FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                      QUARTERLY REPORT UNDER SECTION 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended March 31, 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 Concord Plaza, Suite 600
                          San Antonio, Texas 78216-6940
                                 (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 May 12, 2000
----------------------------                      ---------------------------
Common Stock, $.10 par value                               338,918,020


<PAGE>




               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES

                                      INDEX



                                                                       Page No.
                                                                       --------

Part I -- Financial Information

     Item 1.  Unaudited Financial Statements

     Consolidated Balance Sheets at March 31, 2000 and December 31, 1999    3

     Consolidated Statements of Operations for the three months ended
        March 31, 2000 and 1999                                             5

     Consolidated Statements of Cash Flows for the three months ended
        March 31, 2000 and 1999                                             6

     Notes to Consolidated Financial Statements                             8

     Item 2.  Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                11

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk   15


Part II -- Other Information

     Item 6.  Exhibits and reports on Form 8-K                             16

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

     Signatures                                                            16

     Index to Exhibits                                                     17

<PAGE>


                                     PART I

Item 1. UNAUDITED FINANCIAL STATEMENTS

               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                            (In thousands of dollars)

                                           March 31,                December 31,
                                             2000                       1999
                                          (Unaudited)                    (*)
Current Assets
   Cash and cash equivalents              $    320,129             $     76,724
   Accounts receivable, less
     allowance of $31,836 at March 31,
     2000 and $26,095 at December 31, 1999     712,375                  724,900
   Other current assets                        140,277                  123,485
     Total Current Assets                    1,172,781                  925,109
r
operty, Plant and Equipment
   Land, buildings and improvements            358,206                  338,764
   Structures and site leases                1,989,618                1,870,731
   Transmitter and studio equipment            435,296                  427,063
   Furniture and other equipment               227,424                  222,581
   Construction in progress                    116,362                   89,901
                                             3,126,906                2,949,040
Less accumulated depreciation                 (531,652)                (470,916)
                                             2,595,254                2,478,124
Intangible Assets
   Contracts                                   817,161                  817,227
   Licenses and goodwill                    12,070,981               11,809,882
   Other intangible assets                      87,567                   80,102
                                            12,975,709               12,707,211
Less accumulated amortization                 (907,935)                (758,889)
                                            12,067,774               11,948,322
Other Assets
   Restricted cash                                 136                    4,349
   Notes receivable                             53,675                   53,675
   Investments in, and advances to,
   nonconsolidated affiliates                  380,933                  380,918
   Other assets                                298,114                  251,604
   Other investments                           953,964                  779,411
Total Assets                              $ 17,522,631             $ 16,821,512

* From audited financial statements

                 See Notes to Consolidated Financial Statements



<PAGE>




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

                                       March 31,                  December 31,
                                         2000                         1999
                                     (Unaudited)                      (*)
Current Liabilities
   Accounts payable                      $    203,143              $    196,222
   Accrued interest                            37,802                    16,449
   Accrued expenses                           285,842                   337,939
   Accrued income taxes                        42,235                    29,769
   Current portion of long-term debt           25,522                    30,361
   Other current liabilities                   90,279                    74,775
     Total Current Liabilities                684,823                   685,515

   Long-term debt                           4,698,997                 4,093,543
   Liquid Yield Option Notes                  492,309                   490,809
   Deferred income taxes                    1,349,217                 1,289,783
   Other long-term liabilities                139,375                   149,032

   Minority interest                           17,275                    28,793

Shareholders' Equity
   Common stock                                33,890                    33,861
   Additional paid-in capital               9,227,641                 9,216,957
   Common stock warrants                      250,588                   252,862
   Retained earnings                          256,730                   296,132
   Other comprehensive income                 370,416                   282,745
   Other                                        2,304                     2,304
   Cost of shares held in treasury               (934)                     (824)
   Total shareholders equity               10,140,635                10,084,037
Total Liabilities and
   Shareholders Equity                   $ 17,522,631              $ 16,821,512

* From audited financial statements

                 See Notes to Consolidated Financial Statements





<PAGE>




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


                                                        Three Months Ended
                                         March 31,                    March 31,
                                           2000                         1999

Gross revenue                           $   871,375               $   421,607
Less:  agency commissions                    88,836                    44,820
Net revenue                                 782,539                   376,787

Operating expenses                          519,961                   244,822
Depreciation and amortization               220,054                   110,648
Corporate expenses                           24,578                    12,447
Operating income                             17,946                     8,870

Interest expense                             55,549                    31,832
Other income (expense) - net                    398                    10,919
Income (loss) before income taxes and
  equity in earnings of nonconsolidated
  affiliates                                (37,205)                  (12,043)
Income taxes                                  5,133                     2,889
Income (loss) before equity in earnings
  of nonconsolidated affiliates             (42,338)                  (14,932)
Equity in earnings of nonconsolidated
  affiliates                                  2,936                     2,196
Net income (loss)                           (39,402)                  (12,736)

Other comprehensive income (loss),
  net of tax:
  Foreign currency translation adjustments  (12,505)                  (26,992)
  Unrealized gain (loss) on securities:
    Unrealized holding gain (loss) arising
      during period                         100,176                   (20,455)
    Less:  reclassification adjustment
      for gains included in net income           --                   (15,559)
Comprehensive income (loss)             $    48,269               $   (75,742)

Net income (loss) per common share:
   Basic                                $      (.12)              $      (.05)

   Diluted                              $      (.12)              $      (.05)

                 See Notes to Consolidated Financial Statements





<PAGE>



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


                                                         Three Months Ended
                                           March 31,                  March 31,
                                             2000                       1999

Cash flows from operating activities:
   Net income (loss)                     $   (39,402)              $   (12,736)

Reconciling Items:
   Depreciation                               68,847                    55,056
   Amortization of intangibles               151,207                    55,592
   Deferred taxes                              8,247                     2,944
   Amortization of film rights                 5,675                     4,385
   Amortization of deferred financing
     charges, bond premiums and
     accretion of note discounts               3,635                        --
   Payments on film liabilities               (5,201)                   (4,223)
   Recognition of deferred income               (863)                     (325)
   (Gain) loss on disposal of assets          (1,616)                    1,288
   Gain on sale of other investments              --                   (15,559)
   Equity in earnings of nonconsolidated
    affiliates                                (1,073)                     (823)
   Increase (decrease) minority interest         151                        10

   Changes in operating assets and
     liabilities:
   (Increase) decrease accounts receivable    23,028                    28,237
   (Increase) decrease federal income tax
     receivable                               23,050                        --
   Increase (decrease) accounts payable,
     accrued expenses and other liabilities  (86,853)                  (29,709)
   Increase (decrease) accrued interest       21,353                    14,115
   Increase (decrease) accrued income and
     other taxes                              (7,784)                  (11,672)
   Increase (decrease) deferred income        12,856                     3,693

   Net cash provided by operating activities 175,257                    90,273






<PAGE>


               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                   Schedule reconciling net income to net cash
                     flows provided by operating activities
                                   (UNAUDITED)
                            (In thousands of dollars)

<TABLE>

                                                        Three Months Ended
                                          March 31,                  March 31,
<S>                                         <C>                        <C>
                                            2000                       1999
Cash flows from investing activities:

   Decrease in restricted cash                 4,213                        --
   Increase in notes receivable - net             --                    (2,937)
   Increase in investments in and advances
      to nonconsolidated affiliates - net     (1,841)                  (12,011)
   Purchases of investments                  (20,541)                       --
   Proceeds from sale of investments              --                    20,796
   Purchases of property, plant and
     equipment                               (80,363)                  (36,711)
   Proceeds from disposal of assets            1,926                     3,013
   Acquisition of broadcasting assets        (31,288)                   (2,700)
   Acquisition of outdoor assets            (409,322)                  (89,700)
   Increase in other-net                     (14,247)                  (27,865)

   Net cash used in investing activities    (551,463)                 (148,115)


Cash flows from financing activities:
   Proceeds of long-term debt              1,304,005                   105,502
   Payments on long-term debt               (689,679)                 (147,947)
   Proceeds from exercise of stock options     3,076                    13,856
   Proceeds from issuance of common stock         --                    80,223
   Proceeds from exercise of common stock
     warrants                                  2,209                        --

   Net cash provided by
     financing activities                    619,611                    51,634

   Net increase (decrease) in cash and
     cash equivalents                        243,405                    (6,208)

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

   Cash and cash equivalents at end
     of period                           $   320,129               $    30,290

                 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 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. Management does not believe adoption of this statement will
materially impact the Companys 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  staffs  views in  applying  generally  accepted  accounting
principles to revenue recognition.  SAB 101 is required to be implemented in the
second quarter of 2000. The Company is currently  reviewing the  requirements of
SAB 101 and assessing its impact on the Companys financial position and results
of operations.

Note 3:  RECENT DEVELOPMENTS

On February 28, 2000, the Company  entered into a definitive  agreement to merge
with  SFX  Entertainment,  Inc.  ('SFX').  SFX is one  of  the  worlds  largest
diversified promoter, producer and venue operator for live entertainment events.
This merger will be a tax-free,  stock-for-stock  transaction.  Each SFX Class A
shareholder  will receive 0.6 shares of the Companys  common stock for each SFX
share and each SFX Class B  shareholder  will receive one share of the Companys
common stock for each SFX share, on a fixed exchange basis,  valuing the merger,
based on  average  share  value  at the  signing  of the  merger  agreement,  at
approximately  $3.2 billion plus the  assumption  of SFXs debt.  This merger is
subject to regulatory and other closing conditions,  including the approval from
the SFX shareholders. The Company anticipates that this merger will close during
the second half of 2000.

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.  The  acquisition  adds  approximately  3,500 display faces and
enhances the Companys position in Florida.

On October 2, 1999, the Company entered into a definitive  merger agreement with
AMFM Inc.  ('AMFM').  This merger will  create the worlds  largest  out-of-home
media entity. This merger will be a tax-free,  stock-for-stock transaction. Each
AMFM  shareholder will receive .94 shares of the Companys common stock for each
AMFM share on a fixed exchange basis, valuing the merger, based on average share
value at the signing of the merger  agreement,  at  approximately  $17.1 billion
plus the assumption of AMFMs debt.  Pursuant to the  Telecommunications  Act of
1996,  the  Hart-Scott-Rodino  Antitrust  Improvements  Act of  1976  and  other
regulatory guidelines,  it is expected that, collectively,  the Company and AMFM
will need to divest  between  110 and 115 radio  stations  in the  aggregate  in
approximately  37 markets or geographical  areas to obtain antitrust and Federal
Communications  Commission  (the 'FCC')  approval  for the merger.  At March 31,
2000,  the  Company and AMFM have signed  definitive  agreements  to sell 110 of
these stations for an aggregate sales price of  approximately  $4.3 billion.  Of
these stations,  44 are currently owned and operated by the Company.  Completion
of these sales is subject to the completion of the merger,  obtaining regulatory
approvals and other  closing  conditions.  In addition,  the Company may need to
make  further  divestitures  of radio  stations or other  assets or interests in
order to gain the approval of the federal and state  antitrust  authorities  for
the merger.  On April 26, 2000 and April 27, 2000,  stockholders of AMFM and the
Company, respectively,  approved the merger. Although there can be no assurance,
the Company expects that this merger will close during the second half of 2000.

The results of operations  for the three month periods ending March 31, 2000 and
1999 does not include the  operations  of AMFM or SFX. The results of operations
for the three month period ending March 31, 2000 does include the  operations of
Ackerley, Jacor Communications,  Inc., ('Jacor'), Dame Media, Inc., ('Dame') and
Dauphin   OTA,    ('Dauphin')    for   the   entire    period.    Assuming   the
mergers/acquisitions  of Ackerley,  Jacor,  Dame and Dauphin had all occurred at
January 1, 1999,  unaudited pro forma consolidated results of operations for the
three months ended March 31, 1999 would have been as follows:

                                                 Pro Forma (Unaudited)
                                        Three Months Ended March 31, 1999
                                       In thousands, except per share data


           Net revenue                                    $   640,195
           Net income (loss)                              $   (86,829)
           Net income (loss) per share:
             Basic                                        $      (.28)
             Diluted                                      $      (.28)

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  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 quarter of 2000 and during 1999,
the effects of which,  individually  and in aggregate,  were not material to the
Companys consolidated financial position or results of operations.


<PAGE>


<TABLE>


Note 4   SEGMENT DATA

In thousands of dollars
                                                        March 31,
<S>                                            <C>                   <C>
                                               2000                  1999
Net revenue
   Broadcasting                              428,261          $    151,173
   Outdoor                                   354,278               225,614
Consolidated                            $    782,539          $    376,787

Operating expenses
   Broadcasting                         $    277,304          $     97,913
   Outdoor                                   242,657               146,909
Consolidated                            $    519,961          $    244,822

Depreciation and Amortization
   Broadcasting                         $    122,744          $     27,985
   Outdoor                                    97,310                82,663
Consolidated                            $    220,054          $    110,648

Operating income
   Broadcasting                         $     13,542          $     18,974
   Outdoor                                     4,404               (10,104)
Consolidated                            $     17,946          $      8,870

Total identifiable assets
   Broadcasting                         $ 11,172,933          $  1,917,145
   Outdoor                                 6,349,698             5,572,926
Consolidated                            $ 17,522,631          $  7,490,071
</TABLE>

Net revenue of $172,933 and $77,169 and  identifiable  assets of $2,215,061 and
$1,229,508  derived from the Companys  foreign  operations  are included in
 the March 31, 2000 and 1999 data above, respectively.


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

Results of Operations

Comparison of Three Months Ended March 31, 2000 to Three Months Ended March 31,
1999.

CONSOLIDATED
(In thousands of dollars, except per share data)
                                                       As-Reported   Pro Forma
                          Three Months Ended March 31,  % Increase   % Increase
         Consolidated            2000     1999        (Decrease)     (Decrease)
Net revenue                 $  782,539  $  376,787     107.7  %         22.2%
Operating expenses             519,961     244,822     112.4  %         18.1%
Depreciation and amortization  220,054     110,648      98.9  %         18.1%
Operating income                17,946       8,870     102.3  %        455.1%
Interest expense                55,549      31,832      74.5  %
Net income (loss)              (39,402)    (12,736)    (209.4)%
Net income (loss) per share:
    Basic                   $     (.12) $     (.05)    (140.0)%
    Diluted                 $     (.12) $     (.05)    (140.0)%

The  majority  of the growth in the 'as  reported'  net  revenue  and  operating
expenses  for the quarter  ended March 31, 2000 was due to the  acquisitions  of
Ackerleys South Florida outdoor advertising division ('Ackerley') in January of
2000, Jacor Communications, Inc. ('Jacor') in May of 1999, and Dame Media, Inc.,
('Dame')  and Dauphin  OTA,  ('Dauphin'),  which have both been  included in the
operations of the Company since July 1999.  In addition,  eleven radio  stations
and  approximately  5,000  outdoor  display  faces were  purchased,  in multiple
transactions,  during  the first  three  months of 2000,  the  effects of which,
individually  and  in  the  aggregate,   were  not  material  to  the  Companys
consolidated financial position or results of operations.

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  primarily due to an increase in interest rates and an increase in the
average  amount of debt  outstanding,  which  resulted from the  above-mentioned
business combinations.  The majority of the decrease in operating income and net
income also was primarily due to the increase in depreciation  and  amortization
expense resulting from the aforementioned business combinations.

Pro forma presentation referred to above assumes the acquisitions and/or mergers
of Ackerley,  Jacor, Dame and Dauphin occurred on January 1, 1999. Pro forma net
revenue increased due to improved advertising rates in the broadcasting segment.
In addition,  improved  occupancy,  increased  advertising  rates and other less
significant  acquisitions  within the outdoor  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.


<PAGE>


Liquidity and Capital Resources

The  major  sources  of  capital  for the  Company  have  been  cash  flow from
operations,  advances on its domestic  revolving  long-term  line of credit
(the 'domestic credit  facility'),  and funds provided by various stock,
  convertible and other  bond  offerings,  and  other  borrowings.  As of March
31,  2000 and December 31, 1999, the Company had the following debt
outstanding:
                                                (In millions of dollars)
                                         March 31, 2000       December 31, 1999
    Credit facility - domestic             $   1,908.8               $   743.8
    Credit facility - multi-currency             465.0                   483.9
    Credit facility - international              112.0                   120.4
    Senior convertible notes                   1,575.0                 1,575.0
    Liquid Yield Option Notes                    492.3                   490.8
    Long-term bonds                              601.2                 1,171.4
    Other borrowings                              62.5                    29.4
    Total                                  $   5,216.8               $ 4,614.7

In  addition,  the  Company  had $320.1  million in  unrestricted cash and cash
equivalents on hand at March 31, 2000, which included $290.0 million drawn from
the domestic facility to fund acquisitions that closed in early April 2000.

SOURCES OF FUNDS

Credit Facilities:
Domestic:  The Company has a revolving credit facility for $2 billion, of which
$1,908.8  million is  outstanding  and,  taking into  account  other letters of
credit, $79.2 million is available for future  borrowings.  The credit facility
converts into a reducing  revolving  line of credit on the last business day of
September 2000, with quarterly repayment of the outstanding principal balance
to begin  the last  business  day of  September  2000 and  continue  during the
subsequent  five year period,  with the entire balance to be repaid by the last
business  day of June  2005.  During  the first three  months of the year,  the
Company made principal  payments on the credit facility  totaling $85.0 million
and drew down $1,250.0 million.

Multi-Currency:  The  Company  has a  364-day  multi-currency revolving  credit
facility  for $1  billion.  This credit  facility matures on August 10, 2000 at
which time the  Company has the option to convert this  facility to a four-year
term loan.  This  credit  facility  allows  for borrowings  in various  foreign
currencies, which are used to hedge net assets in those currencies. At March
31, 2000, the Company had Euro 486.5, or approximately $465.0 million outstand-
ing and  approximately  $535.0 million  available for future  borrowings  under
this facility.

International:  The  Company has an 88 million  Lira,  or  approximately $140.4
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 March 31,
2000, approximately  $28.4  million,  was available for future  borrowings  and
$112.0 million, was outstanding. This credit facility converted into a reducing
revolving  facility on January  10, 2000 with an initial  payment of 12 million
Lira made in January 2000.  An additional  payment of 12 million Lira is due on
January 10, 2001. The credit facility expires on January 10, 2002. At March 31,
2000, interest rates varied from 4.03% to 7.35%.

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 5.5% 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  Companys  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 March 31, 2000 was $492.3 million.


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
Companys  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  $1.2  million  face value of the notes
remain outstanding.

USES OF FUNDS AND CAPITAL RESOURCES

Ackerley Acquisition:
On January 5, 2000,  the Company  closed the  acquisition  of the  Ackerley  for
approximately  $300.2 million.  The acquisition adds approximately 3,500 display
faces and enhances the Companys position in Florida.

Other:
During  the first  three  months of 2000,  in  addition  to the  acquisition  of
Ackerley,  the Company has acquired approximately 1,900 additional outdoor faces
in 21 domestic  markets and in malls  throughout  the U.S. and 3,100  additional
display faces in 17  international  markets for a total of $109.1  million.  The
Company also acquired eleven radio stations in five markets and acquired the 20%
minority  interest in two  stations  in one market for a total of $31.3  million
during the first three months of 2000.

During the first three months of 2000, the Company had capital  expenditures  of
$80.4 million,  of which,  $29.2 was within the  broadcasting  segment and $51.2
million was within the outdoor  segment.  Capital  expenditures  included  $19.3
million   for   non-recurring   expenditures   primarily   related  to  facility
consolidations,  $24.2 for  construction  of new  revenue-producing  advertising
displays and $36.9 for recurring, non-revenue producing capital expenditures.

Future acquisitions of broadcasting stations, outdoor advertising facilities and
other media-related properties affected in connection with the implementation of
the Companys  acquisition  strategy are expected to be financed from  increased
borrowings  under the  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.

Pending Transactions:

SFX Merger:
On February 28, 2000, the Company  entered into a definitive  agreement to merge
with  SFX  Entertainment,  Inc.  ('SFX').  SFX is one  of  the  worlds  largest
diversified promoter, producer and venue operator for live entertainment events.
This merger will be a tax-free,  stock-for-stock  transaction.  Each SFX Class A
shareholder  will receive 0.6 shares of the Companys  common stock for each SFX
share and each SFX Class B  shareholder  will receive one share of the Companys
common stock for each SFX share, on a fixed exchange basis,  valuing the merger,
based on  average  market  value at the  signing  of the  merger  agreement,  at
approximately  $3.2 billion plus the  assumption  of SFXs debt.  This merger is
subject to regulatory and other closing conditions,  including the approval from
the SFX shareholders. The Company anticipates that this merger will close during
the second half of 2000.


<PAGE>


AMFM Merger:
On October 2, 1999, the Company entered into a definitive  merger agreement with
AMFM Inc. ('AMFM'). This merger will be a tax-free stock-for-stock  transaction.
Each AMFM  shareholder will receive .94 shares of the Companys common stock for
each AMFM share on a fixed exchange basis,  valuing the merger, based on average
market  value at the signing of the merger  agreement,  at  approximately  $17.1
billion plus the assumption of AMFMs debt.  Pursuant to the  Telecommunications
Act of 1996, the Hart-Scott-Rodino  Antitrust Improvements Act of 1976 and other
regulatory guidelines,  it is expected that, collectively,  the Company and AMFM
will need to divest  between  110 and 115 radio  stations  in the  aggregate  in
approximately  37 markets or geographical  areas to obtain antitrust and Federal
Communications  Commission  (the "FCC")  approval  for the merger.  At March 31,
2000,  the  Company and AMFM have signed  definitive  agreements  to sell 110 of
these stations for an aggregate sales price of  approximately  $4.3 billion.  Of
these  stations,  44 are owned and operated by the Company.  Completion of these
sales is subject to the completion of the merger, obtaining regulatory approvals
and other closing conditions.  In addition, the Company may need to make further
divestitures of radio stations or other assets or interests in order to gain the
approval of the federal and state antitrust authorities for the merger. On April
26, 2000 and April 27, 2000, stockholders of AMFM and the Company, respectively,
approved the merger.  Although  there can be no assurance,  the Company  expects
that this merger will close during the second half of 2000.

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

  3 Months ended
     March 31,                                    Year Ended
 2000       1999      1999        1998        1997        1996        1995
  .50        .68      2.04        1.83        2.32        3.63        3.32

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.

Year 2000
In prior  years,  the Company  discussed  the nature and progress of its plan to
become Year 2000 ready. In late 1999, the Company  completed its remediation and
testing of systems.  As a result of those planning and  implementation  efforts,
the  Company   experienced  no  significant   disruption  in  mission   critical
information  technology and  non-information  technology systems and the Company
believes those systems successfully responded to the Year 2000 date changes. The
Company is not aware of any material  problems  resulting from year 2000 issues,
either with its  products,  internal  systems,  or the  products and services of
third  parties.  The Company  will  continue  to monitor  its  mission  critical
computer applications and those of its suppliers and vendors throughout the year
2000 to ensure that any latent Year 2000  matters  that may arise are  addressed
promptly.

Risks Regarding Forward Looking Statements

Except  for  the   historical   information,   this  report   contains   various
'forward-looking  statements'  which  represent  the Companys  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 Companys financial performance. These variables
include  economic  conditions,  the  ability  of the  Company to  integrate  the
operations of Jacor, Dame,  Dauphin and Ackerley,  the ability of the Company to
consummate the pending mergers with AMFM and SFX, 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 and certain other
factors set forth in the  Companys  SEC filings.  Actual  results in the future
could differ materially from those described in the forward-looking statements.


<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

At March 31, 2000,  approximately  48.0% of the Companys  long-term  debt bears
interest at variable rates.  Accordingly,  the Companys  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 three months of 2000 average interest rate under these borrowings,  it
is estimated  that the  Companys  first three months of 2000  interest  expense
would have changed by $50.1 million and that the Companys first three months of
2000 net income would have changed by $30.0 million.  In the event of an adverse
change in  interest  rates,  management  would  likely  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  currently  hedges a portion of its  outstanding  debt with interest
rate swap agreements that  effectively fix the interest at rates from 4.5% to 8%
on $116.7 million of its current borrowings.  These agreements expire from April
2000 to December 2000. The fair value of these  agreements at March 31, 2000 and
settlements of interest during the first three months of 2000 were not material.

Equity Price Risk

The carrying  value of the  Companys  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 March 31, 2000 by $186.8 million and would change  comprehensive income
by $121.4 million.

Foreign Currency

The Company has  operations in 36 countries  throughout  Europe,  Asia and South
America.  All foreign  operations are measured in their local  currencies.  As a
result,  the  Companys  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 to the
British pound, 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 Companys foreign  operations  reported a
loss of $21.7 million for the first three months of 2000. It is estimated that a
5% change in the value of the U.S.  dollar to the British pound would change net
loss for the first three months of 2000 by $1.1 million.

The  Companys  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 March 31,  2000 would
change net income for the first three months of 2000 by  approximately  $60,000.
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

        (a) Exhibits.  See Exhibit Index on Page 17
        (b) Reports on Form 8-K
                                                           Financial Statements
             Filing    Date     Items Reported                  Reported
               8-K    2/29/00   Item 5 to announce                None
                                signing of a merger
                                agreement with SFX
                                Entertainment, Inc.


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.


<PAGE>



Date     May 15, 2000                            /s/  Herbert W. Hill, Jr.
                                                      Herbert W. Hill, Jr.
                                                      Senior Vice President and
                                                      Chief Accounting Officer

                               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  Companys  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 Companys  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  Companys  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 Companys  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 Companys  Registration  Statement on Form
     S-3 (Reg. No. 333-33371) dated September 9, 1997).

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

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

3.5  Third Amendment to the Companys Articles of Incorporation.

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  Companys
     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 Companys 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  Companys
     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 Companys 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 Companys 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 Companys
     Annual Report on Form 10-K for the year ended December 31, 1999).

11   Statement re: Computation of Per Share Earnings.

12   Statement re: Computation of Ratios.

27.1 Financial Data Schedule at March 31, 2000

27.2 Financial  Data  Schedule at March 31, 1999  (incorporated  by reference to
     exhibit 27.1 of the Companys Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1999).