SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended                    Commission file number 1-9645
     September 30, 1998 

                       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 November 3, 1998
- - - - - - - - - - - - - - -              - - - - - - - -  - - - - - - - - - -
Common Stock, $.10 par value                           248,486,192


<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, 1998 and December 31, 1997                              3

    Consolidated Statements of Earnings 
     for the nine and three months ended 
     September 30, 1998 and 1997                                           5

    Consolidated Statements of Cash Flows
     for the nine months ended September 30, 1998  
     and 1997                                                              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   16


Part II -- Other Information

    Item 4.  Submission of Matters to a Vote of Security Holders          18

    Item 6.  Exhibits and reports on Form 8-K                             18

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

    Signatures                                                            20

    Index to Exhibits                                                     21


<PAGE>




                                     PART I
                              FINANCIAL INFORMATION
ITEM 1.  UNAUDITED FINANCIAL STATEMENTS
               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                            (IN THOUSANDS OF DOLLARS)

                                           September 30,          December 31,
                                               1998                    1997
                                           (Unaudited)                 (*)
                                          --------------        ---------------
CURRENT ASSETS
   Cash and cash equivalents                $     48,192           $     24,657
   Income tax receivable                              --                  3,202
   Accounts receivable, less 
     allowance of $19,872 at
     September 30,1998 and 
     $9,850 at December 31, 1997                 287,067                155,962
   Other current assets                           65,603                 14,826
                                          --------------         --------------
     Total Current Assets                        400,862                198,647

PROPERTY, PLANT AND EQUIPMENT
   Land, buildings and improvements              134,398                 84,118
   Structures and site leases                  1,254,802                487,857
   Transmitter and studio equipment              232,629                215,755
   Furniture and other equipment                  83,910                 46,584
   Construction in progress                      225,131                 39,992
                                          --------------         --------------
                                               1,930,870                874,306
Less accumulated depreciation                   (217,421)              (128,022)
                                          --------------         --------------
                                               1,713,449                746,284
INTANGIBLE ASSETS
   Contract valuations                           275,211                 33,727
   Licenses and goodwill                       4,362,111              2,175,944
   Other intangible assets                        74,552                 44,485
                                         ---------------        ---------------
                                               4,711,874              2,254,156
Less accumulated amortization                   (254,869)              (141,066)
                                         ---------------        ---------------
                                               4,457,005              2,113,090
OTHER ASSETS
   Notes receivable                               53,675                 35,373
   Investments in, and advances to,
    nonconsolidated affiliates                   346,215                266,691
   Other assets                                   41,189                 44,293
   Other investments                             248,890                 51,259
                                         ---------------        ---------------
TOTAL ASSETS                                  $7,261,285             $3,455,637
                                               =========              =========
* 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)

                                           September 30,          December 31,
                                               1998                   1997
                                            (Unaudited)                (*)
                                          --------------        --------------
CURRENT LIABILITIES
   Accounts payable                         $    61,444           $     11,904
   Accrued interest                              29,694                  9,950
   Accrued expenses                             113,465                 34,489
   Accrued income taxes                          10,938                     --
   Current portion of long-term debt              4,049                 13,294
   Other current liabilities                     22,625                 17,215
                                          -------------          -------------
   Total Current Liabilities                    242,215                 86,852

   Long-term debt                             2,405,849              1,540,421
   Deferred income taxes                        163,104                 10,114
   Other long-term liabilities                   92,913                 50,679

   Convertible debt                             575,000                   ----
   Minority interest                             18,502                 20,787

SHAREHOLDERS' EQUITY
   Common stock                                  24,856                  9,823
   Additional paid-in capital                 3,322,268              1,541,865
   Retained earnings                            214,621                169,631
   Other                                         49,288                  2,398
   Unrealized gain on investments               154,642                 23,754
   Cost of shares held in treasury               (1,973)                  (687)
                                         --------------         --------------
   Total shareholders' equity                 3,763,702              1,746,784
                                         --------------         --------------
TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY                      $7,261,285           $  3,455,637
                                             ==========             ==========
* From audited financial statements

                 See Notes to Consolidated Financial Statements



<PAGE>


               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)
                (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                               Nine Months Ended                    Three Months Ended
                                                       September 30,    September 30,         September 30,      September 30,
                                                           1998             1997                  1998               1997
                                                      --------------   --------------        --------------     --------------

<S>                                                    <C>               <C>                   <C>             <C>         
Gross revenue                                          $ 1,025,407       $   532,081           $   434,597     $    209,050
Less agency commissions                                    115,852            62,905                48,712           24,942
                                                    --------------    --------------        --------------   --------------
Net revenue                                                909,555           469,176               385,885          184,108
Operating expenses                                         517,562           266,542               228,220           99,809
Depreciation and amortization                              201,422            80,216                87,982           31,546
                                                    --------------    --------------        --------------   --------------
Operating income before corporate expenses                 190,571           122,418                69,683           52,753
Corporate expenses                                          25,739            13,699                11,960            5,828
                                                    --------------    --------------        --------------   --------------
Operating income                                           164,832           108,719                57,723           46,925

Interest expense                                            94,555            51,804                40,822           19,490
Other income - net                                          13,416             7,641                 3,218            2,442
                                                    --------------    --------------        --------------   --------------
Income before income taxes                                  83,693            64,556                20,119           29,877
Income taxes                                                48,766            31,642                12,147           14,335
                                                    --------------    --------------        --------------   --------------
Income before equity in earnings
  of nonconsolidated affiliates                             34,927            32,914                 7,972           15,542
Equity in earnings of nonconsolidated affiliates            10,063             8,387                 3,530            3,067
                                                    --------------    --------------        --------------   --------------
Net income                                           $     44,990      $      41,301          $     11,502     $     18,609
                                                     =============     =============          ============     ============

Net income per common share:
   Basic                                           $           .19 $            .24         $          .05  $           .11
                                                   =============== =================        ==============  ===============

   Diluted                                         $           .19  $            .23        $          .05  $           .10
                                                   ===============  ================        ==============  ===============
</TABLE>

                                  See Notes to Consolidated Financial Statements



<PAGE>



               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                            (IN THOUSANDS OF DOLLARS)


                                                    Nine Months Ended
                                           September 30,          September 30,
                                               1998                    1997
                                         ----------------       ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                               $   44,990               $   41,301

RECONCILING ITEMS:
   Depreciation                                 86,988                   38,663
   Amortization of intangibles                 114,434                   41,553
   Deferred taxes                               22,983                    4,556
   Amortization of film rights                  12,811                   12,396
   Payments on film liabilities                (13,262)                 (12,846)
   Recognition of deferred income                 (914)                  (1,095)
   Loss on disposal of assets                    4,777                      883
   Gain on sale of other investments           (21,047)                  (3,419)
   Equity in earnings (loss) of 
    nonconsolidated affiliates                  (5,611)                   2,236
   Dividend and other payments from 
    nonconsolidated affiliates                   1,807                       --
   Increase (decrease) minority interest           127                     (291)
   Exchange (gain) loss                         (1,241)                      --

CHANGES IN OPERATING ASSETS AND 
  LIABILITIES:
   (Increase) decrease accounts 
     receivable                                (27,989)                  (6,478)
   (Decrease) increase accounts payable         (8,020)                    (764)
   Increase (decrease) accrued interest          4,218                   (4,314)
   Increase (decrease) accrued expenses
     and other liabilities                      (5,469)                     981
   Increase (decrease) accrued income 
     taxes                                       5,371                    6,834
                                          --------------          -------------
   Net cash provided by operating 
    activities                              $  214,953               $  120,196




<PAGE>


               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES
                   SCHEDULE RECONCILING NET INCOME TO NET CASH
                     FLOWS PROVIDED BY OPERATING ACTIVITIES
                                   (UNAUDITED)
                            (IN THOUSANDS OF DOLLARS)


                                                    Nine Months Ended
                                           September 30,          September 30,
                                               1998                    1997
                                          ---------------        ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:

   (Increase) in notes receivable           $  (53,675)            $         --
   Repayment of notes receivable                35,373                   52,750
   Increase in investments in and
      advances to nonconsolidated 
      affiliates - net                         (93,020)                 (41,483)
   Purchases of investments                    (42,931)                 (22,305)
   Proceeds from sale of investments            29,184                       --
   Purchases of property, plant and 
       equipment                               (78,876)                 (22,569)
   Proceeds from disposal of assets              5,692                      300
   Acquisition of broadcasting assets         (204,453)                (120,732)
   Acquisition of outdoor assets            (1,047,851)                (467,516)
   Increase in other intangible assets         (12,555)                  (4,290)
   (Increase) decrease in other-net             26,215                  (20,484)
                                         -------------            -------------
   Net cash used in investing activities    (1,436,897)                (646,329)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds of long-term debt                2,130,143                1,031,257
   Payments on long-term debt               (2,035,236)              (1,278,632)
   Payments of current maturities                 (586)                  (2,471)
   Proceeds from exercise of stock 
     options                                     7,899                    2,737
   Proceeds from issuance of common 
     stock                                     577,250                  791,719
   Proceeds from issuance of 
     convertible debt                          566,009                       --
                                         -------------          ---------------
   Net cash provided by financing 
     activities                              1,245,479                  544,610

   Net increase in cash and cash
     equivalents                                23,535                   18,477

   Cash and cash equivalents at 
     beginning of period                        24,657                   16,701
                                        --------------           ---------------
   Cash and cash equivalents at end 
     of period                             $    48,192               $   35,178
                                             =========                =========

                 See Notes to Consolidated Financial Statements


<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 1997 Annual Report.

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 1997  consolidated
financial statements to conform to the 1998 presentation.

In July 1998, the Company effected a two-for-one stock split payable in the form
of a stock dividend of one share of common stock for each issued and outstanding
share of common stock. The dividend was paid on July 28, 1998, to all holders of
common  stock at the close of  business  on July 21,  1998.  The net  income per
common share and other per share  information for all periods presented has been
restated to reflect this two-for-one stock split.

Note 2:  RECENT ACCOUNTING PRONOUNCEMENTS

As of January 1, 1998,  the Company  adopted  Statement of Financial  Accounting
Standards No. 130 Reporting Comprehensive Income.  Statement 130 establishes new
rules for the reporting and display of comprehensive  income and its components;
however,  the  adoption of this  Statement  had no impact on the  Company's  net
income or  shareholders'  equity.  Statement  130 requires  unrealized  gains or
losses on the  Company's  available-for-sale  securities  and  foreign  currency
translation  adjustments,  which prior to adoption were  reported  separately in
shareholders' equity, to be included in comprehensive income.

During the third quarter of 1998 and 1997, total  comprehensive  income amounted
to $135.8 million and $41.3 million, respectively.  During the nine months ended
September  30,  1998 and 1997,  total  comprehensive  income  amounted to $175.9
million  and  $18.6  million,  respectively.  The  primary  component  of  other
comprehensive  income was unrealized  gains on the Company's  available-for-sale
securities.

Note 3:  RECENT DEVELOPMENTS

On January 21, 1998 the Company's  affiliate,  Heftel  Broadcasting  Corporation
("Heftel"),  of which the Company owned 32.3% of the  outstanding  common stock,
issued 5,075,000  additional shares of its common stock decreasing the Company's
total ownership to approximately 29.1% of Heftel's aggregate outstanding Class A
and Class B common stock.

On April 1, 1998, the Company closed its merger with Universal Outdoor Holdings,
Inc.  ("Universal").  Pursuant  to the  terms of the  agreement,  each  share of
Universal  common stock was  exchanged  for .67 shares of the  Company's  common
stock or  approximately  19.3 million shares.  Universal's  operations  included
approximately  34,000 outdoor advertising display faces in 23 major metropolitan
markets.  This  acquisition  was  accounted  for as a purchase  and  resulted in
goodwill of  approximately  $1.3 billion based on a preliminary  purchase  price
allocation, which is being amortized over 25 years on a straight-line basis.

On August 6, 1998,  the Company  completed the final closing of its tender offer
for all of the issued and to be issued shares of More Group Plc.,  ("More"),  an
outdoor  advertising  company  based in the United  Kingdom.  More's  operations
included approximately 90,000 outdoor advertising display faces in 22 countries.
Through a series of  transactions  beginning in May 1998, the Company  purchased
all  issued  share  capital  of  More  for  (pound)11.10  per  share,   totaling
approximately  $757.9  million.  In addition the Company  assumed  approximately
$137.7  million in long-term  debt from More. The Company has accounted for this
acquisition  as a purchase,  which  resulted  in  approximately  $675.0  million
additional goodwill.  Majority control of More was reached on June 25, 1998. The
Company  consolidated the assets and liabilities of More as of June 30, 1998 and
began consolidating the results of operations on July 1, 1998.

On October 8, 1998 the Company entered into a definitive agreement to merge with
Jacor Communications,  Inc. ("Jacor"), the nation's second largest radio company
measured by total stations.  Including  announced  pending  acquisitions,  Jacor
owns,  operates or represents 230 radio  stations in 55 markets,  one television
station,  and Premiere Radio  Networks.  The merger is structured as a tax-free,
stock-for-stock  transaction.  Upon consummation of the merger, each outstanding
share of Jacor common stock will be exchanged for shares of the Company's stock.
The exchange ratio is based on the average closing price of the Company's common
stock during the 25  consecutive  trading days ending on the second  trading day
prior to the closing date as follows:

Average Closing Price of the Company's Common Stock           Conversion Ratio
Less than or equal to $42.86                                      1.40
Above $42.86 but less than or equal to $44.44                     1.40 to 1.35
Above $44.44 but less than $50.00                                 1.35

If the average  closing price is $50.00 or more,  the  conversion  ratio will be
calculated  as the quotient  obtained by dividing (a) $67.50 plus the product of
$.675 and the amount by which the average closing price exceeds  $50.00,  by (b)
the average closing price. If the average closing price of the Company's  common
stock for any 25  consecutive  trading day period  commencing  after  October 8,
1998, is less than or equal to $37.50, the merger agreement may be terminated by
Jacor upon notice to the  Company.  At September  30, 1998 Jacor had  51,051,484
shares  outstanding.  Consummation  of the merger is subject to certain  closing
conditions and regulatory approvals,  including, but not limited to, stockholder
approvals and receipt of approvals  from the Federal  Communications  Commission
and the federal antitrust  authorities.  Consummation of this merger is expected
before  September  1999.  The  Company  intends to account  for this merger as a
purchase.

The results of operations for the nine month periods  ending  September 30, 1998
and  1997  include  the  operations  of  Eller  Media  ("Eller"),  Paxson  Radio
("Paxson"),  Universal  and More from the  respective  dates of  acquisition  or
merger as appropriate.  Assuming the acquisitions of Eller, Paxson and More, and
the merger with  Universal had occurred at January 1, 1997,  unaudited pro forma
consolidated  results of operations for the nine months ended September 30, 1998
and 1997 would have been as follows:

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

                                             1998                       1997
                                             ----                       ----

       Net revenue                        $1,109,521                 $  923,699
       Net income (loss)                    $    (92)                 $ (42,168)
       Net income (loss) per share:
            Basic                         $     (.00)                $     (.19)
            Diluted                       $     (.00)                $     (.19)

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
acquisitions of Eller,  Paxson and More, and the merger with Universal  occurred
at the beginning of 1997,  nor is it indicative of future results of operations.
The Company had other  acquisitions  during the nine months ended  September 30,
1998 and 1997,  the effects of which,  individually  and in aggregate,  were not
material  to  the  Company's  consolidated  financial  position  or  results  of
operations.

To facilitate possible future acquisitions,  on March 16, 1998 the Company filed
a  registration  statement on Form S-3 covering a combined  $1.5 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 March 30, 1998,  the Company  completed its offering of six million shares of
common stock under the shelf registration statement. Also, on March 30, 1998 the
Company  completed its offering of $500 million  aggregate  principal  amount of
2.625% senior  convertible notes due April 1, 2003, under the shelf registration
statement.  On April 28,  1998,  the Company  issued an  additional  $75 million
aggregate principal amount of 2.625% senior convertible notes due April 1, 2003.
The net  proceeds to the  Company of $577.2  million,  $492.5  million and $73.5
million,  respectively  were  used to  reduce  the  outstanding  balance  on the
Company's credit facility.

On May 6, 1998, the Company amended the shelf registration statement to increase
the amount of securities registered pursuant to the registration statement filed
on March 16, 1998 back to $1.5 billion.  On June 16, 1998, the Company completed
its offering of $175 million 6.875% senior debentures due June 15, 2018 and $125
million  6.625%  senior  notes due June 15,  2008  under the shelf  registration
statement.  The net proceeds of approximately $296 million,  in aggregate,  were
used to purchase the issued share capital of More.


<PAGE>


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

RESULTS OF OPERATIONS

Comparison  of Three  Months  Ended  September  30, 1998 to Three  Months  Ended
September 30, 1997.

(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
                                            Three Months              As-Reported          Pro Forma
                                         Ended September 30,          % Increase          % Increase
     Consolidated                     1998              1997          (Decrease)          (Decrease)
     ------------                     ----              ----          ----------          ----------
<S>                                 <C>               <C>                 <C>                 <C>
Net revenue                         $385,885          $184,108            110  %              19%
Operating expenses                   228,220            99,809            129  %              21%
Depreciation and amortization         87,982            31,546            179  %              18%
Operating income                      57,723            46,925             23  %               7%
Interest expense                      40,822            19,490            109  %
Net income                            11,502            18,609             (62)%
Net income per share:
    Basic                         $      .05         $     .11             (55)%
    Diluted                       $      .05         $     .10             (50)%
</TABLE>

The  majority  of the growth in the "as  reported"  net  revenue  and  operating
expenses for the three months ended September 30, 1998 was due to the April 1998
merger with Universal,  and the acquisitions of Paxson and More, which have been
included in the  operations  of the Company  since  October  1997 and July 1998,
respectively. In addition 9 radio stations and 21,343 outdoor display faces were
purchased  during the third quarter of 1998, the effects of which,  individually
and in the aggregate,  were not material to the Company's consolidated financial
position or results of operations. The tangible and intangible assets associated
with the purchase of the  above-mentioned  radio and outdoor  operations account
for the majority of the increase in "as reported" depreciation and amortization.
Interest  expense  increased as a result of greater  average  borrowing  levels,
which resulted from the above-mentioned  merger and acquisitions.  This increase
in interest  expense is partially  offset by the  issuance of the 2.625%  senior
convertible  notes  due  April 1,  2003,  issued in 1998.  The  majority  of the
increase in "as  reported" net income also was primarily due to the inclusion of
operations resulting from the above-mentioned merger and acquisitions.

The pro forma  presentation  referred to above assumes that the  acquisition  of
Eller,  Paxson,  and More,  and the merger of  Universal  occurred on January 1,
1997. Pro forma net revenue  increased due to improved  advertising rates in the
broadcasting  segment and improved  occupancy  and increased  advertising  rates
within the outdoor segment.  Pro forma operating  expenses  increased  primarily
from the incremental selling costs related to the additional revenues.

Comparison  of Nine  Months  Ended  September  30,  1998 to  Nine  Months  Ended
September 30, 1997.

(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
                                             Nine Months              As-Reported          Pro Forma
                                         Ended September 30,          % Increase          % Increase
     Consolidated                     1998              1997          (Decrease)          (Decrease)
     ------------                     ----              ----          ----------          ----------
<S>                                 <C>               <C>                  <C>                <C>
Net revenue                         $909,555          $469,176             94  %              20%
Operating expenses                   517,562           266,542             94  %              19%
Depreciation and amortization        201,422            80,216            151  %              16%
Operating income                     164,832           108,719             56  %              29%
Interest expense                      94,555            51,804             83  %
Net income                            44,990            41,301              9  %
Net income per share:
    Basic                         $      .19         $     .24             (21)%
    Diluted                       $      .19         $     .23             (17)%
</TABLE>

The  majority  of the growth in the "as  reported"  net  revenue  and  operating
expenses for the nine months ended  September 30, 1998 was due to the April 1998
merger with Universal and the acquisitions of the Eller,  Paxson and More, which
have been included in the  operations  of the Company since April 1997,  October
1997 and July 1998,  respectively.  In  addition  37 radio  stations  and 26,091
outdoor  display faces were purchased  during the first nine months of 1998, the
effects of which,  individually  and in the aggregate,  were not material to the
Company's consolidated financial position or results of operations. The tangible
and intangible assets associated with the purchase the above-mentioned radio and
outdoor  operations  account for the majority of the  increase in "as  reported"
depreciation and amortization. Interest expense increased as a result of greater
average  borrowing  levels,  which  resulted from the  above-mentioned  business
acquisitions.  This  increase in  interest  expense is  partially  offset by the
issuance of the 2.625%  senior  convertible  notes due April 1, 2003,  issued in
1998.  The  majority  of the  increase  in "as  reported"  net  income  also was
primarily due to the inclusion of operations  resulting from the above-mentioned
business acquisitions.

The pro forma  presentation  referred to above assumes that the  acquisition  of
Eller,  Paxson,  and More,  and the merger of  Universal  occurred on January 1,
1997. Pro forma net revenue  increased due to improved  advertising rates in the
broadcasting  segment and improved  occupancy  and increased  advertising  rates
within the outdoor segment.  Pro forma operating  expenses  increased  primarily
from the incremental selling costs related to the additional revenues.


LIQUIDITY AND CAPITAL RESOURCES

The  major  sources  of  capital  for the  Company  have  been  cash  flow  from
operations,  advances on its  revolving  long-term  line of credit (the  "credit
facility"),  and funds  provided by various  stock,  convertible  and other bond
offerings, and other borrowings. As of September 30, 1998 and December 31, 1997,
the Company had the following debt outstanding:
                                                (In millions of dollars)
                                       September 30, 1998      December 31, 1997
  Credit facility - domestic               $1,626.6                   $1,215.2
  Credit facility - international             124.0                         --
  Senior convertible notes                    575.0                         --
  Long-term bonds                             600.0                      300.0
  Other borrowings                             59.3                       38.5
                                          -----------                -----------
  Total                                    $2,984.9                   $1,553.7
                                            =======                    =======

In  addition,  the  Company  had $48.2  million  in  unrestricted  cash and cash
equivalents on hand at September 30, 1998.

On March  16,  1998  the  Company  filed a  registration  statement  on Form S-3
covering a combined $1.5 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. Due to various debt and
equity  offerings  during  March and April  1998,  on May 6, 1998,  the  Company
amended the shelf  registration  statement to increase the amount of  securities
registered  pursuant to the registration  statement filed on March 16, 1998 back
to $1.5 billion.

On June 29, 1998 the Company filed a registration statement on Form S-4 covering
1,500,000 shares of common stock, which may be offered and issued by the Company
from time to time in connection with the  acquisition  directly or indirectly by
the Company of various businesses or properties, or interests therein.



<PAGE>


CREDIT FACILITY:
DOMESTIC:  On July 1, 1998, the Company  expanded its revolving  credit facility
from $1.75 billion to $2 billion,  of which $1,626.6 million is outstanding and,
taking into account  other  letters of credit,  $352.7  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
nine  months of the year,  the  Company  made  principal  payments on the credit
facility  totaling  $1,287.9 million including $566.0 million and $577.2 million
from  the net  proceeds  from  the  convertible  debt  offering  and the  equity
offering,  respectively and drew down $1,699.3 million. Funding for the majority
of the  Company's  acquisitions  and the  refinancing  of long-term  debt in the
merger with Universal was provided by the Company's credit facility.

INTERNATIONAL:  A (pound)80  million  revolving  credit facility with a group of
international  banks was assumed in the acquisition of More. This  international
credit facility allows for borrowings in various foreign  currencies,  which are
used to hedge net assets in those currencies.  At September 30, 1998, (pound)6.9
million,  or $11.7 million,  was available for future borrowings and (pound)73.1
million, or $124.0 million, was outstanding.  This credit facility converts into
a reducing  revolving  facility  on January  10,  2000 with  annual  payments of
(pound)12  million due in 2000 and 2001. The credit facility  expires on January
10, 2002. At September 30, 1998, interest rates varied from 4.0% to 8.7875%.

EQUITY OFFERINGS:
On March 30, 1998,  the Company  completed an offering of six million  shares of
common  stock.  The net proceeds to the Company were $577.2  million,  which was
used to pay down the outstanding balance under the credit facility.

SENIOR CONVERTIBLE NOTES OFFERING:
On March 30,  and April 28,  1998 the  Company  completed  an  offering  of $500
million and $75 million aggregate  principal  amounts,  respectively,  of 2.625%
senior  convertible  notes  due  April 1,  2003  under  the  shelf  registration
statement.  The net proceeds to the Company of approximately  $566.0 million, in
aggregate,  were  used to pay down the  outstanding  balance  under  the  credit
facility.  The notes are convertible into the Company's common stock at any time
following  the date of  original  issuance,  unless  previously  redeemed,  at a
conversion  price of $61.95 per share,  subject to adjustment in certain events.
Interest  on the notes is payable  semiannually  on each April 1 and  October 1,
beginning October 1, 1998. The notes are redeemable, in whole or in part, at the
option of the  Company at any time on or after April 1, 2001 and until March 31,
2002 at  101.050%;  on or  after  April 1,  2002 and  until  March  31,  2003 at
100.525%; and on or after April 1, 2003 at 100%, plus accrued interest.

BOND OFFERINGS AND REFINANCINGS:
On June 16,  1998,  the Company  completed  an offering of $175  million  6.875%
senior  debentures  due June 15, 2018 and $125 million  6.625%  senior notes due
June 15,  2008  under the shelf  registration  statement.  The net  proceeds  of
approximately $296.0 million, in aggregate, were used to fund the acquisition of
issued share capital of More. Interest on the senior debentures and senior notes
is payable  semiannually on each June l5 and December 15, beginning December 15,
1998. In addition, the Company assumed approximately $567 million of Universal's
long-term  debt,  $242 million of which was refinanced at the closing date using
the  Company's  credit  facility.  In May 1998,  the Company  completed a public
tender offer for the remaining $325 million of 9.75% debentures, the majority of
which were purchased for  approximately  $374 million leaving  approximately  $2
million outstanding at September 30, 1998.

OTHER:
During the first nine months of 1998,  the Company  merged with  Universal  in a
transaction  valued at  approximately  $1.3 billion and acquired More for $768.1
million.  Also during the first nine months of 1998,  the Company  purchased the
broadcasting   assets  of  37  radio  stations  in  13  markets,   and  acquired
approximately  26,094 additional  outdoor display faces in 33 markets for $190.0
million and $278.1 million,  respectively.  In addition,  the Company  purchased
capital equipment totaling $78.9 million.

Future acquisitions of broadcasting stations, outdoor advertising facilities and
other media-related properties affected in connection with the implementation of
the Company's  acquisition  strategy are expected to be financed from  increased
borrowings  under  the  credit  facility,  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 by the
Company  from  time to time  will be  sufficient  to make  all  required  future
interest and principal payments on the credit facility, senior convertible notes
and bonds, and will be sufficient to fund all anticipated capital expenditures.

The  Company's  earnings are affected by  fluctuations  in the value of the U.S.
dollar as  compared  to foreign  currencies  as a result of its  investments  in
various foreign countries.  The Company believes that the foreign currency risks
to which it is exposed  are not  reasonably  likely to have a  material  adverse
effect on the Company's cash flows,  results of operations or financial position
given the concentration of revenue in the United States.

The ratio of earnings to combined fixed charges and preferred stock dividends is
as follows:

   Nine Months ended
     September 30,                            Year Ended
1998          1997           1997        1996       1995      1994        1993
------       ------         ------      ------     ------    ------      ------
1.91          2.16           2.32        3.63        3.32     5.54        3.81

The ratio of earnings of combined  fixed charges and preferred  stock  dividends
was  computed  on a total  enterprise  basis.  Earnings  represent  income  from
continuing  operations  before  income  taxes less equity in  undistributed  net
income (loss) of  unconsolidated  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

The Year 2000 Issue  ("Y2K") is the result of computer  programs  being  written
using two digits  rather  than four to define the  applicable  year.  Any of the
Company's  computer  programs or hardware that have  date-sensitive  software or
embedded  chips may recognize a date  using"00" as the year 1900 rather than the
year 2000. This could cause a system failure or miscalculations in the Company's
broadcast,  outdoor and corporate  locations  which could cause  disruptions  of
operations,  including,  among other  things,  a temporary  inability to produce
broadcast signals,  process financial transactions,  or engage in similar normal
business activities.

Based on recent  system  evaluations,  surveys,  and  on-site  inventories,  the
Company determined that it will be required to modify or replace portions of its
software and certain  hardware so that those systems will properly utilize dates
beyond December 31, 1999. The Company presently believes that with modifications
or replacements of existing software and certain hardware,  the Y2K issue can be
mitigated.  If such  modifications  and  replacements  are not made,  or are not
completed in time, the Y2K issue could have a material  impact on the operations
of the Company.

The  Company's  plan to resolve the Y2K issue  involves the  identification  and
assessment of the existing  problem,  plan of remediation,  as well as a testing
and  implementation  plan. To date, the Company has substantially  completed the
identification and assessment process,  with the following significant financial
and operational components identified as being affected by the Y2K issue:

|X|      Computer hardware running critical  financial and operational  software
         that is not capable of recognizing a four-digit code for the applicable
         year.
|X|      The Company's advertising inventory management software responsible for
         managing,  scheduling  and  billing  customer's  broadcast  and outdoor
         advertising purchases.
|X|      Broadcast studio equipment and software necessary to deliver radio and
         television programming.
|X|      Corporate financial accounting and information system software.

Significant    non-technical    systems   and   equipment   that   may   contain
microcontrollers  which are not Y2K compliant are being identified and addressed
if deemed critical.

The Company has  instituted  the following  remediation  plan to address the Y2K
issues:

|X|      A computer hardware replacement plan for computers running essential
         broadcast, operational and financial software applications with Y2K
         compatible computers has been instituted. As of September 30, 1998
         approximately 80% of all essential computers related to broadcast or
         studio equipment is Y2K compatible. Approximately 75% of all essential
         financial based computers are Y2K compliant. The Company anticipates
         this replacement plan to be 100% complete by the end of the second
         quarter in 1999.
|X|      Software upgrades or replacement  of advertising  inventory  management
         software which is Y2K compliant have been planned, are in process,  or
         have been completed as of September 30, 1998. The company has  received
         assurances  from its  software  vendors  that  supply  the  Company's 
         advertising inventory management  software that this software is Y2K
         compliant with a few minor exceptions. For these non-compliant vendors,
         the Company will install inventory management software from a compliant
         vendor by the end of the second quarter of 1999.  Approximately  75% of
         the broadcast properties  have Y2K  compliant  advertising  inventory 
         management software as of September 30, 1998. All of the outdoor  
         advertising  inventory  management software is currently being upgraded
         and is targeted for Y2K compliance at the end of the second quarter of
         1999.
|X|      The Company  received  assurances from its software vendors that supply
         broadcasting  digital  automation systems that the software used by the
         company is currently compliant or has upgrades currently available that
         are compliant. Broadcast software and studio equipment is considered to
         be 75% compliant as of September 30, 1998 and is anticipated to be 100%
         compliant by the second quarter of 1999.
|X|      Financial  accounting  software for the broadcast  segment is currently
         being  replaced by Y2K  compliant  software.  This  conversion  will be
         completed in the fourth quarter of 1998.  Financial accounting software
         for the outdoor segment has been updated to be Y2K compliant.

While the Company  believes its efforts will provide  reasonable  assurance that
material  disruptions will not occur due to internal failure, the possibility of
interruption still exists.

The Company is currently  querying other  significant  vendors that do not share
information  systems with the Company (external agents). To date, the Company is
not aware of any external  agent with a Y2K issue that would  materially  impact
the Company's results of operations,  liquidity, or capital resources.  However,
the Company has no means of ensuring that external agents will be Y2K ready. The
inability  of external  agents to  complete  their Y2K  resolution  process in a
timely fashion could materially impact the Company. The effect of non-compliance
by external agents is not determinable.

In the ordinary course of business, the Company has acquired or plans to acquire
a significant amount of Y2K compliant hardware and software. These purchases are
part of specific  operational and financial system  enhancements with completion
dates during 1998 and early 1999 that were planned  without  specific  regard to
the Y2K issue. These system enhancements  resolve many Y2K problems and have not
been delayed as a result of any  additional  efforts  addressing  the Y2K issue.
However, there are several hardware and software expenditures that have been, or
will be incurred,  to  specifically  remediate Y2K  non-compliance.  Incremental
hardware and software costs that the Company has attributed to the Y2K issue are
estimated at  $1,200,000  plus or minus 25%. The majority of these costs will be
incurred  over the  next 12  months.  Of this  cost,  approximately  30% will be
expensed  as  modification  or upgrade  costs  with the  remaining  costs  being
capitalized as new hardware or software. As of September 30, 1998, approximately
$80,000 has been  charged to expense  and  $275,000  capitalized  as a result of
expenditures.  Sources of funds for these  expenditures will be supplied through
cash  flow  generated  from  operations  and/or  available  borrowings  from the
Company's credit facility.  The Company's  accounting policy is to expense costs
incurred due to maintenance, modification or upgrade costs and to capitalize the
cost of new hardware and software.

Management  believes  it has an  effective  program in place to resolve  the Y2K
issue in a timely manner.  As noted above, the Company has not yet completed all
necessary  phases of the Y2K  program.  In the event that the  Company  does not
complete  any  additional  phases,  it  could  experience   disruptions  in  its
operations,  including  among other  things,  a temporary  inability  to produce
broadcast signals,  process financial transactions,  or engage in similar normal
business activities. In addition, disruptions in the economy generally resulting
from the Y2K issues could also  materially  adversely  affect the  Company.  The
Company could be subject to litigation for computer systems failures,  equipment
shutdowns or failure to properly date business records.  The amount of potential
liability and lost revenue cannot be reasonably estimated at this time.

The Company currently has no contingency plans in place in the event it does not
complete all phases of the Y2K program. The Company plans to evaluate the status
of  completion in March 1999 and determine  whether such  contingency  plans are
necessary.


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,  the  ability  of the  Company to  integrate  the
operations of Eller, Paxson,  Universal and More, 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  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, 1998, approximately 73.8% of the Company's long-term debt 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 1998 average interest rate under these  borrowings,  it
is estimated that the Company's first nine months of 1998 interest expense would
have changed by $35.6 million and that the  Company's  first nine months of 1998
net income and after tax cash flow would have changed by $23.1  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.

At  September  30,  1998,  the  Company  has several  interest  rate  protection
agreements that it obtained through an acquisition.  These agreements,  the fair
value of which are not  material at  September  30, 1998 and are not expected to
become material in the near term, have not been considered in the above analysis
as the Company intends to terminate these agreements.

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, 1998 by $49.2 million.

Foreign Currency:

As a result of the  August 6, 1998  acquisition  of More,  the  Company  now has
operations in 25 countries  throughout  Europe and Asia. 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 we
have  operations.  To mitigate  the  exposure  to risk of currency  fluctuations
throughout Europe and Asia to the British pound, the Company has a natural hedge
through  borrowings  in each  currency for amounts  similar to the net assets in
that currency. This hedge position is reviewed monthly. The Company maintains no
other  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.  Our foreign  operations  reported a loss of
$13.7  million for the three months ended  September  30, 1998.  It is estimated
that a 5% change in the value of the U.S.  dollar  to the  British  pound  would
change net income for the nine months ended September 30, 1998 by $0.7 million.


<PAGE>


PART II -- OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special  meeting of shareholders of the Company was held on July 13, 1998. The
shareholders approved an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock of the Company from 150
million to 600 million shares.  The  shareholders  also approved an amendment to
the  Company's  Articles of  Incorporations  to authorize  the issuance of eight
million shares of a new class of preferred stock.

The  results  of voting  at the  special  meeting  of the  shareholders  were as
follows:


                                 PROPOSAL NO. 1
             (AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE
                          COMMON STOCK TO 600 MILLION)

           For                Withhold/Against             Exceptions/Abstain

        98,863,379                16,029,730                    35,168


                                 PROPOSAL NO. 2
           (AMENDMENT OF THE ARTICLES OF INCORPORATION TO AUTHORIZE A
                         NEW CLASS OF PREFERRED STOCK)

           For                Withhold/Against             Exceptions/Abstain

         83,324,710                27,322,142                 4,281,425


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits.  See Exhibit Index on Page 18
         (b)  Reports on Form 8-K

              Filing    Date        Items Reported          Financial Statements
                                                            Reported

                 8-K    7/10/98      Item 2.  Business      None, the required 
                                     acquisition of More    items under item 
                                     Group Plc. on June     7(a) and 7(b)will be
                                     25, 1998.              filed within 60 days
                                                            of this filing.

                 8-K    8/28/98      Item 5.  Company       None
                                     executed supplemental
                                     indentures on 8/26/98
                                     regarding Sr. Notes 
                                     and Sr. Debentures 
                                     issued 6/16/98.

               8-K/A     9/4/98      Item 2.  Pro forma     Clear Channel 
                                     financial statements   Communications, Inc.
                                     assuming the           12/31/97  
                                     acquisition            More Group Plc.   
                                     of More Group Plc.     12/31/97
                                     had occurred on        Pro forma statements
                                     1/1/97.                12/31/97

<PAGE>



                 8-K    9/11/98      Item 5.  Company's     None
                                     Board of Directors
                                     authorized the re-
                                     purchase of up to
                                     $500 million of the
                                     Company's common
                                     stock.

                 8-K    10/9/98      Item 5.  Company       None
                                     entered into an 
                                     agreement and plan 
                                     of merger with Jacor
                                     Communications, Inc.
                                     on 10/8/98.




<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.




Date     November 4, 1998                  by:  /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              Agreementand Plan of Merger dated as of October 23, 1997, among
                 Universal Outdoor Holdings, Inc., the Company, and UH Merger 
                 Sub, Inc. (incorporated by reference to the exhibits of the 
                 Company's Current Report on Form 8-K dated November 3, 1997).

2.2              Agreement and Plan of Merger dated October 8, 1998, among Clear
                 Channel Communications,  Inc., Jacor Communications,  Inc., and
                 CCU Merger Sub, Inc. (incorporated  by reference to the 
                 exhibits of the Company's Current Report on Form 8-K dated
                 October 9, 1998).

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.

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              Third Amended and Restated Credit Agreement by and among Clear
                 Channel Communications, Inc., NationsBank of Texas, N.A., as
                 administrative lender, the First National Bank of Boston, as
                 documentation agent, the Bank of Montreal and Toronto Dominion
                 (Texas), Inc., as co-syndication agents, and certain other
                 lenders dated April 10, 1997 (the "Credit Facility")
                 (incorporated by reference to the exhibits of the Company's
                 Amendment No. 1 to the Registration Statement on Form S-3 (Reg.
                 No. 333-25497) dated May 9, 1997).

4.4              First Supplemental Indenture dated March 30, 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 Company's Quarterly Report on
                 Form 10-Q for the quarter ended March 31, 1998).

10.1             Voting Agreement dated as of October 8, 1998, by and among 
                 Jacor Communications, Inc. and L. Lowry Mays, mark P. Mays and
                 Randall T. Mays and certain related family trusts

10.2             Registration Rights Agreements dated as October 8, 1998, by and
                 among the Company and the Zell/Chilmark Fund, L.P., Samstock,
                 L.L.C., the SZ2 (IGP) Partnership and Samuel Zell.

11               Computation of Earnings Per Share

12               Computation of Ratio of Earnings to Fixed Charges

27               Financial Data Schedule at September 30, 1998

27.1             Financial Data Schedule at September30, 1997 (incorporated by 
                 reference to exhibit 27 of the Company's Quarterly Report on 
                 Form 10-Q for the quarter ended September 30, 1997).