FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                QUARTERLY REPORT PURSUANT TO SECTION 13 AND 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


  For the quarter ended September 30, 2000        Commission file number 1-9645


                       CLEAR CHANNEL COMMUNICATIONS, INC.

             (Exact name of registrant as specified in its charter)


            Texas                                        74-1787539
  (State of Incorporation)                 (I.R.S. Employer Identification No.)



                               200 East Basse Road
                            San Antonio, Texas 78209
                                 (210) 822-2828

                          (Address and telephone number
                         of principal executive offices)



         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 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 __x__ No _____

   Indicate  the  number of shares  outstanding  of each  class of the  issuer's
classes of common stock, as of the latest practicable date.



            Class                              Outstanding at November 10, 2000
- - - - - - - - - - - - - -                    - - - - - - - - - - - -  - - - -
Common Stock, $.10 par value                               584,757,113


<PAGE>



               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES

                                      INDEX




                                                                       Page No.
                                                                       - - - -

Part I -- Financial Information

     Item 1.  Unaudited Financial Statements

     Consolidated Balance Sheets at September 30, 2000 and
        December 31, 1999                                                  3

     Consolidated Statements of Operations for the nine and
        three months ended September 30, 2000 and 1999                     5

     Consolidated Statements of Cash Flows for the nine months
        ended September 30, 2000 and 1999                                  6

     Notes to Consolidated Financial Statements                            8

     Item 2.  Management's Discussion and Analysis of
        Financial Condition and Results of Operations                     13

     Item 3.  Quantitative and Qualitative Disclosures About
        Market Risk                                                       18


Part II -- Other Information

     Item 6.  Exhibits and reports on Form 8-K                            20

         (a)  Exhibits
         (b)  Reports on Form 8-K

     Signatures                                                           21

     Index to Exhibits                                                    22


<PAGE>




                                     PART I

Item 1.  UNAUDITED FINANCIAL STATEMENTS
<TABLE>
               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                            (In thousands of dollars)

                                                                     September 30,                December 31,
                                                                         2000                         1999
                                                                      (Unaudited)                      (*)
Current Assets
<S>                                                                   <C>                       <C>
   Cash and cash equivalents                                          $    384,846              $     76,724
   Accounts receivable, less allowance of $74,776 at September 30,
     2000 and $26,095 at December 31, 1999                               1,612,608                   724,900
   Other current assets                                                    330,708                   123,485
     Total Current Assets                                                2,328,162                   925,109

Property, Plant and Equipment
   Land, buildings and improvements                                      1,128,083                   338,764
   Structures and site leases                                            2,081,898                 1,870,731
   Transmitter and studio equipment                                      1,064,154                   427,063
   Furniture and other equipment                                           456,658                   222,581
   Construction in progress                                                182,171                    89,901
                                                                         4,912,964                 2,949,040
Less accumulated depreciation                                             (681,349)                 (470,916)
                                                                         4,231,615                 2,478,124
Intangible Assets
   Contracts                                                               987,935                   817,227
   Licenses and goodwill                                                40,163,099                11,809,882
   Other intangible assets                                                 160,781                    80,102
                                                                        41,311,815                12,707,211
Less accumulated amortization                                           (1,273,524)                 (758,889)
                                                                        40,038,291                11,948,322
Other Assets
   Restricted cash                                                       1,032,346                     4,349
   Notes receivable                                                        124,509                    53,675
   Investments in, and advances to, nonconsolidated affiliates             452,219                   380,918
   Other assets                                                            665,595                   251,604
   Other investments                                                     1,877,351                   779,411
Total Assets                                                          $ 50,750,088              $ 16,821,512

* From audited financial statements

                 See Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                            (In thousands of dollars)
<TABLE>

                                                                     September 30,                December 31,
                                                                         2000                         1999
                                                                      (Unaudited)                      (*)
Current Liabilities
<S>                                                                   <C>                       <C>
   Accounts payable                                                   $    401,150              $    196,222
   Accrued interest                                                        135,818                    16,449
   Accrued expenses                                                        886,025                   337,939
   Accrued income taxes                                                    743,671                    29,769
   Current portion of long-term debt                                        55,968                    30,361
   Other current liabilities                                               261,108                    74,775
     Total Current Liabilities                                           2,483,740                   685,515

   Long-term debt                                                       10,104,315                 4,093,543
   Liquid Yield Option Notes                                               495,447                   490,809
   Deferred income taxes                                                 6,809,775                 1,289,783
   Other long-term liabilities                                             212,365                   149,032

   Minority interest                                                        55,701                    28,793

Shareholders' Equity
   Common stock                                                             58,474                    33,861
   Additional paid-in capital                                           29,519,893                 9,216,957
   Common stock warrants                                                   249,314                   252,862
   Retained earnings                                                       736,892                   296,132
   Other comprehensive income                                               67,475                   282,745
   Other                                                                   (42,276)                    2,304
   Cost of shares held in treasury                                          (1,027)                     (824)
   Total shareholders' equity                                           30,588,745                10,084,037
Total Liabilities and
   Shareholders' Equity                                               $ 50,750,088              $ 16,821,512

* From audited financial statements

                 See Notes to Consolidated Financial Statements

</TABLE>


<PAGE>

<TABLE>

               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                (In thousands of dollars, except per share data)


                                                               Nine Months Ended                    Three Months Ended
                                                                 September 30,                         September 30,
                                                           2000             1999                  2000               1999

<S>                                                    <C>             <C>                  <C>                <C>
Gross revenue                                          $ 3,634,804     $   2,005,591        $    1,684,787     $    887,854
Less:  agency commissions                                  309,671           214,956               108,068           91,697
Net revenue                                              3,325,133         1,790,635             1,576,719          796,157

Operating expenses                                       2,144,974         1,097,171             1,062,284          495,800
Non-cash compensation expense                                3,151                --                 3,151               --
Depreciation and amortization                              820,800           473,654               372,059          208,627
Corporate expenses                                          91,862            44,585                39,417           16,254
Operating income                                           264,346           175,225                99,808           75,476

Interest expense - net                                     230,795           126,233               105,335           50,962
Gain on sale of stations                                   805,183           136,925               805,183               --
Other income (expense) - net                                (7,340)            9,175                (8,964)          (2,221)
Income before income taxes and equity
  in earnings of nonconsolidated affiliates                831,394           195,092               790,692           22,293
Income taxes                                               408,670           106,546               350,198           23,695
Income (loss) before equity in earnings
  of nonconsolidated affiliates                            422,724            88,546               440,494           (1,402)
Equity in earnings of nonconsolidated affiliates            18,036             6,742                 8,433            2,925
Net income                                                 440,760            95,288               448,927            1,523

Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustments                (114,667)           (8,275)              (54,123)          44,671
  Unrealized gains on securities:
    Unrealized holding gain (loss) arising during period   (64,077)          (54,799)             (137,193)         (27,159)
    Less:  reclassification adjustment for unrealized gains
      on SFX shares held prior to merger                   (36,526)               --               (36,526)              --
    Less:  reclassification adjustment for gains
      included in net income                                    --           (14,905)                   --               --
Comprehensive income                                   $   225,490       $    17,309           $   221,085      $    19,035

Net income per common share:
   Basic                                               $      1.19       $       .31           $      1.04      $       .00

   Diluted                                             $      1.13       $       .31           $       .96      $       .00

                 See Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                            (In thousands of dollars)

<TABLE>

                                                                                Nine Months Ended
                                                                     September 30,                September 30,
                                                                         2000                         1999

Cash flows from operating activities:
<S>                                                                    <C>                             <C>
   Net income                                                          $   440,760                     $95,288

Reconciling Items:
   Depreciation                                                            242,139                     169,123
   Amortization of intangibles                                             578,661                     304,531
   Deferred taxes                                                          194,236                      64,665
   Amortization of film rights                                              16,582                      13,112
   Amortization of deferred financing charges, bond
     premiums and accretion of note discounts                               11,541                         644
   Non-cash compensation expense                                             3,151                          --
   Payments on film liabilities                                            (16,091)                    (12,527)
   (Recognition) deferral of deferred income                              (100,049)                      3,509
   (Gain) loss on disposal of assets                                      (805,655)                   (128,953)
   Gain on sale of other investments                                            --                     (22,930)
   Equity in earnings of nonconsolidated affiliates                        (13,303)                     (2,950)
   Charitable donation of treasury shares                                       --                       4,102
   Increase (decrease) minority interest                                     6,902                       1,503

Changes in operating assets and liabilities:
   (Increase) decrease accounts receivable                                 (70,886)                    (62,916)
   (Decrease) increase accounts payable, accrued expenses and
     other liabilities                                                     (79,268)                   (102,633)
   Increase (decrease) accrued interest                                     26,849                      (6,138)
   Increase (decrease) accrued income and other taxes                      195,446                      36,365

   Net cash provided by operating activities                               631,015                     353,795
</TABLE>




<PAGE>



               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                            (In thousands of dollars)

<TABLE>

                                                                                Nine Months Ended
                                                                     September 30,                September 30,
                                                                         2000                         1999

Cash flows from investing activities:

<S>                                                                    <C>                         <C>
   Decrease (increase) in restricted cash                              $  (588,101)                $  (113,470)
   Cash acquired in stock-for-stock mergers                                312,122                      46,096
   Increase in notes receivable - net                                      (25,359)                         --
   Decrease (increase) in investments in, and
     advances to, nonconsolidated affiliates - net                           3,200                     (24,221)
   Purchases of investments                                                (61,704)                    (87,103)
   Proceeds from sale of investments                                            --                      29,659
   Purchases of property, plant and equipment                             (320,434)                   (127,516)
   Proceeds from disposal of assets                                      1,176,698                     211,187
   Acquisition of radio assets                                            (196,071)                   (182,751)
   Acquisition of outdoor assets                                        (1,455,024)                   (799,444)
   Acquisition of live entertainment assets                                (59,247)                     (5,061)
   Increase in other-net                                                  (237,792)                     (9,219)

   Net cash used in investing activities                                (1,451,712)                 (1,061,843)

Cash flows from financing activities:
   Proceeds from issuance of long-term debt                              9,204,234                   1,880,338
   Payments on long-term debt                                           (8,109,502)                 (1,671,467)
   Proceeds from exercise of stock options and stock purchase plan          30,642                      32,440
   Proceeds from issuance of common stock                                       --                     512,917
   Proceeds from exercise of common stock warrants                           3,445                          --

   Net cash provided by financing activities                             1,128,819                     754,228

   Net increase in cash and cash equivalents                               308,122                      46,180

   Cash and cash equivalents at beginning of period                         76,724                      36,498

   Cash and cash equivalents at end of period                          $   384,846                 $    82,678


                 See Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1:  PREPARATION OF INTERIM FINANCIAL STATEMENTS

The  consolidated  financial  statements  have been  prepared  by Clear  Channel
Communications,  Inc. (the  "Company")  pursuant to the rules and regulations of
the  Securities  and  Exchange   Commission  ("SEC")  and,  in  the  opinion  of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
accruals and  adjustments  necessary for adoption of new  accounting  standards)
necessary to present fairly the results of the interim  periods  shown.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such SEC rules and  regulations.  Management
believes  that  the  disclosures  made  are  adequate  to make  the  information
presented  not  misleading.   The  results  for  the  interim  periods  are  not
necessarily  indicative of results for the full year.  The financial  statements
contained herein should be read in conjunction  with the consolidated  financial
statements  and notes thereto  included in the  Company's  1999 Annual Report on
Form 10-K.

The consolidated  financial  statements  include the accounts of the Company and
its  subsidiaries,  the  majority  of which  are  wholly-owned.  Investments  in
companies  in which the  Company  owns 20  percent  to 50  percent of the voting
common stock or otherwise  exercises  significant  influence  over operating and
financial policies of the company are accounted for under the equity method. All
significant  intercompany  transactions  are  eliminated  in  the  consolidation
process.  Certain  reclassifications  have  been  made to the 1999  consolidated
financial statements to conform to the 2000 presentation.

Note 2:  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 133 Accounting for Derivative Instruments and
Hedging Activities  ("Statement  133").  Statement 133 establishes new rules for
the recognition and measurement of derivatives and hedging activities. Statement
133 is amended by  Statement  137  Accounting  for  Derivative  Instruments  and
Hedging  Activities - Deferral of the Effective  Date of FASB Statement No. 133,
and is effective for years  beginning  after June 15, 2000. The Company plans to
adopt this statement in fiscal year 2001. Had the Company elected early adoption
of Statement  133,  total assets and long-term  debt at September 30, 2000 would
have  increased  by $13.1  million  each and there  would have been no  material
effect to results of operations.  Management  does not believe  adoption of this
statement will materially impact the Company's  financial position or results of
operations.

In  December  1999,  the SEC  issued  Staff  Accounting  Bulletin  101,  Revenue
Recognition  in  Financial  Statements,  ("SAB 101").  The  bulletin  summarizes
certain of the SEC  staff's  views in  applying  generally  accepted  accounting
principles to revenue recognition.  SAB 101, as amended through June 26, 2000 is
required  to be  implemented  in the  fourth  quarter  of 2000.  The  Company is
currently  reviewing the requirements of SAB 101 and assessing its impact on the
Company's  financial  position and results of  operations.  Management  does not
believe  adoption  of  this  statement  will  materially  impact  the  Company's
financial position or results of operations.


Note 3:  RECENT DEVELOPMENTS

AMFM Merger
On August 30,  2000,  the  Company  closed the merger  with AMFM Inc.  ("AMFM").
Pursuant to the terms of the merger  agreement,  each share of AMFM common stock
was exchanged for 0.94 shares of the Company's common stock. Approximately 205.4
million  shares of the Company's  stock were issued in the AMFM merger,  valuing
the merger, based on average share value at the signing of the merger agreement,
at $15.9 billion plus the assumption of AMFM's outstanding debt of $3.5 billion.
Additionally,  the Company assumed options and common stock warrants with a fair
value of 1.3 billion, which are convertible, subject to applicable vesting, into
approximately  25.5 million  shares of the Company's  common stock.  The Company
refinanced  $540.0 million of AMFM's long-term debt at the closing of the merger
using the Company's  credit  facility.  This merger has been  accounted for as a
purchase with resulting goodwill of approximately  $7.1 billion,  which is being
amortized over 25 years on a straight-line basis. This purchase price allocation
is preliminary pending completion of appraisals and other fair value analysis of
assets and liabilities.  The results of operations of AMFM have been included in
the Company's financial statements beginning August 30, 2000.

AMFM  owned,  programmed,  or sold  airtime for 415 radio  stations,  owned Katz
Media, a full-service  media  representation  firm, and owned an approximate 28%
equity (11% voting) interest in Lamar Advertising Company ("Lamar").

To obtain  clearance from the United States  Department of Justice,  the Company
and AMFM agreed to sell 99 radio stations in 27 markets. Before consummating the
merger  with  AMFM,  the  Company  and  AMFM  completed  the sale of 85 of these
stations.  The  remaining  14 stations  will be sold  pursuant  to  governmental
directives.  The Company  has 150 days from August 29th to complete  the sale of
these 14 stations.  In addition,  the Company agreed to sell AMFM's equity stake
in Lamar by December 31, 2002.  Furthermore,  the Company's  investment  must be
passive while it continues to hold any part of this stake in Lamar.

Included in the  purchase  price of AMFM is $439.9  million of  restricted  cash
related to the  disposition  of AMFM assets in  connection  with the merger.  In
addition,  the Company  swapped assets valued at $228.0 million in  transactions
with third parties in order to comply with governmental directives regarding the
AMFM  merger.  The Company  also  divested  certain  assets in  connection  with
governmental  directives related to the AMFM merger, which resulted in a gain on
sale of stations of $805.2 million and an increase in income tax expense (at the
Company's statutory rate of 38%) of $306.0 million in the third quarter of 2000.
The Company  anticipates  deferring  a portion of this tax expense  based on its
ability to replace the stations  sold with  qualified  assets.  A portion of the
proceeds from  divestitures  are being held in restricted  trusts until suitable
replacement   properties  are  identified.   The  following  table  details  the
reconciliation  of divestiture and acquisition  activity in the restricted trust
accounts.

In thousands of dollars

Restricted cash resulting from Clear Channel divestitures         $    792,448
Restricted cash purchased in AMFM merger                               439,896
Restricted cash used in acquisitions                                  (206,941)
Interest, net of fees                                                    6,943
Restricted cash balance at September 30, 2000                     $  1,032,346

The  Company  is in the  process  of  finalizing  plans  to  restructure  AMFM's
operations.  Thus far, it has been  decided  and  communicated  to all  effected
employees  that the  Company  will close the AMFM  corporate  offices in Dallas,
Texas and Austin,  Texas by March 31,  2001.  Other  operations  of AMFM will be
either  discontinued  or  integrated  into  existing  similar  operations of the
Company.  To date,  the  restructuring  has  resulted  in the  actual or pending
termination of approximately 400 employees.  It is expected that the majority of
the  restructuring  will be completed during the first half of 2001. The Company
has recorded a $185.0 million liability in purchase accounting primarily related
to severance for terminated AMFM employees.

SFX Merger
On August 1, 2000, the Company  consummated  its merger with SFX  Entertainment,
Inc. ("SFX").  Pursuant to the terms of the merger agreement,  each share of SFX
Class A common stock was exchanged for 0.6 shares of the Company's  common stock
and each share of SFX Class B common  stock was  exchanged  for one share of the
Company's  common  stock.  Approximately,  39.1 million  shares of the Company's
common stock were issued in the SFX merger.  Based on average share value at the
signing of the merger agreement,  this merger is valued at $2.9 billion plus the
assumption of SFX's outstanding debt of $1.5 billion.  Additionally, the Company
assumed all options and warrants with a fair value of $211.8 million,  which are
exercisable for  approximately 5.6 million shares of the Company's common stock.
The Company  refinanced $815.8 million of SFX's long-term debt at the closing of
the merger using the Company's credit  facility.  This merger has been accounted
for as a purchase with resulting goodwill of approximately  $4.1 billion,  which
is being amortized over 20 years on a straight-line  basis.  This purchase price
allocation is preliminary  pending completion of appraisals and other fair value
analysis of assets and  liabilities.  The results of operations of SFX have been
included in the Company's financial statements beginning August 1, 2000.

A number of lawsuits were filed by holders of SFX Class A common stock alleging,
among other things,  that the  difference in  consideration  for the Class A and
Class B shares constituted unfair  consideration to the Class B holders and that
the SFX board  breached  its  fiduciary  duties and that the  Company  aided and
abetted the actions of the SFX board.  On September 28, 2000, the Company issued
396,943 shares of its common stock,  valued at $29.3  million,  as settlement of
these lawsuits and has included the value as part of the purchase price.

SFX  is  a  diversified   promoter,   producer  and  venue   operator  for  live
entertainment  events.  In addition,  SFX is a fully integrated sports marketing
and management company specializing in the representation of sports athletes and
broadcasters, integrated event management, television programming and production
and marketing consulting services. SFX also operates a network of 92 venues used
principally for music concerts and other live entertainment events in the United
States.  Internationally,  SFX operates 28 venues used  primarily for theatrical
presentations, principally in the United Kingdom.

Other Acquisitions
On January 5, 2000,  the Company  closed the  acquisition  of the Ackerley Group
Inc.'s South Florida outdoor advertising division ("Ackerley") for approximately
$300.2 million in cash. The acquisition adds  approximately  3,500 display faces
and  enhances the  Company's  position in Florida.  On  September  1, 2000,  the
Company  purchased Donrey Media Group ("Donrey") for $381.5 million in cash. The
acquisition  adds outdoor assets to domestic  markets where the Company operates
other media.

Pro forma
The results of operations for the nine month periods  ending  September 30, 2000
and  1999  include  the  operations  of  AMFM,  SFX,  Donrey,   Ackerley,  Jacor
Communications,  Inc.  ("Jacor"),  Dame  Media,  Inc.  ("Dame")  and Dauphin OTA
("Dauphin")  from the respective  dates of acquisition or merger as appropriate.
Assuming the  mergers/acquisitions of AMFM, SFX, Donrey,  Ackerley,  Jacor, Dame
and  Dauphin  had  all  occurred  at  January  1,  1999,   unaudited  pro  forma
consolidated  results of operations for the nine months ended September 30, 2000
and 1999 would have been as follows:

                              Pro Forma (Unaudited)
                         Nine Months Ended September 30
                      (In thousands, except per share data)

                                            2000                       1999

     Net revenue                      $    5,977,569             $   4,747,955
     Net loss                         $     (564,974)            $    (235,787)
     Net loss per share:
         Basic                        $         (.97)            $        (.41)
         Diluted                      $         (.97)            $        (.41)

The  pro  forma  information  above  is  presented  in  response  to  applicable
accounting  rules  relating  to  business  acquisitions  and is not  necessarily
indicative  of the  actual  results  that  would  have  been  achieved  had  the
mergers/acquisitions  of AMFM, SFX, Donrey,  Ackerley,  Jacor,  Dame and Dauphin
occurred at the beginning of 1999,  nor is it  indicative  of future  results of
operations.  The Company had other acquisitions  during the first nine months of
2000 and during 1999, the effects of which,  individually and in aggregate, were
not  material to the  Company's  consolidated  financial  position or results of
operations.

Public Offerings
On June 14,  2000,  the  Company  completed a debt  offering  of $250.0  million
floating rate notes due June 15, 2002 and $750.0  million  7.875% notes due June
15, 2005. The net proceeds to the Company of  approximately  $993.9 million were
used  to  reduce  the  outstanding  balance  on the  Company's  domestic  credit
facilities.

On July 3, 2000,  the Company  completed a debt  offering of Euro 650.0  million
6.50%  notes due July 7,  2005.  Interest  on the notes is payable  annually  in
arrears on July 7 of each year. The net proceeds to the Company of approximately
$612.9  million  were used to reduce the  outstanding  balance on the  Company's
domestic credit facilities.

To facilitate  possible  future  acquisitions as well as public  offerings,  the
Company filed a  registration  statement on Form S-3 on July 21, 2000 covering a
combined $3.0 billion of debt securities,  junior  subordinated debt securities,
preferred  stock,  common stock,  warrants,  stock purchase  contracts and stock
purchase  units (the "shelf  registration  statement").  The shelf  registration
statement also covers preferred  securities that may be issued from time to time
by the Company's three Delaware statutory business trusts and guarantees of such
preferred securities by the Company.

On September 7, 2000,  the Company  completed a debt offering of $750.0  million
7.25% senior notes due September 15, 2003 and $750.0  million 7.65% senior notes
due on September 15, 2010.  Interest is payable on both series of notes on March
15  and  September  15 of  each  year.  The  net  proceeds  to  the  Company  of
approximately  $1.49 billion were used to reduce the outstanding  balance of the
Company's domestic credit facility.

The domestic  credit  facility was used to redeem all of AMFM's  outstanding  9%
subordinated  notes due 2008,  9.25%  subordinated  notes due 2007, 12% exchange
debentures  due 2009 and 12.75%  senior  discount  notes due 2009.  The domestic
credit  facilities  were  also  used to pay a total  of  $232.2  million  of the
outstanding  publicly traded  indebtedness of AMFM and SFX put to the Company by
the  holders of such  indebtedness  pursuant  to  outstanding  change of control
offers.

Note 4   SEGMENT DATA

The  Company  is managed  based on three  principal  business  segments - radio,
outdoor advertising and live entertainment.  The components of the radio segment
are domestic and  international  radio,  Premiere Radio Networks and Katz Media.
The components of the outdoor advertising segment are domestic and international
billboards,  transit displays and street  furniture.  The components of the live
entertainment  segment are music,  theatrical,  family  entertainment  and motor
sports.  The Company  also  aggregates  television,  sports  representation  and
internet into the category "other".


<PAGE>



<TABLE>

In thousands of dollars
                                                    Nine Months Ended                    Three Months Ended
                                                      September 30,                         September 30,
                                                 2000              1999                 2000              1999
Net revenue
<S>                                       <C>               <C>                   <C>              <C>
   Radio                                  $   1,453,304     $     822,587         $     601,672    $     406,494
   Outdoor                                    1,235,224           845,451               441,149          349,163
   Live Entertainment                           457,542                --               457,542               --
   Other                                        179,063           122,597                76,356           40,500
Consolidated                              $   3,325,133     $   1,790,635         $   1,576,719    $     796,157

Operating expenses
   Radio                                  $     846,377     $     504,117         $     330,740    $     251,069
   Outdoor                                      777,428           526,508               275,686          222,930
   Live Entertainment                           399,202                --               399,202               --
   Other                                        121,967            66,546                56,656           21,801
Consolidated                              $   2,144,974     $   1,097,171         $   1,062,284    $     495,800

Depreciation and Amortization
   Radio                                  $     435,266     $     208,991         $     204,705    $     115,153
   Outdoor                                      311,637           248,896               110,938           89,622
   Live Entertainment                            43,609                --                43,609               --
   Other                                         30,288            15,767                12,807            3,852
Consolidated                              $     820,800     $     473,654         $     372,059    $     208,627

Operating income (loss)
   Radio                                  $     168,640     $     104,368         $      63,593    $      30,251
   Outdoor                                      118,758            51,701                45,539           30,378
   Live Entertainment                            10,326                --                10,326               --
   Other                                        (33,378)           19,156               (19,650)          14,847
Consolidated                              $     264,346     $     175,225         $      99,808    $      75,476

Total identifiable assets
   Radio                                  $  34,017,411     $   9,565,523         $  34,017,411    $   9,565,523
   Outdoor                                    7,393,146         6,110,446             7,393,146        6,110,446
   Live Entertainment                         5,318,886                --             5,318,886               --
   Other                                      4,020,645           765,920             4,020,645          765,920
Consolidated                              $  50,750,088     $  16,441,889         $  50,750,088    $  16,441,889
</TABLE>

Net  revenue  of  $649,473  and  $260,876  for the nine and three  months  ended
September  30,  2000,  respectively,  and $346,773 and $172,798 for the nine and
three months ended September 30, 1999, respectively,  and identifiable assets of
$2,452,121 and $1,242,843 as of September 30, 2000 and 1999,  respectively,  are
included  in  the  data  above  and  are  derived  from  the  Company's  foreign
operations.



<PAGE>


Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Results of Operations

Comparison  of Three and Nine Months Ended  September 30, 2000 to Three and Nine
Months Ended September 30, 1999.

<TABLE>

(In thousands of dollars, except per share data)
                           Nine Months       As-Reported   Pro Forma         Three Months     As-Reported   Pro Forma
                       Ended September 30,   % Increase   % Increase      Ended September 30, % Increase   % Increase
   Consolidated         2000        1999     (Decrease)   (Decrease)      2000        1999    (Decrease)   (Decrease)
<S>                 <C>          <C>              <C>        <C>       <C>          <C>              <C>        <C>
Net revenue         $ 3,325,133  $ 1,790,635      85.7%      25.9%     $ 1,576,719  $796,15798.0%    15.3%
Operating expenses    2,144,974    1,097,171      95.5%      28.3%       1,062,284    495,800       114.3%      23.3%
Depreciation and
  amortization          820,800      473,654      73.3%      22.4%         372,059    208,627        78.3%       2.4%
Operating income        264,346      175,225      50.9%     173.0%          99,808     75,476        32.2%      67.2%
Interest expense, net   230,795      126,233      82.8%                    105,335     50,962       106.7%
Net income (loss)       440,760       95,288     362.6%                    448,927      1,523    29,376.5%
Net income (loss) per share:
    Basic           $      1.19  $       .31     279.9%                $      1.04  $     .00          n/a
    Diluted         $      1.13  $       .31     264.4%                $       .96  $     .00          n/a
</TABLE>

The  majority  of the growth in the  "as-reported"  net  revenue  and  operating
expenses for the three and nine months ended  September  30, 2000 was due to the
acquisitions  of AMFM Inc.  ("AMFM")  on August  30,  2000,  SFX  Entertainment,
Inc.("SFX")  on August 1, 2000,  Donrey Media Group  ("Donrey")  on September 1,
2000,  Ackerley's  South Florida outdoor  advertising  division  ("Ackerley") on
January 5, 2000,  Jacor  Communications,  Inc.  ("Jacor") in May 1999,  and Dame
Media, Inc., ("Dame") and Dauphin OTA, ("Dauphin") in July 1999. In addition, 55
radio stations and approximately 65,000 outdoor display faces were purchased, in
multiple  transactions,  during the first nine  months of 2000,  the  effects of
which,  individually  and in the  aggregate,  were not material to the Company's
consolidated  financial  position or results of operations.  Corporate  expenses
increased 106% for the first nine months of 2000 versus the first nine months of
1999 as a result of the  integration of corporate  operations of the Company and
the aforementioned acquisitions.

The majority of the increase in "as-reported"  depreciation and amortization was
primarily  due  to  the  acquisition  of  the  tangible  and  intangible  assets
associated with the  above-mentioned  business  combinations.  Interest  expense
increased  as a result  of  greater  average  borrowing  levels  related  to the
aforementioned  acquisitions and higher average borrowing rates. During the nine
months ended September 30, 2000,  approximately  35% of the Company's debt had a
floating interest rate based on LIBOR. LIBOR rates increased 25% from an average
of 5.18% in the first nine months of 1999 to an average  6.48%  during the first
nine months of 2000.  This  increase in average  borrowing  rates was  partially
offset by the  issuance of  convertible  notes in the fourth  quarter of 1999 at
1.5% annual interest. Equity in earnings of nonconsolidated affiliates increased
168% primarily due to the improved operating results from our equity investments
in Mexico,  New Zealand and  Australia.  The majority of the increase in pre-tax
income is due to a one-time  gain of $805.2  million  included  in the three and
nine-month  periods  ended  September  30,  2000,  which  related to the sale of
stations associated with the governmental  directives regarding the AMFM merger.
Income  tax  expense  increased  due to the  increase  in  pre-tax  income.  The
effective tax rate decreased from 55% in the first nine months of 1999 to 49% in
the first nine months of this year  resulting  from the one-time gain on sale of
stations offset by the increased nondeductible  amortization expenses associated
with the aforementioned acquisitions.

The pro Forma presentation  referred to above assumes the acquisitions of and/or
mergers with AMFM, SFX, Donrey,  Ackerley,  Jacor,  Dauphin and Dame occurred on
January 1, 1999.  Pro Forma net revenue  increased  due to improved  advertising
rates and improved sell-out rates in the radio segment.  In addition,  increased
advertising  rates and other less  significant  acquisitions  within the outdoor
segment  contributed  to the increase in pro forma net  revenue.  An increase in
music tour dates  within  the  entertainment  segment  also  contributed  to the
increase  in pro  forma net  revenue.  Pro Forma  operating  expenses  increased
primarily from the incremental  selling costs related to the additional revenues
and expenses  associated with the additional  music tour dates.  The majority of
the increase in pro forma operating  income for the three and nine month periods
ended  September  30,  2000 was due to  improved  operations  during  the period
primarily in the radio and outdoor segments.

Liquidity and Capital Resources

The  major  sources  of  capital  for the  Company  have  been  cash  flow  from
operations,  advances on its revolving  lines of credit,  and funds  provided by
various stock,  convertible and other bond  offerings.  As of September 30, 2000
and December 31, 1999, the Company had the following debt outstanding:

   (In millions of dollars)
                                       September 30, 2000     December 31, 1999
   Credit facilities - domestic            $   1,974.7           $   1,227.7
   Credit facility - international               103.2                 120.4
   Senior convertible notes                    1,575.0               1,575.0
   Liquid Yield Option Notes                     495.4                 490.8
   Long-term bonds                             6,461.5               1,171.4
   Other borrowings                               45.9                  29.4
   Total                                   $  10,655.7           $   4,614.7

In  addition,  the  Company  had $384.8  million in  unrestricted  cash and cash
equivalents on hand at September 30, 2000.

On April 27,  2000,  shareholders  of the  Company  approved  an increase to the
number of the Company's  shares of common stock authorized for issuance from 900
million to 1.5 billion in order to have additional shares available for possible
future acquisition or financing transactions,  stock splits, stock dividends and
other  issuances,  or to satisfy  requirements  for additional  reservations  of
shares  by  reason  of  future   transactions   which  might  require  increased
reservations.  The Company currently has no plans to issue any of the additional
shares of common stock.

On July  21,  2000,  the  Company  filed a  Registration  Statement  on Form S-3
covering a combined $3.0 billion of debt securities,  junior  subordinated  debt
securities,  preferred stock, common stock,  warrants,  stock purchase contracts
and  stock  purchase  units  (the  "shelf  registration  statement").  The shelf
registration  statement also covers preferred securities that may be issued from
time to time by the  Company's  three  Delaware  statutory  business  trusts and
guarantees of such preferred  securities by the Company.  In September 2000, the
Company  issued  $1.5  billion  of debt  securities  registered  under the shelf
registration statement, leaving $1.5 billion available for future issuance.

Domestic Credit Facilities:
The Company has a $1.95 billion revolving credit facility, of which at September
30, 2000,  $1.8 billion was  outstanding  and $135.0  million was  available for
future  borrowings.  The credit  facility  began reducing on September 30, 2000,
with quarterly  repayment of the outstanding  principal balance to continue over
the next five years,  with the entire  balance to be repaid by the last business
day of June 2005.  During the first nine months of the year,  the  Company  made
principal  payments on this credit facility  totaling $3.4 billion and drew down
$4.4 billion.

The Company had a 364-day  multi-currency  revolving  credit  facility  for $1.0
billion.  On August 30,  2000,  in  conjunction  with the  closing of a new $3.0
billion  credit  facility,  the Company  repaid all  outstanding  borrowings and
terminated the facility.  During the first eight months of the year, the Company
made principal  payments on the credit  facility  totaling $1.4 billion and drew
down $1.0 billion.

The Company  entered  into a $3.0  billion  credit  facility on August 30, 2000,
concurrent with the closing of the AMFM merger. $1.5 billion of this facility is
a five-year  multi-currency  revolving  credit  facility  and $1.5  billion is a
364-day  revolving  credit  facility,  which the  Company  has the  option  upon
maturity to convert into a term loan with a five-year maturity. At September 30,
2000, the outstanding balance was 127.2 million British pounds, or approximately
$187.7 million,  and $2.8 billion was available for future  borrowings under the
$3.0 billion credit facility.

International Credit Facility:
The Company has an 88.0 million British pounds, or approximately $129.8 million,
revolving   credit  facility  with  a  group  of   international   banks.   This
international   credit   facility  allows  for  borrowings  in  various  foreign
currencies, which are used to hedge net assets in those currencies. At September
30, 2000,  approximately  $26.6 million was available for future  borrowings and
$103.2 million was outstanding under this credit facility.  This credit facility
converted  into a reducing  revolving  facility  on January  10,  2000,  with an
initial  payment  of 12.0  million  British  pounds  made in  January  2000.  An
additional  payment of 12.0 million  British  pounds is due on January 10, 2001.
The credit facility expires on January 10, 2002. At September 30, 2000, interest
rates varied from 4.50% to 7.85%.

Liquid Yield Option Notes:
The Company  assumed Liquid Yield Option Notes ("LYONs") as a part of the merger
with Jacor.  The Company  assumed  4.75% LYONs due 2018 and 5.50% LYONs due 2011
with an  aggregated  fair  value of $490.1  million.  Each LYON has a  principal
amount at maturity of $1,000 and is convertible, at the option of the holder, at
any  time on or  prior  to  maturity,  into  the  Company's  common  stock  at a
conversion rate of 7.227 shares per LYON and 15.522 shares per LYON for the 2018
and 2011 issues, respectively.  The LYONs aggregated balance, net of conversions
to common  stock,  amortization  of  premium,  and  accretion  of  interest,  at
September 30, 2000 was $495.4 million.

Long-Term Bonds:
On June 14,  2000,  the  Company  completed a debt  offering  of $250.0  million
Floating Rate Notes due June 15, 2002 and $750.0  million  7.875% Notes due June
15, 2005. Interest is payable on June 15 and December 15 on the 7.875% Notes and
is payable  quarterly on the Floating  Rate Notes.  On June 14, 2000 the Company
entered into interest rate swap agreements that  effectively  float the interest
on  $750.0  million  based  upon  LIBOR.  The net  proceeds  to the  Company  of
approximately  $993.9 million were used to reduce the outstanding balance on the
Company's credit facilities.

On July 3, 2000,  the Company  completed a debt  offering of Euro 650.0  million
6.50%  Notes due July 7,  2005.  Interest  on the notes is payable  annually  in
arrears on July 7 of each year. The net proceeds to the Company of approximately
$612.9  million  were used to reduce the  outstanding  balance on the  Company's
credit facilities.

On September 7, 2000,  the Company  completed a debt offering of $750.0  million
7.25% Senior Notes due September 15, 2003 and $750.0  million 7.65% Senior Notes
due on September 15, 2010.  Interest is payable on both series of notes on March
15 and September 15 of each year. On September 7, 2000, the Company entered into
an interest rate swap agreement that effectively  floats the interest based upon
LIBOR for $750  million  of the 7.25%  Senior  Notes.  The net  proceeds  to the
Company  of  approximately  $1.5  billion  were used to reduce  the  outstanding
balance of the Company's credit facilities.

Jacor Long-Term Bonds:
On  December  14,  1999,  the Company  completed a tender  offer for the 10.125%
Senior Subordinated Notes due June 15, 2006; 9.75% Senior Subordinated Notes due
December 15, 2006; 8.75% Senior  Subordinated  Notes due June 15, 2007; and 8.0%
Senior Subordinated Notes due February 15, 2010 of Jacor Communications Company,
an indirect  wholly-owned  subsidiary  of the  Company.  An agent  acting on the
Company's  behalf redeemed notes with a value of  approximately  $571.4 million.
Cash  settlement  of the amount due to the agent was  completed  on January  14,
2000.  After  redemption,  approximately  $1.0  million  face value of the notes
remain outstanding.

AMFM Long-Term Bonds:
The Company  assumed  long-tern  bonds with a face value of $2.8  billion in the
AMFM merger.  On September 29, 2000, the Company redeemed all of the outstanding
9% Senior  Subordinated  Notes due 2008,  originally  issued by Chancellor Media
Corporation or one of its subsidiaries,  for $829.0 million subject to change of
control  provisions  in  the  indentures.  Subsequent  to the  end of the  third
quarter,  the Company redeemed,  also subject to change of control provisions in
the indentures, all of the outstanding 9.25% Senior Subordinated Notes due 2007,
originally  issued by Capstar  Radio  Broadcasting  Partners,  the 12%  Exchange
Debentures due 2009,  originally issued by Capstar Broadcasting  Partners,  Inc.
and the 12.75%  Senior  Discount  Notes due 2009,  originally  issued by Capstar
Broadcasting Partners, Inc., for a total of $508.5 million.

On  October 6, 2000,  the  Company  made  change of control  payments  of $231.4
million  pursuant  to its offers to  purchase  due to a change of control on the
following  series  of AMFM  debt:  8%  Senior  Notes  due  2008,  8.125%  Senior
Subordinated  Notes  due 2007 and  8.75%  Senior  Subordinated  Notes  due 2007,
originally issued by Chancellor Media Corporation or one of its subsidiaries, as
well as the  12.625%  Exchange  Debentures  due 2006,  originally  issued by SFX
Broadcasting (AMFM Operating, Inc.).

Chancellor  Media  Corporation,  Capstar Radio  Broadcasting  Partners,  Capstar
Broadcasting Partners, Inc. and AMFM Operating Inc., or their successors are all
indirect wholly-owned  subsidiaries of the Company. The redemption and change of
control  payments  were  financed with  borrowings  under the  Company's  credit
facilities.

SFX Long-Term Bonds:
The Company  assumed  long-term bonds with a face value of $550.0 million in the
SFX  merger.  On October 10,  2000,  SFX  Entertainment,  Inc.,  a  wholly-owned
subsidiary of the Company  launched a tender offer for any and all of its 9.125%
Senior  Subordinated  Notes due 2008.  An agent acting on the  Company's  behalf
redeemed notes with a value of approximately $598.1 million.  Cash settlement of
the  amount  due  to the  agent  was  completed  on  November  13,  2000.  After
redemption,   approximately   $6.0  million  face  value  of  the  notes  remain
outstanding.  The tender offer was financed with borrowings  under the Company's
credit facilities.

Future Contingent Payments:
Certain of the  agreements  relating to SFX  acquisitions  provide for  purchase
price  adjustments and other future  contingent  payments based on the financial
performance  of the  acquired  companies.  The Company  will  continue to accrue
additional  amounts  related  to  such  contingent  payments  if and  when it is
determinable beyond a reasonable doubt that the applicable financial performance
targets will be met.


USES OF FUNDS AND CAPITAL RESOURCES

AMFM Merger
On August 30,  2000,  the  Company  closed the merger  with AMFM Inc.  ("AMFM").
Pursuant to the terms of the merger  agreement,  each share of AMFM common stock
was exchanged for 0.94 shares of the Company's common stock. Approximately 205.4
million  shares of the Company's  stock were issued in the AMFM merger,  valuing
the merger, based on average share value at the signing of the merger agreement,
at $15.9 billion plus the assumption of AMFM's outstanding debt of $3.5 billion.
Additionally,  the Company assumed options and common stock warrants with a fair
value of 1.3 billion, which are convertible, subject to applicable vesting, into
approximately  25.5 million  shares of the Company's  common stock.  The Company
refinanced  $540.0 million of AMFM's long-term debt at the closing of the merger
using the Company's  credit  facility.  This merger has been  accounted for as a
purchase with resulting goodwill of approximately  $7.1 billion,  which is being
amortized over 25 years on a straight-line basis. This purchase price allocation
is preliminary pending completion of appraisals and other fair value analysis of
assets and liabilities.  The results of operations of AMFM have been included in
the Company's financial statements beginning August 30, 2000.

SFX Merger:
On August 1, 2000, the Company  consummated  its merger with SFX  Entertainment,
Inc. ("SFX").  Pursuant to the terms of the merger agreement,  each share of SFX
Class A common stock was exchanged for 0.6 shares of the Company's  common stock
and each share of SFX Class B common  stock was  exchanged  for one share of the
Company's  common  stock.  Approximately,  39.1 million  shares of the Company's
common stock were issued in the SFX merger.  Based on average share value at the
signing of the merger agreement,  this merger is valued at $2.9 billion plus the
assumption of SFX's outstanding debt of $1.5 billion.  Additionally, the Company
assumed all options and warrants with a fair value of $211.8 million,  which are
exercisable for  approximately 5.6 million shares of the Company's common stock.
The Company  refinanced $815.8 million of SFX's long-term debt at the closing of
the merger using the Company's credit  facility.  This merger has been accounted
for as a purchase with resulting goodwill of approximately  $4.1 billion,  which
is being amortized over 20 years on a straight-line  basis.  This purchase price
allocation is preliminary  pending completion of appraisals and other fair value
analysis of assets and  liabilities.  The results of operations of SFX have been
included in the Company's financial statements beginning August 1, 2000.

A number of lawsuits were filed by holders of SFX Class A common stock alleging,
among other things,  that the  difference in  consideration  for the Class A and
Class B shares constituted unfair  consideration to the Class B holders and that
the SFX board  breached  its  fiduciary  duties and that the  Company  aided and
abetted the actions of the SFX board.  On September 28, 2000, the Company issued
396,943 shares of its common stock,  valued at $29.3  million,  as settlement of
these lawsuits and has included the value as part of the purchase price.

Outdoor Acquisition:
On  January  5,  2000,  the  Company  closed the  acquisition  of  Ackerley  for
approximately  $300.2 million in cash. The acquisition adds approximately  3,500
display  faces and enhances the Company's  position in Florida.  On September 1,
2000, the Company  purchased  Donrey for $381.5 million in cash. The acquisition
adds outdoor assets to domestic markets where the Company operates other media.

Stock Repurchase:
On October 5, 2000, the Board of Directors authorized the repurchase of up to $1
billion of the Company's common stock.

Other:
During the first nine months of 2000, in addition to the acquisitions  mentioned
above, the Company acquired  approximately 10,000 additional outdoor faces in 39
domestic markets and in malls throughout the U.S. and 55,000 additional  display
faces in 23  international  markets for a total of $773.3  million in cash.  The
Company  also  acquired  55 radio  stations  in 17 markets for a total of $194.6
million in cash during the first nine months of 2000.  In addition,  the Company
acquired a  software  company  for $1.5  million  in cash,  which is  developing
broadcasting software.

During the first nine months of 2000,  the Company had capital  expenditures  of
$320.4 million as follows by segment:

             Radio                                 $122.7
             Outdoor                               $166.4
             Live Entertainment                     $19.1
             Other                                  $12.2

Capital expenditures included $114.3 million for one-time expenditures primarily
related  to  facility  consolidations  and a  one-time  capital  expenditure  in
conjunction  with  the  long-term  extension  of  certain  operating  contracts.
Construction  of  new  revenue-producing  advertising  displays  totaled  $102.0
million.

Future acquisitions of broadcasting  stations,  outdoor advertising  facilities,
other  media-related  properties  and  live  entertainment  venues  affected  in
connection with the  implementation  of the Company's  acquisition  strategy are
expected to be financed  from  increased  borrowings  under the existing  credit
facilities,  additional  public  equity  and debt  offerings  and cash flow from
operations.  The Company believes that cash flow from operations, as well as the
proceeds from securities offerings made from time to time, will be sufficient to
make  all  required  future  interest  and  principal  payments  on  the  credit
facilities,  senior  convertible notes and bonds, and will be sufficient to fund
all anticipated capital expenditures.

Ratio:
The ratio of earnings to fixed charges is as follows:

<TABLE>

   Nine Months ended
     September 30,                                                Year Ended
  2000          1999              1999             1998              1997             1996              1995
<S>             <C>               <C>              <C>               <C>              <C>               <C>
  3.58          2.32              2.04             1.83              2.32             3.63              3.32
</TABLE>

The ratio of earnings to fixed charges has been  computed on a total  enterprise
basis.  Earnings represent income from continuing operations before income taxes
less equity in earnings (loss) of nonconsolidated affiliates plus fixed charges.
Fixed charges represent interest, amortization of debt discount and expense, and
the estimated  interest portion of rental charges.  The Company had no preferred
stock outstanding and paid no dividends thereon for any period presented.

Risks Regarding Forward Looking Statements

Except  for  the   historical   information,   this  report   contains   various
"forward-looking  statements"  which  represent  the Company's  expectations  or
beliefs concerning future events,  including the future levels of cash flow from
operations. The Company cautions that these forward-looking statements involve a
number of risks and  uncertainties and are subject to many variables which could
have an adverse effect upon the Company's financial performance. These variables
include economic conditions in the U.S. and in other countries where the Company
currently does business,  the ability of the Company to integrate the operations
of Jacor, Dame, Dauphin,  Ackerley,  SFX, AMFM and Donrey,  shifts in population
and  other   demographics,   level  of  competition  for  advertising   dollars,
fluctuations in operating costs, technological changes and innovations,  changes
in labor conditions,  changes in governmental regulations and policies, exchange
rates and currency values,  capital  expenditure  requirements,  interest rates,
taxes,  access to capital  markets,  the  effect of  leverage  on the  Company's
financial  position  and  earnings  and certain  other  factors set forth in the
Company's SEC filings. Actual results in the future could differ materially from
those described in the forward-looking statements.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

At September  30, 2000,  approximately  35.0% of the Company's  long-term  debt,
including  fixed rate debt on which the Company has entered  interest  rate swap
agreements,  bears  interest  at  variable  rates.  Accordingly,  the  Company's
earnings  and  after-tax  cash flow are  affected by changes in interest  rates.
Assuming the current level of  borrowings  at variable  rates and assuming a two
percentage  point change in the first nine months of 2000 average  interest rate
under these borrowings,  it is estimated that the Company's first nine months of
2000  interest  expense  would  have  changed  by $ 74.5  million  and  that the
Company's  first  nine  months of 2000 net income  would have  changed by $ 44.7
million.  In the event of an adverse  change in interest  rates,  management may
take actions to further mitigate its exposure.  However,  due to the uncertainty
of the actions  that would be taken and their  possible  effects,  the  analysis
assumes no such  actions.  Further the analysis does not consider the effects of
the change in the level of overall economic activity that could exist in such an
environment.

The Company has entered into  interest  rate swap  agreements  that  effectively
float  interest  at rates  based  upon  LIBOR  on $1.5  billion  of its  current
borrowings.  These agreements  expire from September 2003 to June 2005. The fair
value of these agreements at September 30, 2000 was $13.1 million.

Equity Price Risk

The carrying  value of the  Company's  available-for-sale  equity  securities is
affected by changes in their quoted market  prices.  It is estimated  that a 20%
change in the market  prices of these  securities  would change  their  carrying
value at September  30, 2000 by $352.0  million and would  change  comprehensive
income by $228.8 million.

Foreign Currency

The Company has operations in forty countries  throughout Europe, Asia and North
and  South  America.   All  foreign  operations  are  measured  in  their  local
currencies.  As a result,  the Company's  financial results could be affected by
factors  such as changes in foreign  currency  exchange  rates or weak  economic
conditions  in the  foreign  markets in which the  Company  has  operations.  To
mitigate a portion of the exposure to risk of currency  fluctuations  throughout
Europe and Asia,  the Company has a natural  hedge  through  borrowings  in some
other  currencies.  Additionally,  the  Company  has  a  natural  hedge  through
borrowings  in Euros to  mitigate a portion of the  exposure to risk of currency
fluctuations in Western  Europe.  This hedge position is reviewed  monthly.  The
Company  maintains  no  derivative  instruments  to  mitigate  the  exposure  to
translation  and/or  transaction  risk.  However,  this  does not  preclude  the
adoption of specific  hedging  strategies in the future.  The Company's  foreign
operations reported a loss of $6.6 million for the first nine months of 2000. It
is  estimated  that a 10%  change  in the value of the U.S.  dollar  to  foreign
currencies would change net loss for the first nine months of 2000 by $660,000.

The  Company's  earnings are also affected by  fluctuations  in the value of the
U.S. dollar as compared to foreign  currencies as a result of our investments in
Australia,  New  Zealand and Mexico,  all of which are  accounted  for under the
equity method. It is estimated that the result of a 10% fluctuation in the value
of the dollar  relative to these foreign  currencies at September 30, 2000 would
change net income for the first nine months of 2000 by  approximately  $444,000.
This analysis does not consider the implications  that such  fluctuations  could
have on the overall economic activity that could exist in such an environment in
the U.S.  or the foreign  countries  or on the  results of  operations  of these
foreign entities.


<PAGE>



Part II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

<TABLE>

         (a)  Exhibits.  See Exhibit Index on Page 22
(b)      Reports on Form 8-K
               Filing    Date        Items Reported               Financial Statements Reported

<S>              <C>    <C>          <C>                          <C>
                 8-K    8/04/00      Item 2.  Announce            December 31, 1999 for SFX Entertainment, Inc.
                                     merger of SFX Entertain-     March 31, 2000 for SFX Entertainment, Inc.
                                     ment into Clear Channel      Pro forma statement for December 31, 1999
                                     Communications, Inc.           and March 31,2000.

                 8-K    9/06/00      Item 2.  Announce            December 31, 1999 for AMFM Inc.
                                     merger of AMFM Inc.          June 30, 2000 for AMFM Inc.
                                     into Clear Channel Com-      Pro forma statement for December 31, 1999
                                     munications, Inc.              and June 30, 2000.

</TABLE>


<PAGE>


Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             CLEAR CHANNEL COMMUNICATIONS, INC.




November 14, 2000                            /s/  Herbert W. Hill, Jr.
                                             Herbert W. Hill, Jr.
                                             Senior Vice President and
                                             Chief Accounting Officer


<PAGE>


                                INDEX TO EXHIBITS
Exhibit Number
                                   Description

2.1  Agreement  and Plan of Merger  dated as of October  8, 1998,  as amended on
     November 11, 1998,  among Clear Channel  Communications,  Inc.,  CCU Merger
     Sub,  Inc. and Jacor  Communications,  Inc.  (incorporated  by reference to
     Annex A to the  Company's  Registration  Statement  on Form S-4  (Reg.  No.
     333-72839) dated February 23, 1999).

2.2  Agreement  and Plan of Merger  dated as of  October 2,  1999,  among  Clear
     Channel,  CCU Merger Sub, Inc. and AMFM Inc.  (incorporated by reference to
     the exhibits of the Company's  Current  Report on Form 8-K filed October 5,
     1999.)

2.3  Agreement  and Plan of Merger dated as of February  28,  2000,  among Clear
     Channel, CCU II Merger Sub, Inc. and SFX Entertainment,  Inc. (incorporated
     by reference to the exhibits of the  Company's  Current  Report on Form 8-K
     filed February 29, 2000.)

3.1  Current Articles of Incorporation of the Company (incorporated by reference
     to the exhibits of the Company's  Registration  Statement on Form S-3 (Reg.
     No. 333-33371) dated September 9, 1997).

3.2  Second  Amended  and  Restated  Bylaws  of  the  Company  (incorporated  by
     reference to the exhibits of the Company's  Registration  Statement on Form
     S-3 (Reg. No. 333-33371) dated September 9, 1997).

3.3  Amendment  to the  Company's  Articles of  Incorporation  (incorporated  by
     reference to the exhibits to the  Company's  Quarterly  Report on Form 10-Q
     for the quarter ended September 30, 1998).

3.4  Second Amendment to the Company's  Articles of Incorporation  (incorporated
     by reference to the exhibits to the Company's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 1999)

3.5  Third Amendment to the Company's  Articles of Incorporation.  (incorporated
     by reference to the exhibits to the Company's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 2000)

4.1  Buy-Sell  Agreement by and between Clear Channel  Communications,  Inc., L.
     Lowry Mays, B. J. McCombs,  John M. Schaefer and John W. Barger,  dated May
     31, 1977  (incorporated  by  reference  to the  exhibits  of the  Company's
     Registration  Statement on Form S-1 (Reg.  No.  33-289161)  dated April 19,
     1984).

4.2  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York as Trustee  (incorporated by
     reference to exhibit 4.2 of the Company's Quarterly Report on Form 10-Q for
     the quarter ended September 30, 1997).

4.3  First Supplemental Indenture dated March 30, 1998 to Senior Indenture dated
     October 1, 1997,  by and between  the Company and The Bank of New York,  as
     Trustee  (incorporated  by  reference  to the  exhibits  to  the  Company's
     Quarterly Report on Form 10-Q for the quarter ended March 31, 1998).

4.4  Second Supplemental Indenture dated June 16, 1998 to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and the
     Bank of New York, as Trustee  (incorporated by reference to the exhibits to
     the Company's Current Report on Form 8-K dated August 27, 1998).

4.5  Third Supplemental  Indenture dated June 16, 1998 to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and the
     Bank of New York, as Trustee  (incorporated by reference to the exhibits to
     the Company's Current Report on Form 8-K dated August 27, 1998).

4.6  Fourth  Supplement  Indenture  dated November 24, 1999 to Senior  Indenture
     dated  October 1, 1997,  by the between  Clear  Channel and The Bank of New
     York as Trustee (incorporated by reference to the exhibits of the Company's
     Annual Report on Form 10-K for the year ended December 31, 1999).

4.7  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.8  Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.9  Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.10 * Eighth  Supplemental  Indenture  dated  September  12,  2000,  to  Senior
     Indenture   dated   October  1,  1997,   by  and  between   Clear   Channel
     Communications, Inc. and The Bank of New York, as Trustee.

4.11 *  Ninth  Supplemental  Indenture  dated  September  12,  2000,  to  Senior
     Indenture   dated   October  1,  1997,   by  and  between   Clear   Channel
     Communications, Inc. and The Bank of New York, as Trustee.

4.12 Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

11   * Statement re: Computation of Earnings Per Share.

12   * Statement re: Computation of Ratios.

27.1 * Financial Data Schedule at September 30, 2000.

27.2 Financial Data Schedule at September 30, 1999 (incorporated by reference to
     exhibit 27.1 of the Company's Quarterly Report on Form 10-Q for the quarter
     ended September 30, 1999).

---------------
* Filed herewith.
<PAGE>