FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


  For the quarter ended September 30, 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  issuers
classes of common stock, as of the latest practicable date.



            Class                           Outstanding at November 12, 1999
- - - - - - - - - - - - - - -        - - - - - - - - - - -  - - - - - - - - - -
Common Stock, $.10 par value                         338,499,925




<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, 1999 and
     December 31, 1998                                                        3

     Consolidated Statements of Operations for the nine and
     three months ended September 30, 1999 and 1998                           5

     Consolidated Statements of Cash Flows for the nine months
     ended September 30, 1999 and 1998                                        6

     Notes to Consolidated Financial Statements                               8

     Item 2.  Managements Discussion and Analysis of Financial
     Condition and Results of Operations                                      12

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk      19


Part II -- Other Information

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

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

     Signatures                                                               20

     Index to Exhibits                                                        21

                                                                   Page 2 of 25


<PAGE>




                                     PART I

Item 1.  UNAUDITED FINANCIAL STATEMENTS

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

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

Current Assets
<S>                                                                <C>                           <C>
   Cash and cash equivalents                                       $        82,678               $      36,498
   Income tax receivable                                                     6,083                          --
   Accounts receivable, less allowance of $34,046 at
     September 30, 1999 and $13,508 at December 31, 1998                   686,684                     307,372
   Other current assets                                                    154,262                      66,090
                                                                   ---------------               -------------
     Total Current Assets                                                  929,707                     409,960

Property, Plant and Equipment
   Land, buildings and improvements                                        301,059                     158,089
   Structures and site leases                                            1,828,730                   1,627,704
   Transmitter and studio equipment                                        441,466                     235,099
   Furniture and other equipment                                           151,659                     101,681
   Construction in progress                                                104,927                      52,038
                                                                   ---------------               -------------
                                                                         2,827,841                   2,174,611
Less accumulated depreciation                                             (412,911)                   (258,824)
                                                                   ---------------               --------------
                                                                         2,414,930                   1,915,787
Intangible Assets
   Contracts                                                               746,567                     393,748
   Licenses and goodwill                                                11,810,385                   4,223,432
   Other intangible assets                                                  78,919                      89,577
                                                                   ---------------               -------------
                                                                        12,635,871                   4,706,757
Less accumulated amortization                                             (603,457)                   (315,275)
                                                                   ---------------               -------------
                                                                        12,032,414                   4,391,482
Other Assets
   Restricted cash                                                         113,470                          --
   Notes receivable                                                         53,675                      53,675
   Investments in, and advances to, nonconsolidated affiliates             353,374                     324,835
   Other assets                                                            230,906                     109,269
   Other investments                                                       313,414                     334,910
                                                                   ---------------               -------------
Total Assets                                                       $    16,441,890               $   7,539,918
                                                                   ===============               =============

* From audited financial statements
</TABLE>

                 See Notes to Consolidated Financial Statements


                                                                   Page 3 of 25


<PAGE>



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

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

Current Liabilities
<S>                                                                <C>                           <C>
   Accounts payable and accrued expenses                           $       555,849               $     209,173
   Accrued interest                                                          7,029                      13,168
   Accrued income taxes                                                         --                       4,554
   Current portion of long-term debt                                        40,351                       7,964
   Other current liabilities                                                71,861                      23,285
                                                                   ---------------               -------------
     Total Current Liabilities                                             675,090                     258,144

   Long-term debt                                                        3,917,442                   2,323,643
   Liquid Yield Option Notes                                               487,093                          --
   Deferred income taxes                                                 1,238,768                     383,564
   Other long-term liabilities                                             171,844                      75,533

   Minority interest                                                        19,554                      15,605

Shareholders Equity
   Common stock                                                             33,848                      26,370
   Additional paid-in capital                                            9,239,112                   4,067,297
   Common stock warrants                                                   253,428                          --
   Retained earnings                                                       318,950                     223,662
   Other                                                                    (4,008)                      6,888
   Unrealized gain on investments                                           91,481                     161,185
   Cost of shares held in treasury                                            (712)                     (1,973)
                                                                   ---------------               -------------
   Total shareholders equity                                            9,932,099                   4,483,429
---                                                                ---------------               -------------
Total Liabilities and
   Shareholders Equity                                            $    16,441,890               $   7,539,918
                                                                   ===============               =============

* From audited financial statements
</TABLE>

                 See Notes to Consolidated Financial Statements



                                                                   Page 4 of 25


<PAGE>



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

<TABLE>
<CAPTION>

                                                               Nine Months Ended                    Three Months Ended
                                                                 September 30,                         September 30,
                                                           1999               1998                 1999              1998
                                                        ---------          ---------            ----------         --------
<S>                                                   <C>                <C>                   <C>              <C>
Gross revenue                                         $  2,005,591       $ 1,025,407           $   887,854      $   434,597
Less:  agency commissions                                  214,956           115,852                91,697           48,712
                                                      ------------       -----------            ----------      -----------
Net revenue                                              1,790,635           909,555               796,157          385,885

Operating expenses                                       1,097,171           517,562               495,800          228,220
Depreciation and amortization                              473,654           201,422               208,627           87,982
Corporate expenses                                          44,585            25,739                16,254           11,960
                                                      ------------       -----------            ----------      -----------
Operating income                                           175,225           164,832                75,476           57,723

Interest expense                                           132,932            94,555                54,090           40,822
Gain on sale of stations                                   136,925                 -                     -                -
Other income (expense) - net                                15,874            13,416                   907            3,218
                                                      ------------       -----------            ----------      -----------
Income before income taxes                                 195,092            83,693                22,293           20,119
Income taxes                                               106,546            48,766                23,695           12,147
                                                      ------------       -----------            ----------      -----------
Income (loss) before equity in earnings
  of nonconsolidated affiliates                             88,546            34,927                (1,402)           7,972
Equity in earnings of nonconsolidated affiliates             6,742            10,063                 2,925            3,530
                                                       -----------       -----------            ----------      -----------
Net income                                                  95,288            44,990                 1,523           11,502

Other comprehensive income, net of tax:
  Foreign currency translation adjustments                  (8,275)               --                44,671               --
  Unrealized gains on securities:
    Unrealized holding gain (loss) arising during period   (54,799)          144,569               (27,159)         125,719
    Less:  reclassification adjustment for gains
      included in net income                               (14,905)          (13,681)                    -           (1,453)
                                                      ------------       -----------           -----------      ------------
Comprehensive income                                  $     17,309      $    175,878           $    19,035      $   135,768
                                                      ============      ============           ===========      ===========

Net income per common share:
   Basic                                              $        .31       $       .19           $       .00      $       .05
                                                      ============       ===========           ===========      ===========

   Diluted                                            $        .31       $       .19           $       .00      $       .05
                                                      ============       ===========           ===========      ===========

                 See Notes to Consolidated Financial Statements
</TABLE>



                                                                   Page 5 of 25


<PAGE>




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

<TABLE>
<CAPTION>

                                                                                Nine Months Ended
                                                                     September 30,                September 30,
                                                                         1999                         1998

Cash flows from operating activities:
<S>                                                                  <C>                         <C>
   Net income                                                        $      95,288               $      44,990

Reconciling Items:
   Depreciation                                                            169,123                      86,988
   Amortization of intangibles                                             304,531                     114,434
   Deferred taxes                                                           64,665                      22,983
   Amortization of film rights                                              13,112                      12,811
   Amortization of deferred financing charges                                2,895                          --
   Amortization of bond premiums                                            (8,758)                         --
   Accretion of note discounts                                               6,507                          --
   Payments on film liabilities                                            (12,527)                    (13,262)
   (Recognition) deferral of deferred income                                 3,509                        (914)
   (Gain) loss on disposal of assets                                      (128,953)                      4,777
   Gain on sale of other investments                                       (22,930)                    (21,047)
   Equity (loss) in earnings of nonconsolidated affiliates                  (2,950)                     (5,611)
   Payments from nonconsolidated affiliates, net                             2,193                       1,807
   Charitable donation of treasury shares                                    4,102                          --
   Increase minority interest                                                1,503                         127

Changes in operating assets and liabilities:
   (Increase) decrease accounts receivable                                 (62,916)                    (27,989)
   (Decrease) increase accounts payable, accrued expenses and other       (102,633)                    (13,489)
   Increase (decrease) accrued interest                                     (6,138)                      4,218
   Increase (decrease) accrued income and other taxes                      (10,924)                      5,371
                                                                       ------------              -------------
   Net cash provided by operating activities                               308,699                     216,194
</TABLE>




                                                                   Page 6 of 25


<PAGE>



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

<TABLE>
<CAPTION>

                                                                                Nine Months Ended
                                                                     September 30,                September 30,
                                                                         1999                         1998

Cash flows from investing activities:

<S>                                                                  <C>                         <C>
   Increase in restricted cash                                       $    (113,470)              $          --
   Increase in notes receivable - net                                           --                     (18,302)
   Increase in investments in and advances to
      nonconsolidated affiliates - net                                     (26,414)                    (93,020)
   Purchases of investments                                                (87,103)                    (42,931)
   Proceeds from sale of investments                                        29,659                      29,184
   Purchases of property, plant and equipment                             (127,516)                    (78,876)
   Proceeds from disposal of assets                                        211,187                       5,692
   Acquisition of broadcasting assets                                     (136,655)                   (204,453)
   Acquisition of outdoor assets                                          (799,444)                 (1,047,851)
   Increase in other intangible assets                                      (5,061)                    (12,555)
   (Increase) decrease in other-net                                         (9,219)                     24,974
                                                                     -------------               -------------

   Net cash used in investing activities                                (1,064,036)                 (1,438,138)


Cash flows from financing activities:
   Proceeds from issuance of long-term debt                              1,880,338                   2,130,143
   Payments on long-term debt                                           (1,667,939)                 (2,035,236)
   Payments of current maturities of long-term debt                         (3,528)                       (586)
   Proceeds from exercise of stock options                                  79,729                       7,899
   Proceeds from issuance of common stock                                  512,917                     577,250
   Proceeds from issuance of convertible debt                                   --                     566,009
                                                                      ------------                ------------

   Net cash provided by financing activities                               801,517                   1,245,479


   Net increase in cash and cash equivalents                                46,180                      23,535

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

   Cash and cash equivalents at end of period                        $      82,678                $     48,192
                                                                     =============                ============


                 See Notes to Consolidated Financial Statements

                                                                   Page 7 of 25
</TABLE>


<PAGE>



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

Note 1:  PREPARATION OF INTERIM FINANCIAL STATEMENTS

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

Note 3:           RECENT DEVELOPMENTS

On October 2, 1999,  the Company  entered into a  definitive  agreement to merge
with AMFM Inc. (AMFM). This merger will create the worlds largest out-of-home
media  entity.  After  anticipated  divestitures  required  to  gain  regulatory
approval,  the combined company will own or program  approximately  830 domestic
radio  stations.  This  merger  is  structured  as a  tax-free,  stock-for-stock
transaction.  Each share of AMFM common stock will be exchanged  for 0.94 shares
of the Companys common stock, valuing the merger at approximately $17.1 billion
plus the  assumption  of AMFMs  debt.  Consummation  of this  merger,  which is
subject to  regulatory  approval  and various  closing  conditions,  is expected
during the second half of 2000.

On July 1, 1999 the  Company  closed its merger  with Dame  Media,  Inc.  (Dame
Media).  Pursuant  to  the  terms  of  the  agreement,  the  Company  exchanged
approximately  954.1  thousand  shares  of its  common  stock  for  100%  of the
outstanding  stock of Dame Media.  In addition the Company assumed $32.7 million
of long term debt,  which was  immediately  refinanced  utilizing  the  domestic
credit facility.  Dame Medias operations include 21 radio stations in 5 markets
located in New York and  Pennsylvania.  The Company  consolidated the assets and
liabilities of Dame Media as of September 30, 1999 and began  consolidating  the
results of operations on July 1, 1999.

On June 11, 1999 the Company  acquired a 50.5%  equity  interest in Dauphin OTA,
(Dauphin) a French company engaged in outdoor advertising.  In August 1999 the
Company completed its tender offer for all the remaining shares outstanding.  At
the date of this  report,  over 99% of the shares have been  surrendered  for an
aggregate cost of approximately  $461.7 million.  Dauphins  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  $438.9 million,  which is being amortized
over 25 years  on a  straight-line  basis.  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 began consolidating the results of operations on
July 1, 1999.

<PAGE>
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  Companys  common  stock or
approximately  60.9 million  shares  valued at $4.2  billion.  In addition,  the
Company assumed approximately $1.4 billion of Jacors long-term debt, as well as
Jacors 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 Companys
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 Companys common stock. The Company  refinanced  $850.0 million of
Jacors  long-term debt at the closing of the merger using the Companys  credit
facility.  Subsequent to the merger,  the Company  tendered an additional  $22.1
million of Jacors  long-term  debt.  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.  This merger has been  accounted  for as a purchase
with resulting goodwill of approximately $3.3 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 Companys financial statements beginning May 4, 1999.

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  Companys
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.

In thousands of dollars


Restricted cash resulting from Clear Channel divestitures             $ 201,500
Restricted cash purchased in Jacor Merger                                83,000
Restricted cash from disposition of assets held in trust                  4,300
Restricted cash used in acquisitions                                   (177,872)
Other changes to restricted cash                                          2,542
                                                                      ---------
Restricted cash balance at September 30, 1999                         $ 113,470


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

                                                                   Page 8 of 25


<PAGE>



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

                                              1999                       1998
                                              ----                       ----

           Net revenue                     $ 2,195,115             $  1,837,938
           Net income (loss)               $   117,476             $   (101,072)
           Net income (loss) per share:
               Basic                       $       .34             $       (.31)
               Diluted                     $       .33             $       (.31)

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,  Jacor,  Dauphin  and Dame Media
occurred at the beginning of 1998,  nor is it  indicative  of future  results of
operations.  The Company had other acquisitions  during the first nine months of
1999 and during 1998, the effects of which,  individually  and in the aggregate,
were not material to the Companys consolidated financial position or results of
operations.

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 Companys 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 Companys 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 Companys credit facility.

On November 12, 1999 the Company  launched a tender offer for any and all of its
10.125% Senior  Subordinated Notes due June 15, 2006; 9.75% Senior  Subordinated
Notes due December 15, 2006; 8.75% Senior  Subordinated Notes due June 15, 2007;
and 8.0% Senior  Subordinated  Notes due  February  15,  2010.  The tender offer
expires at 11:59 p.m. EST on December 10, 1999.


                                                                   Page 9 of 25


<PAGE>



Note 4            SEGMENT DATA
<TABLE>
<CAPTION>

In thousands of dollars

                                                    Nine Months Ended                    Three Months Ended
                                             September 30,     September 30,        September 30,     September 30,
                                                 1999              1998                 1999              1998
                                               --------         ---------             ---------         --------
Net revenue
<S>                                        <C>                <C>                  <C>               <C>
   Broadcasting                            $    946,988       $   462,461          $    447,652      $   159,315
   Outdoor                                      843,647           447,094               348,505          226,570
                                           ------------       -----------          ------------      -----------
Consolidated                               $  1,790,635       $   909,555          $    796,157      $   385,885

Operating expenses
   Broadcasting                            $    572,467       $   272,372          $    273,528      $    92,442
   Outdoor                                      524,704           245,190               222,272          135,778
                                           ------------       -----------          ------------      -----------
Consolidated                               $  1,097,171       $   517,562          $    495,800      $   228,220

Depreciation and Amortization
   Broadcasting                            $    224,758       $    79,956          $    119,005      $    27,509
   Outdoor                                      248,896           121,466                89,622           60,473
                                           ------------       -----------          ------------      -----------
Consolidated                               $    473,654       $   201,422          $    208,627      $    87,982

Operating income
   Broadcasting                            $    123,524       $    96,187          $     45,098      $    33,722
   Outdoor                                       51,701            68,645                30,378           24,001
                                           ------------       -----------          ------------      -----------
Consolidated                               $    175,225       $   164,832          $     75,476      $    57,723

Total identifiable assets
   Broadcasting                            $ 11,593,181       $ 4,243,241          $ 11,593,181      $ 4,243,241
   Outdoor                                    4,848,709         3,018,044             4,848,709        3,018,044
                                           ------------       -----------          ------------      -----------
Consolidated                               $ 16,441,890       $7,261,285           $ 16,441,890      $ 7,261,285
</TABLE>

Net  revenue  of  $346,773  and  $172,798  for the nine and three  months  ended
September 30, 1999,  respectively,  and  identifiable  assets of $1,242,843  and
$730,340 as of September  30, 1999 and 1998,  respectively,  are included in the
data above and were derived from the Companys foreign operations.

                                                                  Page 10 of 25


<PAGE>



Item 2. MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Results of Operations

Comparison  of Three and Nine Months Ended  September 30, 1999 to Three and Nine
Months Ended September 30, 1998.
<TABLE>
<CAPTION>

(In thousands of dollars, except per share data)
                               Nine Months               As-Reported                Pro Forma
                             Ended Sept. 30,             % Increase                % Increase
   Consolidated          1999             1998           (Decrease)                (Decrease)
   ------------          ----             ----           ----------                ----------
<S>                  <C>               <C>                   <C>                       <C>
Net revenue          $ 1,790,635       $   909,555           96.9%                     19.4%
Operating expenses     1,097,171           517,562          112.0%                     18.6%
Depreciation and
  amortization           473,654           201,422          135.2%                     25.3%
Operating income         175,225           164,832            6.3%                     10.5%
Interest expense         132,932            94,555           40.6%
Net income                95,288            44,990          111.8%
Net income per share:
    Basic             $      .31       $       .19           63.2%
    Diluted           $      .31       $       .19           63.2%


                              Three Months               As-Reported                Pro Forma
                             Ended Sept. 30,             % Increase                % Increase
   Consolidated          1999             1998           (Decrease)                (Decrease)
   ------------          ----             ----           ----------                ----------
Net revenue          $   796,157       $   385,885          106.3%                     21.3%
Operating expenses       495,800           228,220          117.2%                     20.6%
Depreciation and
  amortization           208,627            87,982          137.1%                     30.4%
Operating income          75,476            57,723           30.8%                     11.1%
Interest expense          54,090            40,822           32.5%
Net income                 1,523            11,502          (86.8%)
Net income per share:
    Basic             $      .00       $       .05         (100.0%)
    Diluted           $      .00       $       .05         (100.0%)

</TABLE>


The  majority  of the growth in the as  reported  net  revenue  and  operating
expenses  for  the  nine  months  ended  September  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, Jacor Communications, Inc. (Jacor)
in May 1999 and Dame Media,  Inc.  (Dame Media) and Dauphin OTA (Dauphin) in
July 1999.  The  majority  of the growth in the as  reported  net  revenue and
operating  expenses for the three months ended September 30, 1999 was due to the
acquisitions of Jacor in May 1999, Dame Media in July 1999 and Dauphin in August
1999. In addition to the assets acquired through the above listed  acquisitions,
the Company divested 12 radio stations,  acquired 25 radio stations and acquired
58,419  outdoor  display faces during the first nine months of 1999, the effects
of which,  individually and in the aggregate, were not material to the Companys
consolidated financial position or results of operations.

The majority of the increase in as reported  depreciation and amortization was
primarily  due  to  the  acquisition  of  the  tangible  and  intangible  assets
associated with the above-mentioned  business combinations.  The majority of the
increase  in  operating  income  for the nine  months  and  three  months  ended
September 30 was due to improved  operations  during the third  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 for the nine months ended  September 30 was due to a $136.9  million gain
realized  during the second quarter of 1999 relating to the sale of stations the
Company was required to divest by  governmental  directives  regarding the Jacor
merger.  The  majority of the  decrease in net income for the three months ended
September 30 was due to the  increased  depreciation  and  amortization  expense
associated with the above mentioned business combinations.

<PAGE>

Pro forma  presentation  referred to above assumes the acquisition and/or merger
of Universal,  More Group, Jacor,  Dauphin and Dame Media occurred on January 1,
1998. Pro forma net revenue  increased due to improved  advertising rates in the
broadcasting segment.  Excluding the effect of acquisitions made during the last
twelve months, the broadcasting segment experienced a 9.1% and 10.3% increase in
net revenues  during the nine months and three months ended  September 30, 1999,
respectively,  as compared to the same periods in 1998.  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  was  due to  improved  operations  within  the
broadcasting segment.  Excluding the effect of acquisitions made during the last
twelve months, the broadcasting  segment  experienced a 14.4% and 17.6% increase
in operating  income during the nine months and three months ended September 30,
1999, respectively, as compared to the same periods of 1998.

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 equity and debt offerings,  and other
borrowings.  As of September 30, 1999 and December 31, 1998, the Company had the
following debt outstanding:
<TABLE>
<CAPTION>

                                                               (In millions of dollars)
                                                     September 30, 1999         December 31, 1998
         <S>                                            <C>                        <C>
         Credit facility - domestic                     $  1,818.8                 $  1,007.5
         Credit facility - multi-currency                    245.0                         --
         Credit facility - international                     110.8                      103.7
         Senior convertible notes                            575.0                      575.0
         Liquid Yield Option Notes                           487.1                         --
         Long-term bonds                                   1,145.5                      600.0
         Other borrowings                                     62.7                       45.4
                                                        ----------                 ----------
         Total                                          $  4,444.9                 $  2,331.6
                                                        ==========                 ==========
</TABLE>

In  addition,  the  Company  had $82.7  million  in  unrestricted  cash and cash
equivalents  on hand at September 30, 1999.  The Company also had $113.5 million
in restricted  cash on hand at September 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  Companys  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
$1.8 billion is  outstanding  and,  taking into account other letters of credit,
$164.5 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  $720.8  million  and drew down $1.5
billion.

<PAGE>

Multi-Currency:   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.  At September  30, 1999,  the Company had
$245.0 million  outstanding and $755.0 million  available for future  borrowings
under this facility.

International:  The Company has a(pound)100  million,  or  approximately  $164.2
million,  revolving  credit facility with a group of international  banks.  This
international   credit   facility  allows  for  borrowings  in  various  foreign
currencies, which are used to hedge net assets in those currencies. At September
30, 1999,  approximately $53.4 million,  was available for future borrowings and
$110.8 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
September 30, 1999, interest rates varied from 3.25% to 7.40%.

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 an  aggregated  fair  value of $490.1
million.  Each  LYON  has a  principal  amount  at  maturity  of  $1,000  and is
convertible,  at the option of the holder,  at any time on or prior to maturity,
into the  Companys  common stock at a conversion  rate of 7.227 shares per LYON
and 15.522 shares per LYON for the 2018 and 2011 issues, respectively. The LYONs
aggregated balance at September 30, 1999 was $487.1 million.

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  redeemed $22.1 million of the
senior subordinated notes.

On November 12, 1999 the Company  launched a tender offer for any and all of its
10.125% Senior  Subordinated Notes due June 15, 2006; 9.75% Senior  Subordinated
Notes due December 15, 2006; 8.75% Senior  Subordinated Notes due June 15, 2007;
and 8.0% Senior  Subordinated  Notes due  February  15,  2010.  The tender offer
expires at 11:59 p.m. EST on December 10, 1999.

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  Companys  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 Companys credit facility.

Jacor Purchase:
On May 4, 1999, the Company closed its merger with Jacor.  Pursuant to the terms
of the  agreement,  each share of Jacor common stock was exchanged for 1.1573151
shares of the Companys common stock or approximately 60.9 million shares valued
at $4.2 billion. In addition,  the Company assumed approximately $1.4 billion of
Jacors  long-term  debt,  as well as Jacors  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 Companys  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
Companys  common  stock.  The  Company  refinanced  $850.0  million  of Jacors
long-term debt at the closing of the merger using the Companys credit facility.
Subsequent to the merger,  the Company  tendered an additional  $22.1 million of
Jacors  long-term debt.  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.

<PAGE>

Dame Media Purchase:
On July 1, 1999 the Company  closed its merger with Dame Media.  Pursuant to the
terms of the  agreement,  the Company  exchanged  approximately  954.1  thousand
shares of its common stock for 100% of the  outstanding  stock of Dame Media. In
addition  the  Company  assumed  $32.7  million  of long  term  debt,  which was
immediately refinanced utilizing the domestic credit facility.

Dauphin Purchase:  On June 11, 1999 the Company acquired a 50.5% equity interest
in Dauphin a French company engaged in outdoor  advertising.  In August 1999 the
Company completed its tender offer for all the remaining shares outstanding.  At
the date of this  report,  over 99% of the shares have been  surrendered  for an
aggregate cost of approximately $461.7 million.

Other:
During the first nine months of 1999, in addition to the  acquisitions  of Jacor
and Dame  Media,  the  Company  divested  the  broadcasting  assets  of 12 radio
stations in 3 markets  receiving  proceeds of $205.8 million in connection  with
Jacor merger and governmental  directives.  The proceeds from these divestitures
are being held in restricted trusts until suitable replacement properties can be
identified and purchased.  The following table details the reconciliation of the
divestiture and acquisition activity
in the restricted trust accounts.

In thousands of dollars

Restricted cash resulting from Clear Channel divestitures            $  201,500
Restricted cash purchased in Jacor Merger                                83,000
Restricted cash from disposition of assets held in trust                  4,300
Restricted cash used in acquisitions                                   (177,872)
Other changes in restricted cash                                          2,542
                                                                     ----------
Restricted cash balance at September 30, 1999                        $  113,470

The Clear Channel and Jacor divestiture  proceeds have been used to purchase the
broadcasting  assets of 16 radio stations in 8 domestic markets.  In addition to
the above  mentioned  broadcast  acquisitions,  the  Company has  purchased  the
broadcasting  assets  of 7 radio  stations  in 3  domestic  markets  and 2 radio
stations in 2 international markets.

In  addition  to  the   acquisition   of  Dauphin,   the  Company  has  acquired
approximately 779 additional outdoor faces in 23 domestic markets, 1,375 display
faces located in malls throughout the U.S. and 56,265  additional  display faces
in 9 international markets for a total of $337.7 million.

In addition, the Company purchased capital equipment totaling $127.5 million.

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

<PAGE>

The ratio of earnings to fixed charges is as follows:

    9 Months ended
     September 30,                               Year Ended
  ------------------         ---------------------------------------------------
  1999          1998         1998       1997        1996       1995         1994
  ----          ----         ----       ----        ----       ----         ----
  2.32          1.91         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
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 Companys  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.

Based on 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
Companys  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 completed the  identification  and assessment  process and
substantially  completed the remediation,  testing and  implementation  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  customers   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  micro
controllers  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 September 30, 1999,  approximately  90% of
all essential  computers related to broadcast or studio  equipment,  one hundred
percent  (100%)  of all  essential  financial  based  computers  and  98% of all
advertising inventory management software was Year 2000 compatible.

Furthermore, 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 those  non-compliant
vendors,  the  Company  has  installed  inventory  management  software  from  a
compliant vendor. All of the outdoor advertising  inventory  management software
is currently being upgraded and has received manufacturer  assurances that it is
Year  2000  compliant.  The  Company  expects  that  remaining  remediation  for
advertising  inventory  management  will be complete by December 31,  1999.

<PAGE>

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 93% compliant as of
September 30, 1999 and is anticipated to be 100% compliant by December 31, 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.

The Company  believes  its efforts  will  provide a  reasonable  assurance  that
material   disruptions  will  not  occur  due  to  internal  failure.   However,
disruptions  could  occur as a result of  failures  by  external  agents  (third
parties) with which the Company does business,  specifically,  telecommunication
companies and utilities.  Interruption of such services,  in managements  view,
could materially  impact the operation of the Company.  The Company continues to
survey these external agents to their state of Year 2000  readiness,  but has no
means of ensuring that external agents will be Year 2000 ready.

Furthermore,  the Companys international operations may be impacted directly or
through   adverse   general   economic   conditions  in  countries   whose  core
infrastructures such as energy, water, telecommunications and transportation are
affected by the Year 2000 issue.  The Senate Special  Committee on the Year 2000
Technology Problem issued The 100 Day Report,  September 22, 1999, that included
a list of countries assessed as having a high risk of Y2K-related failures.  The
countries  identified as posing extreme risk by the  International  Monitoring
consultancy  and the Special  Committee in which the Company has operations are:
Russia,  Italy and Taiwan. The effect of non-compliance by external agents or by
non-compliant infrastructures in foreign countries is undeterminable. Therefore,
the Company cannot provide any assurance that there will not be an effect on the
Companys business,  financial  condition,  cash flows and operations due to the
Year 2000 issue.

In the ordinary course of business, the Company acquired 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 1999 and 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 $4,000,000 plus or minus 10%.
Of this cost,  approximately  15% will be  expensed as  modification  or upgrade
costs with the remaining costs being capitalized as new hardware or software. As
of September  30, 1999,  approximately  $490,000 has been charged to expense and
$3,500,000  capitalized as a result of expenditures.  Sources of funds for these
expenditures  have been supplied  through cash flow  generated  from  operations
and/or available  borrowings from the Companys  credit facility.  The Companys
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.  In the event that the Company does not complete
the remaining phases of its Year 2000 plan, 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.

<PAGE>

Risks Regarding Forward Looking Statements

Except  for  the   historical   information,   this  report   contains   various
forward-looking  statements  which  represent  the Companys  expectations  or
beliefs concerning future events,  including the future levels of cash flow from
operations. The Company cautions that these forward-looking statements involve a
number of risks and  uncertainties and are subject to many variables which could
have an adverse effect upon the Companys financial performance. These variables
include  economic  conditions,  the  ability  of the  Company to  integrate  the
operations of 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  Companys
SEC filings.  Actual  results in the future could differ  materially  from those
described in the forward-looking statements.


                                                                  Page 11 of 25


<PAGE>




Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

At September 30, 1999, approximately 49.7% of the Companys long-term debt bears
interest at variable rates.  Accordingly,  the Companys  earnings and after tax
cash flow are affected by changes in interest rates.  Assuming the current level
of borrowings at variable  rates and assuming a two  percentage  point change in
the first nine months of 1999 average interest rate under these  borrowings,  it
is estimated that the Companys first nine months of 1999 interest expense would
have changed by $44.1 million and that the  Companys  first nine months of 1999
net income  would  have  changed  by $28.7  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 $688.6 million of its current  borrowings.  These agreements expire from
October 1999 to December 2000.  The fair value of these  agreements at September
30, 1999 and  settlements of interest  during the first nine months of 1999 were
not material.

Equity Price Risk

The carrying  value of the  Companys  available-for-sale  equity  securities is
affected by changes in their quoted market  prices.  It is estimated  that a 20%
change in the market  prices of these  securities  would change  their  carrying
value at September 30, 1999 by $39.6 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
Companys  financial  results  could be affected  by factors  such as changes in
foreign  currency  exchange  rates or weak  economic  conditions  in the foreign
markets  in which the  Company  has  operations.  To  mitigate  a portion of the
exposure  to risk of  currency  fluctuations  throughout  Europe and Asia to the
British pound, the Company has a natural hedge through  borrowings in some other
currencies.  This hedge position is reviewed  monthly.  The Company maintains no
derivative   instruments  to  mitigate  the  exposure  to   translation   and/or
transaction  risk.  However,  this does not  preclude  the  adoption of specific
hedging strategies in the future.  The Companys foreign  operations  reported a
loss of $42.4 million for the first nine 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 nine months of 1999 by $2.1 million.





<PAGE>



Part II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits.  See Exhibit Index on Page 21
     (b)  Reports on Form 8-K
            Filing    Date     Items Reported     Financial Statements Reported

            8-K/A    8/18/99   Item 2.  Business             None
                               acquisition of Dauphin
                               on 6/11/99.


Signatures

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

                                             CLEAR CHANNEL COMMUNICATIONS, INC.




November 15, 1999                            /s/  Herbert W. Hill, Jr.
                                             Herbert W. Hill, Jr.
                                             Senior Vice President and
                                             Chief Accounting Officer



<PAGE>



                                INDEX TO EXHIBITS
                                 Exhibit Number

Description

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

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

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

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

3.3  Amendment  to the  Companys  Articles of  Incorporation  (incorporated  by
     reference to the exhibits to the  Companys  Quarterly  Report on Form 10-Q
     for the quarter  ended  September 30,  1998).  3.4 Second  Amendment to the
     Companys  Articles of  Incorporation  (incorporated  by  reference  to the
     exhibits  to the  Companys  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1999).

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

4.2  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 Companys 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 Companys  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 Companys
    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 Companys  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  Companys 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 (incorporated by
     reference to the exhibits to the Companys Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1998).

<PAGE>

10.1 Employment Agreement by and between Clear Channel Communications, Inc. and
     L. Lowry Mays dated October 1, 1999.

10.2 Employment Agreement by and between Clear Channel Communications, Inc. and
     Mark P. Mays dated October 1, 1999.

10.3 Employment Agreement by and between Clear Channel Communications, Inc. and
     Randall T. Mays dated October 1, 1999.

11   Statement re: Computation of Per Share Earnings.

12   Statement re: Computation of Ratios.

27.1 Financial Data Schedule at September 30, 1999

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