UNITED STATES
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~~March 1915, 2012

FIBERTOWER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-21091		52-1869023
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

185 Berry Street Suite 4800 San Francisco, California (Address of principal executive offices) 94107 (Zip Code)

185 Berry Street Suite 4800 San Francisco, California		94107
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (415) 659-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 35.0102 ~~NOTICE~~DEPARTURE OF ~~DELISTING~~DIRECTORS OR ~~FAILURE~~CERTAIN TOOFFICERS; ~~SATISFY~~ELECTION AOF ~~CONTINUED~~DIRECTORS; ~~LISTING~~APPOINTMENT ~~RULE~~OF ORCERTAIN ~~STANDARD~~OFFICERS; ~~TRANSFER~~COMPENSATORY ARRANGEMENTS OF ~~LISTING~~CERTAIN OFFICERS.

FiberTower has previously disclosed that it received a letter from the Nasdaq Stock Market stating that FiberTower no longer complied with the rules required for continued listing on Nasdaq under Nasdaq Listing Rule 5250(cb)~~(1)~~ Mr. ~~FiberTower~~ David ~~was provided with an initial period of 60 calendar days during which it could submit a plan to regain compliance~~L. By ~~letter~~Jones ~~dated January 19, 2012, Nasdaq~~ notified FiberTower ~~that,~~Corporation in accordance with Listing Rule 5810(b), FiberTower’s failure to submit a plan within such time period has made FiberTower subject to delisting. The letter provides that, absent an appeal by FiberTower of the Nasdaq staff’s determination, trading in FiberTower’s common stock will be suspended at the opening of business on ~~January~~March 3015, 2012, ~~and~~of ~~Nasdaq~~his will file a Form 25-NSE with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Company has the right to appeal the Nasdaq staff’s determination to suspend trading in the Company’s securities and its delisting and deregistration from Nasdaqresignation, ~~but~~effective ~~does not expect to do so. Effective Monday, January~~March 30, 2012 ~~the Company anticipates that its common stock will commence trading under the symbol FTWR on the OTC Pink-Limited Information Tier~~, ~~operated~~as ~~by OTC Markets Group. The Company~~FiberTower’s ~~common~~Senior ~~stock~~Vice ~~will~~President ~~cease trading on Nasdaq at the opening~~ of ~~the~~Network ~~market on Monday, January 30, 2012~~Services.

~~ITEM 7.01 REGULATION FD DISCLOSURE~~SIGNATURES

OnPursuant ~~January 25,~~to 2012, FiberTower Corporation issued a press release announcing (1) that it had retained a financial advisor and (2) that it had received notice from Nasdaq that its common stock will be delisted from Nasdaq effective at the ~~opening~~requirements of the market on Monday, January 30, 2012. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information presented under this Item 7.01 shall not be deemed “filed” under the Securities Exchange Act of 1934, ~~as amended, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities~~registrant ~~Act~~has ofduly ~~1933,~~caused asthis ~~amended,~~report ~~except~~to ~~as may~~ be ~~expressly~~signed ~~set~~on ~~forth~~its behalf by ~~specific~~the ~~reference~~undersigned inhereunto ~~such~~duly ~~filing~~authorized.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

		FIBERTOWER CORPORATION


Date: March 21, 2012	By:	/s/ Kurt Van Wagenen
		Name:	Kurt Van Wagenen
		Title:	President and Chief Executive Officer

~~(d) Exhibits~~2

Exhibit
Number		Description
99.1		Press release dated January 25, 2012.

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.

		FIBERTOWER CORPORATION
Date: January 25, 2012	By:	/s/ Kurt Van Wagenen
		Name:	Kurt Van Wagenen
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press release dated January 25, 2012.

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