 03/03/03
  
 Buy
  
 180,000
  
 4.05
  
 Open Market/Broker
San Francisco Partners, L.P.
  
 03/03/03
  
 Buy
  
 20,000
  
 4.05
  
 Open Market/Broker
SPO Partners II, L.P.
  
 03/04/03
  
 Buy
  
 383,800
  
 4.16
  
 Open Market/Broker
San Francisco Partners, L.P.
  
 03/04/03
  
 Buy
  
 57,400
  
 4.16
  
 Open Market/Broker

EXHIBIT INDEX

Exhibit Document Description
 		 Page No.
 
A Agreement Pursuant to Rule 13d-1(k)
 		 1
 

Exhibit A

              Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

DATED: March 5, 2003

   By: /s/ Kim M. Silva
     
      Kim M. Silva
   Attorney-in-Fact for:

SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS II, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
CRANBERRY LAKE PARTNERS, L.P. (1)
OBERNDORF FOUNDATION (1)
THE JOHN AND IRENE SCULLY TRUST,
      DATED MAY 30, 1994 (1)
PHOEBE SNOW FOUNDATION, INC. (1)
JOHN H. SCULLY (1)
WILLIAM J. PATTERSON (1)
DAVID KASHEN (1)
EDWARD H. MCDERMOTT (1)
KURT C. MOBLEY (1)
BRIAN SCULLY (1)
VINCENT SCULLY (1)
BETTY JANE WEIMER (1)
MICHAEL B. YUEN (1)
OBERNDORF FAMILY PARTNERS (1)


 
   (1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has previously been filed with the Securities and Exchange Commission.

Exhibits Page 1