FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


For the quarter ended June 30, 1999              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 August 12, 1999
- - - - - - - - - - - - - - - - - - -           - - - - -  - - - - - - - - - -
Common Stock, $.10 par value                               337,627,207




<PAGE>




               CLEAR CHANNEL COMMUNICATIONS, INC. AND SUBSIDIARIES

                                      INDEX


                                                                       Page No.
                                                                    - - - - - -

Part I -- Financial Information

     Item 1.  Unaudited Financial Statements

     Consolidated Balance Sheets at June 30, 1999 and December 31, 1998       3

     Consolidated Statements of Operations for the six and three months
     ended June 30, 1999 and 1998                                             5

     Consolidated Statements of Cash Flows for the six months ended
     June 30, 1999 and 1998                                                   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            17

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

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

     Signatures                                                              19

     Index to Exhibits                                                       20


<PAGE>


                                     PART I

Item 1.  UNAUDITED FINANCIAL STATEMENTS

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

                                                                       June 30,                   December 31,
                                                                         1999                         1998
                                                                      (Unaudited)                      (*)
Current Assets
<S>                                                                <C>                        <C>
   Cash and cash equivalents                                       $        66,402            $         36,498
   Income tax receivable                                                     4,040                          --
   Accounts receivable, less allowance of $25,317 at June 30,
     1999 and $13,508 at December 31, 1998                                 544,471                     307,372
   Other current assets                                                    145,071                      66,090
                                                                   ---------------           -----------------
     Total Current Assets                                                  759,984                     409,960

Property, Plant and Equipment
   Land, buildings and improvements                                        268,931                     158,089
   Structures and site leases                                            1,742,804                   1,627,704
   Transmitter and studio equipment                                        410,632                     235,099
   Furniture and other equipment                                           150,394                     101,681
   Construction in progress                                                102,774                      52,038
                                                                 -----------------          ------------------
                                                                         2,675,535                   2,174,611
Less accumulated depreciation                                             (351,404)                  (258,824)
                                                                 -----------------          -----------------
                                                                         2,324,131                   1,915,787
Intangible Assets
   Contracts                                                               694,379                     393,748
   Licenses and goodwill                                                11,298,832                   4,223,432
   Other intangible assets                                                  76,744                      89,577
                                                                ------------------           -----------------
                                                                        12,069,955                   4,706,757
Less accumulated amortization                                             (458,687)                   (315,275)
                                                                 -----------------            ----------------
                                                                        11,611,268                   4,391,482
Other Assets
   Restricted cash                                                         142,061                          --
   Notes receivable                                                         53,675                      53,675
   Investments in, and advances to, nonconsolidated affiliates                                         335,819     324,835
   Other assets                                                            329,197                     109,269
   Other investments                                                       272,031                     334,910
                                                                  ----------------            ----------------
Total Assets                                                         $  15,828,166              $    7,539,918
                                                                     =============              ==============

* From audited financial statements
</TABLE>

                                  See Notes to Consolidated Financial Statements






<PAGE>



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

                                                                       June 30,                   December 31,
                                                                         1999                         1998
                                                                      (Unaudited)                      (*)

Current Liabilities
<S>                                                                <C>                         <C>
   Accounts payable and accrued expenses                           $       566,311             $       209,173
   Accrued interest                                                         15,988                      13,168
   Accrued income taxes                                                         --                       4,554
   Current portion of long-term debt                                        28,541                       7,964
   Other current liabilities                                                22,380                      23,285
                                                                 -----------------           -----------------
   Total Current Liabilities                                               633,220                     258,144

   Long-term debt                                                        3,493,808                   2,323,643
   Liquid Yield Option Notes                                               492,705                          --
   Deferred income taxes                                                 1,303,038                     383,564
   Other long-term liabilities                                             198,095                      75,533

   Minority interest                                                        85,754                      15,605

Shareholders' Equity
   Common stock                                                             33,655                      26,370
   Additional paid-in capital                                            9,143,003                   4,067,297
   Common stock warrants                                                    57,935                          --
   Retained earnings                                                       317,427                     223,662
   Other                                                                   (48,743)                      6,888
   Unrealized gain on investments                                          118,640                     161,185
   Cost of shares held in treasury                                            (371)                     (1,973)
                                                               -------------------          ------------------
   Total shareholders' equity                                            9,621,546                   4,483,429
                                                                   ---------------             ---------------
Total Liabilities and
   Shareholders' Equity                                              $  15,828,166              $    7,539,918
                                                                     =============              ==============

* From audited financial statements
</TABLE>

                                  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)

<TABLE>
<CAPTION>

                                                               Six Months Ended                     Three Months Ended
                                                         June 30,         June 30,              June 30,           June 30,
                                                           1999             1998                  1999               1998

<S>                                                    <C>              <C>                   <C>              <C>
Gross revenue                                          $ 1,117,737      $    590,810          $    696,130     $    360,961
Less:  agency commissions                                  123,259            67,140                78,439           40,933
                                                     -------------    --------------        --------------   --------------
Net revenue                                                994,478           523,670               617,691          320,028

Operating expenses                                         601,371           289,342               356,549          165,568
Depreciation and amortization                              265,027           113,440               154,379           70,428
Corporate expenses                                          28,331            13,779                15,884            7,870
                                                    --------------    --------------        --------------  ---------------
Operating income                                            99,749           107,109                90,879           76,162

Interest expense                                            78,842            53,733                47,010           28,032
Gain on sale of stations                                   136,925                 -               136,925                -
Other income (expense) - net                                14,967            10,198                 4,048            7,403
                                                    --------------    --------------       ---------------  ---------------
Income before income taxes                                 172,799            63,574               184,842           55,533
Income taxes                                                82,852            36,619                79,962           32,360
                                                    --------------    --------------        --------------   --------------
Income before equity in earnings
  of nonconsolidated affiliates                             89,947            26,955               104,880           23,173
Equity in earnings of nonconsolidated affiliates             3,817             6,533                 1,620            4,736
                                                   ---------------   ---------------       ---------------  ---------------
Net income                                                  93,764            33,488               106,500           27,909

Other comprehensive income, net of tax:
  Foreign currency translation adjustments                  52,946)               --               (25,954)              --
  Unrealized gains on securities:
    Unrealized holding gain (loss) arising
    during period                                          (27,640)           18,850                   840           10,151
    Less:  reclassification adjustment for gains
      included in net income                               (14,905)          (12,228)               (7,371)         (10,444)
                                                   ---------------   ---------------      ----------------   ---------------
Comprehensive income (loss)                        $        (1,727)   $       40,110       $        74,015  $        27,616
                                                   ================   ==============       =============== ================

Net income per common share:
   Basic                                         $             .33 $             .15     $             .35 $            .11
                                                 ================= =================     ================= ================

   Diluted                                       $             .32 $             .14     $             .33 $            .11
                                                 ================= =================     ================= ================
</TABLE>

                              See Notes to Consolidated Financial Statements






<PAGE>




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

<TABLE>
<CAPTION>

                                                                                Six Months Ended
                                                                       June 30,                     June 30,
                                                                         1999                         1998

Cash flows from operating activities:
<S>                                                                    <C>                         <C>
   Net income                                                          $    93,764                 $    33,488

Reconciling Items:
   Depreciation                                                            106,747                      49,954
   Amortization of intangibles                                             158,280                      63,485
   Deferred taxes                                                           59,514                       9,342
   Amortization of film rights                                               8,514                       8,409
   Amortization of deferred financing charges                                1,863                          --
   Payments on film liabilities                                             (8,395)                     (8,961)
   (Recognition) deferral of deferred income                                 6,284                        (690)
   (Gain) loss on disposal of assets                                      (139,268)                        389
   Gain on sale of other investments                                       (22,930)                    (18,812)
   Equity in earnings of nonconsolidated affiliates                           (570)                     (3,549)
   Payments from (to) nonconsolidated affiliates, net                        8,010                       1,399
   Decrease minority interest                                                 (308)                         (3)

Changes in operating assets and liabilities:
   (Increase) decrease accounts receivable                                 (45,184)                    (18,515)
   (Decrease) increase accounts payable, accrued expenses and other        (84,602)                         25
   Increase (decrease) accrued interest                                      2,820                       3,669
   Increase (decrease) accrued income and other taxes                       (9,173)                     19,874
                                                                  ----------------              --------------
   Net cash provided by operating activities                               135,366                     139,504

</TABLE>




<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>
<CAPTION>

                                                                                Six Months Ended
                                                                       June 30,                     June 30,
                                                                         1999                         1998

Cash flows from investing activities:

<S>                                                                    <C>                 <C>
   Increase in restricted cash                                         $  (142,061)        $              --
   Decrease in notes receivable - net                                           --                    35,373
   Increase in investments in and advances to
      nonconsolidated affiliates - net                                      (9,183)                  (57,697)
   Purchases of investments                                                 (8,582)                  (17,193)
   Proceeds from sale of investments                                        29,659                    25,768
   Purchases of property, plant and equipment                              (75,932)                  (27,775)
   Proceeds from disposal of assets                                        207,294                     3,626
   Acquisition of broadcasting assets                                      (32,743)                 (168,247)
   Acquisition of outdoor assets                                          (401,597)                 (864,847)
   Increase in other intangible assets                                      (4,869)                   (8,278)
   (Increase) decrease in other-net                                         (6,349)                   (3,722)
                                                                  ----------------          ----------------

   Net cash used in investing activities                                  (444,363)               (1,082,992)

Cash flows from financing activities:
   Proceeds from issuance of long-term debt                              1,352,453                 1,694,813
   Payments on long-term debt                                           (1,576,362)               (1,864,151)
   Payments of current maturities of long-term debt                                                   (2,054)      (131)
   Proceeds from exercise of stock options                                  51,948                     3,415
   Proceeds from issuance of common stock                                  512,916                   577,250
   Proceeds from issuance of convertible debt                                   --                   566,009
                                                               -------------------            --------------

   Net cash provided by financing activities                               338,901                   977,205

   Net increase in cash and cash equivalents                                29,904                    33,717

   Cash and cash equivalents at beginning of period                                                   36,498                24,657
                                                                                             ---------------       ---------------

   Cash and cash equivalents at end of period                      $       66,402             $       58,374
                                                                   ==============             ==============

</TABLE>

                                  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  1998 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.  All share, stock price and stock option amounts shown in the financial
statements and related  footnote  disclosures  have been restated to reflect the
two-for-one  stock split  distributed on July 28, 1998 to stockholders of record
on  July  21,  1998.  Certain  reclassifications  have  been  made  to the  1998
consolidated financial statements to conform to the 1999 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 Company's financial position or results of operations.

Note 3:           RECENT DEVELOPMENTS

On May 4, 1999,  the Company closed its merger with Jacor  Communications,  Inc.
("Jacor").  Pursuant to the terms of the  agreement,  each share of Jacor common
stock was  exchanged  for  1.1573151  shares of the  Company's  common  stock or
approximately  60.9 million  shares  valued at $4.2  billion.  In addition,  the
Company assumed approximately $1.4 billion of Jacor's long-term debt, as well as
Jacor's Liquid Yield Option Notes with an accreted value of approximately $309.4
million.  Jacor options and stock appreciation rights outstanding at the time of
the merger are exercisable for approximately 3.7 million shares of the Company's
common stock. In addition, Jacor common stock purchase warrants and Liquid Yield
Option Notes are  exercisable or  convertible  into  approximately  12.6 million
shares of the Company's common stock. The Company  refinanced  $852.5 million of
Jacor's  long-term debt at the closing of the merger using the Company's  credit
facility.  Subsequent to the merger,  the Company  tendered an additional  $22.1
million of Jacor's  long-term  debt.  This  merger has been  accounted  for as a
purchase with resulting goodwill of approximately  $2.8 billion,  which is being
amortized over 25 years on a straight-line basis. This purchase price allocation
is preliminary pending completion of appraisals and other fair value analysis of
assets and liabilities. The results of operations of Jacor have been included in
the Company's financial statements beginning May 4, 1999.

Included  in the  purchase  price of Jacor is $83  million  of  restricted  cash
related to the  disposition  of Jacor assets in connection  with the merger.  In
addition, the Company swapped assets valued at $35 million in a transaction with
a third  party in order to comply with  governmental  directives  regarding  the
Jacor merger.  The Company also divested  certain assets in connection  with the
Jacor merger and governmental directives resulting in a gain on sale of stations
of $136.9  million  and an  increase  in income tax  expense  (at the  Company's
statutory  rate of 38%) of $52.0  million  in the second  quarter  of 1999.  The
Company  anticipates  deferring  the  majority of this tax expense  based on its
ability to replace the stations sold with  qualified  assets.  The proceeds from
divestitures  are being held in  restricted  trusts until  suitable  replacement
properties are  identified.  The following table details the  reconciliation  of
divestiture and acquisition activity in the restricted trust accounts.

<PAGE>

In thousands of dollars

Restricted cash resulting from Clear Channel divestitures             $ 201,500
Restricted cash purchased in Jacor Merger                                83,000
Restricted cash used in acquisitions                                   (143,000)
Other changes to restricted cash                                            561
                                                                  -------------
Restricted cash balance at June 30, 1999                             $  142,061


On June 11, 1999 the Company  acquired a 50.5%  equity  interest in Dauphin OTA,
("Dauphin") a French company engaged in outdoor  advertising,  for approximately
$246  million.  On June 24,  1999 the  Company  launched a tender  offer for the
remaining shares outstanding. Dauphin's operations include approximately 103,000
outdoor  advertising display faces in France,  Spain,  Italy, and Belgium.  This
acquisition  is being  accounted  for as a purchase with  resulting  goodwill of
approximately  $266  million,  which  is  being  amortized  over 25  years  on a
straight-line  basis.  As  of  June  30,  1999,  a  preliminary  purchase  price
allocation  for Dauphin was included in the  Company's  accounts  resulting in a
$57.4  million  addition  to  minority  interest  for the  49.5% of  shares  not
purchased as of June 30, 1999.  The purchase  price  allocation  is  preliminary
pending  completion  of appraisals  and other fair value  analysis of assets and
liabilities.  The Company  consolidated the assets and liabilities of Dauphin as
of June 30, 1999 and will begin  consolidating the results of operations July 1,
1999.

The results of  operations  for the six month  periods  ending June 30, 1999 and
1998 include the operations of Universal  Outdoor Holding,  Inc.  ("Universal"),
More  Group  Plc.  ("More  Group"),  and  Jacor  from  the  respective  dates of
acquisition or merger as appropriate.  Assuming the mergers and the acquisitions
of Universal,  More Group, and Jacor had occurred at January 1, 1998,  unaudited
pro forma  consolidated  results of operations for the six months ended June 30,
1999 and 1998 would have been as follows:

                              Pro Forma (Unaudited)
                            Six Months Ended June 30
                       In thousands, except per share data

                                               1999                       1998
                                               ----                       ----

           Net revenue                   $   1,266,125            $  1,049,500
           Net income (loss)             $      97,913            $    (62,662)
           Net income (loss) per share:
               Basic                     $         .30            $       (.21)
               Diluted                   $         .29            $       (.20)

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
and  acquisitions of Universal,  More Group, and Jacor occurred at the beginning
of 1998, nor is it indicative of future  results of operations.  The Company had
other acquisitions during the first half of 1999 and during 1998, the effects of
which,  individually  and in the  aggregate,  were not material to the Company's
consolidated financial position or results of operations.

<PAGE>

On January 21, 1999 the Company completed an equity offering of 1,725,000 shares
of common  stock.  The net proceeds to the Company of $80.2 million were used to
reduce the outstanding balance on the Company's credit facility.

To facilitate  possible  future  acquisitions as well as public  offerings,  the
Company filed a registration  statement on Form S-3 on April 12, 1999 covering a
combined $2 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 May 20, 1999 and June 23,  1999 the Company  completed  equity  offerings  of
4,997,457  shares and 1,325,300  shares of common stock,  respectively.  The net
proceeds to the Company of $342.6  million and $90.1 million were used to reduce
the outstanding balance on the Company's credit facility.

Note 4            SEGMENT DATA

In thousands of dollars
<TABLE>
<CAPTION>
                                                    Six Months Ended                     Three Months Ended
                                               June 30,          June 30,             June 30,          June 30,
                                                 1999              1998                 1999              1998
                                               --------         ---------             ---------         --------
Net revenue
<S>                                        <C>               <C>                   <C>              <C>
   Broadcasting                            $    499,336      $    302,977          $    347,763     $    168,623
   Outdoor                                      495,142           220,693               269,928          151,405
                                          -------------     -------------         -------------    -------------
Consolidated                               $    994,478      $    523,670          $    617,691     $    320,028

Operating expenses
   Broadcasting                            $    298,940      $    179,761          $    200,627    $      93,047
   Outdoor                                      302,431           109,581               155,922           72,521
                                          -------------     -------------         -------------   --------------
Consolidated                               $    601,371      $    289,342          $    356,549     $    165,568

Depreciation and Amortization
   Broadcasting                            $    105,754     $      52,447         $      77,769   $      27,275
   Outdoor                                      159,273            60,993                76,610           43,153
                                          -------------    --------------        --------------   --------------
   Consolidated                            $    265,027      $    113,440          $    154,379    $      70,428

Operating income
   Broadcasting                           $      78,426     $      62,466         $      59,452    $      43,654
   Outdoor                                       21,323            44,643                31,427           32,508
                                         --------------    --------------        --------------   --------------
Consolidated                              $      99,749      $    107,109          $     90,879    $      76,162

Total identifiable assets
   Broadcasting                             $10,925,713      $  4,218,004           $10,925,713     $  4,218,004
   Outdoor                                    4,902,453         2,626,888             4,902,453        2,626,888
                                          -------------     -------------         -------------    -------------
   Consolidated                             $15,828,166       $ 6,844,892           $15,828,166     $  6,844,892

</TABLE>


Net revenue of $173,975  and $96,806 for the six and three months ended June 30,
1999,  respectively,  and  identifiable  assets of $1,643,391 and $942,030 as of
June 30,  1999 and 1998,  respectively  are  included  in the data above and are
derived from the Company's foreign operations.




<PAGE>



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

Results of Operations

Comparison  of Three and Six Months  Ended June 30, 1999 to Three and Six Months
Ended June 30, 1998.

(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
                           Six Months       As-Reported    Pro Forma         Three Months     As-Reported   Pro Forma
                         Ended June 30,     % Increase    % Increase        Ended June 30,    % Increase   % Increase
   Consolidated          1999       1998    (Decrease)    (Decrease)       1999       1998    (Decrease)   (Decrease)
   ------------          ----       ----    ----------    ----------       ----       ----    ----------   ----------
<S>                    <C>        <C>        <C>           <C>            <C>        <C>         <C>         <C>
Net revenue            $994,478   $523,670    89.9  %      20.6  %        $617,691   $320,028     93.0%       18.0%
Operating expenses      601,371    289,342   107.8  %      20.4  %         356,549    165,568    115.3%       16.8%
Depreciation and
  amortization          265,027    113,440   133.6  %      29.6  %         154,379     70,428    119.2%       21.7%
Operating income         99,749    107,109     (6.9)%       (4.0)%          90,879     76,162     19.3%       11.8%
Interest expense         78,842     53,733    46.7  %                       47,010     28,032     67.7%
Net income               93,764     33,488   180.0  %                      106,500     27,909    281.6%
Net income per share:
    Basic              $     33   $    .15   120.0  %                     $    .35   $    .11    218.2%
    Diluted            $    .32   $    .14   128.6  %                     $    .33   $    .11    200.0%
</TABLE>

The  majority  of the growth in the "as  reported"  net  revenue  and  operating
expenses  for the six months and three months ended June 30, 1999 was due to the
acquisitions of, Universal Outdoor Holding, Inc. ("Universal") in April of 1998,
More Group Plc  ("More  Group") in July  1998,  and Jacor  Communications,  Inc.
("Jacor") in May 1999. In addition, 6 radio stations and 138,787 outdoor display
faces were purchased  during the first six months of 1999, the effects of which,
individually  and  in  the  aggregate,   were  not  material  to  the  Company's
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 purchase of the above-mentioned  business combinations.  The
majority of the  decrease in  operating  income for the six months ended June 30
was  primarily  due to the increase in  depreciation  and  amortization  expense
resulting from the  aforementioned  business  combinations.  The majority of the
increase  in  operating  income  for the three  months  ended June 30 was due to
improved  operations  during the second  quarter for both the  broadcasting  and
outdoor segments,  which was partially offset by an increase in depreciation and
amortization.  Interest  expense  increased  primarily due to an increase in the
average  amount of debt  outstanding,  which  resulted from the  above-mentioned
business  combinations.  The majority of the increase in net income was due to a
$136.9 million gain realized on the sale of stations the Company was required to
divest by governmental directives regarding the Jacor merger.

Pro forma  presentation  referred to above assumes the acquisition and/or merger
of Universal,  More Group,  and Jacor occurred on January 1, 1998. 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.
The majority of the increase in pro forma operating  income for the three months
ended June 30 was due to improved  operations  during the second  quarter within
both the broadcasting and outdoor segments.

Liquidity and Capital Resources

The  major  sources  of  capital  for the  Company  have  been  cash  flow  from
operations,  advances on its  revolving  long-term  line of credit (the  "credit
facility"),  and funds  provided by various  stock,  convertible  and other bond
offerings, and other borrowings.  As of June 30, 1999 and December 31, 1998, the
Company had the following debt outstanding:


<PAGE>




                                                   (In millions of dollars)
                                            June 30, 1999      December 31, 1998
         Credit facility - domestic           $  1,658.8          $  1,007.5
         Credit facility - international           108.6               103.7
         Senior convertible notes                  575.0               575.0
         Liquid Yield Option Notes                 492.7                  --
         Long-term bonds                         1,147.9               600.0
         Other borrowings                           32.1                45.4
                                              ----------          ----------
         Total                                $  4,015.1          $  2,331.6
                                              ==========          ==========

In  addition,  the  Company  had $66.4  million  in  unrestricted  cash and cash
equivalents  on hand at June 30, 1999.  The Company  also had $142.1  million in
restricted  cash on hand at June 30, 1999.  This cash is  restricted  for use in
connection  with the  acquisition of  replacement  properties as a result of the
Jacor merger.

On April  12,  1999  the  Company  filed a  registration  statement  on Form S-3
covering a combined  $2 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.

Credit Facility:
Domestic:  The Company has a revolving credit facility for $2 billion,  of which
$1.7 billion is  outstanding  and,  taking into account other letters of credit,
$300 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 six  months of the year,  the  Company  made  principal
payments  on the  credit  facility  totaling  $132  million  and drew  down $303
million.

On August 11, 1999 the Company entered into 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  the  Company  intends  to use to hedge  net  assets in those
currencies.

International:  The Company has a(pound)100  million,  or  approximately  $157.6
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 June 30,
1999,  approximately  $49.0  million,  was available for future  borrowings  and
$108.6 million,  was outstanding.  This credit facility converts into a reducing
revolving facility on January 10, 2000 with annual payments  of(pound)19 million
due in 2000 and 2001. The credit  facility  expires on January 10, 2002. At June
30, 1999, interest rates varied from 3.1% to 8.0%.

Equity Offerings:
On January 21, 1999 the Company completed an equity offering of 1,725,000 shares
of common  stock.  The net proceeds to the Company of $80.2 million were used to
reduce the outstanding balance on the Company's credit facility.

On May 20, 1999 and June 23,  1999 the Company  completed  equity  offerings  of
4,997,457  shares and 1,325,300  shares of common stock,  respectively.  The net
proceeds to the Company of $342.7  million and $90.1 million were used to reduce
the outstanding balance on the Company's credit facility.

Liquid  Yield  Option  Notes:  The Company  assumed  Liquid  Yield  Option Notes
("LYONs") as a part of the merger with Jacor.  The Company  assumed  43/4% LYONs
due 2018 and 51/2% LYONs due 2011 with fair values of $272.4  million and $220.3
million,  respectively  at June 30,  1999.  Each LYON has a principal  amount at
maturity of $1,000 and is convertible,  at the option of the holder, at any time
on or prior to maturity, into the Company's common stock at a conversion rate of
7.227 and 15.522 for the 2018 and 2011 issues, respectively.

<PAGE>

Long Term Bonds:
The Company  has  various  bond issues  outstanding.  In  addition,  the Company
assumed several issues of senior  subordinated  notes as part of the merger with
Jacor, which are summarized as follows:

In millions of dollars
<TABLE>
<CAPTION>
                                                                                                    Interest
           Bond Issue               Interest Rate   Face Value     Fair Value   Maturity Date     Payment Terms
           ----------               -------------   ----------     ----------   -------------     -------------

Assumed in Jacor Merger:
<S>                                      <C>          <C>            <C>             <C>          <C>
     Senior subordinated notes           10.125%      $ 100.0        $ 107.0         6/15/06       Semi-annual
     Senior subordinated notes            9.750%        170.0         182.4         12/15/06       Semi-annual
     Senior subordinated notes            8.750%        150.0         156.2          6/15/07       Semi-annual
     Senior subordinated notes            8.000%        119.6         124.5          2/15/10       Semi-annual
</TABLE>

Subsequent to the merger with Jacor,  the Company  tendered $22.1 million of the
senior subordinated notes.

Other:
During the first six months of 1999,  in addition to the merger with Jacor,  the
Company  purchased the broadcasting  assets of 6 radio stations in 4 markets for
$145.5 million, and acquired  approximately 113 additional outdoor display faces
in 11 domestic  markets  and  138,787  additional  outdoor  display  faces in 12
international  markets for a total of $401.6 million.  In addition,  the Company
purchased capital equipment totaling $75.9 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 ratio of earnings to fixed charges is as follows:

    6 Months ended
       June 30,                                      Year Ended
--------------------             ----------------------------------------------
1999            1998              1998       1997     1996      1995       1994
----            ----              ----       ----     ----      ----       ----
  3.06          2.15              1.83       2.32     3.63      3.32       5.54

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 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 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
broadcasting,  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.

<PAGE>

Based on recent  system  evaluations,  surveys,  and  on-site  inventories,  the
Company  determined  that it would 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
Year 2000 issue can be mitigated. If such modifications and replacements are not
made,  or are not  completed in time,  the Year 2000 issue could have a material
impact on the Company's operations.

The Year 2000 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 Year 2000 issue:

Computer hardware running critical  financial  accounting and information system
software that is not capable of recognizing a four-digit code for the applicable
year.

Advertising  inventory management software responsible for managing,  scheduling
and billing customer's broadcasting and outdoor advertising purchases.

Broadcasting  studio  equipment  and  software  necessary  to deliver  radio and
television programming.

Significant    non-technical    systems   and   equipment   that   may   contain
microcontrollers which are not Year 2000 compliant.

The Company has  instituted the following  remediation  plan to address the Year
2000 issues:

A computer hardware  replacement plan for computers running essential broadcast,
operational  and  financial  software  applications  with Year  2000  compatible
computers  has been  instituted.  As of June 30, 1999  approximately  70% of all
essential  computers  related to  broadcast or studio  equipment  were Year 2000
compatible.  Approximately  95% of all essential  financial based computers were
Year 2000 compliant.  The Company  anticipates  this replacement plan to be 100%
complete by the end of October 1999.

Software upgrades or replacement with advertising  inventory management software
which is Year 2000  compliant  have been planned,  are in process,  or have been
completed as of June 30,  1999.  The Company has  received  assurances  from its
software  vendors,  with a few minor  exceptions,  that  supply its  advertising
inventory  management  software that their software is Year 2000 compliant.  For
these  non-compliant  vendors,  the Company  will install  inventory  management
software from a compliant vendor by the end of October 1999.  Approximately  96%
of the  broadcasting  properties had Year 2000 compliant  advertising  inventory
management  software  as of  June  30,  1999.  All  of the  outdoor  advertising
inventory  management  software is currently  being upgraded and is targeted for
Year 2000 compliance by the end of October 1999.

The  Company has  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 was considered to be 70% compliant as of
June 30,  1999 and is  anticipated  to be 100%  compliant  by the end of October
1999.

Financial accounting software for the broadcasting segment has been replaced and
is Year 2000 compliant.  Financial  accounting  software for the outdoor segment
has been upgraded to be Year 2000 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 it (external agents). To date, the Company is not aware
of any external  agent with a Year 2000 issue that would  materially  impact its
results of operations, liquidity, or capital resources. However, the Company has
no means of ensuring that external agents will be Year 2000 ready. The inability
of external  agents to complete their Year 2000  resolution  process in a timely
fashion could materially  impact the Company.  The effect of  non-compliance  by
external agents is not determinable.

<PAGE>

In the ordinary course of business, the Company has acquired or plans to acquire
a  significant  amount of Year  2000  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 Year 2000 issue. These system  enhancements  resolve many
Year 2000  problems  and have not been  delayed  as a result  of any  additional
efforts addressing the Year 2000 issue.  Accordingly,  these costs have not been
included  as part of the  costs of Year  2000  remediation.  However,  there are
several hardware and software expenditures that have been or will be incurred to
specifically  remediate  Year  2000  non-compliance.  Incremental  hardware  and
software  costs  that the  Company  has  attributed  to the Year 2000  issue are
estimated at $3,250,000 plus or minus 10%. Of this cost,  approximately 20% will
be expensed as  modification  or upgrade  costs with the  remaining  costs being
capitalized  as new  hardware or software.  As of June 30,  1999,  approximately
$465,000 has been charged to expense and  $2,250,000  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.

The Company  believes it has an  effective  program in place to resolve the Year
2000 issue in a timely manner. As noted above, the Company has not yet completed
all  necessary  phases of the Year 2000  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 Year 2000 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.

The Company has  contingency  plans for certain  critical  applications in sites
deemed significant to operations.  These contingency plans involve,  among other
actions,  manual work around for on-air and financial  systems,  a store of Year
2000 compliant  computers  available for rapid deployment,  backup generators at
key  broadcast  and  transmitter  sites and staffing  strategies  to affect such
contingency plans.


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 Universal,  More Group,  Jacor, and Dauphin,  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,  effects
from the Year 2000 issue 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.



<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

At June 30, 1999,  approximately  43.8% 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 six months of 1999 average interest rate under these borrowings, it is
estimated  that the Company's  first six months of 1999  interest  expense would
have changed by $17.7  million and that the  Company's  first six months of 1999
net income  would  have  changed  by $11.5  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,  this  analysis  assumes no such actions.
Further this  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
8.0% on $1.1 billion of its current  borrowings.  These  agreements  expire from
October 1999 to December  2000.  The fair value of these  agreements at June 30,
1999 and  settlements  of interest  during the first six months of 1999 were not
material.

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 June 30, 1999 by $53.6 million.

Foreign Currency

The Company has  operations  in 32  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 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.  This hedge position is reviewed  monthly.  The Company maintains no
derivative   instruments  to  mitigate  the  exposure  to   translation   and/or
transaction  risk.  However,  this does not  preclude  the  adoption of specific
hedging strategies in the future.  The Company's foreign  operations  reported a
loss of $29.2 million for the first six months of 1999.  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 first six months of 1999 by $1.5 million.



<PAGE>



Part II -- OTHER INFORMATION

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

An annual meeting of  shareholders of the Company was held on April 27, 1999. L.
Lowry  Mays,  Karl Eller,  Mark P. Mays,  Randall T. Mays,  Alan D. Feld,  B. J.
McCombs,  Theodore H. Strauss and John H.  Williams were elected as directors of
the Company,  each to hold office until the next annual meeting of  shareholders
or until his  successor  has been  elected  and  qualified,  subject  to earlier
resignation and removal. The shareholders approved an amendment to the Company's
Articles of Incorporation  increasing the number of authorized  shares of Common
Stock from 600 million to 900 million.  The shareholders  approved the selection
of Ernst & Young LLP as  independent  auditors for the year ending  December 31,
1999.

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


                                 Proposal No. 1
                             (Election of Directors)

            Nominee                     For                      Withheld

         L. Lowry Mays               233,725,333                 3,748,514
            Karl Eller               232,897,303                 4,576,544
          Mark P. Mays               233,732,404                 3,741,443
       Randall T. Mays               233,731,809                 3,742,038
          Alan D. Feld               233,735,365                 3,738,482
          B.J. McCombs               233,716,121                 3,757,726
   Theodore H. Strauss               234,141,356                 3,332,491
      John H. Williams               234,169,755                 3,304,092


                                 Proposal No. 2
                 (Amendment of the Articles of Incorporation to
                     Increase Common Stock to 900 million)

            For                Withhold/Against             Exceptions/Abstain

        228,912,855                 8,157,486                   403,506


                                 Proposal No. 3
      (Selection of Ernst & Young LLP as Independent Auditors for the year
                           ending December 31, 1999)

            For                Withhold/Against             Exceptions/Abstain

        237,091,572                    16,276                   365,999




<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits.  See Exhibit Index on Page 14
    (b)  Reports on Form 8-K
         Filing    Date     Items Reported        Financial Statements Reported

         8-K/A    4/12/99   Item 5. Pro forma     Pro forma statements 12/31/98
                            financial statements
                            assuming the merger
                            with Jacor had
                            occurred on 1/1/98.

         8-K     5/7/99     Item 2.  Business     Pro forma statements 3/31/99
                            acquisition of
                            Jacor on 5/4/99.

         8-K    6/23/99     Item 2.  Business     None, the required information
                            acquisition of        under item 7(a) and 7(b) will
                            Dauphin on 6/11/99.   be filed within 75 days of the
                                                  event date.



<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.




August 13, 1999                              /s/  Herbert W. Hill, Jr.
                                             Herbert W. Hill, Jr.
                                             Senior Vice President and
                                             Chief Reporting Officer



<PAGE>


                                INDEX TO EXHIBITS

Exhibit                           Description
Number


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

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

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

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

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

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  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).

4.3  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).

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

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

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

4.7  Credit Agreement by and among Clear Channel  Communications,  Inc., Bank of
     America,  N.A. as administrative agent,  BankBoston,  N.A. as documentation
     agent,  the Bank of Montreal and Chase  Manhattan  Bank, as  co-syndication
     agents, and certain other lenders dated August 11, 1999.

11   Statement re: Computation of Per Share Earnings.

12   Statement re: Computation of Ratios.

27.1 Financial Data Schedule at June 30, 1999

27.2 Financial  Data  Schedule at June 30, 1998  (incorporated  by  reference to
     exhibit 27 of the Company's  Quarterly  Report on Form 10-Q for the quarter
     ended June 30, 1998).