FTWR Fibertower Cp (MM)

CUSIP No. 31567R209

1. Names of Reporting Persons.
 I.R.S. Identification Nos. of above persons (entities only).

 Zazove Associates, LLC 36-3984373

2. Check the Appropriate Box if a Member of a Group (See
Instructions)

 (a) ( )
 (b) ( )

3. SEC Use Only
____________________________________________________________

4. Citizenship or Place of Organization: Delaware

Number of 5. Sole Voting Power: 2,282,758
Shares Bene-
ficially by 6. Shared Voting Power: 0
Owned by Each
Reporting 7. Sole Dispositive Power: 2,282,758
Person With:
 8. Shared Dispositive Power: 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person
 2,282,758

10. Check if the Aggregate Amount in Row (9) Excludes Certain
 Shares ( )

11. Percent of Class Represented by Amount in Row (9): 4.57%

12. Type of Reporting Person (See Instructions): IA


Item 1.

 (a) Name of Issuer
 FiberTower Corporation(the "Company")

 (b) Address of Issuer's Principal Executive Offices
 185 Berry Street, Suite 4800
 San Francisco, CA 94107


Item 2.

 (a) Name of Person Filing
 Zazove Associates, LLC

 (b) Address of Principal Business Office or, if non,
 Residence
 1001 Tahoe Blvd., Incline Village, NV 89451

 (c) Citizenship
 Delaware limited liability company

 (d) Title of Class of Securities
 Common stock

 (e) CUSIP Number
 31567R209

Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:

 (a) ( ) Broker or dealer registered under section 15 of the Act
 (15 U.S.C. 78o).

 (b) ( ) Bank as defined in section 3(a)(6) of the Act
 (15 U.S.C 78c).

 (c) ( ) Insurance company as defined in section 3(a)(19) of the
 Act (15 U.S.C. 78c).

 (d) ( ) Investment company registered under section 8 of the
 Investment Company Act of 1940 (15 U.S.C. 80a-8).

 (e) (X) An investment adviser in accordance with Section
 240.13d-1(b)(1)(ii)(E);

 (f) ( ) An employee benefit plan or endowment fund in accordance
 with Section 240.13d-1(b)(1)(ii)(F);

 (g) ( ) A parent holding company or control person in accordance
 with Section 240.13d-1(b)(1)(ii)(G);

 (h) ( ) A savings associations as defined in Section 3(b) of
 the Federal Deposit Insurance Act (12 U.S.C. 1813);

 (i) ( ) A church plan the is excluded from the definition of
 an investment company under section 3(c)(14) of the
 Investment Company act of 1940 (15 U.S.C.)

 (j) ( ) Group, in accordance with Section 240.13d-1(b)(1)
 (ii)(J).

Item 4. Ownership

 Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in
Item 1.

 (a) Amount beneficially owned:
 2,282,758 shares of common stock.

 (b) Percent of class:
 4.57%


 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote: 2,282,758
 (ii) Shared power to vote or to direct the vote: 0

 (iii) Sole power to dispose or to direct the disposition
 of: 2,282,758

 (iv) Shared power to dispose or to direct the disposition
 of: 0

 Instruction. For computations regarding securities which
represents a right to acquire an underlying security see Section
240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class

 If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following ( ).

 Instruction: Dissolution of a group requires a response to
this item.

Item 6. Ownership of More than Five Percent on Behalf of Another
Person.

 If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of shareholders of an investment
company registered under the Investment Company Act of 1940 or
the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.

 The Reporting Person is registered as an investment advisor
 under Section 203 of the Investment Advisors Act of 1940
 (15 USC 80b-3) and has discretionary authority with regard to
 certain accounts that hold FiberTower Corporation
 common stock. No single account has
 a more than 5% interest of any class of the Issuer's equity
 securities.

Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company

 Not applicable.

 If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identity of each member of the group.

Item 8. Identification and Classification of Members of the Group

 Not applicable.

 If a group has filed this schedule pursuant to Section 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Section
240.13d-1(c) or Section 240.13d-1(d), attached an exhibit stating
the identity of each member of the group.

Item 9. Notice of Dissolution of Group.

 Not applicable.

 Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.


Item 10. Certifications

 Item 10 (a)

 By signing below I certify that, to the best of my knowledge
 and belief, the securities referred to above were acquired and are
 held in the ordinary course of business and were not acquired and
 are not held for the purpose of or with the effect of changing or
 influencing the control of the issuer of the securities and were
 not acquired and are not held in connection with or as a
 participant in any transaction having that purpose or effect.

 Item 10 (b) Not Applicable.



 SIGNATURE

 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.


 April 19, 2011
 Date


 /s/ Steven M. Kleiman
 Signature


 Steven M. Kleiman, COO
 Name/Title