TABLE OF CONTENTS




|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I                                                                                       
|Item 1. Business                                                                             
|Item 2. Properties                                                                           
|Item 3. Legal Proceedings                                                                    
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                                                                      
|Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|Item 6. Selected Financial Data                                                              
|Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 7A. Quantitative and Qualitative Disclosures about Market Risk                          
|Item 8. Financial Statements and Supplementary Data                                          
|Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III                                                                                     
|Item 10. Directors and Executive Officers of the Registrant                                  
|Item 11. Executive Compensation                                                              
|Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|Item 13. Certain Relationships and Related Transactions                                      
|PART IV                                                                                      
|Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    
|Exhibit 2(G)                                                                                 
|Exhibit 2(H)                                                                                 
|Exhibit 4(C)                                                                                 
|Exhibit 4(D)                                                                                 
|Exhibit 10(D)                                                                                
|Exhibit-10(E)                                                                                
|Exhibit-10(F)                                                                                
|Exhibit-10(H)                                                                                
|Exhibit 21                                                                                   



---









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K



| |                                                                                      
| | -------------------------------------------------------------------------------------
| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000 or



| |                                                                                          
| | -----------------------------------------------------------------------------------------
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from ............ to .............

Commission file number 0-15392

REGENT COMMUNICATIONS, INC.




|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|Delaware                                                        |  | 31-1492857                           
|(State or other jurisdiction of
	incorporation or organization) |  | (I.R.S. Employer
	Identification No.)

100 East RiverCenter Boulevard







(859) 292-0030



Securities to be registered pursuant to Section 12(b) of
the Act: None

Securities to be registered pursuant to Section 12(g) of
the Act:

Common Stock, $.01 par value per share



Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days.
Yes 
 No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.

As of March 15, 2001, the aggregate market value of
registrants common equity held by non-affiliates of
registrant was approximately $143,821,767 based upon the closing
sale price of $6.3594 on the Nasdaq Stock Markets National
Market for that date. (For purposes hereof, directors, executive
officers and 10% or greater stockholders have been deemed
affiliates.)

The number of common shares of registrant outstanding as of
March 15, 2001 was 33,839,693.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrants definitive Proxy Statement to be
filed during April 2001 in connection with the 2001 Annual
Meeting of Stockholders presently scheduled to be held on
May 17, 2001 are incorporated by reference into
Part III of this Form 10-K.









---



##### Table of Contents



REGENT COMMUNICATIONS, INC.

INDEX TO ANNUAL REPORT

ON FORM 10-K


|         |  |          |  |                                                                                        |  |      |    | 
|-------- |  | -------- |  | -------------------------------------------------------------------------------------- |  | ---- | -- | 
|         |  |          |  |                                                                                        |  | Page
|         |  |          |  |                                                                                        |  |     
|Part I   |  |          |  |                                                                                        |  |      |    | 
|        
|        
|        
|        
|         |  | Item 1.  |  | Business                                                                               |  |      | 3  | 
|        
|        
|        
|        
|         |  | Item 2.  |  | Properties                                                                             |  |      | 21 | 
|        
|        
|        
|        
|         |  | Item 3.  |  | Legal Proceedings                                                                      |  |      | 21 | 
|        
|        
|        
|        
|         |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                    |  |      | 22 | 
|Part II  |  |          |  |                                                                                        |  |      |    | 
|        
|        
|        
|        
|         |  | Item 5.  |  | Market for Registrants Common Equity and Related
	Stockholder Matters                 |  |      | 22 | 
|        
|        
|        
|        
|         |  | Item 6.  |  | Selected Financial Data                                                                |  |      | 23 | 
|        
|        
|        
|        
|         |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations |  |      | 24 | 
|        
|        
|        
|        
|         |  | Item 7A. |  | Quantitative and Qualitative Disclosures about Market Risk                             |  |      | 31 | 
|        
|        
|        
|        
|         |  | Item 8.  |  | Financial Statements and Supplementary Data                                            |  |      | 32 | 
|        
|        
|        
|        
|         |  | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and
	Financial Disclosure  |  |      | 57 | 
|Part III |  |          |  |                                                                                        |  |      |    | 
|        
|        
|        
|        
|         |  | Item 10. |  | Directors and Executive Officers of the Registrant                                     |  |      | 57 | 
|        
|        
|        
|        
|         |  | Item 11. |  | Executive Compensation                                                                 |  |      | 57 | 
|        
|        
|        
|        
|         |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                         |  |      | 57 | 
|        
|        
|        
|        
|         |  | Item 13. |  | Certain Relationships and Related Transactions                                         |  |      | 57 | 
|Part IV  |  |          |  |                                                                                        |  |      |    | 
|        
|        
|        
|        
|         |  | Item 14. |  | Exhibits, Financial Statement Schedules and Reports on
	Form  8-K                      |  |      | 57 | 



---

Regent Communications, Inc. is a holding company. We own and
operate our radio stations and hold our radio broadcast licenses
in separate subsidiaries. In this report, when we use the term
Regent and the pronouns we,
our and us, we mean Regent
Communications, Inc. and all its subsidiaries, unless the
context otherwise requires.




-2-



---



##### Table of Contents






PART I




Item 1.  Business

General Development of Business

We are a radio broadcasting company focused on acquiring,
developing and operating radio stations in mid-sized and small
markets. We currently own and operate 30 FM and 14 AM
radio stations in 11 markets in California, Michigan, Minnesota,
New York, Pennsylvania and Texas. We have entered into written
agreements to acquire four additional stations in two of our
existing markets (Erie, Pennsylvania and St. Cloud, Minnesota)
and currently provide programming and certain other services to
the St. Cloud stations pending completion of their purchase. We
also have agreed to sell three stations in one of our existing
markets (Palmdale, California). Our assembled clusters of radio
stations rank first or second in terms of revenue share in all
of our markets except Albany, where our cluster ranks third.

Our primary strategy is to secure and maintain a leadership
position in the markets we serve and to expand into additional
mid-sized and small markets where we can achieve a leadership
position. After we enter a market, we seek to acquire stations
that, when integrated with our existing operations, will allow
us to reach a wider range of demographic groups that appeal to
advertisers, increase revenue and achieve substantial cost
savings. Additionally, we believe that our advertising pricing
on the basis of cost per thousand impressions, combined with the
added reach of our radio station clusters, allows us to compete
successfully for advertising revenue against non-traditional
competitors such as print media, television and outdoor
advertising.

Relative to the largest radio markets in the United States, we
believe that the mid-sized and small markets represent
attractive operating environments because they are generally
characterized by the following:



| |   |                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a greater use of radio advertising compared to the national
	average;                                                                                                                                                                          
|
| |  | substantial growth in advertising revenues as national and
	regional retailers expand into mid-sized and small markets;                                                                                                                        
|
| |  | a weaker competitive environment characterized by small
	independent operators, many of whom lack the capital to produce
	locally-originated programming or to employ more sophisticated
	research, marketing, management and sales techniques;
|
| |  | less direct format competition due to a smaller number of
	stations in any given market; and                                                                                                                                                   
|
| |  | lower overall susceptibility to fluctuations in general economic
	conditions due to a lower percentage of national versus local
	advertising revenues.                                                                                         

We believe that these operating characteristics, coupled with
the opportunity to establish or expand radio station clusters
within a specific market, create the potential for revenue
growth and cost efficiencies.

Our portfolio of radio stations is diversified in terms of
geographic location, target demographics and format. We believe
that this diversity helps insulate us from downturns in specific
markets and changes in format preferences.

-3-



---



##### Table of Contents



Completed Acquisitions and Dispositions

We completed the following acquisitions and dispositions of
radio stations during 2000. The purchase prices set forth below
were paid in cash, except where otherwise indicated, and
include, where applicable, amounts paid under consulting and
non-competition agreements but do not include
transaction-related costs.

ACQUISITIONS

|                        |                        |                |                  |          |   |              |  |               |          |           |  |   |       |     |  |  |         |  | 
|----------------------- | ---------------------- | -------------- | ---------------- | -------- | - | ------------ |  | ------------- | -------- | --------- |  | - | ----- | --- |  |  | ------- |  | 
|                        |                        |                |                  |          |   |              |  | Purchase      |          |          
|                        |                        |                |                  | No. of   |   |              |  | Price         |          | Date     
|Seller                  |                        | Market         |                  | Stations |   | Call Letters |  | (in millions) |          | Completed
|                        |                        |                |                  |          |   |              |  |               |          |          
|KZAP, Inc.              |                        | Chico, CA      |                  |          | 1 |              |  |               | KZAP(FM) |           |  | $ | 2.7   | (1) |  |  | 9/29/00 | 
|                       
|Clear Channel           |                        | Albany, NY     |                  |          | 6 |              |  |               | WGNA(FM) |           |  |   | 115.3 | (2) |  |  | 8/24/00 | 
|                        | Broadcasting, Inc. and |                |                  |          |   |              |  |               |          | WGNA(AM)  |  |   |       |     |  |  |         |  | 
|                        | related entities       |                |                  |          |   |              |  |               |          | WABT(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WQBK(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WQBJ(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WTMM(AM)  |  |   |       |     |  |  |         |  | 
|                       
|                        |                        |                | Grand Rapids, MI |          |   | 4            |  |               |          | WGRD(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WLHT(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WNWZ(AM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WTRV(FM)  |  |   |       |     |  |  |         |  | 
|                       
|New Wave Broadcasting,  |                        | El Paso, TX    |                  |          | 3 |              |  |               | KLAQ(FM) |           |  |   | 23.5  |     |  |  | 1/31/00 | 
|                        | L.P.                   |                |                  |          |   |              |  |               |          | KSII(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | KROD(AM)  |  |   |       |     |  |  |         |  | 
|                       
|Forever of NY, Inc. and |                        | Utica-Rome, NY |                  |          | 5 |              |  |               | WODZ(FM) |           |  |   | 44.7  | (3) |  |  | 1/28/00 | 
|                        | related entities       |                |                  |          |   |              |  |               |          | WLZW(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WFRG(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WIBX(AM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WRUN(AM)  |  |   |       |     |  |  |         |  | 
|                       
|                        |                        |                | Watertown, NY    |          |   | 4            |  |               |          | WCIZ(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WFRY(FM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WTNY(AM)  |  |   |       |     |  |  |         |  | 
|                        |                        |                |                  |          |   |              |  |               |          | WNER(AM)  |  |   |       |     |  |  |         |  | 



---



|    |                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The purchase price paid consisted of 233,333 shares of our
	common stock.                                                                                                                                 
|   
|(2) | The purchase price paid consisted of approximately
	$80.5 million in cash and substantially all of the assets
	of our three stations in Mansfield, Ohio and our five stations
	in Victorville, California.
|   
|(3) | The purchase price consisted of approximately $43.8 million
	in cash and 100,000 shares of our common stock at $8.50 per
	share.                                                                          

-4-



---



##### Table of Contents



DISPOSITIONS

|                     |                      |        |                 |          |  |              |   |               |  |           |          |          |  |   |      |     |  |  |         |  | 
|-------------------- | -------------------- | ------ | --------------- | -------- |  | ------------ | - | ------------- |  | --------- | -------- | -------- |  | - | ---- | --- |  |  | ------- |  | 
|                     |                      |        |                 |          |  |              |   | Sale          |  |          
|                     |                      |        |                 | No. of   |  |              |   | Price         |  | Date     
|Purchaser            |                      | Market |                 | Stations |  | Call Letters |   | (in millions) |  | Completed
|                     |                      |        |                 |          |  |              |   |               |  |          
|Yavapai Broadcasting |                      |        | Flagstaff, AZ   |          |  |              | 3 |               |  |           | KVNA(AM) |          |  | $ | 2.0  |     |  |  | 9/29/00 | 
|                     |                      |        |                 |          |  |              |   |               |  |           |          | KVNA(FM) |  |   |      |     |  |  |         |  | 
|                     |                      |        |                 |          |  |              |   |               |  |           |          | KZGL(FM) |  |   |      |     |  |  |         |  | 
|                    
|Clear Channel        |                      |        | Mansfield, OH   |          |  |              | 3 |               |  |           | WYHT(FM) |          |  |   | 34.8 | (1) |  |  | 8/24/00 | 
|                     | Broadcasting, Inc.   |        |                 |          |  |              |   |               |  |           |          | WSWR(FM) |  |   |      |     |  |  |         |  | 
|                     | and related entities |        |                 |          |  |              |   |               |  |           |          | WMAN(AM) |  |   |      |     |  |  |         |  | 
|                    
|                     |                      |        | Victorville, CA |          |  |              | 5 |               |  |           | KZXY(FM) |          |  |   |      |     |  |  |         | 
|                     |                      |        |                 |          |  |              |   |               |  |           |          | KATJ(FM) |  |   |      |     |  |  |         |  | 
|                     |                      |        |                 |          |  |              |   |               |  |           |          | KIXA(FM) |  |   |      |     |  |  |         |  | 
|                     |                      |        |                 |          |  |              |   |               |  |           |          | KROY(AM) |  |   |      |     |  |  |         |  | 
|                     |                      |        |                 |          |  |              |   |               |  |           |          | KIXW(AM) |  |   |      |     |  |  |         |  | 



---



|    |                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | We acquired substantially all of the assets of six radio
	stations in Albany, New York and four radio stations in Grand
	Rapids, Michigan in exchange for our Mansfield, Ohio and
	Victorville, California stations and the payment by us of
	approximately $80.5 million in cash.

Pending Transactions

We currently have transactions pending which, if completed, will
result in the purchase by us of four radio stations, and the
sale by us of three radio stations. Closing of each of these
transactions is subject to certain conditions, including
required governmental approvals.

On June 21, 2000, we entered into an agreement to acquire
by merger with StarCom, Inc. two FM and one AM radio stations
(KKRS-FM, KLZZ-FM and KXSS-AM) serving the St. Cloud, Minnesota
market for approximately $5.0 million in cash. We made an
escrow deposit in the amount of $350,000. The Federal
Communications Commission has approved the assignment of the
station licenses, and we anticipate closing this acquisition in
March or April 2001. The closing of this transaction had
been delayed by the FCCs analysis of market revenue share
in St. Cloud, Minnesota. On July 1, 2000, pending closing
of the purchase, we began providing programming and other
services to the stations under a time brokerage agreement.

On November 3, 2000, we entered into a definitive agreement
to sell substantially all the assets of our three Southern
California radio stations (KTPI-FM and KAVC-AM licensed to
Mojave and Tehachapi, and KOSS-FM licensed to Rosamond) to
Concord Media Group, Inc. for approximately $13.5 million.
An application seeking FCC approval of the assignment of the
station licenses was filed on November 7, 2000. Action on
the FCC application for approval of this sale has been delayed
due to the filing of an objection by the owner of a competing
station in the market based on the alleged ownership
concentration claimed to be allocable to the proposed buyer
following the sale.

On December 28, 2000, we entered into a definitive
agreement with NextMedia Group II, Inc. and its affiliate to
acquire substantially all of the assets of WJET-FM, serving the
Erie, Pennsylvania market, for approximately $5.0 million
in cash. We delivered an irrevocable letter of credit in the
amount of $250,000 to secure our obligations under the
agreement. An application seeking approval from the FCC of the
assignment of the station licenses was filed on January 12,

-5-



---



##### Table of Contents





Acquisition Strategy

Our acquisition strategy is to expand within our existing
markets and into new mid-sized and small markets where we
believe we can effectively use our operating strategies. In
considering new markets, we focus on those markets that have a
minimum of $7.0 million in gross radio advertising revenue
where we believe we can build a station cluster that will
generate at least $1.0 million in annual broadcast cash
flow. Although significant competition exists among potential
purchasers for suitable radio station acquisitions throughout
the United States, we believe that there is currently less
competition, particularly from the larger radio operators, in
the mid-sized and small markets. After entering a market, we
seek to acquire additional stations that will allow us to reach
a wider range of demographic groups to appeal to advertisers and
increase revenue. We also integrate these stations into our
existing operations in an effort to achieve substantial cost
savings. We have sold or will sell stations in different markets
that did not or do not fit within our existing acquisition
strategy.

We believe that the creation of strong station clusters in our
local markets is essential to our operating success. In
evaluating an acquisition opportunity in a new market, we assess
our potential to build a leading radio station cluster in that
market over time. We will not consider entering a new market
unless we can acquire multiple stations in that market. We also
analyze a number of additional factors we believe are important
to success, including the number and quality of commercial radio
signals broadcasting in the market, the nature of the
competition in the market, our ability to improve the operating
performance of the radio station or stations under consideration
and the general economic conditions of the market.

We believe that our acquisition strategy, properly implemented,
affords a number of benefits, including:



| |   |                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------
| |  | greater revenue and broadcast cash flow diversity;                                                                      
|
| |  | improved broadcast cash flow margins through the consolidation
	of facilities and the elimination of redundant expenses;
|
| |  | enhanced revenue by offering advertisers a broader range of
	advertising packages;                                      
|
| |  | improved negotiating leverage with various key vendors;                                                                 
|
| |  | enhanced appeal to top industry management talent; and                                                                  
|
| |  | increased overall scale, which should facilitate our capital
	raising activities.                                       

We have developed a process for integrating newly acquired
properties into our overall culture and operating philosophy,
which involves the following key elements:



| |   |                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------
| |  | assess format quality and effectiveness so that we can refine
	station formats in order to increase audience and revenue share;
|
| |  | upgrade transmission, audio processing and studio facilities;                                                                  
|
| |  | expand and strengthen sales staff through active recruiting and
	in-depth training;                                            
|
| |  | convert acquired stations to our communications network and
	centralized networked accounting system; and                      
|
| |  | establish revenue and expense budgets consistent with the
	programming and sales strategy and corresponding cost
	adjustments. 

-6-



---



##### Table of Contents



From time to time, in compliance with applicable law, we enter
into a time brokerage agreement (under which separately owned
and licensed stations agree to function cooperatively in terms
of programming, advertising, sales and other matters), or a
similar arrangement, with a target property prior to FCC final
approval and the consummation of the acquisition, in order to
gain a head start on the integration process.

Operating Strategy

Our operating strategy focuses on maximizing our radio
stations appeal to listeners and advertisers and,
consequently, increasing our revenue and cash flow. To achieve
these goals, we have implemented the following strategies:

Ownership of Strong Radio Station Clusters. We seek to
secure and maintain a leadership position in the markets we
serve by owning multiple stations in those markets. By
coordinating programming, promotional and sales strategies
within each local station cluster, we attempt to capture a wider
range of demographic listeners to appeal to advertisers. We
believe that the diversification of our programming formats and
inventory of available advertising time strengthen relationships
with advertisers, increasing our ability to maximize the value
of our inventory. We believe that operating multiple stations in
a market enhances our ability to market the advantages of
advertising on radio versus other media, such as newspapers and
television.

We believe that our ability to utilize the existing programming
and sales resources of our radio station clusters enhances the
growth potential of both new and underperforming stations while
reducing the risks associated with the implementation of station
performance improvements such as new format launches. We believe
that operating leading station clusters allows us to attract and
retain talented local personnel, who are essential to our
operating success. Furthermore, we seek to achieve cost savings
within a market through the consolidation of facilities, sales
and administrative personnel, management and operating
resources, such as on-air talent, programming and music
research, and the reduction of other redundant expenses.

Aggressive Sales and Marketing. We seek to maximize our
share of local advertising revenue in each of our markets
through aggressive sales and marketing initiatives. We provide
extensive training through in-house sales and time management
programs and independent consultants who hold frequent seminars
and are available for consultation with our sales personnel. We
emphasize regular, informal exchanges of ideas among our
management and sales personnel across our various markets. We
seek to maximize our revenue by utilizing sophisticated
inventory management techniques to provide our sales personnel
with frequent price adjustments based on regional and local
market conditions. We further strengthen our relationship with
some advertisers by offering the ability to create customer
traffic through an on-site event staged at, and broadcast from,
the advertisers business location. We believe that, prior
to their acquisition, many of our newly acquired stations had
underperformed in sales, due primarily to undersized sales
staffs. Accordingly, we have significantly expanded the sales
forces of many of our acquired stations.

Targeted Programming and Promotion. To maintain or
improve our position in each market, we combine extensive market
research with an assessment of our competitors
vulnerabilities in order to identify significant and sustainable
target audiences. We then tailor the programming, marketing and
promotion of each radio station to maximize its appeal to the
targeted audience. We attempt to build strong markets by:



| |   |                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | creating distinct, highly visible profiles for our on-air
	personalities, particularly those broadcasting during morning
	drive time, which traditionally airs between 6:00 a.m. and
	10:00 a.m.;

-7-



---



##### Table of Contents





| |   |                                                              
| | - | -------------------------------------------------------------
| |  | formulating recognizable brand names for select stations; and
|
| |  | actively participating in community events and charities.    

Decentralized Operations. We believe that radio is
primarily a local business and that much of our success will be
the result of the efforts of regional and local management and
staff. Accordingly, we decentralize much of our operations at
these levels. Each of our station clusters is managed by a team
of experienced broadcasters who understand the musical tastes,
demographics and competitive opportunities of their particular
market. Local managers are responsible for preparing annual
operating budgets and a portion of their compensation is linked
to meeting or surpassing their operating targets. Corporate
management approves each station clusters annual operating
budget and imposes strict financial reporting requirements to
track station performance. Corporate management is responsible
for long range planning, establishing corporate policies and
serving as a resource to local management.

Station Portfolio

When our pending acquisition and sale transactions are
completed, we will own 31 FM and 14 AM radio stations in ten
mid-sized and small markets. The following table sets forth
information about the stations that we own and expect to own
after giving effect to our pending transactions.

As you review the information in the table below, you should
note the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The abbreviation MSA in the table means the
	markets rank among the largest metropolitan statistical
	areas in the United States.                                                                                                                                                                                                                                                                  
|
| |  | The symbol * indicates a station that is the subject
	of one of our pending acquisitions. The symbol #
	indicates a station that we have agreed to sell. The completion
	of each of the pending acquisition and sale transactions is
	subject to certain conditions, including governmental approvals.
	There can be no assurance that these conditions will be
	satisfied in any particular case.
|
| |  | In the Primary Demographic Target column, the letter
	A designates adults, the letter W
	designates women and the letter M designates men.
	The numbers following each letter designate the range of ages
	included within the demographic group.                                                                                                                                               
|
| |  | Station Cluster Rank by Market Revenue Share in the table is the
	ranking, by radio cluster market revenue, of each of our radio
	clusters in its market among all other radio clusters in that
	market.                                                                                                                                                                                              
|
| |  | We obtained all metropolitan statistical area rank information,
	market revenue information and station cluster market rank
	information for all of our markets from Investing in Radio
	2000 Market Report (4th  ed.) published by BIA
	Publications, Inc.                                                                                                                                           
|
| |  | We obtained all market revenue and station cluster market
	revenue rank information for the Palmdale market from the
	January 2001 Miller, Kaplan Market Revenue Report, a
	publication of Miller, Kaplan, Arase & Co., Certified Public
	Accountants.                                                                                                                                                
|
| |  | We obtained all audience share information from the Fall 2000
	Radio Market Report published by The Arbitron Company. We
	derived station cluster audience share based on persons ages 12
	and over, listening Monday through Sunday, 6:00 a.m. to 12:00
	midnight.                                                                                                                                   

-8-



---



##### Table of Contents



|                     |           |      |     |             |  |             |  |                         |  |          |  |         |  |  |   |  |  |  |      |  | 
|-------------------- | --------- | ---- | --- | ----------- |  | ----------- |  | ----------------------- |  | -------- |  | ------- |  |  | - |  |  |  | ---- |  | 
|                     |           |      |     |             |  |             |  | Station                 |  |         
|                     |           |      |     |             |  |             |  | Cluster                 |  | Station 
|                     |           |      |     |             |  |             |  | Rank by                 |  | Cluster 
|                     |           |      |     | Station     |  | Primary     |  | Market                  |  | 12+     
|Radio Market/        |           | MSA  |     | Programming |  | Demographic |  | Revenue                 |  | Audience
|Station Call Letters |           | Rank |     | Format      |  | Target      |  | Share                   |  | Share   
|                     |           |      |     |             |  |             |  |                         |  |         
|Albany, NY           |           |      | 59  |             |  |             |  |                         |  |          |  |         |  |  | 3 |  |  |  | 18.4 | 
|                     | WQBJ(FM)  |      |     |             |  |             |  | Rock                    |  |          |  | M 18-49 |  |  |   |  |  |  |      |  | 
|                     | WQBK(FM)  |      |     |             |  |             |  | Rock                    |  |          |  | M 18-49 |  |  |   |  |  |  |      |  | 
|                     | WABT(FM)  |      |     |             |  |             |  | 80s                    |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | WGNA(FM)  |      |     |             |  |             |  | Country                 |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | WGNA(AM)  |      |     |             |  |             |  | Country                 |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | WTMM(AM)  |      |     |             |  |             |  | Sports                  |  |          |  | M 35+   |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|Chico, CA            |           |      | 190 |             |  |             |  |                         |  |          |  |         |  |  | 1 |  |  |  | 20.6 | 
|                     | KFMF(FM)  |      |     |             |  |             |  | Rock                    |  |          |  | M 18-49 |  |  |   |  |  |  |      |  | 
|                     | KALF(FM)  |      |     |             |  |             |  | Country                 |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | KQPT(FM)  |      |     |             |  |             |  | Alternative             |  |          |  | A 18-34 |  |  |   |  |  |  |      |  | 
|                     | KZAP(FM)  |      |     |             |  |             |  | Adult Contemporary      |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|El Paso, TX          |           |      | 70  |             |  |             |  |                         |  |          |  |         |  |  | 2 |  |  |  | 17.1 | 
|                     | KSII(FM)  |      |     |             |  |             |  | Hot Adult Contemporary  |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                     | KLAQ(FM)  |      |     |             |  |             |  | Rock                    |  |          |  | M 18-49 |  |  |   |  |  |  |      |  | 
|                     | KROD(AM)  |      |     |             |  |             |  | News/Talk               |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|Erie, PA             |           |      | 156 |             |  |             |  |                         |  |          |  |         |  |  | 2 |  |  |  | 28.2 | 
|                     | WXKC(FM)  |      |     |             |  |             |  | Adult Contemporary      |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                     | WXTA(FM)  |      |     |             |  |             |  | Country                 |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | WRIE(AM)  |      |     |             |  |             |  | Nostalgia               |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 
|                     | WJET(FM)* |      |     |             |  |             |  | Alternative             |  |          |  | A 18-34 |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|Flint, MI            |           |      | 119 |             |  |             |  |                         |  |          |  |         |  |  | 2 |  |  |  | 14.8 | 
|                     | WCRZ(FM)  |      |     |             |  |             |  | Adult Contemporary      |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                     | WWBN(FM)  |      |     |             |  |             |  | Rock                    |  |          |  | M 18-49 |  |  |   |  |  |  |      |  | 
|                     | WFNT(AM)  |      |     |             |  |             |  | Nostalgia               |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|Grand Rapids, MI     |           |      | 66  |             |  |             |  |                         |  |          |  |         |  |  | 2 |  |  |  | 14.3 | 
|                     | WLHT(FM)  |      |     |             |  |             |  | Adult Contemporary      |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                     | WGRD(FM)  |      |     |             |  |             |  | Rock                    |  |          |  | M 18-49 |  |  |   |  |  |  |      |  | 
|                     | WTRV(FM)  |      |     |             |  |             |  | Soft Adult Contemporary |  |          |  | W 35+   |  |  |   |  |  |  |      |  | 
|                     | WNWZ(AM)  |      |     |             |  |             |  | CNN Headline News       |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|Palmdale, CA         |           |      | N/A |             |  |             |  |                         |  |          |  |         |  |  | 1 |  |  |  | N/A  | 
|                     | KTPI(FM)# |      |     |             |  |             |  | Country                 |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | KOSS(FM)# |      |     |             |  |             |  | Adult Contemporary      |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                     | KAVC(AM)# |      |     |             |  |             |  | Religion                |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|Redding, CA          |           |      | 215 |             |  |             |  |                         |  |          |  |         |  |  | 1 |  |  |  | 47.2 | 
|                     | KSHA(FM)  |      |     |             |  |             |  | Soft Adult Contemporary |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                     | KNNN(FM)  |      |     |             |  |             |  | Current Hit Radio       |  |          |  | A 18-34 |  |  |   |  |  |  |      |  | 
|                     | KRDG(FM)  |      |     |             |  |             |  | Oldies                  |  |          |  | A 35-54 |  |  |   |  |  |  |      |  | 
|                     | KRRX(FM)  |      |     |             |  |             |  | Rock                    |  |          |  | M 18-49 |  |  |   |  |  |  |      |  | 
|                     | KNRO(AM)  |      |     |             |  |             |  | ESPN                    |  |          |  | M 35+   |  |  |   |  |  |  |      |  | 
|                     | KQMS(AM)  |      |     |             |  |             |  | News/Talk/Sports        |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 

-9-



---



##### Table of Contents



|                     |           |      |     |             |  |             |  |                    |  |          |  |         |  |  |   |  |  |  |      |  | 
|-------------------- | --------- | ---- | --- | ----------- |  | ----------- |  | ------------------ |  | -------- |  | ------- |  |  | - |  |  |  | ---- |  | 
|                     |           |      |     |             |  |             |  | Station            |  |         
|                     |           |      |     |             |  |             |  | Cluster            |  | Station 
|                     |           |      |     |             |  |             |  | Rank by            |  | Cluster 
|                     |           |      |     | Station     |  | Primary     |  | Market             |  | 12+     
|Radio Market/        |           | MSA  |     | Programming |  | Demographic |  | Revenue            |  | Audience
|Station Call Letters |           | Rank |     | Format      |  | Target      |  | Share              |  | Share   
|                     |           |      |     |             |  |             |  |                    |  |         
|St. Cloud, MN        |           |      | 212 |             |  |             |  |                    |  |          |  |         |  |  | 1 |  |  |  | 27.0 | 
|                     | KMXK(FM)  |      |     |             |  |             |  | Adult Contemporary |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                     | WWJO(FM)  |      |     |             |  |             |  | Country            |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | WJON(AM)  |      |     |             |  |             |  | News/Talk          |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 
|                     | KLZZ(FM)* |      |     |             |  |             |  | Classic Rock       |  |          |  | M 25-54 |  |  |   |  |  |  |      |  | 
|                     | KKSR(FM)* |      |     |             |  |             |  | Dance CHR          |  |          |  | A 18-34 |  |  |   |  |  |  |      |  | 
|                     | KXSS(AM)* |      |     |             |  |             |  | Adult Standards    |  |          |  | A 35-64 |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|Utica-Rome, NY       |           |      | 151 |             |  |             |  |                    |  |          |  |         |  |  | 1 |  |  |  | 39.4 | 
|                     | WODZ(FM)  |      |     |             |  |             |  | Oldies             |  |          |  | A 35-54 |  |  |   |  |  |  |      |  | 
|                     | WLZW(FM)  |      |     |             |  |             |  | Adult Contemporary |  |          |  | W 25-54 |  |  |   |  |  |  |      |  | 
|                     | WFRG(FM)  |      |     |             |  |             |  | Country            |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | WRUN(AM)  |      |     |             |  |             |  | Sports             |  |          |  | M 35+   |  |  |   |  |  |  |      |  | 
|                     | WIBX(AM)  |      |     |             |  |             |  | News/Talk          |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 
|                    
|                    
|                    
|                    
|                    
|Watertown, NY        |           |      | 257 |             |  |             |  |                    |  |          |  |         |  |  | 1 |  |  |  | 43.1 | 
|                     | WCIZ(FM)  |      |     |             |  |             |  | Classic Hits       |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | WFRY(FM)  |      |     |             |  |             |  | Country            |  |          |  | A 25-54 |  |  |   |  |  |  |      |  | 
|                     | WTNY(AM)  |      |     |             |  |             |  | Talk               |  |          |  | A 35+   |  |  |   |  |  |  |      |  | 
|                     | WNER(AM)  |      |     |             |  |             |  | ESPN               |  |          |  | M 35+   |  |  |   |  |  |  |      |  | 

Advertising Sales

Virtually all of our revenue is generated from the sale of
local, regional and national advertising for broadcast on our
radio stations. In 2000, approximately 86% of our net broadcast
revenue was generated from the sale of local and regional
advertising. Additional broadcast revenue is generated from the
sale of national advertising, network compensation payments and
other miscellaneous transactions. The major categories of our
advertisers include telephone companies, restaurants, fast food
chains, automotive companies and grocery stores.

Each stations local sales staff solicits advertising
either directly from the local advertiser or indirectly through
an advertising agency. We pay a higher commission rate to our
sales staff for direct advertising sales. Through direct
advertiser relationships, we can better understand the
advertisers business needs and more effectively design
advertising campaigns to sell the advertisers products. We
employ personnel in each of our markets to produce commercials
for the advertiser. In-house production combined with
effectively designed advertising establishes a stronger
relationship between the advertiser and the station cluster.
National sales are made by a firm specializing in radio
advertising sales on the national level in exchange for a
commission based on gross revenue. Regional sales, which we
define as sales in regions surrounding our markets to companies
that advertise in our markets, are generally made by our local
sales staff.

Depending on the programming format of a particular station, we
estimate the optimum number of advertising spots available. The
number of advertisements that can be broadcast without
jeopardizing listening levels is limited in part by the format
of a particular station. Our stations strive to maximize revenue
by managing advertising inventory. Our stations adjust pricing
based on local market conditions and the ability to provide
advertisers with an effective means of reaching a targeted
demographic group. Each of our stations has a general target
level of on-air inventory. This

-10-



---



##### Table of Contents





A stations listenership is reflected in ratings surveys
that estimate the number of listeners tuned to the station and
the time they spend listening. Each stations ratings are
used by its advertisers and advertising representatives to
consider advertising with the station and are used by us to
chart audience levels, set advertising rates and adjust
programming. The radio broadcast industrys principal
ratings service is The Arbitron Company, which publishes
periodic ratings surveys for significant domestic radio markets.
These surveys are our primary source of audience ratings data.

We believe that radio is one of the most efficient and
cost-effective means for advertisers to reach specific
demographic groups. Advertising rates charged by radio stations
are based primarily on the following:



| |   |                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the supply of, and demand for, radio advertising time;                                                                                                                                           
|
| |  | a stations share of audiences in the demographic groups
	targeted by advertisers, as measured by ratings surveys
	estimating the number of listeners tuned to the station at
	various times; and
|
| |  | the number of stations in the market competing for the same
	demographic groups.                                                                                                                 

Rates are generally highest during morning and afternoon
commuting hours.

Competition

The radio broadcasting industry is highly competitive. The
success of each station depends largely upon audience ratings
and its share of the overall advertising revenue within its
market. Stations compete for listeners and advertising revenue
directly with other radio stations within their respective
markets. Radio stations compete for listeners primarily on the
basis of program content that appeals to a particular
demographic group. Building a strong listener base consisting of
a specific demographic group in a market enables an operator to
attract advertisers seeking to reach those listeners. Companies
that operate radio stations must be alert to the possibility of
another station changing format to compete directly for
listeners and advertisers. A stations decision to convert
to a format similar to that of another radio station in the same
geographic area may result in lower ratings and advertising
revenue, increased promotion and other expenses and,
consequently, lower broadcast cash flow.

Factors that are material to a radio stations competitive
position include management experience, the stations local
audience rank in its market, transmitter power, assigned
frequency, audience characteristics, local program acceptance
and the number and characteristics of other radio stations in
the market area. Recent changes in FCC policies and rules permit
increased ownership and operation of multiple local radio
stations. Management believes that radio stations that elect to
take advantage of joint arrangements such as local marketing
agreements or joint sales agreements may in certain
circumstances have lower operating costs and may be able to
offer advertisers more attractive rates and services.

Although the radio broadcasting industry is highly competitive,
some barriers to entry exist. The operation of a radio broadcast
station requires a license from the FCC, and the number of

-11-



---



##### Table of Contents





Stations compete for advertising revenue with other media,
including newspapers, broadcast television, cable television,
magazines, direct mail, coupons and outdoor advertising. In
addition, the radio broadcasting industry is subject to
competition from new media technologies that are being developed
or introduced, such as the delivery of audio programming by
cable or direct broadcast satellite television systems, by
satellite-delivered digital audio radio service and by in-band
digital audio broadcasting. Satellite-delivered digital audio
broadcasting may deliver by satellite to nationwide and regional
audiences, multi-channel, multi-format, digital radio services
with sound quality equivalent to compact discs. In-band digital
audio broadcasting may deliver multi-channel, multi-format
programming in the same bands now used by AM and FM
broadcasters. The delivery of information through the Internet
also could create a new form of competition.

The FCC has adopted rules creating a new low power radio service
that will open up opportunities for new
microbroadcasting FM radio stations that would serve
small, localized areas. The radio broadcasting industry
historically has grown despite the introduction of new
technologies for the delivery of entertainment and information.
A growing population and greater availability of radios,
particularly car and portable radios, have contributed to this
growth. There can be no assurances, however, that this
historical growth will continue.

Employees

At March 15, 2001, we employed approximately 576 persons.
Twelve of our employees in Watertown, New York are covered by a
collective bargaining agreement. None of our other employees is
covered by collective bargaining agreements. We consider our
relations with our employees generally to be good.

Federal Regulation of Radio Broadcasting

Introduction.Our ownership, operation, purchase and sale
of radio stations is regulated by the FCC, which acts under
authority derived from the Communications Act of 1934, as
amended. Among other things, the FCC:



| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | assigns frequency bands for broadcasting;                                                                                                         
|
| |  | issues, renews, revokes and modifies station licenses;                                                                                            
|
| |  | determines whether to approve changes in ownership or control of
	station licenses;                                                               
|
| |  | regulates equipment used by stations; and                                                                                                         
|
| |  | adopts and implements regulations and policies that directly or
	indirectly affect the ownership, operation and employment
	practices of stations.

The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies.
Failure to observe these or other rules and policies can result
in the imposition of various sanctions, including fines, the
grant of abbreviated license renewal terms or, for particularly
egregious violations, the denial of a license renewal
application, the revocation of a license or the denial of FCC
consent to acquire additional radio stations.

-12-



---



##### Table of Contents



License Grant and Renewal. Radio stations operate under
renewable broadcasting licenses that are ordinarily granted by
the FCC for maximum terms of eight years. Licenses are renewed
through an application to the FCC. Petitions to deny license
renewals can be filed by interested parties, including members
of the public. These petitions may raise various issues before
the FCC. The FCC is required to hold hearings on renewal
applications if the FCC is unable to determine that renewal of a
license would serve the public interest, convenience and
necessity, or if a petition to deny raises a substantial and
material question of fact as to whether the grant of the renewal
application would be inconsistent with the public interest,
convenience and necessity. If, as a result of an evidentiary
hearing, the FCC determines that the licensee has failed to meet
certain requirements and that no mitigating factors justify the
imposition of a lesser sanction, then the FCC may deny a license
renewal application. Historically, FCC licenses have generally
been renewed. We are not currently aware of any facts that would
prevent the timely renewal of our licenses to operate our radio
stations, although we cannot assure you that all of our licenses
will be renewed.

The FCC classifies each AM and FM station. An AM station
operates on either a clear channel, regional channel or local
channel. A clear channel is one on which AM stations are
assigned to serve wide areas. Clear channel AM stations are
classified as either: Class A stations, which operate on an
unlimited time basis and are designed to render primary and
secondary service over an extended area; Class B stations,
which operate on an unlimited time basis and are designed to
render service only over a primary service area; or Class D
stations, which operate either during daytime hours only, during
limited times only or on an unlimited time basis with low
nighttime power. A regional channel is one on which Class B
and Class D AM stations may operate and serve primarily a
principal center of population and the rural areas contiguous to
it. A local channel is one on which AM stations operate on an
unlimited time basis and serve primarily a community and the
suburban and rural areas immediately contiguous thereto.
Class C AM stations operate on a local channel and are
designed to render service only over a primary service area that
may be reduced as a consequence of interference.

The minimum and maximum facilities requirements for a FM station
are determined by its class. FM class designations depend upon
the geographic zone in which the transmitter of the FM station
is located. In general, commercial FM stations are classified as
follows, in order of increasing power and antenna height:
Class A, B1, C3, B, C2, C1, C0 and C. The FCC recently
adopted a rule that subjects Class C FM stations to
involuntary downgrades to Class C0 if they do not meet
certain antenna height specifications.

-13-



---



##### Table of Contents



The following table sets forth the market, call letters, FCC
license classification, antenna height above average terrain
(HAAT), power and frequency of each of the stations that are
owned and operated by us or that are the subject of a pending
acquisition, and the date on which each stations FCC
license expires.

|                 |  |              |           |       |  |         |    |           |  |           |       |            |  |  |              |  |  |  |           |  |  |  |          | 
|---------------- |  | ------------ | --------- | ----- |  | ------- | -- | --------- |  | --------- | ----- | ---------- |  |  | ------------ |  |  |  | --------- |  |  |  | -------- | 
|                 |  |              |           |       |  |         |    |           |  |           |       | Expiration
|                 |  |              |           |       |  |         |    |           |  |           |       | Date of   
|                 |  | Station Call |           | FCC   |  | HAAT in |    | Power in  |  |           |       | FCC       
|Market           |  | Letters      |           | Class |  | Meters  |    | Kilowatts |  | Frequency |       | License   
|                 |  |              |           |       |  |         |    |           |  |           |       |           
|Albany, NY       |  |              | WQBJ(FM)  |       |  |         | B  |           |  |           | 150.0 |            |  |  | 50.0         |  |  |  | 103.5 MHz |  |  |  | 06/01/06 | 
|                 |  |              | WQBK(FM)  |       |  |         | A  |           |  |           | 92.0  |            |  |  | 6.0          |  |  |  | 103.9 MHz |  |  |  | 06/01/06 | 
|                 |  |              | WABT(FM)  |       |  |         | A  |           |  |           | 107.0 |            |  |  | 5.0          |  |  |  | 104.5 MHz |  |  |  | 06/01/06 | 
|                 |  |              | WGNA(FM)  |       |  |         | B  |           |  |           | 300.0 |            |  |  | 12.50        |  |  |  | 107.7 MHz |  |  |  | 06/01/06 | 
|                 |  |              | WGNA(AM)  |       |  |         | B  |           |  |           | N/A   |            |  |  | 5.0          |  |  |  | 1460 kHz  |  |  |  | 06/01/06 | 
|                 |  |              | WTMM(AM)  |       |  |         | B  |           |  |           | N/A   |            |  |  | 5.0          |  |  |  | 1300 kHz  |  |  |  | 06/01/06 | 
|                
|                
|                
|                
|                
|Chico, CA        |  |              | KFMF(FM)  |       |  |         | B1 |           |  |           | 344   |            |  |  | 2.0          |  |  |  | 93.9 MHz  |  |  |  | 12/01/05 | 
|                 |  |              | KQPT(FM)  |       |  |         | B  |           |  |           | 193   |            |  |  | 28.0         |  |  |  | 107.5 MHz |  |  |  | 12/01/05 | 
|                 |  |              | KALF(FM)  |       |  |         | B  |           |  |           | 386   |            |  |  | 7.0          |  |  |  | 95.7 MHz  |  |  |  | 12/01/05 | 
|                 |  |              | KZAP(FM)  |       |  |         | B1 |           |  |           | 393   |            |  |  | 1.5          |  |  |  | 96.7 MHz  |  |  |  | 12/01/05 | 
|                
|                
|                
|                
|                
|El Paso, TX      |  |              | KSII(FM)  |       |  |         | C  |           |  |           | 433   |            |  |  | 98.0         |  |  |  | 93.1 MHz  |  |  |  | 08/01/05 | 
|                 |  |              | KLAQ(FM)  |       |  |         | C  |           |  |           | 424   |            |  |  | 88.0         |  |  |  | 95.5 MHz  |  |  |  | 08/01/05 | 
|                 |  |              | KROD(AM)  |       |  |         | B  |           |  |           | N/A   |            |  |  | 5.0          |  |  |  | 600 kHz   |  |  |  | 08/01/05 | 
|                
|                
|                
|                
|                
|Erie, PA         |  |              | WXKC(FM)  |       |  |         | B  |           |  |           | 150   |            |  |  | 50.0         |  |  |  | 99.9 MHz  |  |  |  | 08/01/06 | 
|                 |  |              | WRIE(AM)  |       |  |         | B  |           |  |           | N/A   |            |  |  | 5.0          |  |  |  | 1260 kHz  |  |  |  | 08/01/06 | 
|                 |  |              | WXTA(FM)  |       |  |         | B1 |           |  |           | 154   |            |  |  | 10.0         |  |  |  | 97.9 MHz  |  |  |  | 08/01/06 | 
|                 |  |              | WJET(FM)* |       |  |         | A  |           |  |           | 614   |            |  |  | 1.7          |  |  |  | 102.3 MHz |  |  |  | 08/01/06 | 
|                
|                
|                
|                
|                
|Flint, MI        |  |              | WCRZ(FM)  |       |  |         | B  |           |  |           | 331   |            |  |  | 50.0         |  |  |  | 107.9 MHz |  |  |  | 10/01/04 | 
|                 |  |              | WWBN(FM)  |       |  |         | A  |           |  |           | 328   |            |  |  | 6.0          |  |  |  | 101.7 MHz |  |  |  | 10/01/04 | 
|                 |  |              | WFNT(AM)  |       |  |         | B  |           |  |           | N/A   |            |  |  | 5.0 daytime  |  |  |  | 1470 kHz  |  |  |  | 10/01/04 | 
|                 |  |              |           |       |  |         |    |           |  |           |       |            |  |  | 1.0 night    |  |  |  |           |  |  |  |          | 
|                
|                
|                
|                
|                
|Grand Rapids, MI |  |              | WLHT(FM)  |       |  |         | B  |           |  |           | 168.0 |            |  |  | 40.0         |  |  |  | 95.7 MHz  |  |  |  | 10/01/04 | 
|                 |  |              | WGRD (FM) |       |  |         | B  |           |  |           | 180.0 |            |  |  | 13.0         |  |  |  | 97.9 MHz  |  |  |  | 10/01/04 | 
|                 |  |              | WTRV(FM)  |       |  |         | A  |           |  |           | 92.0  |            |  |  | 3.50         |  |  |  | 100.5 MHz |  |  |  | 10/01/04 | 
|                 |  |              | WNWZ (AM) |       |  |         | B  |           |  |           | N/A   |            |  |  | 1.0 daytime  |  |  |  | 1410 kHz  |  |  |  | 10/01/04 | 
|                 |  |              |           |       |  |         |    |           |  |           |       |            |  |  | .05 night    |  |  |  |           |  |  |  |          | 
|                
|                
|                
|                
|                
|Palmdale, CA     |  |              | KAVC(AM)# |       |  |         | C  |           |  |           | N/A   |            |  |  | 1.0          |  |  |  | 1340 kHz  |  |  |  | 12/01/05 | 
|                 |  |              | KOSS(FM)# |       |  |         | A  |           |  |           | 94    |            |  |  | 2.9          |  |  |  | 105.5 MHz |  |  |  | 12/01/05 | 
|                 |  |              | KTPI(FM)# |       |  |         | A  |           |  |           | 176   |            |  |  | 1.9          |  |  |  | 103.1 MHz |  |  |  | 12/01/05 | 
|                
|                
|                
|                
|                
|Redding, CA      |  |              | KRRX(FM)  |       |  |         | C  |           |  |           | 600   |            |  |  | 100.0        |  |  |  | 106.1 MHz |  |  |  | 12/01/05 | 
|                 |  |              | KNNN(FM)  |       |  |         | A  |           |  |           | 100   |            |  |  | 5.3          |  |  |  | 99.3 MHz  |  |  |  | 12/01/05 | 
|                 |  |              | KQMS(AM)  |       |  |         | C  |           |  |           | N/A   |            |  |  | 1.0          |  |  |  | 1400 kHz  |  |  |  | 12/01/05 | 
|                 |  |              | KSHA(FM)  |       |  |         | C  |           |  |           | 475   |            |  |  | 100.0        |  |  |  | 104.3 MHz |  |  |  | 12/01/05 | 
|                 |  |              | KRDG(FM)  |       |  |         | C2 |           |  |           | 325   |            |  |  | 9.9          |  |  |  | 105.3 MHz |  |  |  | 12/01/05 | 
|                 |  |              | KNRO(AM)  |       |  |         | B  |           |  |           | N/A   |            |  |  | 10.0 daytime |  |  |  | 1670 kHz  |  |  |  | 12/01/05 | 
|                 |  |              |           |       |  |         |    |           |  |           |       |            |  |  | 1.0 night    |  |  |  |           |  |  |  |          | 

-14-



---



##### Table of Contents



|               |  |              |           |       |  |         |    |           |  |           |     |            |  |  |             |  |  |  |           |  |  |  |          | 
|-------------- |  | ------------ | --------- | ----- |  | ------- | -- | --------- |  | --------- | --- | ---------- |  |  | ----------- |  |  |  | --------- |  |  |  | -------- | 
|               |  |              |           |       |  |         |    |           |  |           |     | Expiration
|               |  |              |           |       |  |         |    |           |  |           |     | Date of   
|               |  | Station Call |           | FCC   |  | HAAT in |    | Power in  |  |           |     | FCC       
|Market         |  | Letters      |           | Class |  | Meters  |    | Kilowatts |  | Frequency |     | License   
|               |  |              |           |       |  |         |    |           |  |           |     |           
|St. Cloud, MN  |  |              | KMXK(FM)  |       |  |         | C2 |           |  |           | 150 |            |  |  | 50.0        |  |  |  | 94.9 MHz  |  |  |  | 04/01/05 | 
|               |  |              | WJON(AM)  |       |  |         | C  |           |  |           | N/A |            |  |  | 1.0         |  |  |  | 1240 kHz  |  |  |  | 04/01/05 | 
|               |  |              | WWJO(FM)  |       |  |         | C  |           |  |           | 305 |            |  |  | 97.0        |  |  |  | 98.1 MHz  |  |  |  | 04/01/05 | 
|               |  |              | KKSR(FM)* |       |  |         | C2 |           |  |           | 453 |            |  |  | 50.0        |  |  |  | 96.7 MHz  |  |  |  | 04/01/05 | 
|               |  |              | KLZZ(FM)* |       |  |         | C3 |           |  |           | 413 |            |  |  | 9.0 cp      |  |  |  | 103.7 MHz |  |  |  | 04/01/05 | 
|               |  |              | KXSS(AM)* |       |  |         | B  |           |  |           | N/A |            |  |  | 2.5 daytime |  |  |  | 1390 kHz  |  |  |  | 04/01/05 | 
|               |  |              |           |       |  |         |    |           |  |           |     |            |  |  | 1.0 night   |  |  |  |           |  |  |  |          | 
|              
|              
|              
|              
|              
|Utica-Rome, NY |  |              | WODZ(FM)  |       |  |         | B1 |           |  |           | 184 |            |  |  | 7.4         |  |  |  | 96.1 MHz  |  |  |  | 06/01/06 | 
|               |  |              | WLZW(FM)  |       |  |         | B  |           |  |           | 201 |            |  |  | 25.0        |  |  |  | 98.7 MHz  |  |  |  | 06/01/06 | 
|               |  |              | WFRG(FM)  |       |  |         | B  |           |  |           | 151 |            |  |  | 100.0       |  |  |  | 104.3 MHz |  |  |  | 06/01/06 | 
|               |  |              | WIBX(AM)  |       |  |         | B  |           |  |           | N/A |            |  |  | 5.0         |  |  |  | 950 kHz   |  |  |  | 06/01/06 | 
|               |  |              | WRUN(AM)  |       |  |         | B  |           |  |           | N/A |            |  |  | 5.0 daytime |  |  |  | 1150 kHz  |  |  |  | 06/01/06 | 
|               |  |              |           |       |  |         |    |           |  |           |     |            |  |  | 1.0 night   |  |  |  |           |  |  |  |          | 
|              
|              
|              
|              
|              
|Watertown, NY  |  |              | WCIZ(FM)  |       |  |         | A  |           |  |           | 100 |            |  |  | 6.0         |  |  |  | 93.3 MHz  |  |  |  | 06/01/06 | 
|               |  |              | WFRY(FM)  |       |  |         | C1 |           |  |           | 145 |            |  |  | 97.0        |  |  |  | 97.5 MHz  |  |  |  | 06/01/06 | 
|               |  |              | WTNY(AM)  |       |  |         | B  |           |  |           | N/A |            |  |  | 1.0         |  |  |  | 790 kHz   |  |  |  | 06/01/06 | 
|               |  |              | WNER(AM)  |       |  |         | B  |           |  |           | N/A |            |  |  | 5.0 daytime |  |  |  | 1410 kHz  |  |  |  | 06/01/06 | 
|               |  |              |           |       |  |         |    |           |  |           |     |            |  |  | 1.0 night   |  |  |  |           |  |  |  |          | 



---



|  |                                                                                                       
|- | ------------------------------------------------------------------------------------------------------
|* | Stations indicated with an asterisk (*) are subject to
	acquisition by us under an existing agreement.
| 
|# | We have agreed to sell those stations indicated with a pound
	sign (#).                               

Transfers or Assignment of Licenses. The Communications
Act prohibits the assignment or transfer of a broadcast license
without the prior approval of the FCC. In determining whether to
grant approval, the FCC considers a number of factors pertaining
to the licensee (and proposed licensee), including:



| |   |                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | compliance with the various rules limiting common ownership of
	media properties in a given market, as well as level of market
	concentration that would result from the proposed transaction;
|
| |  | the character of the licensee and those persons
	holding attributable interests in the licensee; and                                                                                      
|
| |  | compliance with the Communications Acts limitations on
	alien ownership as well as compliance with other FCC regulations
	and policies.                                                      

To obtain FCC consent to assign or transfer control of a
broadcast license, appropriate applications must be filed with
the FCC. If the application involves a substantial
change in ownership or control, the application must be
placed on public notice for not less than 30 days during
which time petitions to deny or other objections against the
application may be filed by interested parties, including
members of the public. Once the FCC grants an application,
interested parties may seek reconsideration of that grant for
30 days, after which time the FCC may for another
ten days reconsider the grant on its own motion. If the
application does not involve a substantial change in
ownership or control, it is a pro forma application.
The pro forma application is nevertheless subject to
having informal objections filed against it. When passing on an
assignment or transfer application, the FCC is prohibited from
considering whether the public

-15-



---



##### Table of Contents





Multiple Ownership Rules. The Communications Act, the
Telecommunications Act of 1996 and FCC rules impose specific
limits on the number of commercial radio stations an entity can
own in a single market. These rules preclude us from acquiring
certain stations we might otherwise seek to acquire. The rules
also effectively prevent us from selling stations in a market to
a buyer that has reached its ownership limit in the market. The
local radio ownership rules are as follows:



| |   |                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in markets with 45 or more commercial radio stations, ownership
	is limited to eight commercial stations, no more than five of
	which can be either AM or FM;                                                                      
|
| |  | in markets with 30 to 44 commercial radio stations, ownership is
	limited to seven commercial stations, no more than four of which
	can be either AM or FM;                                                                        
|
| |  | in markets with 15 to 29 commercial radio stations, ownership is
	limited to six commercial stations, no more than four of which
	can be either AM or FM; and                                                                      
|
| |  | in markets with 14 or fewer commercial radio stations, ownership
	is limited to five commercial stations or no more than 50.0% of
	the markets total, whichever is lower, and no more than
	three of which can be either AM or FM.

The FCC has, for several years, followed a practice of reviewing
proposed transactions based on the degree of concentration that
would result from such transactions in the market for radio
advertising revenue. The FCC has recently signaled that it may
undertake a full-scale review of what, if any, consideration
should be given in its review of license transfer applications
to issues of market concentration. The outcome of such a review,
and whether it will be conducted, remains uncertain.

In addition to the limits on the number of radio stations that a
single owner may own in a particular geographic market, the FCC
also has cross-ownership rules which limit or prohibit radio
station ownership by the owner of television stations or a
newspaper in the same market. The FCC has revised its
radio/television cross-ownership rule to allow for greater
common ownership of radio and television stations. The revised
radio/television cross-ownership rule permits a single owner to
own up to two television stations, consistent with the
FCCs rules on common ownership of television stations, and
one radio station in all markets. In addition, an owner can own
additional radio stations, subject to local ownership limits for
the market, as follows:



| |   |                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in markets where 20 media voices will remain, an owner may own
	an additional five radio stations, or, if the owner only has one
	television station, an additional six radio stations; and
|
| |  | in markets where ten media voices will remain, an owner may own
	an additional three radio stations.                                                                                       

A media voice includes each independently-owned,
full power television and radio station and each newspaper, plus
one voice for all cable television systems operating in the
market. The FCCs broadcast/newspaper cross-ownership rule
prohibits the same owner from owning a broadcast station and a
daily newspaper in the same geographic market.

The FCC generally applies its ownership limits to
attributable interests held by an individual,
corporation, partnership or other association. In the case of
corporations directly or indirectly controlling broadcast
licenses, the interests of officers, directors and those who,
directly or indirectly, have the right to vote 5.0% or more of
the corporations voting stock are generally attributable.
In addition, certain passive investors are attributable if they
hold 20.0% or more of the

-16-



---



##### Table of Contents





The FCC has adopted a rule, known as the equity-debt-plus rule,
that causes certain creditors or investors to be attributable
owners of a station, regardless of whether there is a single
majority shareholder. Under this rule, a major programming
supplier or a same-market owner will be an attributable owner of
a station if the supplier or owner holds debt or equity, or
both, in the station that is greater than 33.0% of the value of
the stations total debt plus equity. A major programming
supplier includes any programming supplier that provides more
than 15.0% of the stations weekly programming hours. A
same-market owner includes any attributable owner of a media
company, including broadcast stations, cable television, and
newspapers, located in the same market as the station, but only
if the owner is attributable under an FCC attribution rule other
than the equity-debt-plus rule. The attribution rules limit the
number of radio stations we may acquire or own in any market and
may also limit the ability of certain potential buyers of
stations owned by us from being able to purchase some or all of
the stations which they might otherwise wish to purchase from us.

Alien Ownership Rules. The Communications Act prohibits
the issuance or holding of broadcast licenses by aliens,
including any corporation if more than 20.0% of its capital
stock is owned or voted by aliens. In addition, the FCC may
prohibit any corporation from holding a broadcast license if the
corporation is directly or indirectly controlled by any other
corporation of which more than 25.0% of the capital stock is
owned of record or voted by aliens, if the FCC finds that the
prohibition is in the public interest. These restrictions apply
in similar fashion to other forms of businesses and
organizations, including partnerships and limited liability
companies. Our charter provides that our capital stock is
subject to redemption by us by action of the Board of Directors
to the extent necessary to prevent the loss of any license held
by us, including any FCC license.

Time Brokerage. Over the past few years, a number of
radio stations have entered into what have commonly been
referred to as time brokerage agreements or local marketing
agreements. While these agreements may take varying forms, under
a typical time brokerage agreement, separately owned and
licensed radio stations agree to enter into cooperative
arrangements of varying sorts, subject to compliance with the
requirements of antitrust laws and with the FCCs rules and
policies. Under these arrangements, separately-owned stations
could agree to function cooperatively in programming,
advertising sales and similar matters, subject to the
requirement that the licensee of each station maintain
independent control over the programming and operations of its
own station. One typical type of time brokerage agreement is a
programming agreement between two separately-owned radio
stations serving a common service area, whereby the licensee of
one station provides substantial portions of the broadcast
programming for airing on the other licensees station,
subject to ultimate editorial and other controls being exercised
by the latter licensee, and sells advertising time during those
program segments.

The FCCs rules provide that a radio station that brokers
more than 15.0% of its weekly broadcast time on another station
serving the same market will be considered to have an
attributable ownership interest in the brokered station for
purposes of the FCCs multiple ownership rules. As a
result, in a market where we own a radio station, we would not
be permitted to enter into a time brokerage agreement with
another local radio station in the same market that we could not
own under the local ownership rules, unless our programming on
the brokered station constituted 15.0%

-17-



---



##### Table of Contents





Programming and Operation. The Communications Act
requires broadcasters to serve the public interest. Since 1981,
the FCC gradually has relaxed or eliminated many of the more
formalized procedures it developed to promote the broadcast of
types of programming responsive to the needs of a stations
community of license. However, licensees continue to be required
to present programming that is responsive to community problems,
needs and interests and to maintain records demonstrating such
responsiveness. Complaints from listeners concerning a
stations programming will be considered by the FCC when it
evaluates the licensees renewal application, although
listener complaints may be filed and considered at any time and
must be maintained in the stations public file.

Stations also must pay regulatory and application fees and
follow various FCC rules that regulate, among other things,
political advertising, the broadcast of obscene or indecent
programming, the advertisement of casinos and lotteries,
sponsorship identification and technical operations, including
limits on radio frequency radiation.

On January 20, 2000, the FCC adopted new rules prohibiting
employment discrimination by broadcast stations on the basis of
race, religion, color, national origin, and gender; and
requiring broadcasters to implement programs to promote equal
employment opportunities at their stations. The rules generally
require broadcast stations to disseminate information about job
openings widely so that all qualified applicants, including
minorities and women, have an adequate opportunity to compete
for the job. Broadcasters may fulfill this requirement by
sending the stations job vacancy information to
organizations that request it, participating in community
outreach programs or designing an alternative recruitment
program. Broadcasters with five or more full-time employees must
place in their public files annually a report detailing their
recruitment efforts and must file a statement with the FCC
certifying compliance with the rules every two years.
Broadcasters with ten or more full-time employees must file
their annual reports with the FCC midway through their license
term. Broadcasters also must file employment information with
the FCC annually for statistical purposes. In January 2001,
the U.S. Court of Appeals for the District of Columbia Circuit
vacated these rules and remanded them to the FCC for further
consideration. While the rules have been suspended, their future
is uncertain as the FCC seeks reconsideration of certain aspects
of the Courts decision, and as it considers the rules on
remand.

The FCC recently issued a decision holding that a broadcast
station may not deny a candidate for federal political office a
request for broadcast advertising time solely on the grounds
that the amount of time requested is not the standard length of
time which the station offers to its commercial advertisers.
This decision is currently being reconsidered by the FCC. The
effect that this FCC decision will have on our programming and
commercial advertising is uncertain.

Periodically, we may be required to obtain special temporary
authority from the FCC to operate the one or more of the
stations in a manner different from the licensed parameters so
that we can complete scheduled construction or maintenance or so
that we may repair damaged or broken equipment without
interrupting service.

Proposed and Recent Changes. Congress and the FCC may in
the future consider and adopt, new laws, regulations and
policies regarding a wide variety of matters that could,
directly or indirectly, affect the operation, ownership and
profitability of our radio stations, result in the loss of

-18-



---



##### Table of Contents







| |   |                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | proposals to impose spectrum use or other fees on FCC licensees;                                                                                                                          
|
| |  | technical and frequency allocation matters;                                                                                                                                               
|
| |  | proposals to restrict or prohibit the advertising of beer, wine
	and other alcoholic beverages;                                                                                           
|
| |  | changes in the FCCs attribution and multiple ownership
	policies, including narrowing the definition of the local market
	for multiple ownership purposes;                               
|
| |  | changes to broadcast technical requirements;                                                                                                                                              
|
| |  | proposals to allow telephone or cable television companies to
	deliver audio and video programming to the home through existing
	phone, cable television or other communication lines; and
|
| |  | proposals to limit the tax deductibility of advertising expenses
	by advertisers.                                                                                                         

The FCC currently is considering standards for evaluating,
authorizing, and implementing terrestrial digital audio
broadcasting technology, including In-Band On-Channel
technology, for FM radio stations. Digital audio
broadcastings advantages over traditional analog
broadcasting technology include improved sound quality and the
ability to offer a greater variety of auxiliary services.
In-Band On-Channel technology would permit an FM station
to transmit radio programming in both analog and digital
formats, or in digital only formats, using the bandwidth that
the radio station is currently licensed to use. It is unclear
what regulations the FCC will adopt regarding digital audio
broadcasting or In-Band On-Channel technology and what
effect such regulations would have on our business or the
operations of our radio stations.

On January 20, 2000, the FCC voted to adopt rules creating
a new low power FM radio service. The new low power stations
will operate at a maximum power of between ten and 100 watts in
the existing FM commercial and non-commercial band. Low power
stations may be used by governmental and non-profit
organizations to provide noncommercial educational programming
or public safety and transportation radio services. No existing
broadcaster or other media entity, including Regent, will be
permitted to have an ownership interest or enter into any
program or operating agreement with any low power FM station.
During the first two years of the new service, applicants must
be based in the area that they propose to serve. Applicants will
not be permitted to own more than one station nationwide during
the initial two-year period. After the initial two-year period,
entities will be allowed to own up to five stations nationwide,
and after three years, the limit will be raised to ten stations
nationwide. A single person or entity may not own two low power
stations whose transmitters are less than seven miles from each
other. The authorizations for the new stations will not be
transferable. The FCC has begun to accept applications for new,
low power FM stations.

At this time it is difficult to assess the competitive impact of
these new stations. Although the new low power stations must
comply with certain technical requirements aimed at protecting
existing FM radio stations from interference, we cannot be
certain of the level of interference that low power stations
will cause after they begin operating. Moreover, if low power FM
stations are licensed in the markets in which we operate, the
low power stations may compete for listeners and advertisers.
The low power stations may also limit our ability to obtain new
licenses or to modify our existing facilities, or cause
interference to areas of existing service that are not protected
by the FCCs rules, any of which may have a material
adverse affect on our business.

-19-



---



##### Table of Contents



Finally, the FCC has adopted procedures for the auction of
broadcast spectrum in circumstances where two or more parties
have filed for new or major change applications which are
mutually exclusive. Such procedures may limit our efforts to
modify or expand the broadcast signals of our stations.

We cannot predict what other matters might be considered in the
future by the FCC or Congress, nor can we judge in advance what
impact, if any, the implementation of any of these proposals or
changes might have on our business.

Federal Antitrust Considerations.The Federal Trade
Commission and the United States Department of Justice, which
evaluate transactions to determine whether those transactions
should be challenged under the federal antitrust laws, have been
increasingly active recently in their review of radio station
acquisitions, particularly where an operator proposes to acquire
additional stations in its existing markets.

For an acquisition meeting certain size thresholds, the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules promulgated thereunder, require the
parties to file Notification and Report Forms with the Federal
Trade Commission and the Department of Justice and to observe
specified waiting period requirements before consummating the
acquisition. During the initial 30-day period after the filing,
the agencies decide which of them will investigate the
transaction. If the investigating agency determines that the
transaction does not raise significant antitrust issues, then it
will either terminate the waiting period or allow it to expire
after the initial 30 days. On the other hand, if the agency
determines that the transaction requires a more detailed
investigation, then, at the conclusion of the initial 30-day
period, it will issue a formal request for additional
information. The issuance of a formal request extends the
waiting period until the 20th calendar day after the date of
substantial compliance by all parties to the acquisition.
Thereafter, the waiting period may only be extended by court
order or with the consent of the parties. In practice, complying
with a formal request can take a significant amount of time. In
addition, if the investigating agency raises substantive issues
in connection with a proposed transaction, then the parties
frequently engage in lengthy discussions or negotiations with
the investigating agency concerning possible means of addressing
those issues, including persuading the agency that the proposed
acquisition would not violate the antitrust laws, restructuring
the proposed acquisition, divestiture of other assets of one or
more parties, or abandonment of the transaction. These
discussions and negotiations can be time consuming, and the
parties may agree to delay completion of the acquisition during
their pendency.

At any time before or after the completion of a proposed
acquisition, the Federal Trade Commission or the Department of
Justice could take such action under the antitrust laws as it
considers necessary or desirable in the public interest,
including seeking to enjoin the acquisition or seeking
divestiture of the business or other assets acquired.
Acquisitions that are not required to be reported under the
Hart-Scott-Rodino Act may be investigated by the Federal Trade
Commission or the Department of Justice under the antitrust laws
before or after completion. In addition, private parties may
under certain circumstances bring legal action to challenge an
acquisition under the antitrust laws.

In June 1998, we received a civil investigative demand from
the Antitrust Division of the Department of Justice requesting
certain information regarding our acquisition of radio stations
in Redding, California to enable the Department of Justice to
determine, among other things, whether our Redding acquisitions
resulted in excessive concentration in the market. We have
responded to the information request and the matter is still
pending. Even if the Department of Justice were to proceed with
and successfully challenge the Redding acquisitions and we were
required to divest

-20-



---



##### Table of Contents





As part of its increased scrutiny of radio station acquisitions,
the Department of Justice has stated publicly that it believes
that commencement of operations under time brokerage agreements,
local marketing agreements, joint sales agreements and other
similar agreements customarily entered into in connection with
radio station transfers prior to the expiration of the waiting
period under the Hart-Scott-Rodino Act could violate the
Hart-Scott-Rodino Act. In connection with acquisitions subject
to the waiting period under the Hart-Scott-Rodino Act, so long
as the Department of Justice policy on the issue remains
unchanged, we would not expect to commence operation of any
affected station to be acquired under time brokerage agreement,
local marketing agreement or similar agreement until the waiting
period has expired or been terminated.




Item 2.  Properties

The types of properties required to support each of our radio
stations include offices, studios, transmitter sites and antenna
sites. A stations studios are generally housed with its
offices in business districts. The transmitter sites and antenna
sites are generally located so as to provide maximum market
coverage.

We currently own studio facilities in Redding, California;
Burton (Flint), Michigan; St. Cloud, Minnesota; Whitesboro
(Utica-Rome), New York; and Watertown, New York. We own
transmitter and antenna sites in Mojave (Palmdale), California;
Redding, California; Burton (Flint), Michigan; St. Cloud,
Stearns County and Graham Township (St. Cloud), Minnesota;
Whitestown, Deerfield and Kirkland (Utica-Rome), New York;
Watertown and Rutland (Watertown), New York; El Paso, Texas;
Albany, New York; and Grand Rapids, Michigan. We expect to
acquire additional real estate and to dispose of certain real
estate in connection with our pending transactions. We lease our
remaining studio and office facilities, including corporate
office space in Covington, Kentucky and Old Brookville, New
York, and our remaining transmitter and antenna sites. We do not
anticipate any difficulties in renewing any facility leases or
in leasing alternative or additional space, if required. We own
substantially all of our other equipment, consisting principally
of transmitting antennae, towers, transmitters, studio equipment
and general office equipment.

The two AM stations in the Watertown, New York market are
operating under special temporary authorities which will expire
in July, 2001. The FCC has renewed these temporary authorities,
which by statute can last no longer than six months, every six
months since November, 1998. We expect that the FCC will grant
further extensions of these special temporary authorities to
allow us time to repair those transmission facilities to return
the stations to licensed operations. However, due to the long
period of time during which they have been operating under
temporary authorizations, there can be no guarantee that the FCC
will grant further extensions, in which event we might be
required to interrupt service on these stations. An interruption
in service at these stations would not have a material adverse
effect on our financial condition or results of operations.

Substantially all of our personal property and equipment serve
as collateral for our obligations under our existing credit
facility.




Item 3.  Legal Proceedings

We currently and from time to time are involved in litigation
incidental to the conduct of our business, but we are not a
party to any lawsuit or proceeding that, in our opinion, is
likely to have a material adverse effect on us.

-21-



---



##### Table of Contents






Item 4.  Submission of Matters to a Vote of
Security Holders

There was no matter submitted to our security holders during the
fourth quarter of the fiscal year ended December 31, 2000.




PART II




Item 5.  Market for Registrants Common Equity
and Related Stockholder Matters

Shares of our common stock have been quoted on The Nasdaq Stock
Market under the symbol RGCI since January 25, 2000
following effectiveness of the registration statement for the
initial public offering of our common stock. The following table
sets forth, for each of the calendar quarters indicated, the
reported high and low closing sale prices of our common stock as
reported in the Nasdaq National Market.

|                                            |  |      |         |     |  |   |        | 
|------------------------------------------- |  | ---- | ------- | --- |  | - | ------ | 
|                                            |  | High |         | Low
|                                            |  |      |         |    
|2000                                        |  |      |         |     |  |   |        | 
|                                           
|                                           
|                                           
|                                           
|First quarter (commencing January 25, 2000) |  | $    | 14.0000 |     |  | $ | 9.3750 | 
|                                           
|                                           
|                                           
|                                           
|Second quarter                              |  | $    | 12.1875 |     |  | $ | 5.0625 | 
|                                           
|                                           
|                                           
|                                           
|Third quarter                               |  | $    | 8.8750  |     |  | $ | 5.2500 | 
|                                           
|                                           
|                                           
|                                           
|Fourth quarter                              |  | $    | 6.8750  |     |  | $ | 3.5000 | 

As of March 15, 2001, there were approximately 338 holders
of record of our common stock. The number of record holders was
determined from the records of our transfer agent and does not
include beneficial owners of common stock whose shares are held
in the names of securities brokers, dealers and registered
clearing agencies.

We have never declared or paid cash dividends on our common
stock and do not intend to do so in the foreseeable future. In
addition, our credit agreement with our lenders prohibits the
payment of cash dividends on our common stock.

In May 2000, a total of 34,095 shares of our common stock
was issued to four former directors of Faircom Inc. at a price
of $1.1064 per share upon the exercise of options that were
outstanding under the Regent Communications, Inc. Faircom
Conversion Stock Option Plan which provided substitute options
for those granted under the Faircom Inc. Stock Option Plan prior
to our merger with Faircom Inc. On October 25, 2000, we
granted to eligible employees under our 1998 Management Stock
Option Plan options to purchase a total of 10,500 shares of our
common stock at $5.50 per share. The options granted are
exercisable in five annual increments (up to one-fifth each
year) beginning on the first anniversary of the date of grant.
These options and shares issued on exercise of options were
issued in private transactions to a limited number of select
persons based upon exemptions from the registration requirements
of the Securities Act of 1933, as amended, provided under
Section 4(2) of that Act and the rules and regulations
promulgated thereunder.

-22-



---



##### Table of Contents






Item 6.  Selected Financial Data

The selected financial data below should be read in conjunction
with our consolidated financial statements and related notes and
Managements Discussion and Analysis of Financial
Condition and Results of Operations included elsewhere in
this report.

SELECTED CONSOLIDATED FINANCIAL DATA

|                                                                                 |  |                                       |         |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | ---- |  | ---- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | - |  | - | ------ | -
|                                                                                 |  |                                      
|                                                                                 |  | Year Ended December 31,              
|                                                                                 |  |                                      
|                                                                                 |  | 2000                                  |         | 1999 |  | 1998 |         | 1997 |  | 1996
|                                                                                 |  |                                       |         |      |  |      |         |      |  |     
|                                                                                 |  |                                      
|                                                                                 |  | (In thousands, except per share data)
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Operating Results(1)(2):                                                         |  |                                       |         |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Net broadcasting revenues                                                        |  | $                                     | 44,107  |      |  | $    | 23,854  |      |  | $    | 14,772  |   |  | $ | 5,993   |   |  | $ | 4,874  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Income (loss) from operations                                                    |  |                                       | 831     |      |  |      | (612    | )    |  |      | (433    | ) |  |   | 1,015   |   |  |   | 1,223  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Income (loss) before income taxes and extraordinary items                        |  |                                       | 14,966  |      |  |      | (6,300  | )    |  |      | (3,290  | ) |  |   | (363    | ) |  |   | 279    |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Extraordinary items                                                              |  |                                       | (1,114  | )    |  |      | (471    | )    |  |      | (1,170  | ) |  |   | (4,333  | ) |  |   |       |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Net income (loss)                                                                |  |                                       | 13,852  |      |  |      | (6,771  | )    |  |      | (4,460  | ) |  |   | (4,696  | ) |  |   | 279    |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Preferred stock dividend requirements                                            |  |                                       | (629    | )    |  |      | (5,205  | )    |  |      | (2,166  | ) |  |   |        |   |  |   |       |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Preferred stock accretion                                                        |  |                                       | (26,611 | )    |  |      | (17,221 | )    |  |      | (4,787  | ) |  |   |        |   |  |   |       |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Basic and Diluted Net Loss Per Common Share:                                     |  |                                       |         |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Income (loss) before extraordinary items                                         |  | $                                     | (0.39   | )    |  | $    | (119.69 | )    |  | $    | (42.67  | ) |  | $ | (1.51   | ) |  | $ | 1.16   |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Extraordinary items                                                              |  |                                       | (0.03   | )    |  |      | (1.96   | )    |  |      | (4.88   | ) |  |   | (18.06  | ) |  |   |       |  
|                                                                                 |  |                                       |         |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|Basic and diluted net income (loss) per common share                             |  | $                                     | (0.42   | )    |  | $    | (121.65 | )    |  | $    | (47.55  | ) |  | $ | (19.57  | ) |  | $ | 1.16   |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Weighted average number of common shares used in basic and
	diluted calculations |  |                                       | 31,715  |      |  |      | 240     |      |  |      | 240     |   |  |   | 240     |   |  |   | 240    |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Balance Sheet Data:                                                              |  |                                       |         |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |        |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Current assets                                                                   |  | $                                     | 12,012  |      |  | $    | 10,329  |      |  | $    | 11,619  |   |  | $ | 1,919   |   |  | $ | 1,306  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Total assets                                                                     |  |                                       | 252,733 |      |  |      | 83,727  |      |  |      | 67,618  |   |  |   | 13,010  |   |  |   | 4,326  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Current liabilities                                                              |  |                                       | 4,902   |      |  |      | 3,115   |      |  |      | 13,027  |   |  |   | 860     |   |  |   | 1,068  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Long-term debt, less current portion                                             |  |                                       | 45,010  |      |  |      | 25,331  |      |  |      | 34,618  |   |  |   | 21,912  |   |  |   | 7,277  |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Redeemable preferred stock                                                       |  |                                       |        |      |  |      | 89,265  |      |  |      | 27,406  |   |  |   |        |   |  |   |       |  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Total stockholders equity (deficit)                                             |  | $                                     | 198,420 |      |  | $    | (37,810 | )    |  | $    | (10,077 | ) |  | $ | (10,182 | ) |  | $ | (5,486 | )



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Acquisitions in 1998, 1999, and 2000 affect comparability among
	years (see Note 2 in Notes to Financial Statements).                                                                                                                                                                                                                                                                                                                                                                            
|   
|(2) | On June 15, 1998, we acquired, pursuant to an agreement of
	merger, all of the outstanding common stock of Faircom Inc. for
	3,700,000 shares of our Series C convertible preferred
	stock. The acquisition was treated for accounting purposes as
	the acquisition of Regent by Faircom under the purchase method
	of accounting, with Faircom as the accounting acquirer.
	Consequently, the historical financial statements prior to
	June 15, 1998, the date of merger, are those of Faircom.

-23-



---



##### Table of Contents








|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of Financial
	Condition and Results of Operations

Introduction

General

Our company was formed in November 1996 to acquire, own and
operate clusters of radio stations in small and mid-sized
markets. Since that time, we have consummated a number of
mergers, acquisitions, borrowings and issuances of additional
equity, including the successful completion of an initial public
offering (IPO) of 18,400,000 shares of common stock in
January 2000. Concurrently with the IPO, we entered into a
new revolving credit facility, and terminated our old revolving
credit facility. The IPO and new credit facility have
strengthened our balance sheet and allowed us to triple our
asset base in year 2000 through the acquisition of 23 radio
stations in six markets and the disposal of 11 radio stations in
three markets. As a result of these transactions, we now own and
operate a total of 44 radio stations in 11 markets and have
entered into three new markets that rank among the top 70
markets in the country (Albany, New York; Grand Rapids,
Michigan; and El Paso, Texas). We also began providing
programming and other services to three additional stations in
St. Cloud, Minnesota that we have agreed to acquire.

The principal source of our revenue is the sale of broadcasting
time on our radio stations for advertising. As a result, our
revenue is affected primarily by the advertising rates our radio
stations charge. Correspondingly, the rates are based upon a
stations ability to attract audiences in the demographic
groups targeted by its advertisers, as measured principally by
periodic Arbitron Radio Market Reports. In 2000, our radio
stations derived approximately 86% of their net broadcast
revenues from local and regional advertising in the markets in
which they operated, and the remainder resulted principally from
the sale of national advertising.

The financial results of our business are seasonal. As is
typical in the radio broadcasting industry, our first calendar
quarter will be expected to produce the lowest revenues for the
year, and the fourth calendar quarter will be expected to
produce the highest revenues for the year. Our operating results
in any period may be affected by the incurrence of advertising
and promotion expenses that do not necessarily produce
commensurate revenues until the impact of the advertising and
promotion is realized in future periods.

Excluding gains on the sale or exchange of radio stations, we
have historically generated net losses primarily as a result of
significant non-cash charges for depreciation and amortization
relating to the acquisition of radio stations and interest
charges on outstanding debt. We have historically amortized the
FCC licenses and goodwill attributable to substantially all of
our radio station acquisitions made prior to 2000 over a 15- to
40-year period. Based upon the large number of acquisitions we
consummated within the last two years, we anticipate that
depreciation and amortization charges will continue to be
significant for several years. To the extent that we complete
additional acquisitions, our interest expense and depreciation
and amortization charges are likely to increase. We are
amortizing the FCC licenses and goodwill attributable to our
acquisitions in 2000 and beyond over a useful life not to exceed
20 years.

Our financial results are dependent on a number of factors,
including the general strength of the local and national
economies, population growth, the ability to provide popular
programming, local market and regional competition, relative
efficiency of radio broadcasting compared to other advertising
media, signal strength and government regulation and policies.
From time to time the markets in which we operate experience
weak economic conditions that may negatively affect our revenue.
We believe, however, that this impact is somewhat mitigated by
our diverse geographical presence.

-24-



---



##### Table of Contents



The performance of a radio station group, such as ours, is
customarily measured by its ability to generate broadcast cash
flow. The term broadcast cash flow means operating
income (loss) before depreciation and amortization and
corporate general and administrative expenses, excluding barter
activity. Although broadcast cash flow is not a measure of
performance calculated in accordance with generally accepted
accounting principles, we believe that broadcast cash flow is
accepted by the broadcasting industry as a generally recognized
measure of performance and is used by analysts who report
publicly on the performance of broadcasting companies.
Nevertheless, this measure should not be considered in isolation
or as a substitute for operating income, net income, net cash
provided by operating activities or any other measure for
determining our operating performance or liquidity that is
calculated in accordance with generally accepted accounting
principles.

Effect of Recently Issued Accounting
Pronouncements

The Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) 101, Revenue Recognition in
Financial Statements, which is effective for the fourth
quarter of 2000. In SAB 101, the SEC staff expressed its views
regarding the appropriate recognition of revenue with regard to
a variety of circumstances. We have evaluated SAB 101 and have
determined that the impact of adoption is not material.

In March 2000, the Financial Accounting Standards Board
issued FASB Interpretation No. 44 (FIN 44),
Accounting for Certain Transactions Including Stock
Compensation  an Interpretation of APB Opinion
No. 25. FIN 44 provides guidance for certain issues
that arose in applying APB Opinion No. 25, Accounting
for Stock Issued to Employees. We have adopted FIN 44, as
required in the third quarter of 2000, and deemed that the
impact of adoption is not material.

In June 1998, the Financial Accounting Standards Board
(FASB) issued SFAS 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS 133 prescribes
the accounting treatment for derivative instruments, including
certain derivative instruments embedded in other contracts, and
for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value.
As of December 31, 2000, we have not employed any financial
instruments to manage our interest rate exposure. We may employ
financial instruments to manage our exposure to fluctuations in
interest rates. We do not hold or issue such financial
instruments for trading purposes. In June 2000, the FASB
issued SFAS 138, an amendment to SFAS 133. We have adopted SFAS
133 and related amendments, as required in the year 2001, and
have determined the impact of adoption to be immaterial.

Cautionary Statement Concerning Forward-Looking
Statements

This Form 10-K includes certain forward-looking statements
with respect to our company and its business that involve risks
and uncertainties. These statements are influenced by our
financial position, business strategy, budgets, projected costs
and the plans and objectives of management for future
operations. They use words such as anticipate,
believe, plan, estimate,
expect, intend, project and
other similar expressions. Although we believe our expectations
reflected in these forward-looking statements are based on
reasonable assumptions, we cannot assure you that our
expectations will prove correct. Actual results and developments
may differ materially from those conveyed in the forward-looking
statements. For these statements, we claim the protections for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.

-25-



---



##### Table of Contents



Results of Operations

Following is a discussion of the key factors that have affected
our business over the last three years. This commentary should
be read in conjunction with our consolidated financial
statements and the related footnotes.

2000 Compared to 1999

In 2000 compared to 1999, we experienced substantial increases
in net broadcast revenues, station operating expenses,
depreciation and amortization, corporate general and
administrative expenses, and interest expense, due primarily to
our year 2000 acquisitions of radio stations in El Paso, Texas;
Utica/ Rome, Watertown and Albany, New York; Grand Rapids,
Michigan; and Chico, California; as well as a time brokerage
arrangement in St. Cloud, Minnesota. Accordingly, the results of
our operations in 2000 are not comparable to those of the prior
period, nor are they necessarily indicative of results in the
future.

Net Revenues, Station Operating Expenses, and
Broadcast Cash Flow

Net broadcast revenues, operating expenses and broadcast cash
flow in 2000 increased 84.9%, 64.7% and 152.0%, respectively,
over that of the 1999 period. While acquisitions have affected
the comparability of our 2000 operating results to those of
1999, we believe meaningful quarter-to-quarter comparisons can
be made for results of operations for those markets in which we
have been operating for five full quarters, exclusive of any
markets under contract for disposition. These comparable results
between 2000 and 1999 are listed in the table below by quarter.

|                    |          |                        |       |                     |   |   |       |      |  
|------------------- | -------- | ---------------------- | ----- | ------------------- | - | - | ----- | ---- | -
|                    |          | Net Revenue            |       | Broadcast Cash Flow
|                    |          |                        |       |                    
|                    |          |                       
|                    |          | (Dollars in thousands)
|                   
|                   
|                   
|                   
|First Quarter 2000  |          | $                      | 3,602 |                     |   | $ | 706   |     
|                   
|                   
|                   
|                   
|First Quarter 1999  |          | $                      | 3,336 |                     |   | $ | 635   |     
|                   
|                   
|                   
|                   
|                    | % change |                        |       | 8.0                 | % |   |       | 11.2 | %
|                   
|                   
|                   
|                   
|Second Quarter 2000 |          | $                      | 2,408 |                     |   | $ | 670   |     
|                   
|                   
|                   
|                   
|Second Quarter 1999 |          | $                      | 2,200 |                     |   | $ | 595   |     
|                   
|                   
|                   
|                   
|                    | % change |                        |       | 9.5                 | % |   |       | 12.6 | %
|                   
|                   
|                   
|                   
|Third Quarter 2000  |          | $                      | 3,293 |                     |   | $ | 982   |     
|                   
|                   
|                   
|                   
|Third Quarter 1999  |          | $                      | 2,947 |                     |   | $ | 780   |     
|                   
|                   
|                   
|                   
|                    | % change |                        |       | 11.7                | % |   |       | 25.9 | %
|                   
|                   
|                   
|                   
|Fourth Quarter 2000 |          | $                      | 4,082 |                     |   | $ | 1,097 |     
|                   
|                   
|                   
|                   
|Fourth Quarter 1999 |          | $                      | 3,476 |                     |   | $ | 835   |     
|                   
|                   
|                   
|                   
|                    | % change |                        |       | 17.4                | % |   |       | 31.4 | %

Note:  Each quarter represents the markets and stations
that we owned or operated for five full quarters at that time.

Corporate Expenses

Corporate general and administrative expenses increased from
$2.8 million in 1999 to $4.5 million in 2000,
reflecting the increased infrastructure required to support a
public company whose stock is listed on a national exchange.
Corporate personnel increased by approximately 50% from 1999 to
2000 and additionally, we moved into new corporate facilities in
the third quarter of 2000 to accommodate the new infrastructure.

Depreciation and Amortization

Due to purchase price allocations of $11.1 million of
property and equipment in addition to $176.2 million of
intangible assets from acquisitions in 2000, depreciation and
amortization expense

-26-



---



##### Table of Contents





Interest Expense

Interest expense decreased by approximately 19% in 2000 compared
to 1999 as average debt levels in 2000 were approximately
$16.5 million, compared to average debt levels of
$39.2 million in 1999. Average debt levels were lower in
2000 as we had paid down all our debt with proceeds from the IPO
in January and subsequently did not incur any borrowings until
August when we borrowed $44.0 million under our new credit
facility. The interest expense savings on the lower debt levels
in 2000 were partially offset by increased commitment fees on
the unborrowed capacity of our new credit facility.

Gain on the Sale of Radio Stations

On August 24, 2000, we completed an exchange agreement
entered into with Clear Channel Broadcasting, Inc, Capstar Radio
Operating Company and their affiliates in which we exchanged our
eight stations serving the Mansfield, Ohio (2 FM/1 AM) and
Victorville, California (3 FM/2 AM) markets plus
approximately $80.5 million in cash for ten stations
serving the Grand Rapids, Michigan (3 FM/1 AM) and Albany, New
York (4 FM/2 AM) markets. As a result of this transaction, we
recognized a gain on the exchange of approximately
$17.8 million which is reflected in the Consolidated
Statement of Operations for the year ended December 31,
2000.

Income Tax Expense

We have cumulative federal and state tax loss carryforwards of
approximately $44.4 million at December 31, 2000.
These loss carryforwards will expire in years 2001 through 2020.
The utilization of a portion of these net operating loss
carryforwards for federal income tax purposes is limited
pursuant to the annual utilization limitations provided under
the provisions of Internal Revenue Code Section 382. In
1998 and 1999, we established a valuation allowance against our
deferred tax assets following an assessment of the realizability
of such amounts.

In 2000, we recognized a gain of approximately
$17.8 million on the asset exchange from the Clear Channel
transaction. For tax purposes this transaction was treated as a
like-kind exchange resulting in a deferred tax liability
pursuant to the provisions of Internal Revenue Code
Section 1031, of approximately $6.3 million. In
arriving at the determination as to the amount of the valuation
allowance required for the current year, we considered the
impact of deferred tax liabilities resulting from purchase
transactions; statutory restrictions on the use of operating
losses and a tax planning strategy available to us.
Consequently, we determined that no valuation allowance is
required for 2000 and released the full valuation allowance. As
a result of these events, no income tax expense was recorded in
2000. On a quarterly basis, we will assess whether it remains
more likely than not that the deferred tax asset will be
realized.

Extraordinary Loss

On January 28, 2000, we paid off the outstanding debt from
our old credit facility, accrued interest and related fees
totaling approximately $25.1 million using proceeds from our
IPO. This final paydown resulted in an extraordinary loss of
approximately $1.1 million, net of income tax, from the
write-off of deferred financing costs.

1999 Compared to 1998

On June 15, 1998, we completed a merger with Faircom Inc.
in which Faircom merged into one of our subsidiaries. Even
though our subsidiary was the surviving entity in the merger,
Faircom

-27-



---



##### Table of Contents





Because of our June 1998 acquisitions (see Note 2) and, to
a lesser extent, our acquisitions of stations in St. Cloud,
Minnesota and Erie, Pennsylvania in 1999, we experienced
substantial increases in net broadcast revenues, station
operating expenses, depreciation and amortization, corporate
general and administrative expenses, and interest expense in
1999 compared to 1998. Accordingly, the results of our
operations in 1999 are not comparable to those of the prior
period.

For 1999 compared to 1998, net broadcast revenues increased
61.5% from $14.8 million to $23.9 million, station
operating expenses increased 65.8% from $11.1 million to
$18.3 million, and depreciation and amortization increased
48.0% from $2.3 million to $3.4 million. We
experienced a 48.0% increase from $1.9 million to
$2.8 million in corporate general and administrative
expenses in 1999 compared to 1998. This increase was
comparatively less than the increase in net broadcasting
revenues and station operating expenses because these expenses
in 1998 included $530,000 in additional compensation expense
resulting from our issuance of stock options in the Faircom
merger to two officers of Faircom, as provided in the merger
agreement. Interest expense increased 82.0% from
$2.9 million to $5.2 million as a result of increased
borrowings used to finance the various acquisitions and a
$1.1 million charge to interest expense due to an increase
in our warrant liability, along with a $162,000 charge related
to the write-off of deferred financing fees in connection with
the modification of our former bank credit facility.
Additionally, in 1999 as a result of the old credit facility
paydown in accordance with the original terms of the credit
facility, we recognized an extraordinary loss of $471,000, net
of income tax, from the write-off of related deferred financing
costs. The effective tax rate applied to the extraordinary loss
was zero due to the Companys cumulative loss carryforward
position.

While acquisitions have affected the comparability of our 1999
operating results to those of 1998, we believe meaningful
quarter-to-quarter comparisons can be made for results of
operations for those markets in which we had been operating for
five full quarters, exclusive of any markets held for sale. This
group of comparable markets in 1999, is represented by six
markets and 24 stations. In these comparable markets, for the
six months ended December 31, 1999 as compared to the same
period in 1998, our net broadcast revenues, excluding barter
revenues, increased 3.2% and broadcast cash flow increased by
1.1%.

These comparative results were adversely affected by
circumstances in our Flint, Michigan market. The competitive
environment in Flint changed in late 1997 with the addition of a
new commercial FM radio station. The Flint school system
previously owned this station and operated it as a
non-commercial facility. The school board sold the station at
auction to an experienced commercial broadcaster. In 1998, and
shortly before we took control of Faircoms cluster of
three stations in the Flint market, the new commercial station
changed format and in 18 months became the top station in
the marketplace in terms of adult listenership. Its success
impacted advertising market rates and the distribution of
advertising dollars to stations in the market, adversely
affecting our market share of revenues, along with that of other
competitors. It was estimated by an industry source that in
1999, its first full year of commercial operation, the new
station would capture approximately 17% of the market revenue.
In January 1999, we made significant changes in the
management structure and personnel at our Flint stations, which
had been delayed due to certain contractual arrangements. The
acclimation of the new management team and related operational
changes took most of 1999 to have effect. For these reasons, we
do not believe the results of our Flint stations were comparable
to those of the prior year until the end of the first quarter of
2000.

-28-



---



##### Table of Contents



For the 21 stations in our other five comparable markets, net
broadcast revenues, excluding barter revenues, increased 7.3%
and broadcast cash flow increased 12.9% for the six months ended
December 31, 1999 as compared to the same period in 1998.

Liquidity and Capital Resources

Our cash balance at December 31, 2000 was approximately
$778,000 compared to $3.4 million at December 31,
1999. Net cash provided by operating activities was
$3.1 million in 2000 compared to $2.4 million cash
used in operating activities in 1999. The increase was due
primarily to the operating activities of radio stations acquired
in 2000. Cash flow used in investing activities increased to
$148.7 million in 2000 compared to $15.5 million used
in 1999, due to the increase in the acquisition of radio
stations in 2000. Cash flows provided by financing activities
increased to $142.9 million in 2000 compared to
$20.8 million in 1999 due primarily to net proceeds
received from our IPO in January 2000.

Sources of Funds

In 2000, our sources of cash totaled approximately
$199 million and were derived from a combination of the net
proceeds from the issuance of common stock; borrowings from our
new credit facility; cash provided from operating activities;
and proceeds from the sale of our stations in Flagstaff, Arizona.

On January 27, 2000, we terminated our old credit facility
and entered into a new credit facility, which is a
$125.0 million senior secured seven-year reducing revolving
facility, that also provides for an additional
$50.0 million on substantially the same terms, to fund
future acquisitions, subject to terms and conditions of the
credit agreement. This additional $50.0 million borrowing
capability is available during the first 24 months of the
facility and thereafter will convert to a term loan maturing
December 31, 2006. This credit facility permits the
borrowing of available credit for working capital requirements
and general corporate purposes, including transaction fees and
expenses, and to fund pending and permitted future acquisitions.
The credit facility also permits us to request from time to time
that the lenders issue letters of credit in an amount up to
$25.0 million in accordance with the same lending
provisions. The commitment, and our maximum borrowings, will
reduce over five years beginning in 2002 as follows (In
thousands):

|             |  |                   |         | 
|------------ |  | ----------------- | ------- | 
|December 31, |  | Commitment Amount
|             |  |                  
|2001         |  | $                 | 125,000 | 
|            
|            
|            
|            
|2002         |  |                   | 106,250 | 
|            
|            
|            
|            
|2003         |  |                   | 87,500  | 
|            
|            
|            
|            
|2004         |  |                   | 62,500  | 
|            
|            
|            
|            
|2005         |  |                   | 37,500  | 
|            
|            
|            
|            
|2006         |  |                   | 0     | 

The $25.0 million letter of credit sub-limit also reduces
proportionately but not below $15.0 million. Mandatory
prepayments and commitment reductions will also be required from
certain asset sales, subordinated debt proceeds, excess cash
flow amounts and sales of equity securities.

Under the new credit facility, we are required to maintain a
minimum interest rate coverage ratio, minimum fixed charge
coverage ratio, maximum corporate overhead, and maximum
financial leverage ratio and to observe negative covenants
customary for facilities of this type. Borrowings under our
credit facility bear interest at a rate equal to, at our option,
either (a) the higher of the rate announced or published
publicly from time to time by the agent as its corporate base of
interest or the Overnight Federal Funds Rate plus 0.5%, in
either case plus the applicable margin

-29-



---



##### Table of Contents





On January 28, 2000, we closed our IPO of 16,000,000 shares
of our common stock. On February 7, 2000, the underwriters
exercised their over-allotment of an additional 2,400,000
shares. All shares were sold at $8.50 per share, resulting in
gross proceeds of $156.4 million and net proceeds of
approximately $143.8 million (see Note 3).

On September 29, 2000, we completed the sale of our
Flagstaff, Arizona radio stations to Yavapai Broadcasting
Corporation for approximately $2.0 million. These proceeds were
used to reduce outstanding borrowings on the new credit facility.

Uses of Funds

In 2000, we utilized our sources of cash primarily to acquire
radio stations totaling $148.9 million; pay off our credit
facility debt and related costs in the amount of
$30.7 million; and fund other financing activities totaling
$20.2 million.

The net proceeds from the IPO in January 2000 were used as
follows: approximately $27.1 million was used to repay all
borrowings, accrued interest and related fees under our old
credit facility along with the fees associated with entering
into the new bank credit facility; $67.3 million was used
to fund our acquisitions of radio stations in Utica-Rome and
Watertown, New York and El Paso, Texas; $5.9 million was
used to redeem our Series B convertible preferred stock and
pay accrued dividends; $7.3 million was used to pay accrued
dividends on all other series of convertible preferred stock,
which were converted to common stock on a one-for-one basis;
$1.5 million was used to repurchase 275,152 shares of
common stock from an affiliate of one of the underwriters in
order to comply with the rules of the National Association of
Securities Dealers, Inc; and the remaining net proceeds of
approximately $35.0 million were used to fund a portion of
the cash required for the Clear Channel transaction.

On August 24, 2000, we completed the Clear Channel
transaction, in which we exchanged our eight stations serving
the Mansfield, Ohio (2 FM/1 AM) and Victorville, California (3
FM/2 AM) markets plus approximately $80.5 million in cash
for ten stations serving the Grand Rapids, Michigan (3 FM/1 AM)
and Albany, New York (4 FM/2 AM) markets. We borrowed
$44.0 million on the new credit facility and used residual
cash from the IPO and cash from operations to fund this
transaction.

In June of 2000, we initiated a program to buy back shares of
our common stock at certain market price levels. We acquired a
total of 1,363,752 shares for an aggregate purchase price
of approximately $7.1 million in 2000.

In 2000, we funded capital expenditures of $1.7 million to
upgrade our equipment and facilities, primarily at stations
recently acquired in order to remain competitive and to create
cost savings over the long term. We expect capital expenditures
to increase in 2001 due to the radio stations we acquired in
2000 and the correlating increase in the size of our
infrastructure.

-30-



---



##### Table of Contents



Pending Sources and Uses of Funds

On June 21, 2000, we entered into a definitive agreement to
acquire by merger with StarCom, Inc. two FM and one AM radio
stations (KKRS-FM, KLZZ-FM and KXSS-AM) serving the St. Cloud,
Minnesota market for approximately $5.0 million in cash. We made
an escrow deposit in the amount of $350,000. The Federal
Communications Commission has approved the assignment of the
station licenses, and we anticipate closing this acquisition in
March or April 2001. The closing of this transaction had
been delayed by the FCCs analysis of market revenue share
in St. Cloud, Minnesota. On July 1, 2000, pending closing
of the purchase, we began providing programming and other
services to the stations under a time brokerage agreement.

On December 28, 2000 we entered into a definitive agreement
with NextMedia Group II, Inc. and its affiliate to acquire
substantially all of the assets of WJET-FM serving the Erie,
Pennsylvania market for approximately $5.0 million in cash.
We delivered an irrevocable letter of credit in the amount of
$250,000 to secure our obligations under the agreement. An
application seeking FCC approval of the assignment of the
station licenses was filed on January 12, 2001. The closing
of this transaction has been delayed by the FCCs analysis
of market revenue share in Erie, Pennsylvania.

On November 3, 2000, we entered into a definitive agreement
to sell substantially all the assets of our three Southern
California radio stations (KTPI-FM and KAVC-AM licensed to
Mojave and Tehachapi, and KOSS-FM licensed to Rosamond) to
Concord Media Group, Inc. for approximately $13.5 million.
An application seeking FCC approval of the assignment of the
station licenses was filed on November 7, 2000. Action on
the FCC application for approval of this sale has been delayed
due to the filing of an objection by the owner of a competing
station in the market based on the alleged ownership
concentration claimed to be allocable to the proposed buyer
following the sale. We intend to apply the net proceeds of this
sale to pay down our credit facility.

We believe the cash generated from operations and available
borrowings under our new credit facility will be sufficient to
complete our pending acquisitions and to meet our requirements
for corporate expenses and capital expenditures for the
foreseeable future, based on our projected operations and
indebtedness. After giving effect to all pending transactions,
the outstanding borrowings under our credit facility would be
approximately $41.0 million with available borrowings of
approximately $84.0 million, subject to the terms and
conditions of the credit facility.




Item 7A.  Quantitative and Qualitative Disclosures
about Market Risk

We are exposed to the impact of interest rate changes as
borrowings under our new credit facility bear interest at
variable interest rates. It is our policy to enter into interest
rate transactions only to the extent considered necessary to
meet our objectives. As of December 31, 2000, we have not
employed any financial instruments to manage our interest rate
exposure. Based on our exposure to variable rate borrowings at
December 31, 2000, a one percent change in the weighted
average interest rate would change the Companys annual
interest expense by $445,000.

To satisfy the requirements imposed under the terms of our old
credit facility, we had previously entered into a two-year
collar agreement effective August 17, 1998 for a notional
amount of $34.4 million to mitigate the risk of interest
rates increasing under this facility. On February 9, 2000
we terminated the collar agreement in conjunction with the
termination of the old credit facility. In the event that we
deem it economically feasible, at some time in the future we
would consider entering into an agreement to mitigate interest
rate risk.

-31-



---



##### Table of Contents






Item 8.  Financial Statements and Supplementary
Data

REGENT COMMUNICATIONS, INC

INDEX TO FINANCIAL STATEMENTS

|                                  |                                                                                                                             |      |    |    | 
|--------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ---- | -- | -- | 
|                                  |                                                                                                                             | Page
|                                  |                                                                                                                             |     
|Report of Independent Accountants |                                                                                                                             |      | 33 |   
|                                 
|                                 
|                                 
|                                 
|Financial Statements:             |                                                                                                                             |      |    |   
|                                 
|                                 
|                                 
|                                 
|                                  | Consolidated Statements of Operations for the three years ended
	December 31, 2000, 1999 and 1998                           |      |    | 34 | 
|                                 
|                                 
|                                 
|                                 
|                                  | Consolidated Balance Sheets at December 31, 2000 and 1999                                                                   |      |    | 35 | 
|                                 
|                                 
|                                 
|                                 
|                                  | Consolidated Statements of Cash Flows for the three years ended
	December 31, 2000, 1999 and 1998                           |      |    | 36 | 
|                                 
|                                 
|                                 
|                                 
|                                  | Consolidated Statements of Changes in Stockholders Equity
	(Deficit) for the years ended December 31, 2000, 1999 and
	1998 |      |    | 37 | 
|                                 
|                                 
|                                 
|                                 
|                                  | Notes to Consolidated Financial Statements                                                                                  |      |    | 38 | 
|                                 
|                                 
|                                 
|                                 
|Financial Statement Schedules:    |                                                                                                                             |      |    |   
|                                 
|                                 
|                                 
|                                 
|                                  | Schedule II  Valuation and Qualifying Accounts                                                                             |      |    | 56 | 

-32-



---



##### Table of Contents



REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of Regent
Communications, Inc.:

In our opinion, the consolidated financial statements listed in
the accompanying index present fairly, in all material respects,
the financial position of Regent Communications, Inc. and its
subsidiaries (the Company) at December 31, 2000
and 1999, and the results of their operations and their cash
flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America. In addition,
in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects,
the information set forth therein when read in conjunction with
the related consolidated financial statements. These financial
statements and financial statement schedule are the
responsibility of the Companys management; our
responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.

PricewaterhouseCoopers LLP

Cincinnati, Ohio



-33-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |        |        |  
|------------------------------------------------------------------------------- | --------------------------------------------------------- | ---------------------------------------- | ------- | ------- | ------ | ---- | ------- | ------- | ------- | - | ------- | ------ | ------ | -
|                                                                                |                                                           |                                         
|                                                                                |                                                           | Year Ended December 31,                 
|                                                                                |                                                           |                                         
|                                                                                |                                                           | 2000                                     |         | 1999    |        | 1998
|                                                                                |                                                           |                                          |         |         |        |     
|                                                                                |                                                           |                                         
|                                                                                |                                                           | (In thousands, except per share amounts)
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Gross broadcast revenues                                                        |                                                           | $                                        | 48,324  |         |        | $    | 25,613  |         |         | $ | 16,047  |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Less agency commissions                                   |                                          |         | 4,217   |        |      |         | 1,759   |         |   |         | 1,275  |       
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|                                                                                |                                                           | Net broadcast revenues                   |         |         | 44,107 |      |         |         | 23,854  |   |         |        | 14,772 |  
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Station operating expenses                                                      |                                                           |                                          | 30,173  |         |        |      | 18,325  |         |         |   | 11,052  |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Depreciation and amortization                                                   |                                                           |                                          | 8,602   |         |        |      | 3,368   |         |         |   | 2,281   |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Corporate general and administrative expenses                                   |                                                           |                                          | 4,501   |         |        |      | 2,773   |         |         |   | 1,872   |       
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|                                                                                |                                                           | Operating income (loss)                  |         |         | 831    |      |         |         | (612    | ) |         |        | (433   | )
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Interest expense                                                                |                                                           |                                          | (4,229  | )       |        |      | (5,249  | )       |         |   | (2,883  | )     
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Gain (loss) on exchange/sale of radio stations                                  |                                                           |                                          | 17,504  |         |        |      | (602    | )       |         |   |        |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Other income, net                                                               |                                                           |                                          | 860     |         |        |      | 163     |         |         |   | 26      |       
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|                                                                                | Income (loss) before income taxes and extraordinary items |                                          |         | 14,966  |        |      |         | (6,300  | )       |   |         | (3,290 | )     
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Income tax expense                                                              |                                                           |                                          |        |         |        |      |        |         |         |   |        |       
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|Income (loss) before extraordinary items                                        |                                                           |                                          | 14,966  |         |        |      | (6,300  | )       |         |   | (3,290  | )     
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Extraordinary net loss from debt extinguishments, net of taxes                  |                                                           |                                          | (1,114  | )       |        |      | (471    | )       |         |   | (1,170  | )     
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|Net Income (Loss)                                                               |                                                           | $                                        | 13,852  |         |        | $    | (6,771  | )       |         | $ | (4,460  | )     
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|Loss Applicable to Common Shares:                                               |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Net income (loss)                                         |                                          | $       | 13,852  |        |      | $       | (6,771  | )       |   | $       | (4,460 | )     
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Preferred stock dividend requirements                     |                                          |         | (629    | )      |      |         | (5,205  | )       |   |         | (2,166 | )     
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Preferred stock accretion                                 |                                          |         | (26,611 | )      |      |         | (17,221 | )       |   |         | (4,787 | )     
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|Loss applicable to common shares                                                |                                                           | $                                        | (13,388 | )       |        | $    | (29,197 | )       |         | $ | (11,413 | )     
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|Basic and Diluted Loss Per Common Share:                                        |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Loss before extraordinary items                           |                                          | $       | (0.39   | )      |      | $       | (119.69 | )       |   | $       | (42.67 | )     
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Extraordinary items                                       |                                          |         | (0.03   | )      |      |         | (1.96   | )       |   |         | (4.88  | )     
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|                                                                                |                                                           | Net loss per common share                |         | $       | (0.42  | )    |         | $       | (121.65 | ) |         | $      | (47.55 | )
|                                                                                |                                                           |                                          |         |         |        |      |         |         |         |   |         |       
|Weighted average number of common shares used in basic and
	diluted calculation |                                                           |                                          | 31,715  |         |        |      | 240     |         |         |   | 240     |       

The accompanying notes are an integral part of these financial
statements.

-34-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS

|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |         |         |        | 
|---------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ------------------------- | ------- | ------- | ------- | ------ | ------- | ------- | ------ | 
|                                               |                                                                                                                                                             |                                                     
|                                               |                                                                                                                                                             | Year Ended December 31,                             
|                                               |                                                                                                                                                             |                                                     
|                                               |                                                                                                                                                             | 2000                                                 |                           | 1999   
|                                               |                                                                                                                                                             |                                                      |                           |        
|                                               |                                                                                                                                                             |                                                     
|                                               |                                                                                                                                                             | (In thousands,                                      
|                                               |                                                                                                                                                             | except share amounts)                               
|                                              
|                                              
|                                              
|                                              
|Assets                                         |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|Current assets:                                |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Cash and cash equivalents                                                                                                                                   |                                                      | $                         | 778     |         |         | $      | 3,410   |        
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts receivable, less allowance of $403 and $231 at
	December 31, 2000 and 1999, respectively                                                           |                                                      |                           | 10,639  |         |         |        | 4,682   |        
|                                              
|                                              
|                                              
|                                              
|                                               | Other current assets                                                                                                                                        |                                                      |                           | 595     |         |         |        | 237     |        
|                                              
|                                              
|                                              
|                                              
|                                               | Assets held for sale                                                                                                                                        |                                                      |                           |        |         |         |        | 2,000   |        
|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                               |                                                                                                                                                             |                                                      | Total current assets      |         |         | 12,012  |        |         |         | 10,329 | 
|                                              
|                                              
|                                              
|                                              
|Property and equipment, net                    |                                                                                                                                                             |                                                      | 20,716                    |         |         |         | 12,373 |        
|                                              
|                                              
|                                              
|                                              
|Intangible assets, net                         |                                                                                                                                                             |                                                      | 217,897                   |         |         |         | 58,869 |        
|                                              
|                                              
|                                              
|                                              
|Other assets, net                              |                                                                                                                                                             |                                                      | 2,108                     |         |         |         | 2,156  |        
|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                               |                                                                                                                                                             |                                                      | Total assets              |         | $       | 252,733 |        |         | $       | 83,727 | 
|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|Liabilities and Stockholders Equity (Deficit) |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|Current liabilities:                           |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts payable                                                                                                                                            |                                                      | $                         | 1,672   |         |         | $      | 1,062   |        
|                                              
|                                              
|                                              
|                                              
|                                               | Accrued compensation                                                                                                                                        |                                                      |                           | 932     |         |         |        | 603     |        
|                                              
|                                              
|                                              
|                                              
|                                               | Other current liabilities                                                                                                                                   |                                                      |                           | 2,298   |         |         |        | 1,450   |        
|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                               |                                                                                                                                                             |                                                      | Total current liabilities |         |         | 4,902   |        |         |         | 3,115  | 
|                                              
|                                              
|                                              
|                                              
|Long-term debt, less current portion           |                                                                                                                                                             |                                                      | 45,010                    |         |         |         | 25,331 |        
|                                              
|                                              
|                                              
|                                              
|Other long-term liabilities                    |                                                                                                                                                             |                                                      | 84                        |         |         |         | 3,826  |        
|                                              
|                                              
|                                              
|                                              
|Deferred taxes                                 |                                                                                                                                                             |                                                      | 4,317                     |         |         |         |       |        
|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                               |                                                                                                                                                             |                                                      | Total liabilities         |         |         | 54,313  |        |         |         | 32,272 | 
|Commitments and Contingencies                  |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|Redeemable preferred stock (see Note 5)        |                                                                                                                                                             |                                                      |                          |         |         |         | 89,265 |        
|                                              
|                                              
|                                              
|                                              
|Stockholders equity (deficit):                |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Preferred stock (see Note 6)                                                                                                                                |                                                      |                           |        |         |         |        | 3,684   |        
|                                              
|                                              
|                                              
|                                              
|                                               | Common stock, $.01 par value, 60,000,000 shares authorized;
	35,158,349 and 240,000 shares issued at December 31,
	2000 and December 31, 1999, respectively |                                                      |                           | 352     |         |         |        | 2       |        
|                                              
|                                              
|                                              
|                                              
|                                               | Treasury shares, 1,363,752 and -0- shares, at cost at
	December 31, 2000 and December 31, 1999, respectively                                                |                                                      |                           | (7,063  | )       |         |        |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Additional paid-in capital                                                                                                                                  |                                                      |                           | 259,386 |         |         |        |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Retained deficit                                                                                                                                            |                                                      |                           | (54,255 | )       |         |        | (41,496 | )      
|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                               |                                                                                                                                                             | Total stockholders equity (deficit)                 |                           |         | 198,420 |         |        |         | (37,810 | )     
|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |        
|                                               |                                                                                                                                                             | Total liabilities and stockholders equity (deficit) |                           | $       | 252,733 |         |        | $       | 83,727  |       
|                                               |                                                                                                                                                             |                                                      |                           |         |         |         |        |        

The accompanying notes are an integral part of these financial
statements.

-35-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                       |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |         |       |  
|---------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | -------- | -------- | ------- | ---- | ------- | ------- | ------ | - | ------- | ------- | ----- | -
|                                                                       |                                                                                                                                                      |                                         
|                                                                       |                                                                                                                                                      | Year Ended December 31,                 
|                                                                       |                                                                                                                                                      |                                         
|                                                                       |                                                                                                                                                      | 2000                                     |          | 1999     |         | 1998
|                                                                       |                                                                                                                                                      |                                          |          |          |         |     
|                                                                       |                                                                                                                                                      |                                         
|                                                                       |                                                                                                                                                      | (In thousands)                          
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Cash flows from operating activities:                                  |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Net income (loss)                                                      |                                                                                                                                                      | $                                        | 13,852   |          |         | $    | (6,771  | )       |        | $ | (4,460  | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Adjustments to reconcile net income (loss) to net cash provided
	by (used in) operating activities:                                                  |                                          |          |          |         |      |         |         |        |   |         |         |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Depreciation and amortization            |          |          | 8,602   |      |         |         | 3,368  |   |         |         | 2,281 |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Provision for doubtful accounts          |          |          | 725     |      |         |         | 390    |   |         |         | 174   |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Non-cash interest expense                |          |          | 1,579   |      |         |         | 1,576  |   |         |         | 234   |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Non-cash charge for debt extinguishments |          |          | 1,114   |      |         |         | 471    |   |         |         | 805   |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Non-cash charge for compensation         |          |          |        |      |         |         |       |   |         |         | 530   |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Gain on sale of radio stations           |          |          | (17,504 | )    |         |         | 477    |   |         |         |      |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Changes in operating assets and liabilities, net of acquisitions:                                                                                    |                                          |          |          |         |      |         |         |        |   |         |         |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Accounts receivable                      |          |          | (6,249  | )    |         |         | (1,481 | ) |         |         | (344  | )
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Other assets                             |          |          | (358    | )    |         |         | (36    | ) |         |         | 335   |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                                                                                                                                                      | Current liabilities                      |          |          | 1,377   |      |         |         | (372   | ) |         |         | 60    |  
|                                                                       |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|Net cash provided by (used in) operating activities                    |                                                                                                                                                      |                                          | 3,138    |          |         |      | (2,378  | )       |        |   | (385    | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Cash flows from investing activities:                                  |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Acquisitions of radio stations, net of cash acquired                                                                                                 |                                          |          | (148,940 | )       |      |         | (27,533 | )      |   |         | (31,441 | )    
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Capital expenditures                                                                                                                                 |                                          |          | (1,719   | )       |      |         | (1,978  | )      |   |         | (818    | )    
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Proceeds from sale of radio stations                                                                                                                 |                                          |          | 2,000    |         |      |         | 13,999  |        |   |         |        |      
|                                                                       |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|Net cash used in investing activities                                  |                                                                                                                                                      |                                          | (148,659 | )        |         |      | (15,512 | )       |        |   | (32,259 | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Cash flows from financing activities:                                  |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Proceeds from issuance of redeemable convertible preferred stock                                                                                     |                                          |          |         |         |      |         | 41,754  |        |   |         | 20,150  |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Proceeds from issuance of common stock                                                                                                               |                                          |          | 156,939  |         |      |         |        |        |   |         |        |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Proceeds from long-term debt                                                                                                                         |                                          |          | 48,500   |         |      |         | 16,500  |        |   |         | 36,000  |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Principal payments on long-term debt                                                                                                                 |                                          |          | (28,824  | )       |      |         | (26,704 | )      |   |         | (20,749 | )    
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Payment of notes payable                                                                                                                             |                                          |          |         |         |      |         | (7,500  | )      |   |         |        |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Payment for deferred financing costs                                                                                                                 |                                          |          | (1,904   | )       |      |         | (427    | )      |   |         | (1,292  | )    
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Payment of issuance costs                                                                                                                            |                                          |          | (11,606  | )       |      |         | (2,802  | )      |   |         | (1,521  | )    
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Treasury stock purchases                                                                                                                             |                                          |          | (7,063   | )       |      |         |        |        |   |         |        |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Dividends paid on all series of preferred stock                                                                                                      |                                          |          | (8,153   | )       |      |         |        |        |   |         |        |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Redemption of Series B preferred stock                                                                                                               |                                          |          | (5,000   | )       |      |         |        |        |   |         |        |      
|                                                                       |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|Net cash provided by financing activities                              |                                                                                                                                                      |                                          | 142,889  |          |         |      | 20,821  |         |        |   | 32,588  |        
|                                                                       |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|Net increase (decrease) in cash and cash equivalents                   |                                                                                                                                                      |                                          | (2,632   | )        |         |      | 2,931   |         |        |   | (56     | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Cash and cash equivalents at beginning of period                       |                                                                                                                                                      |                                          | 3,410    |          |         |      | 479     |         |        |   | 535     |        
|                                                                       |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|Cash and cash equivalents at end of period                             |                                                                                                                                                      | $                                        | 778      |          |         | $    | 3,410   |         |        | $ | 479     |        
|                                                                       |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|Supplemental schedule of non-cash investing and financing
	activities: |                                                                                                                                                      |                                          |          |          |         |      |         |         |        |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Conversion of Faircom Inc.s convertible subordinated
	promissory notes to Faircom Inc. common stock                                                 |                                          | $        |         |         |      | $       |        |        |   | $       | 10,000  |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Liabilities assumed in acquisitions                                                                                                                  |                                          |          |         |         |      |         |        |        |   |         | 11,680  |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Series E convertible preferred stock issued in conjunction
	with the acquisition of Alta California Broadcasting, Inc. and
	Topaz Broadcasting, Inc. |                                          |          |         |         |      |         |        |        |   |         | 2,239   |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Series C convertible preferred stock issued in conjunction
	with the merger between Faircom Inc. and the Company                                     |                                          |          |         |         |      |         |        |        |   |         | 1,619   |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Series A and B convertible preferred stock warrants                                                                                                  |                                          |          |         |         |      |         |        |        |   |         | 310     |      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       | Common stock issued in conjunction with the acquisition of radio
	stations                                                                           |                                          | $        | 3,537    |         |      |         |        |        |   |         |        |      

The accompanying notes are an integral part of these financial
statements.

-36-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS EQUITY (DEFICIT)


|                                                                                                                                                                                                                                       |  |                                      |        |        |  |          |     |            |  |          |        |               |  |   |         |   |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | ------ |  | -------- | --- | ---------- |  | -------- | ------ | ------------- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                                                                                                                                                                       |  | Series C and E                       |        |        |  |          |     |            |  |          |        | Total        
|                                                                                                                                                                                                                                       |  | Convertible                          |        |        |  |          |     | Additional |  |          |        | Stockholders
|                                                                                                                                                                                                                                       |  | Preferred                            |        | Common |  | Treasury |     | Paid-In    |  | Retained |        | Equity       
|                                                                                                                                                                                                                                       |  | Stock                                |        | Stock  |  | Stock    |     | Capital    |  | Deficit  |        | (Deficit)    
|                                                                                                                                                                                                                                       |  |                                      |        |        |  |          |     |            |  |          |        |              
|                                                                                                                                                                                                                                       |  |                                     
|                                                                                                                                                                                                                                       |  | (In thousands, except share amounts)
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Balance, January 1, 1998(see Note 1)                                                                                                                                                                                                   |  | $                                    |        |        |  | $        | 2   |            |  | $        |        |               |  | $ | 2,677   |   |  | $ | (12,861 | ) |  | $ | (10,182 | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Conversion of Faircom Inc.s Class A and Class B
	convertible subordinated promissory notes                                                                                                                                            |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   | 10,000  |   |  |   |        |   |  |   | 10,000  |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Issuance of 3,721,000 shares of Series C convertible
	preferred stock and retirement of 26,390,000 shares of
	Faircom Inc. common stock and recordation of the effect of
	recapitalization due to the reverse merger with Faircom Inc. |  |                                      | 1,584  |        |  |          |    |            |  |          |       |               |  |   | (3,000  | ) |  |   |        |   |  |   | (1,416  | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Reclassification of Series C convertible preferred stock to
	outside of stockholders deficit due to such shares being
	redeemable                                                                                                     |  |                                      | (453   | )      |  |          |    |            |  |          |       |               |  |   |         |   |  |   |        |   |  |   | (453    | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Issuance of Faircom Inc. employee stock options immediately
	converted into options to purchase 158,000 shares of
	Series C convertible preferred stock in conjunction with
	the merger                                                |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   | 530     |   |  |   |        |   |  |   | 530     |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Issuance of Series A redeemable preferred stock warrants
	exercisable for 80,000 shares of common stock                                                                                                                                |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   | 160     |   |  |   |        |   |  |   | 160     |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Issuance of 205,000 shares of Series E convertible
	preferred stock in connection with the acquisition of Alta
	California Broadcasting, Inc.                                                                                          |  |                                      | 1,026  |        |  |          |    |            |  |          |       |               |  |   |        |   |  |   |        |   |  |   | 1,026   |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Issuance of 243,000 shares of Series E convertible
	preferred stock in connection with the acquisition of Topaz
	Broadcasting, Inc.                                                                                                    |  |                                      | 1,213  |        |  |          |    |            |  |          |       |               |  |   |        |   |  |   |        |   |  |   | 1,213   |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Dividends and accretion on mandatorily redeemable convertible
	preferred stock                                                                                                                                                         |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   | (6,495  | ) |  |   |        |   |  |   | (6,495  | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Net loss                                                                                                                                                                                                                               |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   |        |   |  |   | (4,460  | ) |  |   | (4,460  | )
|                                                                                                                                                                                                                                       |  |                                      |        |        |  |          |     |            |  |          |        |               |  |   |         |   |  |   |         |   |  |   |         |  
|Balance, December 31, 1998                                                                                                                                                                                                             |  |                                      | 3,370  |        |  |          | 2   |            |  |          |       |               |  |   | 3,872   |   |  |   | (17,321 | ) |  |   | (10,077 | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Exercise of stock options on 63,000 shares of Series C
	convertible preferred stock                                                                                                                                                    |  |                                      | 314    |        |  |          |    |            |  |          |       |               |  |   | (172    | ) |  |   |        |   |  |   | 142     |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Dividends and accretion on mandatorily redeemable convertible
	preferred stock                                                                                                                                                         |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   | (3,700  | ) |  |   | (13,859 | ) |  |   | (17,559 | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Beneficial conversion feature related to issuance of redeemable
	convertible preferred stocks                                                                                                                                          |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   |        |   |  |   | (3,545  | ) |  |   | (3,545  | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Net loss                                                                                                                                                                                                                               |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   |        |   |  |   | (6,771  | ) |  |   | (6,771  | )
|                                                                                                                                                                                                                                       |  |                                      |        |        |  |          |     |            |  |          |        |               |  |   |         |   |  |   |         |   |  |   |         |  
|Balance, December 31, 1999                                                                                                                                                                                                             |  |                                      | 3,684  |        |  |          | 2   |            |  |          |       |               |  |   |        |   |  |   | (41,496 | ) |  |   | (37,810 | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Issuance of 18,400,000 shares of common stock, net of issuance
	costs of $12,460                                                                                                                                                       |  |                                      |       |        |  |          | 184 |            |  |          |       |               |  |   | 143,756 |   |  |   |        |   |  |   | 143,940 |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Issuance of 333,000 shares of common stock in conjunction with
	acquisitions                                                                                                                                                           |  |                                      |       |        |  |          | 3   |            |  |          |       |               |  |   | 3,534   |   |  |   |        |   |  |   | 3,537   |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Adjustment of converted redeemable preferred stock to market                                                                                                                                                                           |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   |        |   |  |   | (26,611 | ) |  |   | (26,611 | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Purchase of 1,364,000 shares of treasury stock                                                                                                                                                                                         |  |                                      |       |        |  |          |    |            |  |          | (7,063 | )             |  |   |        |   |  |   |        |   |  |   | (7,063  | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Conversion of Series C and E preferred stock to 3,831,000
	shares of common stock                                                                                                                                                      |  |                                      | (3,684 | )      |  |          | 38  |            |  |          |       |               |  |   | 3,646   |   |  |   |        |   |  |   |        |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Conversion of Series A,D,F,G,H,K redeemable preferred stock                                                                                                                                                                            |  |                                      |       |        |  |          | 124 |            |  |          |       |               |  |   | 110,745 |   |  |   |        |   |  |   | 110,869 |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Reclassification of liability associated with Series F
	convertible preferred stock put rights                                                                                                                                         |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   | 5,239   |   |  |   |        |   |  |   | 5,239   |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Exercise of stock options and stock warrants                                                                                                                                                                                           |  |                                      |       |        |  |          | 1   |            |  |          |       |               |  |   | 619     |   |  |   |        |   |  |   | 620     |  
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Preferred stock dividends paid                                                                                                                                                                                                         |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   | (8,153  | ) |  |   |        |   |  |   | (8,153  | )
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                      
|Net income                                                                                                                                                                                                                             |  |                                      |       |        |  |          |    |            |  |          |       |               |  |   |        |   |  |   | 13,852  |   |  |   | 13,852  |  
|                                                                                                                                                                                                                                       |  |                                      |        |        |  |          |     |            |  |          |        |               |  |   |         |   |  |   |         |   |  |   |         |  
|Balance, December 31, 2000                                                                                                                                                                                                             |  | $                                    |       |        |  | $        | 352 |            |  | $        | (7,063 | )             |  | $ | 259,386 |   |  | $ | (54,255 | ) |  | $ | 198,420 |  
|                                                                                                                                                                                                                                       |  |                                      |        |        |  |          |     |            |  |          |        |               |  |   |         |   |  |   |         |   |  |   |         |  

The accompanying notes are an integral part of these financial
statements.

-37-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS

1.  SUMMARY OF ACCOUNTING POLICIES

a.  Basis of Presentation:

Regent Communications, Inc. (including its wholly-owned
subsidiaries, the Company or Regent) was
formed to acquire, own and operate radio stations in small and
medium-sized markets in the United States. On June 15,
1998, the Company acquired, pursuant to an agreement of merger,
all of the outstanding common stock of Faircom Inc.
(Faircom). The acquisition was treated for
accounting purposes as the acquisition of the Company by Faircom
under the purchase method of accounting, with Faircom as the
accounting acquirer. Consequently, the historical financial
statements prior to June 15, 1998, the date of merger, are
those of Faircom. Faircom operated radio stations through its
wholly-owned subsidiaries in Flint, Michigan and in Mansfield,
Ohio (see Note 2).

b.  Consolidation:

The consolidated financial statements include the accounts of
the Company and its subsidiaries, all of which are wholly-owned.
All significant intercompany transactions and balances have been
eliminated in consolidation. Certain prior year amounts and
balances have been reclassified to conform to the current
classifications with no effect on financial results.

c.  Use of Estimates:

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

d.  Cash and Cash Equivalents:

Cash and cash equivalents include all highly liquid investments
with an original maturity of three months or less.

e.  Property and Equipment:

Property and equipment are stated at cost and depreciated on the
straight-line basis over the estimated useful life of the
assets. Buildings are depreciated over forty years, broadcasting
equipment over a six-to-thirteen year life and furniture and
fixtures generally over a five-year life. Leasehold improvements
are amortized over the shorter of their useful lives or the
terms of the related leases. For property and equipment retired
or sold, the gain or loss is classified in Other income, net in
the accompanying Consolidated Statements of Operations.

f.  Intangible Assets:

Intangible assets consist principally of the value of FCC
licenses and the excess of the purchase price over the fair
value of net assets of acquired radio stations (goodwill). These
assets are amortized on a straight-line basis over lives ranging
from 15 to 40 years. The periods of amortization are evaluated
annually to determine whether they warrant revision.

-38-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

g.  Long-Lived Assets:

Long-lived assets (including related goodwill and other
intangible assets) are evaluated periodically if events or
circumstances indicate a possible inability to recover their
carrying amount. Such evaluation is based on various analyses,
including cash flows and profitability projections. If future
expected undiscounted cash flows are insufficient to recover the
carrying amounts of the asset, then an impairment loss is
recognized based upon the excess of the carrying value of the
asset over the anticipated cash flows on a discounted basis.

h.  Deferred Financing Costs and Other Assets:

Deferred financing costs are generally amortized on a
straight-line basis over the term of the related debt.
Non-compete agreements are amortized over the terms of the
related agreements.

i.  Concentrations of Credit Risk:

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of accounts
receivable. The credit risk is limited due to the large number
of customers comprising the Companys customer base and
their dispersion across several different geographic areas of
the Country. The Company also maintains cash in bank accounts at
financial institutions where the balance, at times, exceeds
federally insured limits.

j.  Revenue Recognition:

Broadcast Revenue

Broadcast revenue for commercial broadcasting advertisements is
recognized when the commercial is broadcast.

Barter Transactions

Barter transactions (advertising provided in exchange for goods
and services) are reported at the estimated fair value of the
products or services received. Revenue from barter transactions
is recognized when advertisements are broadcast, and merchandise
or services received are charged to expense when received or
used. If merchandise or services are received prior to the
broadcast of the advertising, a liability (deferred barter
revenue) is recorded. If advertising is broadcast before the
receipt of the goods or services, a receivable is recorded.
Barter revenue was approximately $3.2 million,
$2.2 million and $731,000 and barter expense was
approximately $3.1 million, $2.0 million and $800,000
for the years ended December 31, 2000, 1999, and 1998,
respectively.

Time Brokerage Agreements

At December 31, 2000, the Company operated three stations
under the terms of time brokerage agreements (hereafter referred
to as TBAs). Revenues and expenses related to such
stations are included in operations since the effective dates of
the TBAs. Fees paid and received under such TBAs are included in
Other income, net in the accompanying Consolidated Statements of
Operations.

-39-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

k.  Fair Value of Financial Instruments:

Short Term Instruments

Due to their short-term maturity, the carrying amount of
accounts receivable, accounts payable and accrued expenses
approximated their fair value at December 31, 2000 and 1999.

Long Term Debt

The fair value of the Companys long-term debt is estimated
based on the current rates offered to the Company for debt of
the same remaining maturities. Based on borrowing rates
currently available, the fair value of long-term debt
approximates its carrying value at December 31, 2000 and
1999.

Redeemable Preferred Stock

The carrying amounts of the Companys Series A, B, D,
F, G, H and K redeemable convertible preferred stock represent
the fair market value of the shares at December 31, 1999
plus accrued dividends.

The Series C redeemable convertible preferred stock
carrying value is based on an allocated amount of the total
basis of the stock from the June 15, 1998 merger (see Note
1) plus accrued dividends. The fair value of these shares was
approximately $2.6 million at December 31, 1999.

l.  Income Taxes:

Deferred income taxes are recognized for the tax consequences in
future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts based on
enacted tax laws and statutory tax rates. Valuation allowances
are established when necessary to reduce deferred tax assets to
the amount more likely than not to be realized.

2.  ACQUISITIONS AND DISPOSITIONS

Pending Acquisitions and Dispositions

On June 21, 2000, the Company entered into an agreement to
acquire by merger with StarCom, Inc. two FM and one AM radio
stations serving the St. Cloud, Minnesota market for
approximately $5.0 million in cash. The purchase will be
funded by borrowings under Regents bank credit facility.
Regent made an escrow deposit in the amount of $350,000. The
Federal Communications Commission has approved the assignment of
the station licenses, and the Company anticipates closing this
acquisition in March or April 2001. The closing of this
transaction had been delayed by the FCCs analysis of
market revenue share in St. Cloud, Minnesota. On July 1,
2000, pending closing of the purchase, the Company began
providing programming and other services to the stations under a
time brokerage agreement.

On November 3, 2000, the Company entered into a definitive
agreement to sell substantially all the assets of its three
Southern California radio stations (KTPI-FM and KAVC-AM licensed
to Mojave and Tehachapi, and KOSS-FM licensed to Rosamond) to
Concord Media Group, Inc. for approximately $13.5 million.
Action on the FCC application for approval of this sale has been
delayed due to the filing of an objection by the owner of a
competing station in the market.

-40-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

On December 28, 2000 the Company entered into a definitive
agreement with NextMedia Group II, Inc. to acquire WJET-FM
serving the Erie, Pennsylvania market, for approximately
$5.0 million in cash. Regent delivered an irrevocable
letter of credit in the amount of $250,000 to secure its
obligations under the agreement. The closing of this transaction
has been delayed by the FCCs analysis of market revenue
share in Erie, Pennsylvania.

2000 Acquisitions and Dispositions

On January 28, 2000, Regent purchased the FCC licenses and
related assets used in the operations of radio stations
WODZ(FM), WLZW(FM), WFRG(FM), WIBX(AM) and WRUN(AM) in
Utica-Rome, New York and WCIZ(FM), WFRY(FM), WTNY(AM) and
WNER(AM) in Watertown, New York for approximately $43.8 million
in cash and 100,000 shares of Regents common stock.
Approximately $40.9 million of the total purchase price was
allocated to the FCC licenses and goodwill and is being
amortized over a 20-year period. The remaining $3.8 million
was allocated to property and equipment.

On January 31, 2000, Regent purchased the FCC licenses and
related assets used in the operations of radio stations
KLAQ(FM), KSII(FM) and KROD(AM) in El Paso, Texas for
approximately $23.5 million in cash. Approximately
$21.8 million of the purchase price was allocated to the
FCC licenses and goodwill and is being amortized over a 20-year
period. The remaining $1.7 million of the purchase price was
allocated to property and equipment.

On August 24, 2000, Regent completed an exchange agreement
entered into with Clear Channel Broadcasting, Inc, Capstar Radio
Operating Company and their affiliates (the Clear Channel
transaction). Under the agreement, Regent exchanged its
eight stations serving the Mansfield, Ohio (2 FM/1 AM) and
Victorville, California (3 FM/2 AM) markets plus approximately
$80.5 million in cash for ten stations serving the Grand
Rapids, Michigan (3 FM/1 AM) and Albany, New York (4 FM/2 AM)
markets. Approximately $110.1 million of the purchase price
was allocated to the FCC licenses and goodwill and is being
amortized over a 20-year period. The remaining $5.2 million
of the purchase price was allocated to property and equipment.
As a result of this transaction, Regent recognized a gain on
this exchange of approximately $17.8 million which is
reflected in the accompanying Consolidated Statements of
Operations for the year ended December 31, 2000.

On September 29, 2000, Regent acquired radio station
KZAP(FM) in Chico, California, by acquiring the stock of KZAP,
Inc. in exchange for 233,333 shares of Regents common
stock with a market value of approximately $2.7 million at
March 29, 2000, the date of Regents agreement to
acquire the station. Approximately $2.4 million of the
purchase price was allocated to the FCC licenses and is being
amortized over a 20-year period. The remaining $218,000 of the
purchase price was allocated to property and equipment. Regent
provided programming and other services to KZAP(FM) under a time
brokerage agreement from December 1, 1999 until the
acquisition was completed on September 29, 2000.

On September 29, 2000, Regent completed the sale of radio
stations KZGL(FM), KVNA(AM) and KVNA(FM) in Flagstaff, Arizona
to Yavapai Broadcasting Corporation for approximately
$2.0 million in cash. Regent recognized a note receivable
for the purchase price at September 30, 2000 which was
collected on October 5, 2000. Yavapai had previously been
operating the Flagstaff stations under a time brokerage
agreement since May 1, 2000.

-41-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

1999 Acquisitions and Dispositions

On March 1, 1999, the Company sold the FCC licenses and
related assets used in the operations of WSSP(FM) in Charleston,
South Carolina for approximately $1.6 million in cash. The
Company had previously issued a note for $1.5 million to a
third party which was collateralized by the assets of the
station (See Note 5). Upon consummation of the sale, the note
was repaid. The sale resulted in a $100,000 gain to the Company
which has been included in gain (loss) on exchange/sale of
radio station in the accompanying Consolidated Statement of
Operations for the year ended December 31, 1999.

On May 6, 1999, the Company consummated the acquisition of
the FCC licenses and related assets of WJON(AM), WWJO(FM) and
KMXK(FM) in St. Cloud, Minnesota (the St. Cloud
Stations) for approximately $12.7 million in cash. The
purchase was financed by approximately $5.1 million in
proceeds from the issuance of Series F convertible
preferred stock and borrowings under the Companys old
credit facility. Approximately $9.1 million of the purchase
price was allocated to the FCC licenses and goodwill and is
being amortized over a 40-year period, and the remaining
$3.6 million was allocated to property and equipment.

On August 1, 1999, the Company sold the FCC licenses and
related assets used in the operations of KCBQ (AM) in San
Diego, California for approximately $6.0 million in cash.

On September 1, 1999, the Company purchased the FCC
licenses and related assets used in the operations of radio
stations WXKC(FM) and WRIE(AM) licensed to Erie, Pennsylvania
and WXTA(FM) licensed to Edinboro, Pennsylvania for
approximately $13.5 million in cash. The purchase was
financed by approximately $6.3 million in proceeds from the
issuance of Series H convertible preferred stock and
borrowings under the Companys senior reducing credit
facility. Approximately $12.4 million of the purchase price
was been allocated to the FCC licenses and goodwill and is being
amortized over a 40-year period. The remaining $1.1 million
was allocated to property and equipment and to a non-compete
agreement.

On October 15, 1999, the Company consummated the sale of
the FCC licenses and related assets of KFLG(AM), KFLG(FM),
KAAA(AM) and KZZZ(FM) in Kingman, Arizona for approximately
$5.4 million in cash.

On November 5, 1999, the Company sold the FCC licenses and
related assets used in the operations of radio stations KRLT(FM)
and KOWL(AM) in Lake Tahoe, California for approximately
$1.2 million in cash.

The assets of the Companys radio stations in Flagstaff,
Arizona which were sold to Yavapai Broadcasting Corporation in
the third quarter of 2000 were classified as assets held for
sale as of December 31, 1999 and were recorded at the lower
of their carrying value or estimated fair market value less
anticipated disposition costs. As such, the Company recorded a
loss of approximately $600,000 in the accompanying Consolidated
Statement of Operations in 1999 as a gain (loss) on
exchange/sale of radio stations.

1998 Acquisitions

On January 21, 1998, Faircom acquired substantially all of
the assets and operations of radio station WSWR-FM in Shelby,
Ohio for approximately $1.1 million in cash. The
acquisition was

-42-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

accounted for under the purchase method of accounting and was
principally financed through the borrowing of $1.1 million
represented by a subordinated promissory note. Faircom allocated
substantially all of the purchase price to the related FCC
licenses. The excess cost over the fair market value of net
assets acquired and the FCC licenses related to this acquisition
are being amortized over a 15-year period.

On June 15, 1998, concurrent with the Faircom merger, the
following acquisitions (the June 15
Acquisitions) were consummated. The acquisitions were
accounted for under the purchase method of accounting. Goodwill
and FCC licenses related to the June 15 Acquisitions are
being amortized over a 40-year period.

The Company acquired all of the outstanding capital stock of The
Park Lane Group (Park Lane) for approximately
$24.0 million in cash and assumed liabilities. Park Lane
owned 16 radio stations in California and Arizona. At the time
of the acquisition, the Company entered into a one-year
consulting and non-competition agreement with the President of
Park Lane, providing for the payment of a fee of $200,000 in
cash.

The Company acquired the FCC licenses and related assets used in
the operation of radio stations KIXW(AM) and KZWY(FM) in Apple
Valley, California from Ruby Broadcasting, Inc., an affiliate of
Topaz Broadcasting, Inc. (Topaz), for approximately
$6.0 million in cash. The Company acquired all of the
outstanding capital stock of Topaz for 242,592 shares of the
Companys Series E convertible preferred stock.
Immediately following the acquisition of Topaz, the Company
acquired the FCC licenses and operating assets of radio station
KIXA(FM) in Lucerne Valley, California for $215,000 in cash and
assumed liabilities, pursuant to an Asset Purchase Agreement
between Topaz and RASA Communications Corp.

The Company acquired the FCC licenses and related assets used in
the operation of radio stations KFLG(AM) and KFLG(FM) in
Bullhead City, Arizona from Continental Radio Broadcasting,
L.L.C. for approximately $3.7 million in cash. The Company
separately acquired the accounts receivables of these stations
for an additional purchase price of approximately $130,000.

The Company acquired all of the outstanding capital stock of
Alta California Broadcasting, Inc. (Alta) for
approximately $2.6 million in cash and assumed liabilities
and 205,250 shares of the Companys Series E
convertible preferred stock. Alta owned four radio stations in
California.

The sources for the cash portion of the consideration paid by
the Company for the June 15 Acquisitions and the Faircom
merger, aggregating approximately $52.9 million (including
approximately $21.1 million of debt assumed and refinanced
with borrowings under the Companys then existing credit
facility and $3.7 million of transaction costs) were
$34.4 million borrowed under the Companys old credit
facility, $18.2 million in additional equity from the sale
of the Companys convertible preferred stock (see Note 5)
and approximately $350,000 of the Companys funds.

On November 30, 1998, the Company purchased substantially
all of the assets of radio station KOSS(FM) (formerly KAVC(FM))
located in Lancaster, California from Oasis Radio, Inc. for
$1.6 million in cash. The acquisition was financed through
the issuance of additional shares of Series F convertible
preferred stock (see Note 5). The acquisition was accounted for
under the purchase method of accounting. The excess cost over
the fair market value of net assets acquired and FCC licenses
related to this acquisition are being amortized over a 40-year
period.

-43-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

The Company allocated the aggregate purchase price from all
acquisitions in 2000 and 1999 as follows (in thousands):

|                                                   |             |      |         |         |  |   |        |        | 
|-------------------------------------------------- | ----------- | ---- | ------- | ------- |  | - | ------ | ------ | 
|                                                   |             | 2000 |         | 1999   
|                                                   |             |      |         |        
|Broadcasting equipment and furniture and equipment |             | $    | 11,105  |         |  | $ | 4,675  |       
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | FCC license |      |         | 173,474 |  |   |        | 21,460 | 
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Goodwill    |      |         | 2,686   |  |   |        | 65     | 
|                                                   |             |      |         |         |  |   |        |       
|                                                   |             | $    | 187,265 |         |  | $ | 26,200 |       
|                                                   |             |      |         |         |  |   |        |       

The fair values of the significant assets acquired were
determined by an independent valuation. The results of
operations of the acquired businesses are included in the
Companys financial statements since the respective dates
of acquisition.

The following unaudited pro forma data summarize the combined
results of operations of Regent, together with the operations of
the stations acquired in 1999 and 2000, but exclude the
operations of smaller acquisitions that are not material to the
results of Regent, as though the acquisition and disposition of
these operations had occurred at the beginning of each of the
periods presented.

|                                                      |                   |                       |        |       |   |   |        |       |  
|----------------------------------------------------- | ----------------- | --------------------- | ------ | ----- | - | - | ------ | ----- | -
|                                                      |                   |                      
|                                                      |                   | Pro Forma (Unaudited)
|                                                      |                   |                      
|                                                      |                   | 2000                  |        | 1999 
|                                                      |                   |                       |        |      
|                                                      |                   |                      
|                                                      |                   | (In thousands)       
|                                                     
|                                                     
|                                                     
|                                                     
|Net broadcast revenues                                |                   | $                     | 53,707 |       |   | $ | 51,311 |      
|                                                     
|                                                     
|                                                     
|                                                     
|Net loss before extraordinary items                   |                   |                       | (3,652 | )     |   |   | (4,461 | )    
|                                                     
|                                                     
|                                                     
|                                                     
|Net loss                                              |                   |                       | (4,766 | )     |   |   | (4,932 | )    
|                                                     
|                                                     
|                                                     
|                                                     
|Net loss per common share before extraordinary items: |                   |                       |        |       |   |   |        |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Basic and diluted |                       | $      | (0.12 | ) |   | $      | (0.14 | )
|                                                     
|                                                     
|                                                     
|                                                     
|Net loss per common share:                            |                   |                       |        |       |   |   |        |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Basic and diluted |                       | $      | (0.14 | ) |   | $      | (0.15 | )

These unaudited pro forma amounts do not purport to be
indicative of the results that might have occurred if the
foregoing transactions had been consummated on the indicated
dates nor is it indicative of future results of operations.

3.  INITIAL PUBLIC OFFERING OF COMMON STOCK

On January 28, 2000, Regent consummated an initial public
offering (the IPO) of 16,000,000 shares of its
common stock at an initial offering price of $8.50 per share. On
February 7, 2000, the underwriters purchased an additional
2,400,000 shares of Regents common stock upon exercise of
their over-allotment option. Regent received total proceeds from
the completion of the offering, net of underwriter discounts,
commissions and expenses related to the offering of
$143.8 million. Of these proceeds, Regent used
$67.3 million to fund the acquisitions of stations in
Utica-Rome, and Watertown, New York and in El Paso, Texas;
$27.1 million to pay in full the amounts borrowed,
including accrued interest and related fees, under its prior
bank credit facility (the old Credit Facility) and
fees related to its new bank credit facility; $7.3 million to
pay or reserve for payment accumulated, unpaid dividends on all
series of convertible preferred stock converted into common
stock; $5.9 million to redeem all outstanding shares of its
Series B

-44-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

convertible preferred stock, including accumulated unpaid
dividends; and $1.5 million to repurchase shares of its
common stock from an affiliate of one of the underwriters in
order to comply with rules of the National Association of
Securities Dealers, Inc. Regent used the balance of the proceeds
for working capital needs and the Clear Channel transaction.

Also in conjunction with the IPO, Regent required the conversion
into common stock on a one-for-one basis of 15,800,000 shares of
convertible preferred stock in accordance with the terms of the
preferred stock. These shares represented the balance of
Regents outstanding shares of convertible preferred stock.
Regent paid accumulated, unpaid dividends on those shares in the
total amount of $7.3 million.

Additionally, put rights associated with common
stock purchase warrants (see Note 5) issued in connection with
the issuance of Regents Series B and Series F
convertible preferred stock were terminated. Regent had
previously classified approximately $3.7 million in
long-term liabilities due to the associated put
rights of the warrants at December 31, 1999. These warrant
liabilities were reclassified to additional paid in capital as
of January 28, 2000 along with approximately
$1.5 million of non-cash interest expense that had been
recorded to account for an increase in the fair value of the
warrants from January 1, 2000 to January 28, 2000.

Regent adjusted the carrying values of its Series A, C, D,
F, G, H, and K convertible preferred stock to fair value through
January 28, 2000. This adjustment was recognized as a
charge of $26.6 million to retained deficit (since there
was no additional paid-in capital) resulting in an adjustment to
loss from continuing operations attributable to common
stockholders.

4.  LONG-TERM DEBT

Long-term debt consists of the following as of December 31
(in thousands):

|                                              |  |      |        |      |  |   |        |  
|--------------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | -
|                                              |  | 2000 |        | 1999
|                                              |  |      |        |     
|Senior reducing revolving credit facility (a) |  | $    | 44,500 |      |  | $ | 24,762 |  
|                                             
|                                             
|                                             
|                                             
|Subordinated promissory note (b)              |  |      | 570    |      |  |   | 600    |  
|                                             
|                                             
|                                             
|                                             
|Non-compete agreements (c)                    |  |      |       |      |  |   | 32     |  
|                                              |  |      |        |      |  |   |        |  
|                                              |  |      | 45,070 |      |  |   | 25,394 |  
|                                             
|                                             
|                                             
|                                             
|Less: current portion of long-term debt       |  |      | (60    | )    |  |   | (63    | )
|                                              |  |      |        |      |  |   |        |  
|                                              |  | $    | 45,010 |      |  | $ | 25,331 |  
|                                              |  |      |        |      |  |   |        |  

Repayment of long-term debt required over each of the years
following December 31, 2000 consists of (in thousands):

|           |  |   |        | 
|---------- |  | - | ------ | 
|          
|          
|          
|          
|2001       |  | $ | 60     | 
|          
|          
|          
|          
|2002       |  |   | 60     | 
|          
|          
|          
|          
|2003       |  |   | 60     | 
|          
|          
|          
|          
|2004       |  |   | 60     | 
|          
|          
|          
|          
|2005       |  |   | 7,330  | 
|          
|          
|          
|          
|Thereafter |  |   | 37,500 | 
|           |  |   |        | 
|           |  | $ | 45,070 | 
|           |  |   |        | 

-45-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

Senior Reducing Revolving Credit
Facility

On January 27, 2000, Regent Broadcasting, Inc., a
wholly-owned subsidiary of Regent Communications, Inc., as the
borrower, entered into a credit agreement (the new credit
facility or credit facility) with a group of
lenders which provides for a senior reducing revolving credit
facility expiring December 31, 2006 with an initial
aggregate revolving commitment of up to $125.0 million
(including a commitment to issue letters of credit of up to
$25.0 million in aggregate face amount, subject to the
maximum revolving commitment available) and an additional
revolving loan facility with a maximum aggregate amount of
$50.0 million available, subject to the terms of the credit
agreement, which converts, after two years, to a term loan
maturing December 31, 2006. Regent incurred approximately
$2.0 million in financing costs related to this new credit
facility, which are being amortized over the life of the
agreement. The credit facility is available for working capital
and acquisitions, including related acquisition expenses. At
December 31, 2000 there were borrowings of
$44.5 million outstanding under this facility and there was
approximately $80.5 million of available borrowings.

Under the new credit facility, the Company is required to
maintain a minimum interest rate coverage ratio, minimum fixed
charge coverage ratio, maximum corporate overhead, and maximum
financial leverage ratio and to observe negative covenants
customary for facilities of this type. Borrowings under the
credit facility bear interest at a rate equal to, at the
Companys option, either (a) the higher of the rate
announced or published publicly from time to time by the agent
as its corporate base of interest or the Overnight Federal Funds
Rate plus 0.5%, in either case plus the applicable margin
determined under the credit facility, or (b) the
reserve-adjusted Eurodollar Rate plus the applicable margin
which varies between 1.25% and 2.75% depending upon the
Companys financial leverage. Borrowings under the credit
facility bore interest at the rate of 8.05% as of
December 31, 2000. The Company is required to pay certain
fees to the agent and the lenders for the underwriting
commitment, administration and use of the credit facility. The
Companys indebtedness under this credit facility is
collateralized by liens on substantially all of its assets and
by a pledge of its operating and license subsidiaries
stock and is guaranteed by these subsidiaries.

Prior to the new credit facility, the Company had an agreement
with a group of lenders (the old credit facility)
which provided for a senior reducing revolving credit facility
with a commitment of up to $55.0 million expiring in
March 2005. On January 28, 2000, Regent paid off the
outstanding debt, accrued interest and related fees totaling
approximately $25.1 million under the old credit facility.
The pay-off was completed using proceeds from an initial public
offering of Regents common stock, which was completed on
January 28, 2000. This final paydown resulted in an
extraordinary loss of approximately $1.1 million, net of
income tax, from the write-off of deferred financing costs.

5.  CAPITAL STOCK AND REDEEMABLE PREFERRED STOCK

In conjunction with the IPO, the Company redeemed 1,000,000
shares of its Series B convertible preferred stock, which
constituted all outstanding shares of that series. Also in
conjunction with the IPO, Regent required the conversion into
common stock on a one-for-one basis of approximately 15,800,000
shares of convertible preferred stock in accordance with the
terms of the preferred stock. These shares represented the
balance of Regents outstanding shares of convertible
preferred stock. Additionally, put rights associated
with common stock purchase

-46-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

warrants issued in connection with the issuance of Regents
Series B and Series F convertible preferred stock were
terminated.

The Companys authorized capital stock consists of
60,000,000 shares of common stock and 40,000,000 shares of
preferred stock. Of the authorized preferred stock, 620,000
shares are designated as Series A convertible preferred
stock (Series A), 1,000,000 shares as series B
senior convertible preferred stock (Series B),
4,000,000 shares as Series C convertible preferred stock
(Series C), 1,000,000 shares as Series D
convertible preferred stock (Series D),
5,000,000 shares as Series E convertible preferred stock
(Series E), 4,100,000 million shares as
series F convertible preferred stock
(Series F), 1,800,000 shares as Series G
convertible preferred stock (Series G),
2,200,000 shares as series H convertible preferred stock
(Series H) and 4,100,000 shares of
Series K convertible preferred stock
(Series K). The stated value of Series A
through Series G preferred stock was $5.00 per share and
the stated value of Series H and Series K was $5.50
per share. (See table below)

At December 31, 2000 and 1999 respectively, the
Companys authorized shares of all series of redeemable
preferred stock were as follows (In thousands, except share
amounts):

|                                                                                                                                                                                                   |  |              |   |      |  |   |        | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | - | ---- |  | - | ------ | 
|                                                                                                                                                                                                   |  |             
|                                                                                                                                                                                                   |  | December 31,
|                                                                                                                                                                                                   |  |             
|                                                                                                                                                                                                   |  | 2000         |   | 1999
|                                                                                                                                                                                                   |  |              |   |     
|Series A convertible preferred stock, $5.00 stated value, 0
	and 620,000 shares outstanding-liquidation value:
	$0 and $3,650 at December 31, 2000 and 1999, respectively                          |  | $            |  |      |  | $ | 4,580  | 
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|Series B senior convertible preferred stock, $5.00 stated
	value, 0 and 1,000,000 shares outstanding-liquidation value:
	$0 and $5,822 at December 31, 2000 and 1999, respectively                 |  |              |  |      |  |   | 7,322  | 
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|Series C convertible preferred stock, $5.00 stated value, 0
	and 400,640 shares outstanding-liquidation value:
	$0 and $2,220 at December 31, 2000 and 1999, respectively                          |  |              |  |      |  |   | 670    | 
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|Series D convertible preferred stock, $5.00 stated value, 0
	and 1,000,000 shares outstanding-liquidation value:
	$0 and $5,581 at December 31, 2000 and 1999, respectively                        |  |              |  |      |  |   | 7,081  | 
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|Series F convertible preferred stock, $5.00 stated value, 0
	and 4,100,000 shares outstanding at December 31,
	2000-liquidation value:
	$0 and $23,053 at December 31, 2000 and 1999, respectively |  |              |  |      |  |   | 29,203 | 
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|Series G convertible preferred stock, $5.00 stated value, 0
	and 372,406 shares outstanding-liquidation value:
	$0 and $2,050 at December 31, 2000 and 1999, respectively                          |  |              |  |      |  |   | 2,608  | 
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|Series H convertible preferred stock, $5.50 stated value, 0
	and 2,181,817 shares outstanding-liquidation value:
	$0 and $12,477 at December 31, 2000 and 1999, respectively                       |  |              |  |      |  |   | 14,659 | 
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|Series K convertible preferred stock, $5.50 stated value, 0
	and 3,545,453 shares outstanding-liquidation value:
	$0 and $19,596 at December 31, 2000 and 1999, respectively                       |  |              |  |      |  |   | 23,142 | 
|                                                                                                                                                                                                   |  |              |   |      |  |   |        | 
|Total redeemable preferred stock                                                                                                                                                                   |  | $            |  |      |  | $ | 89,265 | 
|                                                                                                                                                                                                   |  |              |   |      |  |   |        | 

-47-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

On January 28, 2000, Regent issued 100,000 shares valued at
$8.50 per share of its common stock to principals of the sellers
in conjunction with the acquisition of stations in the
Utica-Rome and Watertown, New York markets.

On March 20, 2000, Regent received $500,000 in cash and
issued 100,000 shares of its common stock to CFE, Inc. upon the
exercise of outstanding warrants issued in 1998 in connection
with the issuance of Series B and F convertible preferred
stock to its affiliate, General Electric Capital Corporation.
The remaining warrants, previously issued in connection with the
Series A, B, and F convertible preferred stock, entitling
the holders to purchase a total of 890,000 shares of
Regents common stock at $5.00 per share with a five year
expiration, remain outstanding.

On September 29, 2000 Regent issued 233,333 shares of its
common stock to a principal of the seller in conjunction with
the acquisition of radio station KZAP(FM) in Chico, California.
The total value of the acquisition is approximately
$2.7 million.

Based on the approval by Regents Board of Directors of a
program to buyback up to $10.0 million of its common stock,
during the third quarter of 2000, Regent began buying back
shares of its common stock at certain market price levels.
Regent acquired a total of 1,363,752 shares of its common stock
for an aggregate purchase price of approximately $7.1 million in
2000.

6.  PREFERRED STOCK

In connection with the IPO, the Company converted the remaining
shares of Series C and E convertible preferred stock into
common stock on a one-for-one basis. (see table below)

Preferred stock (in thousands, except share amounts):

|                                                                                                                                                                                                                                                                   |  |              |   |      |  |   |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | - | ---- |  | - | ----- | 
|                                                                                                                                                                                                                                                                   |  |             
|                                                                                                                                                                                                                                                                   |  | December 31,
|                                                                                                                                                                                                                                                                   |  |             
|                                                                                                                                                                                                                                                                   |  | 2000         |   | 1999
|                                                                                                                                                                                                                                                                   |  |              |   |     
|Series C convertible preferred stock, $5.00 stated value,
	4,000,000 shares authorized; 0 and 3,382,980 shares issued and
	outstanding at December 31, 2000 and 1999,
	respectively-liquidation value:
	$0 and $18,719 at December 31, 2000 and 1999, respectively |  | $            |  |      |  | $ | 1,445 | 
|                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                  
|Series E convertible preferred stock, $5.00 stated value,
	5,000,000 shares authorized; 0 and 447,842 shares issued and
	outstanding-liquidation value:
	$0 and $2,482 at December 31, 2000 and 1999, respectively                                                 |  |              |  |      |  |   | 2,239 | 
|                                                                                                                                                                                                                                                                   |  |              |   |      |  |   |       | 
|                                                                                                                                                                                                                                                                   |  | $            |  |      |  | $ | 3,684 | 
|                                                                                                                                                                                                                                                                   |  |              |   |      |  |   |       | 

7.  STOCK-BASED COMPENSATION PLAN

The Regent Communications, Inc. 1998 Management Stock Option
Plan (the 1998 Stock Option Plan) provides for the
issuance of up to an aggregate of 2,000,000 common shares in
connection with the issuance of incentive stock options
(ISOs) and non-qualified stock options
(NQSOs). The Compensation Committee of the
Companys Board of Directors determines eligibility. The
exercise price of the options is to be not less than the fair
market value of the underlying common stock at the grant date,
except in the case of ISOs granted to a 10% owner (as
defined), for which the option share price must be at least 110%
of the fair market value of the

-48-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

underlying common stock at the grant date. Under the terms of
the 1998 Stock Option Plan, the options expire no later than ten
years from the date of grant in the case of ISOs (five
years in the case of ISOs granted to a 10% owner), no later than
ten years and one day in the case of NQSOs, or earlier in either
case in the event a participant ceases to be an employee of the
Company.

Upon consummation of the Faircom merger, the Board of Directors
of the Company adopted the Regent Communications, Inc. Faircom
Conversion Stock Option Plan (Conversion Stock Option
Plan) which applies to those individuals previously
participating in the Faircom Inc. Stock Option Plan
(Faircom Plan). In exchange for relinquishing their
options under the Faircom Plan, five former officers and members
of Faircoms Board of Directors were given, in total, the
right to acquire 274,045 shares of the Companys
Series C convertible preferred stock at exercise prices
ranging from $0.89 to $3.73 per share and expiring from
May 11, 1999 to July 1, 2002 (the Converted
Options).

In addition, two officers of Faircom, pursuant to the terms of
the merger agreement between the Company and Faircom, were
granted stock options as of June 15, 1998 resulting in the
recognition of approximately $530,000 in compensation expense.

The Company applies the provisions of APB Opinion 25,
Accounting for Stock Issued to Employees (APB
25), in accounting for the 1998 Stock Option Plan. Under
APB 25, no compensation expense is recognized for options
granted to employees at exercise prices that are equal to or
greater than the fair market value of the underlying common
stock at the grant date. Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123), requires the
Company to provide, beginning with 1995 grants, pro forma
information regarding net income and net income per common share
as if compensation costs for the Companys stock option
plans had been determined in accordance with the fair value
based method prescribed in SFAS 123. Such pro forma information
is as follows for the year ended December 31: (In
thousands, except per share amounts)

|                                             |                                                    |             |   |         |   |      |   |         |   |  |   |         |  
|-------------------------------------------- | -------------------------------------------------- | ----------- | - | ------- | - | ---- | - | ------- | - |  | - | ------- | -
|                                             |                                                    | 2000        |   | 1999    |   | 1998
|                                             |                                                    |             |   |         |   |     
|                                             |                                                    |            
|                                             |                                                    | (unaudited)
|                                            
|                                            
|                                            
|                                            
|Net income (loss):                           |                                                    |             |   |         |   |      |   |         |   |  |   |        
|                                            
|                                            
|                                            
|                                            
|                                             | As reported                                        |             | $ | 13,852  |   |      | $ | (6,771  | ) |  | $ | (4,460  | )
|                                            
|                                            
|                                            
|                                            
|                                             | Pro forma compensation expense, net of tax benefit |             |   | (720    | ) |      |   | (544    | ) |  |   | (600    | )
|                                             |                                                    |             |   |         |   |      |   |         |   |  |   |        
|                                             | Pro forma                                          |             | $ | 13,132  |   |      | $ | (7,315  | ) |  | $ | (5,060  | )
|                                             |                                                    |             |   |         |   |      |   |         |   |  |   |        
|                                             | Pro forma applicable to common shares              |             | $ | (14,108 | ) |      | $ | (29,741 | ) |  | $ | (12,013 | )
|                                             |                                                    |             |   |         |   |      |   |         |   |  |   |        
|Basic and diluted net loss per common share: |                                                    |             |   |         |   |      |   |         |   |  |   |        
|                                            
|                                            
|                                            
|                                            
|                                             | As reported                                        |             | $ | (0.42   | ) |      | $ | (121.65 | ) |  | $ | (47.55  | )
|                                            
|                                            
|                                            
|                                            
|                                             | Pro forma                                          |             | $ | (0.44   | ) |      | $ | (123.92 | ) |  | $ | (50.05  | )

The weighted-average fair value per share for options granted
under the 1998 Stock Option Plan was $3.42, $2.88 and $2.88 for
ISOs in 2000, 1999 and 1998, respectively, and $3.71, $2.69 and
$2.00 for NQSOs in 2000, 1999 and 1998 respectively. The
weighted-average fair value for options granted under the
Conversion Stock Option Plan was approximately $230,000 and such
amount was recognized at the time of conversion since the
Converted Options are fully vested. The

-49-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the
following assumptions:

|                        |  |      |         |       |  |      |         |           |  |      |          |       |  |         |         |   |  |  |          |   |  |  |         |   |  |  |         |  
|----------------------- |  | ---- | ------- | ----- |  | ---- | ------- | --------- |  | ---- | -------- | ----- |  | ------- | ------- | - |  |  | -------- | - |  |  | ------- | - |  |  | ------- | -
|                        |  |      |         |       |  |     
|                        |  | 2000 |         | 1999  |  | 1998
|                        |  |      |         |       |  |     
|                        |  |      |         |       |  |      |         | Converted
|                        |  | ISOs |         | NQSOs |  | ISOs |         | NQSOs     |  | ISOs |          | NQSOs |  | Options
|                        |  |      |         |       |  |      |         |           |  |      |          |       |  |        
|Dividends               |  |      | None    |       |  |      | None    |           |  |      | None     |       |  |         | None    |   |  |  | None     |   |  |  | None    |   |  |  | None    |  
|                       
|                       
|                       
|                       
|Volatility              |  |      | 36.0    | %     |  |      | 36.0    | %         |  |      | 35.0     | %     |  |         | 35.0    | % |  |  | 35.0     | % |  |  | 35.0    | % |  |  | 35.0    | %
|                       
|                       
|                       
|                       
|Risk-free interest rate |  |      | 6.51    | %     |  |      | 6.88    | %         |  |      | 5.56     | %     |  |         | 5.58    | % |  |  | 5.55     | % |  |  | 5.43    | % |  |  | 5.38    | %
|                       
|                       
|                       
|                       
|Expected term           |  |      | 5 years |       |  |      | 5 years |           |  |      | 10 years |       |  |         | 5 years |   |  |  | 10 years |   |  |  | 5 years |   |  |  | 2 years |  

Presented below is a summary of the status of outstanding
Company stock options issued to employees:

|                                                       |                   |        |           |                |   |   |      |      | 
|------------------------------------------------------ | ----------------- | ------ | --------- | -------------- | - | - | ---- | ---- | 
|                                                       |                   |        |           | Weighted      
|                                                       |                   |        |           | Average       
|                                                       |                   | Shares |           | Exercise Price
|                                                       |                   |        |           |               
|Company options converted on June 15, 1998             |                   |        | 274,045   |                |   | $ | 2.73 |     
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Granted           |        |           | 1,321,488      |   |   | $    | 5.00 | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Exercised         |        |           |               |   |   |      |     | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Forfeited/expired |        |           |               |   |   |      |     | 
|                                                      
|                                                      
|                                                      
|                                                      
|Company options held by employees At December 31, 1998 |                   |        | 1,595,533 |                |   | $ | 4.61 |     
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Granted           |        |           | 317,678        |   |   | $    | 5.05 | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Exercised         |        |           | (62,713        | ) |   | $    | 2.73 | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Forfeited/expired |        |           | (10,000        | ) |   | $    | 2.73 | 
|                                                      
|                                                      
|                                                      
|                                                      
|Company options held by employees at December 31, 1999 |                   |        | 1,840,498 |                |   | $ | 4.76 |     
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Granted           |        |           | 179,500        |   |   | $    | 7.23 | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Exercised         |        |           | (34,095        | ) |   | $    | 1.11 | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Forfeited/expired |        |           | (7,500         | ) |   | $    | 6.56 | 
|                                                       |                   |        |           |                |   |   |      |     
|Company options held by employees at December 31, 2000 |                   |        | 1,978,403 |                |   | $ | 5.04 |     

The following table summarizes the status of Company options
outstanding and exercisable at December 31, 2000 under the
1998 Stock Option Plan and the Conversion Stock Option Plan:

|               |  |                     |           |                     |  |          |     |        |  |          |      |  |  |  |         |  |  |   |      | 
|-------------- |  | ------------------- | --------- | ------------------- |  | -------- | --- | ------ |  | -------- | ---- |  |  |  | ------- |  |  | - | ---- | 
|               |  |                     |           |                    
|               |  | Options Outstanding |           | Options Exercisable
|               |  |                     |           |                    
|               |  |                     |           | Weighted            |  |          |     |       
|               |  |                     |           | Average             |  | Weighted |     |        |  | Weighted
|               |  |                     |           | Remaining           |  | Average  |     |        |  | Average 
|               |  |                     |           | Contractual         |  | Exercise |     |        |  | Exercise
|Exercise Price |  | Shares(1)           |           | Life (Years)        |  | Price    |     | Shares |  | Price   
|               |  |                     |           |                     |  |          |     |        |  |         
|$6.63-$7.81    |  |                     | 165,500   |                     |  |          | 4.5 |        |  | $        | 7.35 |  |  |  | 33,100  |  |  | $ | 7.35 | 
|$5.00-$6.00    |  |                     | 1,635,666 |                     |  |          | 7.1 |        |  | $        | 5.26 |  |  |  | 410,980 |  |  | $ | 5.20 | 
|$0.88-$3.73    |  |                     | 177,237   |                     |  |          | 0.3 |        |  | $        | 3.20 |  |  |  | 177,237 |  |  | $ | 3.20 | 
|               |  |                     |           |                     |  |          |     |        |  |          |      |  |  |  |         |  |  |   |      | 
|               |  |                     | 1,978,403 |                     |  |          |     |        |  |          |      |  |  |  | 621,317 |  |  |   |      | 
|               |  |                     |           |                     |  |          |     |        |  |          |      |  |  |  |         |  |  |   |      | 

Of the options outstanding at December 31, 2000, it is
anticipated that no more than approximately 1,253,903 will be
treated as NQSOs and at least 724,500 will be treated as ISOs.



---



|    |                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As of December 31, 2000, the stock options granted under
	the 1998 Stock Option Plan entitle the holders to purchase
	1,801,166 shares of the Companys common stock. Stock
	options granted under the Conversion Stock Option Plan entitle
	the holders to purchase 177,237 shares of the Companys
	common stock.

-50-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

8.  EARNINGS PER SHARE

SFAS 128 calls for the dual presentation of basic and diluted
earnings per share (EPS). Basic EPS is based upon
the weighted average common shares outstanding during the
period. Diluted EPS reflects the potential dilution that would
occur if common stock equivalents were exercised. The effects of
the assumed exercise of outstanding options and warrants to
purchase shares of common stock have been excluded from the
calculations of diluted net loss per share as their effect is
anti-dilutive.

The following table sets forth the computation of basic and
diluted net loss per share for the periods indicated (In
thousands except per share data):

|                                             |                                       |                                     |         |         |       |      |         |         |         |   |         |        |        |  
|-------------------------------------------- | ------------------------------------- | ----------------------------------- | ------- | ------- | ----- | ---- | ------- | ------- | ------- | - | ------- | ------ | ------ | -
|                                             |                                       |                                    
|                                             |                                       | Year Ended December 31,            
|                                             |                                       |                                    
|                                             |                                       | 2000                                |         | 1999    |       | 1998
|                                             |                                       |                                     |         |         |       |     
|Net income (loss) before extraordinary items |                                       | $                                   | 14,966  |         |       | $    | (6,300  | )       |         | $ | (3,290  | )     
|                                            
|                                            
|                                            
|                                            
|Extraordinary loss                           |                                       |                                     | (1,114  | )       |       |      | (471    | )       |         |   | (1,170  | )     
|                                             |                                       |                                     |         |         |       |      |         |         |         |   |         |       
|Net income (loss)                            |                                       | $                                   | 13,852  |         |       | $    | (6,771  | )       |         | $ | (4,460  | )     
|                                             |                                       |                                     |         |         |       |      |         |         |         |   |         |       
|Loss applicable to common shares:            |                                       |                                     |         |         |       |      |         |         |         |   |         |       
|                                            
|                                            
|                                            
|                                            
|                                             | Net income (loss)                     |                                     | $       | 13,852  |       |      | $       | (6,771  | )       |   | $       | (4,460 | )     
|                                            
|                                            
|                                            
|                                            
|                                             | Preferred stock dividend requirements |                                     |         | (629    | )     |      |         | (5,205  | )       |   |         | (2,166 | )     
|                                            
|                                            
|                                            
|                                            
|                                             | Preferred stock accretion             |                                     |         | (26,611 | )     |      |         | (17,221 | )       |   |         | (4,787 | )     
|                                             |                                       |                                     |         |         |       |      |         |         |         |   |         |       
|Loss applicable to common shares             |                                       | $                                   | (13,388 | )       |       | $    | (29,197 | )       |         | $ | (11,413 | )     
|                                             |                                       |                                     |         |         |       |      |         |         |         |   |         |       
|Weighted average shares                      |                                       |                                     | 31,715  |         |       |      | 240     |         |         |   | 240     |       
|                                            
|                                            
|                                            
|                                            
|Net income per common share:                 |                                       |                                     |         |         |       |      |         |         |         |   |         |       
|                                            
|                                            
|                                            
|                                            
|                                             | Basic and diluted:                    |                                     |         |         |       |      |         |         |         |   |         |        |       
|                                            
|                                            
|                                            
|                                            
|                                             |                                       | Net loss before extraordinary items |         | $       | (0.39 | )    |         | $       | (119.69 | ) |         | $      | (42.67 | )
|                                            
|                                            
|                                            
|                                            
|                                             |                                       | Extraordinary loss                  |         |         | (0.03 | )    |         |         | (1.96   | ) |         |        | (4.88  | )
|                                             |                                       |                                     |         |         |       |      |         |         |         |   |         |       
|                                             |                                       | Net loss                            |         | $       | (0.42 | )    |         | $       | (121.65 | ) |         | $      | (47.55 | )
|                                             |                                       |                                     |         |         |       |      |         |         |         |   |         |       

9.  INCOME TAXES

The Companys provision (benefit) for income taxes
consists of the following for the year ended December 31
(in thousands):

|                 |  |      |   |      |  |      |   |  |  |   |   | 
|---------------- |  | ---- | - | ---- |  | ---- | - |  |  | - | - | 
|                 |  | 2000 |   | 1999 |  | 1998
|                 |  |      |   |      |  |     
|Current federal  |  | $    |  |      |  | $    |  |  |  | $ |  | 
|                
|                
|                
|                
|Current state    |  |      |  |      |  |      |  |  |  |   |  | 
|                 |  |      |   |      |  |      |   |  |  |   |   | 
|Total            |  | $    |  |      |  | $    |  |  |  | $ |  | 
|                 |  |      |   |      |  |      |   |  |  |   |   | 
|Deferred federal |  | $    |  |      |  | $    |  |  |  | $ |  | 
|                
|                
|                
|                
|Deferred state   |  |      |  |      |  |      |  |  |  |   |  | 
|                 |  |      |   |      |  |      |   |  |  |   |   | 
|Total            |  | $    |  |      |  | $    |  |  |  | $ |  | 
|                 |  |      |   |      |  |      |   |  |  |   |   | 

-51-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

The components of the Companys deferred tax assets and
liabilities are as follows as of December 31 (in thousands):

|                          |                                    |                                |   |         |         |   |   |       |        |  
|------------------------- | ---------------------------------- | ------------------------------ | - | ------- | ------- | - | - | ----- | ------ | -
|                          |                                    | 2000                           |   | 1999   
|                          |                                    |                                |   |        
|Deferred tax assets:      |                                    |                                |   |         |         |   |   |      
|                         
|                         
|                         
|                         
|                          | Net operating loss carryforward    |                                | $ | 11,083  |         |   | $ | 9,800 |       
|                         
|                         
|                         
|                         
|                          | Miscellaneous accruals and credits |                                |   | 300     |         |   |   | 0   |       
|                         
|                         
|                         
|                         
|                          | Accounts receivable reserve        |                                |   | 200     |         |   |   | 100   |       
|                          |                                    |                                |   |         |         |   |   |      
|                          |                                    | Total deferred tax assets      |   |         | 11,583  |   |   |       | 9,900  |  
|                         
|                         
|                         
|                         
|Deferred tax liabilities: |                                    |                                |   |         |         |   |   |      
|                         
|                         
|                         
|                         
|                          | Property and equipment             |                                |   | (300    | )       |   |   | (300  | )     
|                         
|                         
|                         
|                         
|                          | Intangible assets                  |                                |   | (15,600 | )       |   |   | (300  | )     
|                          |                                    |                                |   |         |         |   |   |      
|                          |                                    | Total deferred tax liabilities |   | $       | (15,900 | ) |   | $     | (600   | )
|                          |                                    |                                |   |         |         |   |   |      
|                          |                                    | Valuation allowance            |   |         | 0     |   |   |       | (9,300 | )
|                          |                                    |                                |   |         |         |   |   |      
|                          |                                    | Net deferred tax liabilities   |   | $       | (4,317  | ) |   | $     | 0-    |  
|                          |                                    |                                |   |         |         |   |   |      

The Company has cumulative federal and state tax loss
carryforwards of approximately $44.4 million at
December 31, 2000. These loss carryforwards will expire in
years 2001 through 2020. The utilization of a portion of these
net operating loss carryforwards for federal income tax purposes
is limited pursuant to the annual utilization limitations
provided under the provisions of Internal Revenue Code
Section 382. In 1998 and 1999, the Company established a
valuation allowance against our deferred tax assets following an
assessment of the realizability of such amounts.

In 2000, Regent recognized a gain of approximately
$17.8 million on the asset exchange from the Clear Channel
transaction. For tax purposes this transaction was treated as a
like-kind exchange resulting in a deferred tax liability
pursuant to the provisions of The Internal Revenue Code section
1031, of approximately $6.3 million. In arriving at the
determination as to the amount of the valuation allowance
required for the current year, the Company considered the impact
of deferred tax liabilities resulting from purchase
transactions; statutory restrictions on the use of operating
losses and a tax planning strategy available to the Company.
Consequently, the Company determined that no valuation allowance
is required for 2000 and released the full valuation allowance.
As a result of these events, no income tax expense was recorded
in 2000. On a quarterly basis, management will assess whether it
remains more likely than not that the deferred tax asset will be
realized.

The Company realized an income tax benefit from the exercise of
certain stock options in 2000 of $83,000. This benefit resulted
in an increase in the deferred tax asset and an increase in paid
in capital.

-52-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

The difference between the Companys effective tax rate on
income (loss) before income taxes and the federal statutory tax
rate arise from the following:

|                                                              |  |      |       |      |  |      |       |    |  |  |       |   
|------------------------------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | -- |  |  | ----- | --
|                                                              |  | 2000 |       | 1999 |  | 1998
|                                                              |  |      |       |      |  |     
|Federal tax expense at statutory rate                         |  |      | 34.0  | %    |  |      | (34.0 | )% |  |  | (34.0 | )%
|                                                             
|                                                             
|                                                             
|                                                             
|Amortization of intangibles and other non-deductible expenses |  |      | 1.0   |      |  |      | 9.0   |    |  |  | 12.0  |   
|                                                             
|                                                             
|                                                             
|                                                             
|Increase (decrease) of valuation allowance                    |  |      | (38.0 | )    |  |      | 31.0  |    |  |  | 28.0  |   
|                                                             
|                                                             
|                                                             
|                                                             
|State tax, net of federal tax benefit                         |  |      | 3.0   |      |  |      | (6.0  | )  |  |  | (6.0  | ) 
|                                                              |  |      |       |      |  |      |       |    |  |  |       |   
|Effective tax rate                                            |  |      | 0     | %    |  |      | 0     | %  |  |  | 0     | % 
|                                                              |  |      |       |      |  |      |       |    |  |  |       |   

10.  SAVINGS PLANS

The Company sponsors defined contribution plans covering
substantially all employees. Both the employee and the Company
can make voluntary contributions to the plan. The Company did
not make contributions to the defined contribution plan during
the years ended December 31, 1999 and 1998.

In the third quarter of 2000, the Company added a matching
feature to its contribution plan, in which the Company will
match participant contributions in the form of employer stock.
The matching formula is 50 cents for every dollar contributed up
to the first 6% of compensation. Company matched contributions
vest to the employees over a three-year period. Contributions of
approximately $69,000 were charged to expense in 2000.

11.  OTHER FINANCIAL INFORMATION

Property and equipment consists of the following as of
December 31 (in thousands):

|                              |                            |      |        |        |  |   |        |        | 
|----------------------------- | -------------------------- | ---- | ------ | ------ |  | - | ------ | ------ | 
|                              |                            | 2000 |        | 1999  
|                              |                            |      |        |       
|Equipment                     |                            | $    | 21,835 |        |  | $ | 14,653 |       
|                             
|                             
|                             
|                             
|Furniture and fixtures        |                            |      | 1,700  |        |  |   | 737    |       
|                             
|                             
|                             
|                             
|Building and improvements     |                            |      | 3,562  |        |  |   | 2,527  |       
|                             
|                             
|                             
|                             
|Land                          |                            |      | 2,273  |        |  |   | 1,716  |       
|                              |                            |      |        |        |  |   |        |       
|                              |                            |      | 29,370 |        |  |   | 19,633 |       
|                             
|                             
|                             
|                             
|Less accumulated depreciation |                            |      | (8,654 | )      |  |   | (7,260 | )     
|                              |                            |      |        |        |  |   |        |       
|                              | Net property and equipment |      | $      | 20,716 |  |   | $      | 12,373 | 
|                              |                            |      |        |        |  |   |        |       

Depreciation expense was approximately $2.2 million and
$1.4 million for the years ended December 31, 2000 and
1999.

Intangible assets consists of the following as of
December 31 (in thousands):

|                              |                       |      |         |         |  |   |        |        | 
|----------------------------- | --------------------- | ---- | ------- | ------- |  | - | ------ | ------ | 
|                              |                       | 2000 |         | 1999   
|                              |                       |      |         |        
|FCC broadcast licenses        |                       | $    | 213,346 |         |  | $ | 55,680 |       
|                             
|                             
|                             
|                             
|Goodwill                      |                       |      | 12,612  |         |  |   | 7,220  |       
|                              |                       |      |         |         |  |   |        |       
|                              |                       |      | 225,958 |         |  |   | 62,900 |       
|                             
|                             
|                             
|                             
|Less accumulated amortization |                       |      | (8,061  | )       |  |   | (4,031 | )     
|                              |                       |      |         |         |  |   |        |       
|                              | Net intangible assets |      | $       | 217,897 |  |   | $      | 58,869 | 
|                              |                       |      |         |         |  |   |        |       

-53-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

Amortization expense was approximately $6.4 million and
$2.0 million for the years ended December 31, 2000 and
1999.

Accrued liabilities consist of the following as of
December 31 (in thousands):

|               |                                   |      |       |       |  |   |       |     | 
|-------------- | --------------------------------- | ---- | ----- | ----- |  | - | ----- | --- | 
|               |                                   | 2000 |       | 1999 
|               |                                   |      |       |      
|Balance Sheet: |                                   |      |       |       |  |   |       |    
|              
|              
|              
|              
|               | Accrued interest                  |      | $     | 457   |  |   | $     | 111 | 
|              
|              
|              
|              
|               | Current portion of long-term debt |      |       | 60    |  |   |       | 63  | 
|              
|              
|              
|              
|               | Accrued offering costs            |      |       |      |  |   |       | 590 | 
|              
|              
|              
|              
|               | Accrued professional fees         |      |       | 405   |  |   |       | 278 | 
|              
|              
|              
|              
|               | Accrued other                     |      |       | 1,376 |  |   |       | 408 | 
|               |                                   |      |       |       |  |   |       |    
|               |                                   | $    | 2,298 |       |  | $ | 1,450 |    
|               |                                   |      |       |       |  |   |       |    

Supplemental cash flow information for the year ended
December 31 (in thousands):

|                       |  |      |       |      |  |      |       |  |  |   |       | 
|---------------------- |  | ---- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                       |  | 2000 |       | 1999 |  | 1998
|                       |  |      |       |      |  |     
|Cash paid for interest |  | $    | 2,115 |      |  | $    | 4,272 |  |  | $ | 2,794 | 

12.  COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is subject to
various regulatory proceedings, lawsuits, claims and other
matters. Such matters are subject to many uncertainties, and
outcomes are not predictable with assurance. In the opinion of
the Companys management, the eventual resolution of such
matters for amounts above those reflected in the consolidated
financial statements would not likely have a materially adverse
effect on the financial condition of the Company.

The Company leases certain facilities and equipment used in its
operations. Total rental expenses were approximately $801,000,
$594,000 and $502,000 in 2000, 1999 and 1998, respectively.

At December 31, 2000, the total minimum annual rental
commitments under noncancelable leases are as follows (in
thousands):

|           |       |   |       |       | 
|---------- | ----- | - | ----- | ----- | 
|          
|          
|          
|          
|2001       |       | $ | 2,808 |      
|          
|          
|          
|          
|2002       |       |   | 1,376 |      
|          
|          
|          
|          
|2003       |       |   | 1,150 |      
|          
|          
|          
|          
|2004       |       |   | 846   |      
|          
|          
|          
|          
|2005       |       |   | 680   |      
|          
|          
|          
|          
|Thereafter |       |   | 2,787 |      
|           |       |   |       |      
|           | Total |   | $     | 9,647 | 
|           |       |   |       |      

-54-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

13.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

All adjustments necessary for a fair statement of income for
each period have been included (in thousands, except per share
amounts):

|                                               |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |         |         |  
|---------------------------------------------- | --------------------------------------------------- | ------------------------- | ------ | ----------- | ------ | ----------- | ----- | ----------- | ----- | ----- | ----- | ------ | ----- | - | ------ | ------- | ------ | - | ------- | ------- | ------- | -
|                                               |                                                     | 1st Quarter               |        | 2nd Quarter |        | 3rd Quarter |       | 4th Quarter |       |      
|                                               |                                                     | ended                     |        | ended       |        | ended       |       | ended       |       | Total
|                                               |                                                     | Mar. 31                   |        | June 30(1)  |        | Sept. 30    |       | Dec. 31     |       | Year 
|                                               |                                                     |                           |        |             |        |             |       |             |       |      
|2000                                           |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net broadcasting revenues                           |                           | $      | 7,477       |        |             | $     | 10,661      |       |       | $     | 11,691 |       |   | $      | 14,278  |        |   | $       | 44,107  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Operating income (loss)                             |                           |        | (687        | )      |             |       | 728         |       |       |       | 526    |       |   |        | 264     |        |   |         | 831     |        
|                                              
|                                              
|                                              
|                                              
|                                               | Extraordinary loss, net of taxes                    |                           |        | (1,114      | )      |             |       |            |       |       |       |       |       |   |        |        |        |   |         | (1,114  | )      
|                                              
|                                              
|                                              
|                                              
|                                               | NET INCOME (LOSS)                                   |                           |        | (3,789      | )      |             |       | 966         |       |       |       | 17,979 |       |   |        | (1,304  | )      |   |         | 13,852  |        
|                                              
|                                              
|                                              
|                                              
|NET INCOME (LOSS) APPLICABLE TO COMMON SHARES: |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net income (loss)                                   |                           |        | (3,789      | )      |             |       | 966         |       |       |       | 17,979 |       |   |        | (1,304  | )      |   |         | 13,852  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Preferred stock dividend and accretion requirements |                           |        | (27,240     | )      |             |       |            |       |       |       |       |       |   |        |        |        |   |         | (27,240 | )      
|                                               |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |        
|                                               | Income (loss) applicable to common shares           |                           |        | (31,029     | )      |             |       | 966         |       |       |       | 17,979 |       |   |        | (1,304  | )      |   |         | (13,388 | )      
|                                              
|                                              
|                                              
|                                              
|                                               | BASIC NET INCOME (LOSS) PER COMMON SHARE:           |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Before extraordinary loss                           |                           | $      | (1.24       | )      |             | $     | 0.03        |       |       | $     | 0.52   |       |   | $      | (0.04   | )      |   | $       | (0.39   | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Extraordinary loss                                  |                           | $      | (0.05       | )      |             | $     | 0.00        |       |       | $     | 0.00   |       |   | $      | 0.00    |        |   | $       | (0.03   | )      
|                                               |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |        
|                                               | Net income (loss) per common share                  |                           | $      | (1.29       | )      |             | $     | 0.03        |       |       | $     | 0.52   |       |   | $      | (0.04   | )      |   | $       | (0.42   | )      
|                                              
|                                              
|                                              
|                                              
|                                               | DILUTED NET INCOME (LOSS) PER COMMON SHARE(2):      |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Before extraordinary loss                           |                           | $      | (1.24       | )      |             | $     | 0.03        |       |       | $     | 0.51   |       |   | $      | (0.04   | )      |   | $       | (0.39   | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Extraordinary loss                                  |                           | $      | (0.05       | )      |             | $     | 0.00        |       |       | $     | 0.00   |       |   | $      | 0.00    |        |   | $       | (0.03   | )      
|                                               |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |        
|                                               | Net income (loss) per common share                  |                           | $      | (1.29       | )      |             | $     | 0.03        |       |       | $     | 0.51   |       |   | $      | (0.04   | )      |   | $       | (0.42   | )      
|                                              
|                                              
|                                              
|                                              
|1999                                           |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net broadcasting revenues                           |                           | $      | 4,520       |        |             | $     | 6,315       |       |       | $     | 6,631  |       |   | $      | 6,388   |        |   | $       | 23,854  |        
|                                              
|                                              
|                                              
|                                              
|                                               | Operating income (loss)                             |                           |        | (655        | )      |             |       | 515         |       |       |       | 151    |       |   |        | (623    | )      |   |         | (612    | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Loss before extraordinary items                     |                           |        | (1,435      | )      |             |       | (257        | )     |       |       | (790   | )     |   |        | (3,818  | )      |   |         | (6,300  | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Extraordinary item                                  |                           |        |            |        |             |       |            |       |       |       |       |       |   |        | (471    | )      |   |         | (471    | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Net loss                                            |                           |        | (1,435      | )      |             |       | (257        | )     |       |       | (790   | )     |   |        | (4,289  | )      |   |         | (6,771  | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Preferred stock dividend and accretion requirements |                           |        | (1,000      | )      |             |       | (1,521      | )     |       |       | (1,416 | )     |   |        | (18,489 | )      |   |         | (22,426 | )      
|                                               |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |        
|                                               | Loss applicable to common shares                    |                           |        | (2,435      | )      |             |       | (1,778      | )     |       |       | (2,206 | )     |   |        | (22,778 | )      |   |         | (29,197 | )      
|                                              
|                                              
|                                              
|                                              
|                                               | Basic and diluted earnings per share:               |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |         |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                     | Before extraordinary item |        | $           | (10.14 | )           |       | $           | (7.41 | )     |       | $      | (9.19 | ) |        | $       | (92.95 | ) |         | $       | (119.69 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                     | Extraordinary item        |        |             |       |             |       |             |      |       |       |        |      |   |        |         | (1.96  | ) |         |         | (1.96   | )
|                                               |                                                     |                           |        |             |        |             |       |             |       |       |       |        |       |   |        |         |        |   |         |        
|                                               |                                                     | $                         | (10.14 | )           |        | $           | (7.41 | )           |       | $     | (9.19 | )      |       | $ | (94.91 | )       |        | $ | (121.65 | )      



---



|    |                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Approximately $149,000 was reclassed from depreciation expense
	to write-down of carrying value of assets held for sale in the
	second quarter of 1999.
|   
|(2) | The diluted calculation is shown as the effect of the exercise
	of common stock equivalents was dilutive in the second and third
	quarters.            

-55-



---



##### Table of Contents



REGENT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

14.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) 101, Revenue Recognition in
Financial Statements, which is effective for the fourth
quarter of 2000. In SAB 101, the SEC staff expressed its views
regarding the appropriate recognition of revenue with regard to
a variety of circumstances. We have evaluated SAB 101 and have
determined that the impact of adoption is not material.

In March 2000, the Financial Accounting Standards Board
issued FASB Interpretation No. 44 (FIN 44),
Accounting for Certain Transactions Including Stock
Compensation  an Interpretation of APB Opinion
No. 25. FIN 44 provides guidance for certain issues
that arose in applying APB Opinion No. 25, Accounting
for Stock Issued to Employees. We have adopted FIN 44, as
required in the third quarter of 2000, and deemed that the
impact of adoption is not material.

In June 1998, the Financial Accounting Standards Board
(FASB) issued SFAS 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS 133 prescribes
the accounting treatment for derivative instruments, including
certain derivative instruments embedded in other contracts, and
for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value.
As of December 31, 2000, we have not employed any financial
instruments to manage our interest rate exposure. We may employ
financial instruments to manage our exposure to fluctuations in
interest rates. We do not hold or issue such financial
instruments for trading purposes. In June 2000, the FASB
issued SFAS 138, an amendment to SFAS 133. We have adopted SFAS
133 and related amendments, as required in the year 2001, and
have determined the impact of adoption to be immaterial.

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

|                                        |      |                |   |           |     |          |  |               |  |           |  |       |  |  |    |       |      |  |   |       | 
|--------------------------------------- | ---- | -------------- | - | --------- | --- | -------- |  | ------------- |  | --------- |  | ----- |  |  | -- | ----- | ---- |  | - | ----- | 
|                                        |      |                |   |           |     |          |  |              
|                                        |      |                |   | Additions |     |          |  |              
|                                        |      |                |   |           |     |          |  |              
|                                        |      | Balance        |   | Charged   |     | Charged  |  |               |  | Balance  
|                                        |      | at             |   | to        |     | to       |  |               |  | at       
|                                        |      | Beginning      |   | Costs and |     | Other    |  |               |  | the End  
|                                        |      | of Period      |   | Expenses  |     | Accounts |  | Deductions(2) |  | of Period
|                                        |      |                |   |           |     |          |  |               |  |          
|                                        |      |               
|                                        |      | (In thousands)
|                                       
|                                       
|                                       
|                                       
|Allowance for doubtful accounts:        |      |                |   |           |     |          |  |               |  |           |  |      
|Years ended December 31,                |      |                |   |           |     |          |  |               |  |           |  |      
|                                       
|                                       
|                                       
|                                       
|                                        | 2000 |                | $ | 231       |     |          |  | 725           |  |           |  |      |  |  |    | 553   |      |  | $ | 403   | 
|                                       
|                                       
|                                       
|                                       
|                                        | 1999 |                | $ | 268       |     |          |  | 390           |  |           |  |      |  |  |    | 427   |      |  | $ | 231   | 
|                                       
|                                       
|                                       
|                                       
|                                        | 1998 |                | $ | 32        |     |          |  | 174           |  |           |  | 174   |  |  |    | 112   |      |  | $ | 268   | 
|                                       
|                                       
|                                       
|                                       
|Deferred tax asset valuation allowance: |      |                |   |           |     |          |  |               |  |           |  |      
|Years ended December 31,                |      |                |   |           |     |          |  |               |  |           |  |      
|                                       
|                                       
|                                       
|                                       
|                                        | 2000 |                | $ | 9,300     |     |          |  |              |  |           |  |      |  |  | ($ | 9,300 | )(3) |  | $ |      | 
|                                       
|                                       
|                                       
|                                       
|                                        | 1999 |                | $ | 4,248     |     |          |  |              |  |           |  | 5,052 |  |  |    |      |      |  | $ | 9,300 | 
|                                       
|                                       
|                                       
|                                       
|                                        | 1998 |                | $ | 2,483     | (1) |          |  |              |  |           |  | 1,765 |  |  |    |      |      |  | $ | 4,248 | 



---



|    |                                                                         
|--- | ------------------------------------------------------------------------
|(1) | Recorded in conjunction with acquisitions consummated on
	June 15, 1998.
|   
|(2) | Represents accounts written off to the reserve.                         
|   
|(3) | See Note 9 in the Notes to Financial Statements.                        

-56-



---



##### Table of Contents








|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants on Accounting
	and Financial Disclosure

Not applicable.




PART III






Item 10.  Directors and Executive Officers of the
Registrant


The information required by this Item 10 is hereby
incorporated by reference from our definitive Proxy Statement,
and specifically from the portions thereof captioned
Election of Directors and Executive
Officers, to be filed in April 2001 in connection
with the 2001 Annual Meeting of Stockholders presently scheduled
to be held on May 17, 2001.




Item 11.  Executive Compensation

The information required by this Item 11 is hereby
incorporated by reference from our definitive Proxy Statement,
and specifically from the portion thereof captioned
Executive Compensation, to be filed in
April 2001 in connection with the 2001 Annual Meeting of
Stockholders presently scheduled to be held on May 17, 2001.




Item 12.  Security Ownership of Certain Beneficial
Owners and Management

The information required by this Item 12 is hereby
incorporated by reference from our definitive Proxy Statement,
and specifically from the portion thereof captioned
Security Ownership of Certain Beneficial Owners and
Management, to be filed in April 2001 in connection
with the 2001 Annual Meeting of Stockholders presently scheduled
to be held on May 17, 2001.




Item 13.  Certain Relationships and Related
Transactions

The information required by this Item 13 is hereby
incorporated by reference from our definitive Proxy Statement,
and specifically from the portion thereof captioned
Certain Relationships and Related Transactions, to
be filed in April 2001 in connection with the 2001 Annual
Meeting of Stockholders presently scheduled to be held on
May 17, 2001.




PART IV






Item 14.  Exhibits, Financial Statement Schedules,
and Reports on Form 8-K


(a)  1.  Financial Statements.

The consolidated financial statements of Regent Communications,
Inc. and subsidiaries filed as part of this Annual Report on
Form 10-K are set forth under Item 8.

2.  Financial Statement Schedules.

The financial statement schedule filed as part of this Annual
Report on Form 10-K is set forth under Item 8.

3.  Exhibits.

A list of the exhibits filed or incorporated by reference as
part of this Annual Report on Form 10-K is set forth in the
Index to Exhibits which immediately precedes such exhibits and
is incorporated herein by this reference.

-57-



---



##### Table of Contents



(b)  Reports on Form 8-K.

On November 7, 2000, we filed a Form 8-K/A. The
Form 8-K/A was an Amendment No. 1 to Current Report on
Form 8-K dated August 24, 2000 and filed on
August 29, 2000 which reported our acquisition from Clear
Channel Broadcasting, Inc., Capstar Radio Operating Company and
their related entities substantially all of the assets of four
FM and two AM radio stations in Albany, New York and three FM
and one AM radio stations in Grand Rapids, Michigan in exchange
for substantially all of the assets of our five FM and three AM
radio stations in the Mansfield, Ohio and Victorville,
California markets and the payment by us of $80,465,000 in
cash.. The Amendment No. 1 on Form 8-K/A was for the
purpose of including the following financial statements and pro
forma financial information which were impracticable to provide
at the time the Form  8-K was initially filed:



| |                                                                  
| | -----------------------------------------------------------------
| | RADIO STATIONS  WQBJ-FM, WQBK-FM and WTMM-AM
	(Albany, New York)

Report of Independent Accountants

Combined Balance Sheets at June 30, 2000 (Unaudited) and
December 31, 1999 and 1998

Combined Statements of Operations for the six months ended
June 30, 2000 (Unaudited) and 1999 (Unaudited) and for the
years ended December  31, 1999 and 1998

Combined Statements of Cash Flows for the six months ended
June 30, 2000 (Unaudited) and 1999 (Unaudited) and for the
years ended December  31, 1999 and 1998

Combined Statements of Stations Equity for the years
ended December 31, 1999 and 1998

Notes to the Combined Financial Statements



| |                                                                  
| | -----------------------------------------------------------------
| | RADIO STATIONS  WGNA-FM, WGNA-AM and WABT-FM
	(Albany, New York)

Report of Independent Accountants

Combined Balance Sheets at June 30, 2000 (Unaudited) and
December 31, 1999 and 1998

Combined Statements of Operations for the six months ended
June 30, 2000 (Unaudited) and 1999 (Unaudited) and for the
period from July 13, 1999 to December 31, 1999, the
period from January 1, 1999 to July 12, 1999, the
period from May 28, 1998 to December 31, 1998 and the
period from January 1, 1998 to May 27, 1998

Combined Statements of Cash Flows for the six months ended
June 30, 2000 (Unaudited) and 1999 (Unaudited) and for the
period from July 13, 1999 to December 31, 1999, the
period from January 1, 1999 to July 12, 1999, the
period from May 28, 1998 to December 31, 1998 and the
period from January 1, 1998 to May 27, 1998

Combined Statements of Stations Equity for the period
from July  13, 1999 to December 31, 1999, the period
from January 1, 1999 to July 12, 1999, the period from
May 28, 1998 to December 31, 1998 and the period from
January 1, 1998 to May 27, 1998.

Notes to the Combined Financial Statements

-58-



---



##### Table of Contents





| |                                                                                 
| | --------------------------------------------------------------------------------
| | RADIO STATIONS  WGRD-FM, WTRV-FM, WLHT-FM and
	WNWZ-AM (Grand Rapids, Michigan)

Report of Independent Accountants

Combined Balance Sheets at June 30, 2000 (Unaudited) and
December 31, 1999 and 1998

Combined Statements of Operations for the six months ended
June 30, 2000 (Unaudited) and 1999 (Unaudited) and for the
period from July 13, 1999 to December 31, 1999, the
period from January 1, 1999 to July 12, 1999, and the
period from February 1, 1998 to December  31, 1998

Combined Statements of Cash Flows for the six months ended
June 30, 2000 (Unaudited) and 1999 (Unaudited) and for the
period from July 13, 1999 to December 31, 1999, the
period from January 1, 1999 to July 12, 1999, and the
period from February 1, 1998 to December  31, 1998

Combined Statements of Stations Equity for the period
from July  13, 1999 to December 31, 1999, the period
from January 1, 1999 to July 12, 1999 and the period
from February 1, 1998 to December 31, 1998

Notes to the Combined Financial Statements

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

-59-



---



##### Table of Contents



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Regent Communications, Inc. has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                     |  |                             |  |                                                                               
|-------------------- |  | --------------------------- |  | ------------------------------------------------------------------------------
|                     |  | REGENT COMMUNICATIONS, INC.
|                    
|Date: March 29, 2001 |  | By:                         |  | /s/ Terry S. Jacobs                                                           
|                     |  |                             |  |                                                                               
|                     |  |                             |  | Terry S. Jacobs, Chairman of the Board,
	Chief Executive Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.

|                                                   |  |                                                                                                           |  |               
|-------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                          |  | Title                                                                                                     |  | Date          
|                                                   |  |                                                                                                           |  |               
|/s/ TERRY S. JACOBSTerry S. Jacobs                 |  | Chairman of the Board, Chief Executive Officer, Treasurer and
	Director (Principal Executive Officer)     |  | March 29, 2001
|                                                  
|/s/ WILLIAM L. STAKELINWilliam L. Stakelin         |  | President, Chief Operating Officer, Secretary and Director                                                |  | March 29, 2001
|                                                  
|/s/ ANTHONY A. VASCONCELLOSAnthony A. Vasconcellos |  | Senior Vice President and Chief Financial Officer (Principal
	Financial and Principal Accounting Officer) |  | March 29, 2001
|                                                  
|/s/ JOEL M. FAIRMANJoel M. Fairman                 |  | Vice-Chairman of the Board and Director                                                                   |  | March 29, 2001
|                                                  
|/s/ KENNETH J. HANAUKenneth J. Hanau               |  | Director                                                                                                  |  | March 29, 2001
|                                                  
|/s/ WILLIAM H. INGRAMWilliam H. Ingram             |  | Director                                                                                                  |  | March 29, 2001
|                                                  
|/s/ R. GLEN MAYFIELDR. Glen Mayfield               |  | Director                                                                                                  |  | March 29, 2001
|                                                  
|/s/ RICHARD H. PATTERSONRichard H. Patterson       |  | Director                                                                                                  |  | March 29, 2001
|                                                  
|/s/ WILLIAM P. SUTTER, JR.William P. Sutter, Jr.   |  | Director                                                                                                  |  | March 29, 2001
|                                                  
|/s/ JOHN H. WYANTJohn H. Wyant                     |  | Director                                                                                                  |  | March 29, 2001

S-1



---



##### Table of Contents



EXHIBIT INDEX

The following exhibits are filed, or incorporated by reference
where indicated, as part of Part IV of this Annual Report on
Form 10-K:

|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
|------- | - | ------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|Exhibit |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Number  |   | Exhibit Description |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 2 | (a)*                |  | Asset Exchange Agreement dated as of March 12, 2000 by and
	among Clear Channel Broadcasting, Inc., Clear Channel
	Broadcasting Licenses, Inc., Capstar Radio Operating Company,
	Capstar TX Limited Partnership, Regent Broadcasting of
	Victorville, Inc., Regent Licensee of Victorville, Inc., Regent
	Broadcasting of Palmdale, Inc., Regent Licensee of Palmdale,
	Inc., Regent Broadcasting of Mansfield, Inc. and Regent Licensee
	of Mansfield, Inc. (previously filed as Exhibit 2(g) to the
	Registrants Form 10-K for the year ended
	December 31, 1999 and incorporated herein by this reference)         
|       
|        | 2 | (b)*                |  | First Amendment to Asset Exchange Agreement made on May 31,
	2000 by and among Clear Channel Broadcasting, Inc., Clear
	Channel Broadcasting Licenses, Inc., Capstar Radio Operating
	Company, Capstar TX Limited Partnership, Regent Broadcasting of
	Victorville, Inc., Regent Licensee of Victorville, Inc., Regent
	Broadcasting of Palmdale, Inc., Regent Licensee of Palmdale,
	Inc., Regent Broadcasting of Mansfield, Inc. and Regent Licensee
	of Mansfield, Inc. (previously filed as Exhibit 2(b) to the
	Registrants Form 10-Q for the quarter ended
	June 30, 2000 and incorporated herein by reference)  
|       
|        | 2 | (c)*                |  | Second Amendment to Asset Exchange Agreement made on
	June 2, 2000 by and among Clear Channel Broadcasting, Inc.,
	Clear Channel Broadcasting Licenses, Inc., Capstar Radio
	Operating Company, Capstar TX Limited Partnership, Regent
	Broadcasting of Victorville, Inc., Regent Licensee of
	Victorville, Inc., Regent Broadcasting of Palmdale, Inc., Regent
	Licensee of Palmdale, Inc., Regent Broadcasting of Mansfield,
	Inc. and Regent Licensee of Mansfield, Inc. (previously filed as
	Exhibit 2(c) to the Registrants Form 10-Q for
	the quarter ended June 30, 2000 and incorporated herein by
	reference)
|       
|        | 2 | (d)*                |  | Agreement of Merger dated March 29, 2000 by and among
	Regent Communications, Inc., Regent Broadcasting, Inc., KZAP,
	Inc. and Rob Cheal (previously filed as Exhibit 2(h) to the
	Registrants Form 10-K for the year ended
	December 31, 1999 and incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                              
|       
|        | 2 | (e)*                |  | Asset Purchase Agreement dated March 29, 2000 by and
	between Yavapai Broadcasting Corporation, Regent Broadcasting of
	Flagstaff, Inc. and Regent Licensee of Flagstaff, Inc.
	(previously filed as Exhibit 2(i) to the Registrants
	Form 10-K for the year ended December 31, 1999 and
	incorporated herein by this reference)                                                                                                                                                                                                                                                                                       
|       
|        | 2 | (f)*                |  | Asset Purchase Agreement made as of October 31, 2000 among
	Concord Media Group of California, Inc., Regent Broadcasting of
	Palmdale, Inc. and Regent Licensee of Palmdale, Inc. (previously
	filed as Exhibit 2(d) to the Registrants
	Form 10-Q for the quarter ended June 30, 2000 and
	incorporated herein by reference)                                                                                                                                                                                                                                                                                          
|       
|        | 2 | (g)                 |  | Asset Purchase Agreement made December 28, 2000 among
	NextMedia Group II, Inc., NextMedia Licensing, Inc., Regent
	Broadcasting of Erie, Inc. and Regent Licensee of Erie, Inc.
	(excluding exhibits not deemed material or filed separately in
	executed form)                                                                                                                                                                                                                                                                                                                                                        

E-1



---



##### Table of Contents



|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                           
|------- | - | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------
|Exhibit |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                   
|Number  |   | Exhibit Description |  |                                                                                                                                                                                                                                                                                                                                                                                   
|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                   
|        |   |                     |  | The following schedules and exhibits to the foregoing Asset
	Purchase Agreement are omitted as not material. The Registrant
	will furnish supplementally to the Commission upon request a
	copy of any omitted schedule or exhibit:                                                                                                                                               
|       
|        |   |                     |  | Schedule                                                                                                                                                                                                                                                                                                                                                                           |  | Description                                               
|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                           
|        |   |                     |  | 1.1.2                                                                                                                                                                                                                                                                                                                                                                              |  | Tangible Personal Property                                
|        |   |                     |  | 1.2.10                                                                                                                                                                                                                                                                                                                                                                             |  | Excluded Assets                                           
|        |   |                     |  | 6.4                                                                                                                                                                                                                                                                                                                                                                                |  | Buyer Consents                                            
|        |   |                     |  | 7.4                                                                                                                                                                                                                                                                                                                                                                                |  | Station Licenses, Etc.                                    
|        |   |                     |  | 7.7                                                                                                                                                                                                                                                                                                                                                                                |  | Permitted Encumbrances                                    
|        |   |                     |  | 7.9                                                                                                                                                                                                                                                                                                                                                                                |  | Contracts (including identification of Material Contracts)
|        |   |                     |  | 7.12                                                                                                                                                                                                                                                                                                                                                                               |  | Intellectual Property                                     
|        |   |                     |  | 7.14                                                                                                                                                                                                                                                                                                                                                                               |  | Employees                                                 
|        |   |                     |  | 7.15                                                                                                                                                                                                                                                                                                                                                                               |  | Litigation                                                
|        |   |                     |  | 7.16                                                                                                                                                                                                                                                                                                                                                                               |  | Compliance With Laws                                      
|       
|        |   |                     |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                            |  | Description                                               
|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                           
|        |   |                     |  | A                                                                                                                                                                                                                                                                                                                                                                                  |  | Deposit Escrow Agreement                                  
|        |   |                     |  | B                                                                                                                                                                                                                                                                                                                                                                                  |  | Antenna License Agreement                                 
|        |   |                     |  | C                                                                                                                                                                                                                                                                                                                                                                                  |  | Assignment and Assumption Agreement                       
|        |   |                     |  | D                                                                                                                                                                                                                                                                                                                                                                                  |  | Tower License Agreement                                   
|       
|        | 2 | (h)                 |  | Agreement of Merger dated June 15, 2000 among StarCom. Inc,
	Dennis Carpenter and Regent Broadcasting, Inc., as amended by an
	Amendment, dated as of July 27, 2000, to Agreement of
	Merger, and as further amended by a Second Amendment, dated as
	of February 19, 2001, to Agreement of Merger (excluding
	exhibits not deemed material or filed separately in executed
	form)
|       
|        |   |                     |  | The following schedules and exhibits to the foregoing Agreement
	of Merger are omitted as not material. The Registrant will
	furnish supplementally to the Commission upon request a copy of
	any omitted schedule or exhibit:                                                                                                                                                    
|       
|        |   |                     |  | Schedule                                                                                                                                                                                                                                                                                                                                                                           |  | Description                                               
|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                           
|        |   |                     |  | 1.07                                                                                                                                                                                                                                                                                                                                                                               |  | Capitalization of StarCom, Inc.                           
|        |   |                     |  | 3.04                                                                                                                                                                                                                                                                                                                                                                               |  | Conflicting Agreements/ Buyers Required Consents         
|        |   |                     |  | 4.02                                                                                                                                                                                                                                                                                                                                                                               |  | Subsidiaries/ Affiliates                                  
|        |   |                     |  | 4.04                                                                                                                                                                                                                                                                                                                                                                               |  | Directors and Officers; Compensation; Banks               
|        |   |                     |  | 4.05                                                                                                                                                                                                                                                                                                                                                                               |  | Capitalization of Continuing Subsidiaries                 
|        |   |                     |  | 4.08                                                                                                                                                                                                                                                                                                                                                                               |  | Station Licenses                                          
|        |   |                     |  | 4.10                                                                                                                                                                                                                                                                                                                                                                               |  | Tax Audits                                                
|        |   |                     |  | 4.11                                                                                                                                                                                                                                                                                                                                                                               |  | Personal Property                                         
|        |   |                     |  | 4.12                                                                                                                                                                                                                                                                                                                                                                               |  | Real Property                                             
|        |   |                     |  | 4.13                                                                                                                                                                                                                                                                                                                                                                               |  | Material Contracts                                        
|        |   |                     |  | 4.15                                                                                                                                                                                                                                                                                                                                                                               |  | Intellectual Property                                     
|        |   |                     |  | 4.18                                                                                                                                                                                                                                                                                                                                                                               |  | Transactions with Insiders                                
|        |   |                     |  | 4.19                                                                                                                                                                                                                                                                                                                                                                               |  | Liabilities                                               
|        |   |                     |  | 4.23                                                                                                                                                                                                                                                                                                                                                                               |  | Employee Benefit Plans                                    
|        |   |                     |  | 4.26                                                                                                                                                                                                                                                                                                                                                                               |  | Insurance                                                 

E-2



---



##### Table of Contents



|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                
|------- | - | ------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|Exhibit |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Number  |   | Exhibit Description |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |   |                     |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Description                                    
|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                
|        |   |                     |  | A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Deposit Escrow Agreement                       
|        |   |                     |  | B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Pledge Agreement                               
|        |   |                     |  | C                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Form of Opinion of Sellers Counsel            
|        |   |                     |  | D                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Form of Opinion of Sellers FCC Counsel Opinion
|        |   |                     |  | E                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Consulting Agreement                           
|        |   |                     |  | F                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Form of Opinion of Buyers Counsel             
|        |   |                     |  | G                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Time Brokerage Agreement                       
|        |   |                     |  | H                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Lease                                          
|        |   |                     |  | I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Guaranty                                       
|       
|        | 3 | (a)*                |  | Amended and Restated Certificate of Incorporation of Regent
	Communications, Inc., as amended by a Certificate of
	Designation, Number, Powers, Preferences and Relative,
	Participating, Optional and Other Special Rights and the
	Qualifications, Limitations, Restrictions, and Other
	Distinguishing Characteristics of Series G Preferred Stock
	of Regent Communications, Inc., filed January 21, 1999
	(previously filed as Exhibit 3(a) to Amendment No. 1 to the
	Registrants Form S-1 Registration Statement No. 
	333-91703 filed December 29, 1999 and incorporated herein
	by this reference) 
|       
|        | 3 | (b)*                |  | Certificate of Decrease of Shares Designated as Series G
	Convertible Preferred Stock of Regent Communications, Inc.,
	filed with the Delaware Secretary of State on June 21, 1999
	amending the Amended and Restated Certificate of Incorporation
	of Regent Communications, Inc., as amended (previously filed as
	Exhibit 3(c) to the Registrants Form 10-Q Fourth
	Quarter Ended June 30, 1999 and incorporated herein by this
	reference)                                                                                                                                                              
|       
|        | 3 | (c)*                |  | Certificate of Designation, Number, Powers, Preferences and
	Relative, Participating, Optional and Other Special Rights and
	the Qualifications, Limitations, Restrictions, and Other
	Distinguishing Characteristics of Series H Preferred Stock
	of Regent Communications, Inc., filed with the Delaware
	Secretary of State on June 21, 1999 amending the Amended
	and Restated Certificate of Incorporation of Regent
	Communications, Inc., as amended (previously filed as
	Exhibit 3(d) to the Registrants Form 10-Q for
	the Quarter Ended June 30, 1999 and incorporated herein by
	this reference)
|       
|        | 3 | (d)*                |  | Certificate of Decrease of Shares Designated as Series G
	Convertible Preferred Stock of Regent Communications, Inc.,
	filed with the Delaware Secretary of State on August 23,
	1999 amending the Amended and Restated Certificate of
	Incorporation of Regent Communications, Inc., as amended
	(previously filed as Exhibit 3(e) to the Registrants
	Form 10-Q for the Quarter Ended on September 30, 1999
	and incorporated herein by this reference)                                                                                                                                                   
|       
|        | 3 | (e)*                |  | Certificate of Increase of Shares Designated as Series H
	Convertible Preferred Stock of Regent Communications, Inc.,
	filed with the Delaware Secretary of State on August 23,
	1999 amending the Amended and Restated Certificate of
	Incorporation of Regent Communications, Inc., as amended
	(previously filed as Exhibit 3(f) to the Registrants
	Form 10-Q for the Quarter Ended on September 30, 1999
	and incorporated herein by this reference)                                                                                                                                                   

E-3



---



##### Table of Contents



|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 
|------- | - | ------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Number  |   | Exhibit Description |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |   |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 3 | (f)*                |  | Certificate of Designation, Number, Powers Preferences and
	Relative, Participating, Optional, and Other Special Rights and
	the Qualifications, Limitations, Restrictions, and Other
	Distinguishing Characteristics of Series K Preferred Stock
	of Regent Communications, Inc., filed with the Delaware
	Secretary of State on December  13, 1999 amending the
	Amended and Restated Certificate of Incorporation of Regent
	Communications, Inc., as amended (previously filed as
	Exhibit 3(g) to Amendment No.  1 to the Registrants
	Form S-1 Registration Statement No. 333-91703 filed
	December 29, 1994 and incorporated herein by this reference)
|       
|        | 3 | (g)*                |  | Amended and Restated By-Laws of Regent Communications, Inc.
	(previously filed as Exhibit 3(b) to the Registrants
	Form S-4 Registration Statement No. 333-46435
	effective May 7, 1998 and incorporated herein by this
	reference).                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        | 3 | (h)*                |  | Amendments to By-Laws of Regent Communications, Inc. adopted
	December 13, 1999 (previously filed as Exhibit 3(h) to
	Amendment No. 1 to the Registrants Form S-1
	Registration Statement No. 333-91703 filed December 29,
	1999 and incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        | 4 | (a)*                |  | Credit Agreement dated as of January 27, 2000 among Regent
	Broadcasting, Inc., Regent Communications, Inc., Fleet National
	Bank, as administrative agent, Fleet National Bank, as issuing
	lender, General Electric Capital Corporation, as syndication
	agent, Dresdner Bank AG, New York and Grand Cayman Branches, as
	document agent, and the several lenders party thereto (excluding
	exhibits not deemed material or filed separately in executed
	form) (previously filed as Exhibit 4(a) to the
	Registrants Form 8-K filed February 10, 2000 and
	incorporated herein by this reference)                                                        
|       
|        | 4 | (b)*                |  | Omnibus Amendment No. 1 and Amendment No. 1 to Credit
	Agreement dated as of February 4, 2000 among Regent
	Broadcasting, Inc., Regent Communications, Inc., Fleet National
	Bank, as administrative agent, Fleet National Bank, as issuing
	lender, General Electric Capital Corporation, as syndication
	agent, Dresdner Bank AG, New York and Grand Cayman Branches, as
	document agent, and the several lenders party thereto
	(previously filed as Exhibit 4(e) to the Registrants
	Form 8-K filed February 10, 2000 and incorporated
	herein by this reference)                                                                                       
|       
|        | 4 | (c)                 |  | Amendment No. 2 and Consent, dated as of August 23,
	2000, to the Credit Agreement dated as of January 27, 2000,
	as amended, among Regent Broadcasting, Inc., Regent
	Communications, Inc., Fleet National Bank, as administrative
	agent, Fleet National Bank, as issuing lender, General Electric
	Capital Corporation, as syndication agent, Dresdner Bank AG, New
	York and Grand Cayman Branches, as document agent, and the
	several lenders party thereto                                                                                                                                                                                            
|       
|        | 4 | (d)                 |  | Amendment No. 3 dated as of December 1, 2000, to the
	Credit Agreement dated as of January 27, 2000, as amended,
	among Regent Broadcasting, Inc., Regent Communications, Inc.,
	Fleet National Bank, as administrative agent, Fleet National
	Bank, as issuing lender, General Electric Capital Corporation,
	as syndication agent, Dresdner Bank AG, New York and Grand
	Cayman Branches, as document agent, and the several lenders
	party thereto                                                                                                                                                                                                        

E-4



---



##### Table of Contents



|        |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 
|------- | -- | ------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Number  |    | Exhibit Description |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 4  | (e)*                |  | Revolving Credit Note dated as of February 7, 2000 made by
	Regent Broadcasting, Inc. in favor of Fleet National Bank in the
	original principal amount of $25 million (previously filed
	as Exhibit 4(f) to the Registrants Form 8-K
	filed February 10, 2000 and incorporated herein by this
	reference) (See Note 1 below)                                                                                                                                                                                                                                                                                             
|       
|        | 4  | (f)*                |  | Subsidiary Guaranty Agreement dated as of January 27, 2000
	among Regent Broadcasting, Inc., Regent Communications, Inc. and
	each of their subsidiaries and Fleet National Bank, as
	collateral agent (previously filed as Exhibit 4(c) to the
	Registrants Form 8-K filed February 10, 2000 and
	incorporated herein by this reference)                                                                                                                                                                                                                                                                                 
|       
|        | 4  | (g)*                |  | Pledge Agreement dated as of January 27, 2000 among Regent
	Broadcasting, Inc., Regent Communications, Inc. and each of
	their subsidiaries and Fleet National Bank, as collateral agent
	(previously filed as Exhibit 4(d) to the Registrants
	Form 8-K filed February 10, 2000 and incorporated
	herein by this reference)                                                                                                                                                                                                                                                                                              
|       
|        | 4  | (h)*                |  | Security Agreement dated as of January 27, 2000 among
	Regent Broadcasting, Inc., Regent Communications, Inc. and each
	of their subsidiaries and Fleet National Bank, as collateral
	agent (previously filed as Exhibit 4(b) to the
	Registrants Form 8-K filed February 10, 2000 and
	incorporated herein by this reference)                                                                                                                                                                                                                                                                                            
|       
|        | 10 | (a)*                |  | Escrow Agreement dated as of March 12, 2000 by and among
	Regent Broadcasting of Victorville, Inc., Regent Licensee of
	Victorville, Inc., Regent Broadcasting of Palmdale, Inc., Regent
	Licensee of Palmdale, Inc., Regent Broadcasting of Mansfield,
	Inc., Regent Licensee of Mansfield, Inc., Clear Channel
	Broadcasting, Inc., Clear Channel Broadcasting Licenses, Inc.,
	Capstar Radio Operating Company, Capstar TX Limited Partnership
	and Bank of America (previously filed as Exhibit 10(a) to
	the Registrants Form 10-K for the year ended
	December 31, 1999 and incorporated herein by this reference)  
|       
|        | 10 | (b)*                |  | Letter agreement dated March 12, 2000 from Clear Channel
	Communications, Inc. addressed to Regent Broadcasting of
	Victorville, Inc., Regent Licensee of Victorville, Inc., Regent
	Broadcasting of Palmdale, Inc., Regent Licensee of Palmdale,
	Inc., Regent Broadcasting of Mansfield, Inc., Regent Licensee of
	Mansfield, Inc. (previously filed as Exhibit 10(b) to the
	Registrants Form 10-K for the year ended
	December 31, 1999 and incorporated herein by this reference)                                                                                                                                    
|       
|        | 10 | (c)*                |  | Liquidated Damages Agreement made as of March 12, 2000 by
	Regent Broadcasting of Victorville, Inc., Regent Licensee of
	Victorville, Inc., Regent Broadcasting of Palmdale, Inc., Regent
	Licensee of Palmdale, Inc., Regent Broadcasting of Mansfield,
	Inc., Regent Licensee of Mansfield, Inc. for the benefit of
	Clear Channel Broadcasting, Inc., Clear Channel Broadcasting
	Licenses, Inc., Capstar Radio Operating Company and Capstar TX
	Limited Partnership (previously filed as Exhibit 10(c) to
	the Registrants Form 10-K for the year ended
	December 31, 1999 and incorporated herein by this reference)
|       
|        | 10 | (d)                 |  | Time Brokerage Agreement dated as of June 15, 2000 among
	Regent Broadcasting of St. Cloud, Inc., RepCom, Inc. and Sartell
	FM, Inc., as amended by a First Amendment, dated as of
	February 19, 2001, to Time Brokerage Agreement                                                                                                                                                                                                                                                                                                                                                                                         

E-5



---



##### Table of Contents



|        |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|------- | -- | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Number  |    | Exhibit Description |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 10 | (e)                 |  | Deposit Escrow Agreement dated as of June 15, 2000 among
	Regent Broadcasting, Inc., StarCom, Inc. and Security Title and
	Guaranty Agency, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | (f)                 |  | Deposit Escrow Agreement dated December 28, 2000 among
	NextMedia Group II, Inc., Regent Broadcasting of Erie, Inc.,
	Regent Licensee of Erie, Inc. and Media Venture Partners                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 10 | (g)*                |  | Regent Communications, Inc. Faircom Conversion Stock Option Plan
	(previously filed as Exhibit 10(f) to the Registrants
	S-4 filed on February 17, 1998 and incorporated herein by
	this reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        | 10 | (h)                 |  | Regent Communications, Inc. 1998 Management Stock Option Plan,
	as amended through May 1, 2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 10 | (i)*                |  | Employment Agreement between Regent Communications, Inc. and
	Terry S. Jacobs (previously filed as Exhibit 10(h) to the
	Registrants S-4 filed on February 17, 1998 and
	incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | (j)*                |  | Employment Agreement between Regent Communications, Inc. and
	William L. Stakelin (previously filed as Exhibit 10(i) to
	the Registrants S-4 filed on February 17, 1998 and
	incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|        | 10 | (k)*                |  | Employment Agreement between Regent Communications, Inc. and
	Joel M. Fairman (previously filed as Exhibit 10(j) to the
	Registrants S-4 filed on February 17, 1998 and
	incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | (l)*                |  | Lease Agreement dated January 17, 1994 between CPX 
	RiverCenter Development Corporation and Regent Communications,
	Inc. (previously filed as Exhibit 10(z) to the
	Registrants S-4 filed on February 17, 1998 and
	incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|        | 10 | (m)*                |  | Stock Purchase Agreement dated June 15, 1998 among Regent
	Communications, Inc., Waller-Sutton Media Partners, L.P., WPG
	Corporate Development Associates V, L.C.C., WPG Corporate
	Development Associates (Overseas) V, L.P., General Electric
	Capital Corporation, River Cities Capital Fund Limited
	Partnership and William H. Ingram (excluding exhibits not deemed
	material or filed separately in executed form) (previously filed
	as Exhibit 4(d) to the Registrants Form 8-K
	filed June 30, 1998 and incorporated herein by this
	reference)                                                                                                                                                                                         
|       
|        | 10 | (n)*                |  | Registration Rights Agreement dated June 15, 1998 among
	Regent Communications, Inc., PNC Bank, N.A., Trustee,
	Waller-Sutton Media Partners, L.P., WPG Corporate Development
	Associates V, L.C.C., WPG Corporate Development Associates
	(Overseas) V, L.P., BMO Financial, Inc., General Electric
	Capital Corporation, River Cites Capital Fund Limited
	Partnership, Terry S. Jacobs, William L. Stakelin, William H.
	Ingram, Blue Chip Capital Fund II Limited Partnership, Miami
	Valley Venture Fund L.P. and Thomas Gammon (excluding exhibits
	not deemed material or filed separately in executed form)
	(previously filed as Exhibit 4(e) to the Registrants
	Form 8-K filed June 30, 1998 and incorporated herein
	by this reference)
|       
|        | 10 | (o)*                |  | Warrant for the Purchase of 650,000 Shares of Common Stock
	issued by Regent Communications, Inc. to Waller-Sutton Media
	Partners, L.P. dated June 15, 1998 (See Note 1 below)
	(previously filed as Exhibit 4(f) to the Registrants
	Form 8-K filed June 30, 1998 and incorporated herein
	by this reference)                                                                                                                                                                                                                                                                                                                                                                                                                                    

E-6



---



##### Table of Contents



|        |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
|------- | -- | ------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Number  |    | Exhibit Description |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 10 | (p)*                |  | Stock Purchase Agreement dated June 21, 1999 between Regent
	Communications, Inc. and Waller-Sutton Media Partners, L.P.
	relating to the purchase of 90,909 shares of Regent
	Communications, Inc. Series H convertible preferred stock
	(See Note 2 below) (excluding exhibits not deemed material or
	filed separately in executed form) (previously filed as
	Exhibit 4(aa) to the Registrants Form 10-Q for
	the quarter ended June 30,1999 and incorporated herein by this
	reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 10 | (q)*                |  | Stock Purchase Agreement dated June 21, 1999, among Regent
	Communications, Inc., WPG Corporate Development Associates V,
	L.L.C. and WPG Corporate Development Associates V (Overseas),
	L.P. relating to the purchase of 1,180,909 and 182,727 shares,
	respectively, of Regent Communications, Inc. Series H
	convertible preferred stock (excluding exhibits not deemed
	material or filed separately in executed form)(previously filed
	as Exhibit 4(bb) to the Registrants Form 10-Q
	for the quarter ended June 30, 1999 and incorporated herein
	by this reference)                                                                                                                                                                                                                                                                                                                                                                      
|       
|        | 10 | (r)*                |  | Stock Purchase Agreement dated as of August 31, 1999 among
	Regent Communications, Inc., The Roman Arch Fund L.P. and The
	Roman Arch Fund II L.P. relating to the purchase of 109,091 and
	72,727 shares, respectively, of Regent Communications, Inc.
	Series H convertible preferred stock(excluding exhibits not
	deemed material or filed separately in executed form)
	(previously filed as Exhibit  4(ee) to the
	Registrants Form 10-Q for the quarter ended on
	September 30, 1999 and incorporated herein by this
	reference)                                                                                                                                                                                                                                                                                                                                                                                                           
|       
|        | 10 | (s)*                |  | First Amendment to Registration Rights Agreement dated as of
	August 31, 1999 among Regent Communications, Inc., PNC
	Bank, N.A., as trustee, Waller-Sutton Media Partners, L.P., WPG
	Corporate Development Associates V, L.L.C., WPG Corporate
	Development Associates (Overseas) V, L.P., BMO Financial, Inc.,
	General Electric Capital Corporation, River Cities Capital Fund
	Limited Partnership, Terry S. Jacobs, William L. Stakelin,
	William H. Ingram, Blue Chip Capital Fund II Limited
	Partnership, Miami Valley Venture Fund L.P. and Thomas P. Gammon
	(excluding exhibits not deemed material or filed separately in
	executed form) (previously filed as Exhibit 4(gg) to the
	Registrants Form 10-Q for the quarter ended on
	September 30, 1999 and incorporated herein by this
	reference)                                                                                                                                  
|       
|        | 10 | (t)*                |  | Second Amendment to Registration Rights Agreement dated as of
	December 13, 1999, among Regent Communications, Inc., Terry S.
	Jacobs, William L. Stakelin, Blue Chip Capital Fund II Limited
	Partnership, Blue Chip Capital Fund III Limited Partnership,
	Miami Valley Venture Fund, L.P., PNC Bank, N.A., as trustee, PNC
	Bank, N.A., Custodian, Waller-Sutton Media Partners, L.P., River
	Cities Capital Fund Limited Partnership, Mesirow Capital
	Partners VII, WPG Corporate Development Associates V, L.L.C.,
	WPG Corporate Development Associates V (Overseas) L.P., General
	Electric Capital Corporation, William H. Ingram, The Roman Arch
	Fund L.P., The Roman Arch Fund II L.P. and The Prudential
	Insurance Company of America (previously filed as Exhibit 
	4(hh) to Amendment No. 1 to the Registrants
	Form S-1 Registration Statement No.  333-91703 filed
	December 29, 1999 and incorporated herein by this reference)

E-7



---



##### Table of Contents



|        |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|------- | -- | ------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Number  |    | Exhibit Description |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |    |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 10 | (u)*                |  | Third Amended and Restated Stockholders Agreement dated as
	of December 13, 1999, among Regent Communications, Inc., Terry
	S. Jacobs, William L. Stakelin, Blue Chip Capital Fund II
	Limited Partnership, Blue Chip Capital Fund III Limited
	Partnership, Miami Valley Venture Fund, L.P., PNC Bank, N.A., as
	trustee, PNC Bank, N.A., Custodian, Waller-Sutton Media
	Partners, L.P., River Cities Capital Fund Limited Partnership,
	Mesirow Capital Partners VII, WPG Corporate Development
	Associates V, L.L.C., WPG Corporate Development Associates V
	(Overseas) L.P., General Electric Capital Corporation, William
	H. Ingram, Joel M. Fairman, The Roman Arch Fund L.P., The Roman
	Arch Fund II L.P. and the Prudential Insurance Company of
	America (previously filed as Exhibit 4(gg) to Amendment
	No. 1 to the Registrants Form S-1 Registration
	Statement No. 333-91703 filed December 29, 1999 and
	incorporated herein by this reference)
|       
|        | 10 | (v)*                |  | Stock Purchase Agreement dated as of November 24, 1999,
	between Regent Communications, Inc. and Blue Chip Capital Fund
	III Limited Partnership (see Note 3 below) (previously filed as
	Exhibit (jj) to Amendment No. 1 to the
	Registrants Form S-1 Registration Statement filed
	December 29, 1999 and incorporated herein by this reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        | 21 |                     |  | Subsidiaries of Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



---



|  |                           
|- | --------------------------
|* | Incorporated by reference.

NOTES:



|   |                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------
|1. | Six substantially identical warrants for the purchase of shares
	of Registrants common stock were issued as follows:

|                                                        |  |        |         | 
|------------------------------------------------------- |  | ------ | ------- | 
|                                                        |  | Shares
|                                                        |  |       
|Waller-Sutton Media Partners, L.P.                      |  |        | 650,000 | 
|                                                       
|                                                       
|                                                       
|                                                       
|WPG Corporate Development Associates V, L.L.C           |  |        | 112,580 | 
|                                                       
|                                                       
|                                                       
|                                                       
|WPG Corporate Development Associates (Overseas) V, L.P. |  |        | 17,420  | 
|                                                       
|                                                       
|                                                       
|                                                       
|General Electric Capital Corporation                    |  |        | 50,000  | 
|                                                       
|                                                       
|                                                       
|                                                       
|River Cities Capital Fund Limited Partnership           |  |        | 20,000  | 
|                                                       
|                                                       
|                                                       
|                                                       
|William H. Ingram                                       |  |        | 10,000  | 



|   |                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------
|2. | Two substantially identical stock purchase agreements were
	entered into for the purchase of Series H convertible
	preferred stock

|            | 
|----------- | 
|as follows: | 

|                                              |  |  |                | 
|--------------------------------------------- |  |  | -------------- | 
|                                             
|                                             
|                                             
|                                             
|Blue Chip Capital Fund II Limited Partnership |  |  | 363,636 shares | 
|                                             
|                                             
|                                             
|                                             
|PNC Bank, N.A., as trustee                    |  |  | 181,818 shares | 



|   |                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------
|3. | Four substantially identical stock purchase agreements were
	entered into for the purchase of Series K convertible
	preferred stock as follows:

|                                                                                                            |  |  |                  | 
|----------------------------------------------------------------------------------------------------------- |  |  | ---------------- | 
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|WPG Corporate Development Associates V, L.L.C. and WPG Corporate
	Development Associates V (Overseas), L.P. |  |  | 181,818 shares   | 
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|PNC Bank, N.A., Custodian                                                                                   |  |  | 181,818 shares   | 
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|Mesirow Capital Partners VII1                                                                               |  |  | 818,181 shares   | 
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|The Prudential Insurance Company of America                                                                 |  |  | 1,000,000 shares | 

E-8