<PAGE>
                                                                        
                      
     SECURITIES AND EXCHANGE COMMISSION
           Washington, D.C. 20549

                 FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
    The Securities Exchange Act of 1934

For the fiscal year ended December 31, 1995 Commission File No. 1-8283


              Citicasters Inc.

Incorporated under the                  IRS Employer
   laws of Florida            Identification No. 59-2054850

           One East Fourth Street
          Cincinnati, Ohio  45202
           Phone: (513) 562-8000


Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class                   Quoted On    
Common Stock, $.01 par value          NASDAQ/NMS

Other securities for which reports are submitted pursuant to Section
15(d) of the Act:   9-3/4% Series B Senior Subordinated Notes due
December 15, 2004.
                              

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and need
not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.  [X]

     Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13, or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.   Yes  X     No     

     As of March 1, 1996, there were 20,007,552 shares of Common
Stock outstanding.  The aggregate market value of Common Stock held by
non-affiliates of the Registrant at March 1, 1996, was approximately
$262.5 million (based on non-affiliated holdings of 9,012,497 shares and
a market price of $29.125 per share). 

                              

    Documents Incorporated by Reference:

     Proxy Statement for the 1996 Annual Meeting of Shareholders
(portions of which are incorporated by reference in Part III hereof).

<PAGE>
<TABLE>
                        CITICASTERS INC.
                     INDEX TO ANNUAL REPORT
                          ON FORM 10-K
<CAPTION>

                                                                           Page
<S>       <C>                                                              <C>
Part I
Item 1    -    Business                                                      1
Item 2    -    Properties                                                    6
Item 3    -    Legal Proceedings                                             * 
Item 4    -    Submission of Matters to a Vote of Security Holders           * 

Part II
Item 5    -    Market for Registrant's Common Equity and Related
                 Stockholder Matters                                         7
Item 6    -    Selected Financial Data                                       8
Item 7    -    Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                         9
Item 8    -    Financial Statements and Supplementary Data                  12
Item 9    -    Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure                         *

Part III
Item 10   -    Directors and Executive Officers of the Registrant                12
Item 11   -    Executive Compensation                                       12
Item 12   -    Security Ownership of Certain Beneficial Owners and
                 Management                                                 12
Item 13   -    Certain Relationships and Related Transactions               12

Part IV
Item 14   -    Exhibits, Financial Statement Schedules and Reports
                 on Form 8-K                                               S-1



*  The response to this Item is "none."
</TABLE>

<PAGE> 1


                   PART I

                   ITEM 1

                  Business


Introduction

     Citicasters Inc. is a holding company engaged in the ownership
and operation of radio and television stations and derives substantially
all of its revenue from the sale of advertising time.  Its address is
One East Fourth Street, Cincinnati, Ohio  45202 and its telephone number
is (513) 562-8000.  American Financial Group, Inc. ("American
Financial") and its Chairman, Carl H. Lindner, owned approximately 55%
of Citicasters' common stock at March 1, 1996.  Citicasters Inc.'s
operations are conducted through its principal subsidiary, Citicasters
Co.

     During June 1995, Citicasters acquired its second FM station in
Portland (KKCW) for $30 million.  During August 1995, Citicasters
acquired a second FM radio station in Tampa (WTBT) for $5.5 million. 
The purchase price for WTBT-FM could increase to $8 million depending on
the satisfaction of certain conditions.  Citicasters began operating
WTBT-FM during March 1995.

     During January 1996, Citicasters acquired two additional FM
radio stations (WHOK and WLLD) and an additional AM radio station (WLOH)
in Columbus for $24 million.

     On February 12, 1996, Citicasters and Jacor Communications,
Inc., entered into a "merger agreement" ("Merger Agreement") by which
Jacor will acquire Citicasters.  Under the Merger Agreement, for each share
of Citicasters' stock, Jacor will pay cash of $29.50 plus a five-year warrant
to purchase approximately .2 shares of Jacor Common Stock at
$28 per share.  If the closing occurs after September 1996
the exercise price of the warrant would be reduced to $26 per share and
the per share cash price would increase at the rate of $.2215 per month. 
American Financial and certain of its affiliates have agreed to execute
irrevocable consents in favor of the Jacor transaction on March 13,
1996.  The closing of the transaction is conditioned on, among other
things, receipt of FCC and other regulatory approvals.

<PAGE> 2

General
     At March 1, 1996, Citicasters owned and operated fourteen FM
radio stations, five AM radio stations and two network-affiliated
television stations in eight markets.  The following tables give the
location and market information for these stations:
<TABLE>
<CAPTION>

                                       Radio Stations
                                                   
    Market and           Station                            Stations
     Revenue             Call           Station Rank(b)     in  
     Rank (a)            Letters        12+   18-34  25-54  Market  Format       
<S>                <C>   <C>            <C>   <C>    <C>    <C>     <C>
Atlanta, GA         10   WKLS-FM        9     4      6      23      Album Oriented Rock
Phoenix, AZ         17   KSLX-FM        10    6      5      32      Classic Rock
Phoenix, AZ         17   KOPA-AM        n/m   n/m    n/m    32      Classic Rock
Tampa, FL           21   WXTB-FM        5     2      5      27      Album Oriented Rock
Tampa, FL           21   WTBT-FM        15    10     12     27      Classic Rock
Cincinnati, OH      20   WKRQ-FM        5     3      7T     22      Contemporary Hits 
Cincinnati, OH      20   WWNK-FM        10    8      9      22      Adult Contemporary
Portland, OR        23   KKCW-FM        6     8      1T     30      Adult Contemporary
Portland, OR        23   KKRZ-FM        5     1      12     30      Contemporary Hits
Portland, OR        23   KEX -AM        3     13     9      30      Adult Contemporary
Sacramento, CA      25   KSEG-FM        9     8T     7      23      Classic Rock
Sacramento, CA      25   KRXQ-FM        13T   7      13     23      Album Oriented Rock
Columbus, OH        28   WLVQ-FM        6     4      4      23      Album Oriented Rock
Columbus, OH        28   WTVN-AM        3     13     7      23      Adult Contemporary
Columbus, OH        28   WHOK-FM        7T    8T     9      23      Country
Columbus, OH        28   WLLD-FM        12    8T     12T    23      Country
Columbus, OH        28   WLOH-AM        n/m   n/m    n/m    23      News
Kansas City, MO     32   KYYS-FM        10    5      6      25      Album Oriented Rock
Kansas City, MO     32   WDAF-AM        1     14     10     25      Country

(a)  Rankings derived from Duncan's Radio Market Guide by
     James Duncan, Jr., 1995 edition.

(b)  Rankings for Metro Area, 6am-midnight, Monday-Sunday. 
     All persons aged 12 and over, Adults aged 18-34 and
     Adults aged 25-54.  Source:  Arbitron Radio Market
     Report, Fall 1995.  "T" = tied.

n/m  Separate rating not meaningful.  The station is
     operated in conjunction with the related FM station.
</TABLE>
<TABLE>
<CAPTION>
                                   Television Stations

                           TV                 Station Rank(a)    Commercial   Cable
    Market and        Households   Station    TV      Adults   Stations In   Sub-       Network
  National Market       In DMA       Call     House-   Aged        Market     scriber-   Affili-
     Rank (a)          (000's)     Letters   holds    25-54     VHF   UHF    ship        ation 
<S>                     <C>        <C>        <C>      <C>       <C>    <C>   <C>        <C>
Tampa, FL       15      1,395      WTSP        2        4        2      8     70%        CBS     
Cincinnati, OH  29        793      WKRC        3        1T       3      2     61%        ABC(b)  

(a)  Rankings for Designated Market Area ("DMA"), 6:00 a.m.
     to 2:00 a.m., Sunday-Saturday for "TV Households" and
     "Adults aged 25-54."  "T" = tied.  The source of
     market information is the Nielsen Station Index,
     November 1995.

(b)  This station is scheduled to switch its network
     affiliation to CBS in June 1996.
</TABLE>

<PAGE> 3

     Substantially all of Citicasters' broadcast revenues come from
the sale of advertising time to local and national advertisers.  Local
advertisements are sold by each station's sales personnel and national
spots are sold by independent national sales representatives. 
Citicasters' television and radio stations compete for revenues with
other stations in their respective signal coverage areas as well as with
all other advertising media.  Advertising revenues are significantly
affected by economic conditions on both the national and local level.

     Citicasters' AM radio stations offer their listeners a range of
programs including news, music, discussion, commentary and sports. 
Citicasters' FM radio stations offer primarily album oriented rock,
classic rock and contemporary hit music programming designed to appeal
to a more youthful audience.  Companies that operate radio stations must
always be alert to the possibility of another station changing its
programming format to compete directly for listeners and advertisers. 
If another station converts to a format similar to that of one of
Citicasters' radio stations in the same market, the result could be
lower ratings and advertising revenue, increased promotion and other
expenses and consequently lower operating results.

     Citicasters' television stations receive a significant portion
of their programming from their respective networks; the networks sell
commercial advertising time within such programming.  The competitive
position of the stations is directly affected by viewer acceptance of
network programs.  In recent years, the national audience shares
obtained by the networks declined as a result of increased competition
from cable television networks and other competing program sources.  As
of 1991, these declines began to diminish and it is expected that
significant declines will not occur during the next several years.  The
non-network programs broadcast by the stations are either produced by
the stations or acquired from other sources.  Locally originated
programs include a wide range of show types such as news, sports,
entertainment, public affairs and religious programs.

     Broadcast stations also compete for audience with other forms of
home entertainment, such as cable television, pay television systems of
various types and home video and audio recordings.  These competing
services, which have the potential of providing improved signal
reception or increased home entertainment selection, have experienced
rapid growth in recent years.  The major competing television services
today are provided by a large number of advertiser-supported and pay
cable television networks.  Cable subscribership presently exceeds 60%
of television households in the United States and is not expected to
grow beyond 65% within the next several years.  There are other related
forms of home entertainment which, with continued technological advances
or regulatory changes, can be expected to become increasingly
competitive with Citicasters' broadcast properties.  In addition, recent
statutory changes brought on by passage of the Telecommunications Act of
1996 (the "1996 Act") may affect the competition faced by Citicasters. 
For example, telephone companies will, in the future, be permitted to
deliver video services to homes in their telephone service areas, either
as cable operators or on a common carrier basis.  Telephone companies
will therefore be able to compete directly with presently existing cable
systems.

Regulation

     Citicasters' business is subject to various federal and state
laws and regulations which can affect the profitability of operations. 
Citicasters' television and radio broadcasting operations are subject to
the jurisdiction of the FCC under the Communications Act of 1934, as
amended.  Among other things, FCC regulations govern issuance, renewal
and transfer of licenses which are necessary for operation of television
and radio stations, the ownership of such licenses by aliens, and
ownership limitations with respect to such licenses.  Upon application,
and in the absence of adverse findings as to the licensee's
qualifications, such licenses are currently renewed without hearing for
regular terms of five years for television stations and seven years for
radio stations.  Under the 1996 Act, future radio and television license
renewals will normally be granted for eight-year terms.  Representatives
of special interest and minority groups have, in the past, filed
petitions to deny renewal applications of various broadcast stations. 
All of Citicasters' broadcast stations presently operate under regular
renewal authorizations.  A regular renewal application is presently
pending for WKLS-FM in Atlanta.

<PAGE> 4

     Under the 1996 Act, there will be no maximum national ownership
limit on the number of radio or television stations that may be under
common ownership.  The only national ownership limit that will remain
will prohibit common ownership of television stations that would, in the
aggregate, reach more than 35% of U.S. television households.

     The FCC's current television ownership rules, which are being
reexamined in a pending FCC rule making proceeding, limit television
ownership to one station in each market.  Pursuant to the 1996 Act, the
FCC's rules with respect to local radio ownership will be amended to
incorporate the following new limits:

     Number of Radio     Maximum Number of
       Stations in        Commonly Owned
         Market          Stations in Market

     45 or more          Eight, no more than five of which may
                         be AM or FM.   

     30 - 44             Seven, no more than four of which may
                         be AM or FM.   

     15 - 29             Six, no more than four of which may be
                         AM or FM. 

     14 or fewer         Five, no more than three of which may
                         be AM or FM, but no more than 50% of
                         stations in the market.  

     Current FCC regulations also prohibit the ownership of both
radio and television stations in the same geographic market area. 
Pursuant to waivers of those rules granted by the FCC, Citicasters
currently owns both radio and television stations in Cincinnati and
Tampa.  These "one-to-a-market" rules are also being reviewed in a
current FCC rule making proceeding.

     The Congress and FCC may, in the future, consider and adopt new
laws, regulations and policies regarding a wide variety of matters that
could affect, directly or indirectly, the operation, ownership and
profitability for the Company's radio broadcast stations, result in the
loss of audience share and advertising revenues for the Company's radio
and television broadcast stations, and affect the ability of the Company
to acquire additional broadcast stations or finance such acquisitions. 
Such matters include: spectrum use or other fees on FCC licensees;
revision to the FCC's equal employment opportunity rules and other
matters relating to minority and female involvement in the broadcasting
industry; proposals to change rules relating to political broadcasting;
technical and frequency allocation matters; proposals to restrict or
prohibit the advertising of beer, wine and other alcoholic beverages on
radio and/or television; changes in the FCC's cross-interest, multiple
ownership and cross-ownership policies; changes in broadcast technical
requirements; proposals to limit the tax deductibility of advertising
expenses by advertisers; and proposals to auction the right to use the
radio broadcast spectrum to the highest bidder, instead of granting FCC
licenses and subsequent license renewals.


<PAGE> 5

     The FCC is also investigating new methods of "digital" radio
broadcasting.  "Digital Radio" would permit radio transmission and
reception at a level of quality comparable to that afforded by compact
discs, and would be far less subject to interference than present radio
broadcasts.  Present day radio receivers would not be able to receive
digital radio broadcasts because digital radio, in addition to utilizing
different technology, may use totally different transmission frequencies
than used by present radio stations.  As the result of frequency
allocations made by the World Administrative Radio Conference in 1992,
digital radio is expected to be developed initially in the U.S. as a
satellite-delivered system, and in Europe, Canada and Mexico as a
terrestrial system.  If terrestrial digital radio is implemented in the
U.S., it will likely be through the use of "in-band" systems that send
digitalized signals over the frequencies currently used for AM and FM
broadcasting.  Several U.S. industry groups are already experimenting
with the development of such "in-band" technology.  In January 1995, the
FCC allocated frequencies for satellite-delivered digital radio, and in
June 1995, it began a proceeding to develop licensing and other rules
for the service.  In September 1995, the FCC granted one of the
proponents of satellite service a waiver to begin construction prior to
receipt of an authorization.  It is anticipated that delivery of
satellite digital service could begin within the next several years. 
Industry groups are conducting trials of in-band terrestrial service,
which is not expected to be offered to the public before the end of the
century.  The ultimate advent of digital radio broadcasting may affect
the long-term value of Citicasters' radio franchises either positively
or negatively.

     While the FCC relies largely on the interplay of marketplace
forces in lieu of direct government regulation, the FCC continues to
regulate closely some aspects of broadcast station operations.  Examples
of such regulation include equal employment practices, political
broadcast practices and rates, television stations' performance in
providing educational and informational programs for children,
televisions stations' compliance with maximum commercial limits in
children's programs, and compliance with various technical regulations. 
It is also FCC policy to encourage increasing competition among
different electronic communications media.  As a result of rapidly
developing technology, Citicasters' television stations can be expected
to confront increased competition from many other systems by which
information and entertainment are delivered to the home on both a free
and paid basis.  Such competing delivery systems include cable
television, delivery of video services by telephone companies, direct
broadcasting to homes by communications satellites, new low power
television stations authorized by the FCC, pay television delivered to
homes via microwave by "wireless cable" systems, common carriers and
videocassettes.

     Legislation adopted in 1992 affords most television licensees
the right either to have their station's signals carried on local cable
systems ("must-carry") or, alternatively, to require that operators of
local cable systems obtain "retransmission consent" to carry each
television station's signal on cable.  Both of Citicasters' television
stations are presently carried by cable systems in their local service
areas, in most cases pursuant to retransmission consent agreements.  The
stations will be required to make a new election between must-carry and
retransmission consent as to all cable systems in each station's local
television market by October 1, 1996.  Such elections will be effective
for a three-year period beginning January 1, 1997.

     New methods of digital television transmission will make it
technically feasible for television stations to transmit "high
definition television" having greatly improved picture resolution, color
rendition and sound, and wider screen picture.  Alternatively, digital
transmission will permit stations to transmit multiple standard
definition television channels and other non-broadcast materials in the
same amount of frequency space currently used to transmit one current
television signal.  Digital broadcasting will ultimately also permit
consumers to utilize a single reception device for television, computer
data, materials offered via the Internet, and any other form of digital
information.  Because existing television sets cannot receive a digital
signal, however, it will be necessary to transition to a new digital
system by broadcasting digital signals on a second set of television
channels for a period of years, while existing stations continue to
broadcast their present analogue signals on their present channels. 
After the transition is complete, the government intends to reclaim one
set of channels.

<PAGE> 6

     Under the 1996 Act, the FCC would be permitted to allocate
frequency space for the transition to digital television.  If the FCC
does make such an allocation, the 1996 Act provides that the eligibility
to receive the additional transition frequencies will be limited to
existing television licensees; that special fees would be assessed such
licensees with respect to any non-broadcast uses of the frequencies; and
that, under a schedule to be determined by the FCC (and which continues
to be a subject of debate within the government), each broadcaster would
eventually be required to give back to the government one of its two
frequencies.  Notwithstanding these provisions of the 1996 Act, various
members of Congress continue to advocate a present auction of the
transition frequencies, and the FCC has agreed to make no allocation of
transition channels until Congress has had a further opportunity to
review the matter.

     Broadcasters who obtain a second channel for the transition to
digital transmission will be required to make significant capital
investments in order to build and operate a second station in each
market.  Should broadcasters fail to make this additional investment,
they would in the long-term be likely to suffer adverse competitive
effects because cable television, direct broadcast satellites and
distributors of recorded video materials are likely to deliver digital
signals and programs to consumers.  Broadcasters would also suffer
adverse effects were the government to determine that the digital
transition channels must be made available for present auction, or if
the time period permitted for the digital transition process were unduly
short.

Employees

     At December 31, 1995, Citicasters and its subsidiaries employed
approximately 800 full-time employees and 250 part-time employees.




                   ITEM 2

                 Properties

     Citicasters owns both of its television station studios,
buildings and transmission sites.  It owns its radio studios and
buildings in Cincinnati.  All other radio station studios are operated
from leased facilities.  Citicasters owns all of its AM station
transmission sites (other than Phoenix for which the lease expires in
1997) and owns its FM station transmission sites in Cincinnati and
Sacramento.  Citicasters leases its FM station transmission sites in
Atlanta (lease expires in 1998), Columbus (2003), Portland (2001),
Phoenix (2000), Tampa (1996 and 1997) and Kansas City (2004).  In
January 1996, WXTB-FM in Tampa began transmitting from a new tower which
is owned by the Company.

<PAGE> 7

                  PART II

                   ITEM 5

   Market for Registrant's Common Equity
      and Related Stockholder Matters


     On June 8, 1994, the Company changed its name to Citicasters, 
and its trading symbol was changed from "GACC" to "CITI."  Citicasters
Common Stock is traded on the NASDAQ National Market.

     The following table sets forth, for the periods indicated, the
high and low per share sales prices of the Common Stock on the NASDAQ
National Market System adjusted for both of the 3-for-2 stock splits
(which occurred in May and November of 1995).

<TABLE>
<CAPTION>
                                                  High      Low 
     <S>                                          <C>       <C>
     1994:     
       First Quarter ............................ $ 8.17    $ 6.89
       Second Quarter ........................... $ 8.84    $ 6.84
       Third Quarter ............................ $10.00    $ 7.67
       Fourth Quarter ........................... $11.00    $ 8.95

     1995:
       First Quarter ............................ $13.61    $11.00
       Second Quarter ........................... $18.83    $13.56
       Third Quarter ............................ $26.17    $18.33
       Fourth Quarter ........................... $25.25    $19.75
</TABLE>

     At March 1, 1996, there were approximately 1,400 holders of
record of the Company's Common Stock.

     Citicasters paid an annual dividend of $.03 per share during the
fourth quarter of 1995.  No dividends were paid on the Company's Common
Stock during 1994.  The Company's debt instruments contain covenants
which limit the amount of dividends which Citicasters is able to pay on
its Common Stock.  Under the most restrictive provision of Citicasters'
debt covenants, dividends are limited to a maximum of $2.5 million
annually.  Under the Merger Agreement, no dividends may be paid without
the prior consent of Jacor.

<PAGE> 8

                   ITEM 6

          Selected Financial Data

     The following table (in millions except for per share data) sets
forth certain data for the periods indicated and should be read in
conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations":
<TABLE>
<CAPTION>
                                                 Citicasters              Predecessor(a)    
                                          1995       1994    1993     1993    1992    1991
                                    
      <S>                                 <C>        <C>     <C>      <C>     <C>     <C>
      Statement of Operations Data:                                    
      Consolidated net revenues           $136       $197    N/A      $205    $211    $  202 
      Operating income (loss)(b)            37         52    N/A        40    (642)       12 
      Net earnings (loss) from                              
        continuing operations               14         63    N/A       (67)   (613)      (33)
      Net earnings (loss)(c)                14         63    N/A       341    (597)       84 
      Per share data (d)                  $.68      $2.55    N/A        -       -         -   
                                   
      Balance Sheet Data (e):                                    
      Consolidated assets                 $416       $403   $720       N/A    $714    $1,475 
      Consolidated long-term debt          132        122    433       N/A     635       693 
      Minority interest,                               
        preferred stock of                                  
        subsidiary                          -          -      -        N/A     275       251 
      Shareholders' equity                                  
         (deficit)                         160        151    139       N/A    (339)      258 

     (a)  For purposes of this table, the term "Predecessor"
          refers to Great American Communications Company prior
          to its emergence from chapter 11 bankruptcy in December
          1993.

     (b)  The recorded amount of intangible assets as of December
          31, 1992 was reduced by $658 million to reflect the
          carrying value of its broadcasting assets at estimated
          fair value at that time.

     (c)  Net earnings for the year ended December 31, 1993
          includes, as an extraordinary item, a one-time gain of
          $414 million relating to debt discharged in the
          reorganization.
  
     (d)  Per share data are not presented for the Predecessor
          due to the general lack of comparability as a result of
          the reorganization. 

     (e)  Balance sheet data at December 31, 1993 reflects the
          adoption of fresh-start reporting.  The application and
          effects of fresh-start reporting is discussed in more
          detail in Note B to the Financial  Statements.

     N/A - not applicable.
</TABLE>

     As a result of the Company's emergence from bankruptcy and its
adoption of fresh-start reporting as of December 31, 1993, the Balance
Sheet at and after December 31, 1993 and the Statements of Operations
for periods after December 31, 1993 will not be comparable to the
Financial Statements for prior periods included elsewhere herein.  See
Notes to Financial Statements.

<PAGE> 9

                   ITEM 7

    Management's Discussion and Analysis
of Financial Condition and Results of Operations


GENERAL 

     The following discussion should be read in conjunction with the
Financial Statements beginning on page F-1.

LIQUIDITY AND CAPITAL RESOURCES

     Citicasters is a holding company and depends on advances,
dividends and tax allocation payments from its operating subsidiary,
Citicasters Co., to meet its expenditures for administrative expenses
and debt service obligations.  Based upon current levels of Citicasters
Co.'s operations and anticipated growth, it is expected that operating
cash flow will be sufficient to meet expenditures for operations
(including capital expenditures), administrative expenses and debt
service.  Citicasters Co. is permitted to advance funds or pay dividends
to Citicasters Inc. for administrative expenses, borrowing costs and
payment of dividends.  Citicasters' credit agreement provides two credit
facilities:  an acquisition facility of $125 million and a working
capital facility of $25 million.  At March 1, 1996, $26 million had been
drawn under the acquisition facility.

     During January 1996, Citicasters purchased two FM radio stations
and an AM radio station in Columbus for $24 million.  Citicasters
borrowed from its acquisition facility to fund the purchases.  

RESULTS OF OPERATIONS

     The financial results of Citicasters' business are seasonal. 
Revenues are generally higher in the second and fourth calendar quarters
than in the first and third quarters.

     The amount of broadcast advertising time available for sale by
Citicasters' stations is relatively fixed, and by its nature cannot be
stockpiled for later sale.  Therefore, the primary variables affecting
revenue levels are the demand for advertising time, the viewing or
listening audience of the station and the entry of new stations in the
marketplace.  The major variable costs of operation are programming
(news, sports and entertainment), sales costs related to revenues and
promotional costs.  The success of the programming determines the
audience levels and therefore affects revenue.

     Citicasters' management believes that operating income before
depreciation and amortization is helpful in understanding cash flow
generated from its broadcasting operations which is available for debt
service, capital expenditures and taxes, and in comparing operating
performance of Citicasters' broadcast stations to other broadcast
stations.  Operating income before depreciation and amortization is also
a key factor in Citicasters' assessment of station performance. 
Operating income before depreciation and amortization should not be
considered an alternative to net income as an indicator of Citicasters'
overall performance.

     On December 28, 1993, Great American Communications Company
completed its comprehensive financial restructuring through a
prepackaged plan of reorganization under chapter 11 of the Bankruptcy
Code.  Pursuant to generally accepted accounting principles for entities
in reorganization under the bankruptcy code, Great American
Communications Company revalued its assets and liabilities to estimated
fair values upon consummation of the restructuring.  Great American
Communications Company and its subsidiaries are hereafter referred to as
"Predecessor."  See Note B to the Financial Statements.

     The net earnings in 1994 and 1993 include significant non-recurring
transactions including gains from asset sales and debt
refinancing transactions.   The gains realized from asset sales, debt
discharge and debt refinancing transactions totaled $50 million and $408
million in 1994 and 1993, respectively.  Gains from these types of
transactions are not part of normal operations and no assurance can be
given that such transactions will recur in the future or if they recur
that gains will result.

<PAGE> 10
<TABLE>

     Net revenues and operating income are shown below (in thousands):

<CAPTION>
                                                                   Predecessor
                                        1995          1994         1993
<S>                                     <C>           <C>          <C>
Net revenues                  
Television broadcasting:
     Local                              $ 31,485       $ 67,308    $ 73,085
     National                             27,332         56,972     60,027
     Other                                 2,775          6,138       6,464
          Total                           61,592        130,418     139,576
                    
Radio broadcasting:                
     Local                                61,157         54,305      53,704
     National                             13,050         11,666      10,848
     Other                                   615            654       1,040
          Total                           74,822         66,625      65,592
                    
     Total net revenues                  136,414        197,043     205,168
                    
Operating, selling, general                  
  and administrative expenses            (80,929)      (117,718)   (133,070)
                    
Corporate general and                   
   administrative expenses                (4,303)        (4,796)     (3,996)
                    
     Operating income before                 
       depreciation and amortization      51,182         74,529      68,102
                    
Depreciation and amortization            (14,635)       (22,946)    (28,119)
                    
     Operating income                   $ 36,547       $ 51,583    $ 39,983
</TABLE>

               Net revenues and operating income adjusted to
remove the operating results of the four television stations sold in
1994 are shown below (in thousands):

<TABLE>
<CAPTION>
                                       1995           1994        1993
<S>                                    <C>            <C>         <C>
Net revenues
Television broadcasting               $ 61,592        $ 61,750    $ 54,005
Radio broadcasting                      74,822          66,625      65,592
     Total net revenues                136,414         128,375     119,597

Operating, selling, general
  and administrative expenses          (80,929)        (79,950)    (81,199)

Corporate general and
  administrative expenses               (4,303)         (4,796)     (3,996)

       Operating income before
         depreciation and
         amortization                   51,182          43,629      34,402

Depreciation and amortization          (14,635)        (13,005)    (14,260)

       Operating income               $ 36,547        $ 30,624    $ 20,142
</TABLE>

<PAGE> 11

1995 compared to 1994

     Television revenues declined $68.8 million (53%) in 1995
primarily due to the sale of four television stations in 1994. 
Excluding the results of the stations sold, television revenues
decreased slightly.  Revenue increases at the Cincinnati station were
offset by decreases in Tampa where WTSP switched its network affiliation
from ABC to CBS.  Radio revenues increased $8.2 million (12%) in 1995
due to the expanding economy, sales efforts and the acquisition of two
additional FM stations.  Excluding the results of stations purchased
during 1995, radio revenues increased $4 million (6%).

     Costs and expenses decreased $37.3 million (30%) as a result of
the sale of the television stations.  Excluding expenses of the
television stations sold in 1994 and the expenses of the radio stations
acquired in 1995, costs and expenses decreased $2.4 million (3%) in 1995
due to cost controls.

     Operating income declined $15 million (29%) as a result of the
sale of the four television stations in 1994.  Excluding the results of
the television stations sold in 1994 and the radio stations acquired in
1995 operating income increased $5.3 million (17%) due to increases in
net revenue and expense controls.

 1994 compared to 1993

     Television revenues declined $9.2 million (7%) in 1994 due to
the sale of four television stations in September and October 1994. 
Excluding the results of the four television stations sold, television
revenues increased $7.7 million (14%) during 1994.  Revenue increases
were due to several factors including:  the expanding economy's effect
on advertising expenditures; national and local elections; and sales
efforts.  Radio revenues increased $1.0 million (2%) during 1994.  The
results for 1993 include one more FM radio station than for 1994 and,
although the purchase and sale of radio stations in 1994 did not have a
material effect on the consolidated results for 1994, the percentage
increases in revenues and decreases in expenses were affected by these
transactions.  The revenues of the eight FM and four AM stations owned
in both years increased 9.6%.

     Costs and expenses decreased $14.6 million (11%) during 1994 due
primarily to the sale of the four television stations.  Excluding the
results of the four television stations sold, expenses declined 1% as a
result of cost controls and the decrease in the number of FM radio
stations.

     Operating income increased $11.6 million (29%) during 1994
despite the sale of the four television stations.  Excluding the sale of
the four television stations, operating income increased $10.5 million
(52%) during 1994 due to the combination of revenue increases and
expense controls.

Other Income (Expense) Information  Interest expense decreased
approximately $18 million in 1995 compared to 1994, due to reduced debt
levels resulting from the sale of the four television stations. 
Interest expense decreased $33.0 million (51%) during 1994 compared to
1993 due primarily to reduced debt levels resulting from the
reorganization and to a lesser extent the sale of four television
stations.  

During 1994 Citicasters sold four television stations for $355 million
in cash and a five year warrant to purchase 5 million shares of New
World Class A common stock at $16 per share.

Reorganization Items  Reorganization items represent the expenses
incurred as a result of the chapter 11 filings and subsequent
reorganization, including, among other things, the adjustments to record
the fair values of assets and liabilities at December 31, 1993 (see Note
B to the Financial Statements).

<PAGE> 12

                   ITEM 8

Financial Statements and Supplementary Data



                                                       Page

Report of Independent Auditors                         F-1

Balance Sheet:
     December 31, 1995 and 1994                        F-2

Statement of Operations:
     Years ended December 31, 1995, 1994 and 1993      F-3

Statement of Changes in Shareholders' Equity:
     Years ended December 31, 1995, 1994 and 1993      F-4

Statement of Cash Flows:
     Years ended December 31, 1995, 1994 and 1993      F-5

Notes to Financial Statements                          F-7


"Selected Quarterly Financial Data" has been included in Note L to
Citicasters' Financial Statements.



           _____________________




     

                  PART III

     The information required by the following Items will be included
in Citicasters' definitive Proxy Statement which will be provided within
120 days after the end of the Registrant's fiscal year:


     ITEM 10   Directors and Executive Officers of the Registrant

     ITEM 11   Executive Compensation

     ITEM 12   Security Ownership of Certain Beneficial Owners and
               Management

     ITEM 13   Certain Relationships and Related Transactions

<PAGE> F-1

       REPORT OF INDEPENDENT AUDITORS





Board of Directors
Citicasters Inc.


We have audited the accompanying balance sheets of Citicasters Inc. and
subsidiaries (formerly Great American Communications Company) as of
December 31, 1995 and 1994, and the related statements of operations,
shareholders' equity and cash flows for each of the three years in the
period ended December 31, 1995.  Our audits also included the financial
statement schedules listed in the Index at Item 14(a).  These financial
statements and schedules are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

As more fully described in Note B to the financial statements, effective
December 28, 1993, the Company emerged from bankruptcy pursuant to a
plan of reorganization confirmed by the Bankruptcy Court on December 7,
1993.  In accordance with an American Institute of Certified Public
Accountants Statement of Position, the Company has adopted "fresh-start
reporting" whereby its assets, liabilities, and new capital structure
have been adjusted to reflect estimated fair values as of December 31,
1993.  As a result, the statements of operations, shareholders' equity
and cash flows for the years ended December 31, 1995 and December 31,
1994 reflect the Company's new basis of accounting and, accordingly, is
not comparable to the Company's pre-reorganization statements of
operations, shareholders' equity and cash flows for the year ended
December 31, 1993.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Citicasters
Inc. and subsidiaries at December 31, 1995 and 1994, and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.  Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.





                         ERNST & YOUNG LLP
                                        

Cincinnati, Ohio 
February 23, 1996

<PAGE> F-2
<TABLE>
              CITICASTERS INC. AND SUBSIDIARIES
                        BALANCE SHEET
                    (Dollars in Thousands)
<CAPTION>
                                                               December 31,      
                                                            1995      1994
<S>                                                         <C>       <C>
ASSETS
Current assets:
  Cash and short-term investments                           $  3,572  $ 46,258
  Trade receivables, less allowance for doubtful       
    accounts of $1,643 and $1,244                             32,495    31,851
  Broadcast program rights                                     5,162     5,488
  Prepaid and other current assets                             3,059     2,635
    Total current assets                                      44,288    86,232

Broadcast program rights, less current portion                 3,296     4,466
Property and equipment, net                                   33,878    25,083
Contracts, broadcasting licenses and other
   intangibles, net                                          312,791   274,695
Deferred charges and other assets                             22,093    13,016
                                                            $416,346  $403,492
          
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable, accrued expenses and other
    current liabilities                                     $ 17,061  $ 33,673
  Broadcast program rights fees payable                        5,298     5,041
    Total current liabilities                                 22,359    38,714

Broadcast program rights fees payable, less 
  current portion                                              2,829     3,666
Long-term debt                                               132,481   122,291
Deferred income taxes                                         44,822    44,486
Other liabilities                                             54,163    43,398
  Total liabilities                                          256,654   252,555
          
Shareholders' equity:
  Common Stock, $.01 par value, including
    additional paid-in capital, 500,000,000
    shares authorized; 19,976,927 and
    20,203,247 shares outstanding                             82,936    87,831
  Retained earnings from January 1, 1994                      76,756    63,106
    Total shareholders' equity                               159,692   150,937
                                                            $416,346  $403,492
     See notes to financial statements.
</TABLE>

<PAGE> F-3
<TABLE>
              CITICASTERS INC. AND SUBSIDIARIES
                   STATEMENT OF OPERATIONS
           (In Thousands except per share amounts)

<CAPTION>
                                                            Year ended December 31,         
                                                                                Predecessor  
                                                       1995           1994      1993
<S>                                                    <C>            <C>       <C>
Net revenues:                 
  Television broadcasting                              $ 61,592       $130,418  $139,576 
  Radio broadcasting                                     74,822         66,625    65,592 
                                                        136,414        197,043   205,168 
Costs and expenses:                
  Operating expenses                                     37,416         60,682    71,730 
  Selling, general and administrative                    43,513         57,036    61,340 
  Corporate, general and administrative                
      expenses                                            4,303          4,796     3,996
  Depreciation and amortization                          14,635         22,946    28,119 
                                                         99,867        145,460   165,185 
                    
   Operating income                                      36,547         51,583    39,983 
                    
Other income (expense):                 
  Interest expense, (contractual interest                   
      for 1993 was $69,806)                             (13,854)      (31,979)   (64,942)
  Minority interest                                        -             -       (26,776)
  Investment income                                       1,231          1,216       305 
  Gain on sale of television stations                      -            95,339      -    
  Miscellaneous, net                                       (607)           447      (494)
                                                        (13,230)        65,023  ( 91,907)
   Earnings (loss) before reorganization                 
      items and income taxes                             23,317        116,606   (51,924)
   Reorganization items                                    -              -      (14,872)
   Earnings (loss) before income taxes            
       and extraordinary items                           23,317        116,606   (66,796)
   Income taxes                                           9,000         53,500      -    
                    
   Earnings (loss) before extraordinary items            14,317         63,106   (66,796)
                    
   Extraordinary items, net of tax                         -              -      408,140 
                    
   NET EARNINGS                                        $ 14,317       $ 63,106  $341,344 

   SHARE DATA:
     Primary and Fully Diluted:
       Net earnings                                        $.68          $2.55      *    
       Average common shares                             21,017         24,777      *    

    * Share amounts are not relevant due to the effects of the reorganization.

    See notes to financial statements.
</TABLE>

<PAGE> F-4
<TABLE>
               CITICASTERS INC. AND SUBSIDIARIES
          STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                         (In Thousands)

<CAPTION>

                                                 Year ended December 31,    
                                                                     Predecessor
                                             1995        1994        1993    
<S>                                          <C>         <C>         <C>
Common stock, including additional
    paid-in capital:
  Beginning balance                          $ 87,831    $138,588    $ 270,891

Common stock issued:
  Exercise of stock options                       273        -            -
  Stock bonus awarded                            -            297          350 
Common stock repurchased and retired           (5,168)    (51,054)        -   
Effect of restructuring                          -           -        (132,653)

Balance at end of period                     $ 82,936    $ 87,831    $ 138,588

Retained earnings:
  Beginning balance                          $ 63,106    $   -       $(609,920)
  Net earnings                                 14,317      63,106      341,344
  Application of fresh-start accounting          -           -         268,576
  Cash dividends                                 (667)       -            -   

Balance at end of period                     $ 76,756    $ 63,106    $    -   

TOTAL SHAREHOLDERS' EQUITY                   $159,692    $150,937    $ 138,588


  See notes to financial statements.
</TABLE>

<PAGE> F-5
<TABLE>
               CITICASTERS INC. AND SUBSIDIARIES
                    STATEMENT OF CASH FLOWS
                         (In Thousands)
<CAPTION>
                                                        Year ended December 31,     
                                                                             Predecessor
                                                     1995        1994        1993
<S>                                                  <C>         <C>         <C>
OPERATING ACTIVITIES:                   
  Net earnings                                       $ 14,317    $ 63,106    $341,344 
  Adjustments:                
    Depreciation and amortization                      14,635      22,946      28,119 
    Non-cash interest expense                             190         198       8,780 
    Other non-cash adjustments (primarily non-
     cash dividends on the preferred stock
     of a former subsidiary)                             -           -         26,941 
    Reorganization items                                 -           -         14,872 
    Realized gains on sales of assets                    -        (51,218)     (1,871)
    Extraordinary gains on retirements
     and refinancing of long-term debt                   -           -       (408,140)
    Decrease (increase) in trade receivables             (644)     16,443      (1,635)
    Decrease (increase) in broadcast program
     rights, net of fees payable                          916        (146)        201 
    Increase (decrease) in accounts payable,
     accrued expenses and other liabilities            (5,885)     (2,891)      9,514 
    Increase (decrease) in deferred taxes                 336      (6,559)       -    
    Other                                                (634)     (4,389)        306 
                                                       23,231      37,490      18,431 
INVESTING ACTIVITIES:                   
  Deposits on broadcast stations to be acquired        (7,500)       -           -    
  Purchases of:
    Broadcast stations                                (50,598)    (16,000)       -    
    Real estate, property and equipment               (11,857)     (7,569)     (5,967)
  Sales of:
    Broadcast stations                                   -        381,547       1,600 
    Entertainment businesses:
      Cash proceeds received                             -          5,000        -    
      Cash expenses related to sale                       (22)       (813)     (6,021)
    Investments and other subsidiaries                   -          2,841        -    
  Other                                                  (378)        204      (1,131)
                                                      (70,355)    365,210     (11,519)
FINANCING ACTIVITIES:
  Retirements and refinancing of long-term debt        (3,500)   (505,824)   (370,150)
  Additional long-term borrowings                      13,500     195,350     355,339 
  Financing costs                                        -           -        (13,549)
  Common shares repurchased                            (5,168)    (51,054)       -    
  Cash dividends paid on common stock                    (667)       -           -    
  Proceeds from the sale of common stock                   -         -          1,161 
  Other                                                   273         297        -    
                                                        4,438    (361,231)    (27,199)
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM
    INVESTMENTS                                       (42,686)     41,469     (20,287)

Cash and short-term investments at beginning
    of period                                          46,258       4,789      25,076 
Cash and short-term investments at end
    of period                                        $  3,572    $ 46,258    $  4,789

See notes to financial statements.                
</TABLE>

<PAGE> F-6
<TABLE>
               CITICASTERS INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE TO THE STATEMENT OF CASH FLOWS - REORGANIZATION ITEMS
                         (In Thousands)


<CAPTION>
                                                                 Year Ended
                                                                 December 31, 1993
                                                                 Predecessor
<S>                                                              <C>
EFFECTS OF REORGANIZATION ACTIVITIES:
  Cash Items:
    Operating activities:
      Professional fees and other expenses
          related to bankruptcy proceedings
          and consummation of the reorganization                 $ (10,633)
     
    Financing activities:     
      Long-term debt issued for cash                             $   6,339
      Common stock issued for cash                                   1,161
                                                                 $   7,500

  Non Cash Items:                       
    Increase in long-term debt (primarily
        reduction in original issue discount)                    $  25,967
    Net adjustment of accounts to fair value                       (15,961)
    Decrease in liabilities subject to exchange                    (40,423)
    Increase in accrued liabilities
        (professional fees and other expenses
         related to consummation of the
         reorganization)                                             1,438
    Decrease in long-term debt through the
         issuance of common stock                                 (221,541)
    Elimination of minority interest (preferred
        stock of subsidiary) through the
        issuance of common stock                                  (274,932)
    Common stock issued in reorganization                          134,762
                                                                 $(390,690)

See notes to financial statements.
</TABLE>

<PAGE> F-7

     CITICASTERS INC. AND SUBSIDIARIES
       NOTES TO FINANCIAL STATEMENTS


A.   ACCOUNTING POLICIES

     ORGANIZATION  Citicasters is engaged in the ownership and
     operation of radio and television stations and derives
     substantially all of its revenue from the sale of advertising
     time.  The amount of broadcast advertising time available for
     sale by Citicasters' stations is relatively fixed, and by its
     nature cannot be stockpiled for later sale.  Therefore, the
     primary variables affecting revenue levels are the demand for
     advertising time, the viewing or listening audience of the
     station and the entry of new stations in the marketplace.  The
     major variable costs of operation are programming (news, sports
     and entertainment), sales costs related to revenues and
     promotional costs.  The success of the programming determines
     the audience levels and therefore affects revenue.

     BASIS OF PRESENTATION  The accompanying financial statements
     include the accounts of Citicasters Inc. and its subsidiaries. 
     For purposes of the financial statements and notes hereto the
     term "Predecessor" refers to Great American Communications
     Company and its subsidiaries prior to emergence from chapter 11
     bankruptcy.  Significant intercompany balances and transactions
     have been eliminated.  

     On December 28, 1993, the Predecessor completed its
     comprehensive financial restructuring through a prepackaged plan
     of reorganization under chapter 11 of the Bankruptcy Code (see
     Note B for a description of the reorganization).  Pursuant to
     the reporting principles of AICPA Statement of Position No. 90-7
     entitled "Financial Reporting by Entities in Reorganization
     under the Bankruptcy Code" ("SOP 90-7"), Predecessor adjusted
     its assets and liabilities to their estimated fair values upon
     consummation of the reorganization.  The adjustments to reflect
     the consummation of the reorganization as of December 31, 1993,
     including among other things, the gain on debt discharge and the
     adjustment to record assets and liabilities at their fair
     values, have been reflected in the accompanying financial
     statements.  The Statements of Operations, Changes in
     Shareholders' Equity and Cash Flows for the year ended December
     31, 1993 is presented on a historical cost basis without giving
     effect to the reorganization.  Therefore, the Statements of
     Operations, Changes in Shareholders' Equity and Cash Flows for
     periods after December 31, 1993 are generally not comparable to
     prior periods and are separated by a line (see Note B).

     All acquisitions have been treated as purchases.  The accounts
     and results of operations of companies since their formation or
     acquisition are included in the consolidated financial
     statements.

     American Financial Group, Inc. and its Subsidiaries ("American
     Financial") owned 7,566,889 shares (37.8%) of Citicasters'
     outstanding Common Stock at March 1, 1996.  At that date,
     American Financial's Chairman, Carl H. Lindner, owned an
     additional 3,428,166 shares (17.1%) of Citicasters' outstanding
     Common Stock.

     USE OF ESTIMATES  The preparation of the financial statements in
     conformity with generally accepted accounting principles
     requires management to make estimates and assumptions that
     affect the amounts reported in the financial statements and
     accompanying notes.  Changes in circumstances could cause actual
     results to differ materially from those estimates.

     BROADCAST PROGRAM RIGHTS  The rights to broadcast non-network
     programs on Citicasters' television stations are stated at cost,
     less accumulated amortization.  These costs are charged to
     operations on a straight-line basis over the contract period or
     on a per showing basis, whichever results in the greater
     aggregate amortization.

<PAGE> F-8

                CITICASTERS INC. AND SUBSIDIARIES
            NOTES TO FINANCIAL STATEMENTS - CONTINUED
                     
     PROPERTY AND EQUIPMENT  Property and equipment are based on cost
     and depreciation is calculated primarily using the straight-line
     method.  Depreciable lives are:  land improvements, 8-20 years;
     buildings and improvements, 8-40 years; operating and other
     equipment, 3-20 years; and leasehold improvements, over the life
     of the lease.

     CONTRACTS, BROADCASTING LICENSES AND OTHER INTANGIBLES 
     Contracts, broadcasting licenses and other intangibles represent
     the excess of the value of the broadcast station over the values
     of their net tangible assets, and is attributable to FCC
     licenses, network affiliation agreements and other contractual
     or market related factors.  Reorganization value in excess of
     amounts allocable to identifiable assets represents the excess
     of the estimated fair value of Citicasters at the time of the
     reorganization over the estimated fair value allocated to its
     net identifiable assets.  Intangible assets are being amortized
     on a straight-line basis over an average of 34 years.  On an
     ongoing basis, Citicasters reviews the carrying value of its
     intangible assets.  If this review indicates that intangible
     assets will not be recoverable, as determined based on
     undiscounted cash flows of broadcast stations over the remaining
     amortization period, Citicasters' carrying value of intangible
     assets are reduced by the amount of the estimated shortfall of
     cash flows.

     INCOME TAXES  Citicasters files a consolidated Federal income
     tax return which includes all 80% or more owned subsidiaries. 
     Deferred income tax assets and liabilities are determined based
     on differences between financial reporting and tax bases and are
     measured using enacted tax rates.  Deferred tax assets are
     recognized if it is more likely than not that a benefit will be
     realized.

     EARNINGS PER SHARE  Primary and fully diluted earnings per share
     in 1995 and 1994 are based upon the weighted average number of
     common shares and gives effect to common equivalent shares
     (dilutive options) outstanding during the respective periods. 
     As a result of the effects of the reorganization, per share data
     for the year ended December 31, 1993 has been rendered
     meaningless and, therefore, per share information for this
     period has been omitted from the accompanying financial
     statements.

     STOCK BASED COMPENSATION  The Company grants stock options for a
     fixed number of shares to employees with an exercise price equal
     to the fair value of the shares at the date of grant.  The
     Company accounts for stock option grants in accordance with APB
     Opinion No. 25, Accounting for Stock Issued to Employees, and,
     accordingly, recognizes no compensation expense for the stock
     option grants.

     STATEMENT OF CASH FLOWS  For cash flow purposes, "investing
     activities" are defined as making and collecting loans and
     acquiring and disposing of debt or equity instruments and
     property and equipment.  "Financing activities" include
     obtaining resources from owners and providing them with a return
     on their investments, borrowing money and repaying amounts
     borrowed.  All other activities are considered "operating." 
     Short-term investments for purposes of the financial statements
     are those which had a maturity of three months or less when
     acquired.

B.   REORGANIZATION  On December 28, 1993, Citicasters completed its
     comprehensive financial restructuring that was designed to
     enhance its long-term viability by adjusting its capitalization
     to reflect current and projected operating performance levels. 
     The Predecessor accomplished the reorganization of its debt and
     preferred stock obligations through "prepackaged" bankruptcy
     filings made under chapter 11 of the Bankruptcy Code by the
     Predecessor and two of its former non-operating subsidiaries. 
     The Predecessor's primary operating subsidiary, Great American
     Television and Radio Company, Inc., was not a party to any such
     filings under the Bankruptcy Code.

<PAGE> F-9
                   CITICASTERS INC. AND SUBSIDIARIES
              NOTES TO FINANCIAL STATEMENTS - CONTINUED

     Acceptances for a prepackaged plan of reorganization were
     solicited in October and early November 1993.  The plan of
     reorganization described below was overwhelmingly approved by
     the creditors and shareholders. The Predecessor filed its
     bankruptcy petition with the Bankruptcy Court on November 5,
     1993.  The plan was confirmed on December 7, 1993 and became
     effective on December 28, 1993.  Under the terms of the plan the
     following occurred:

         *     Predecessor effected a reverse stock split; issuing
               2.25 shares of a new class of common stock for each 300
               shares of common stock outstanding prior to the
               reorganization.

         *     Debt with a carrying value of $634.8 million was
               exchanged for 23,256,913 shares of common stock and
               $426.6 million in debt.

         *     Preferred stock of a subsidiary was exchanged for
               1,515,499 shares of common stock.

         *     American Financial fulfilled a commitment to contribute
               $7.5 million in cash for which it received
               approximately $6.3 million principal amount of 14%
               Notes and 213,383 shares of common stock.  
     
     The net expense incurred as a result of the chapter 11 filings
     and subsequent reorganization has been segregated from ordinary
     operations in the Statement of Operations.  Reorganization items
     for 1993 include the following (in thousands):

           Financing costs                                $25,967         
           Adjustments to fair value                      (15,961)        
           Professional fees and other expenses
             related to bankruptcy                          4,914         
           Interest income                                    (48)        

                                                          $14,872         

     Financing costs consist of the unamortized portion of original
     issue discount and deferred financing costs relating to debt
     subject to exchange as of the date the petition for bankruptcy
     was filed (November 5, 1993).  Adjustments to fair value reflect
     the net change to state assets and liabilities at estimated fair
     value as of December 31, 1993.  Interest income is attributable
     to the accumulation of cash and short-term investments after
     commencement of the chapter 11 cases.

     Pursuant to the fresh-start reporting provisions of SOP 90-7,
     the Predecessor's assets and liabilities were revalued and a new
     reporting entity was created with no retained earnings or
     accumulated deficit as of the effective date.  The period from
     the effective date to December 31, 1993 was considered
     immaterial thus, December 31, 1993 was used as the effective
     date for recording the fresh-start adjustments.  Predecessor's
     results of operations for the period from the effective date of
     the restructuring to December 31, 1993 have been reflected in
     the Statement of Operations for the year ended December 31,
     1993.

     The reorganization values of the assets and liabilities were
     determined based upon several factors including:  prices and
     multiples of broadcast cash flow (operating income before
     depreciation and amortization) paid in purchase and business
     combination transactions, projected operating results of the
     broadcast stations, market values of publicly traded broadcast
     companies, economic and industry information and the reorganized
     capital structure.  The foregoing factors resulted in a range of
     reorganization values between $75 and $200 million.  Based upon
     an analysis of all of this data, management determined that the
     reorganization value of the company would be $138.6 million. 

<PAGE> F-10
<TABLE>
               CITICASTERS INC. AND SUBSIDIARIES
           NOTES TO FINANCIAL STATEMENTS - CONTINUED

<CAPTION>
   The gain on debt discharge is summarized as follows (in thousands):
     <S>                                                       <C>
     Carrying value of debt securities subject to 
       exchange, including accrued interest                    $318,447
     Carrying value of preferred stock of subsidiary, 
       including accrued dividends                              309,608 
     Aggregate principal amount of 14% Senior 
     Extendable Notes issued in exchanges, 
       including accrued interest since June 30, 1993           (71,236)
     Aggregate value of common stock 
       issued in exchanges                                     (134,762)
     Expenses attributable to consummation of the
       reorganization                                            (7,573)

     Total gain on debt discharge (See Note J)                 $414,484 
</TABLE>

C.   ACQUISITIONS AND DISPOSITIONS  During June 1995, Citicasters
     acquired its second FM station in Portland (KKCW) for $30
     million.  During August 1995, Citicasters acquired a second FM
     radio station in Tampa (WTBT) for $5.5 million.  The purchase
     price for WTBT-FM could increase to $8 million depending on the
     satisfaction of certain conditions.  Citicasters began operating
     WTBT-FM during March 1995.  In December 1995, the Company began
     operating WHOK-FM, WLLD-FM and WLOH-AM in Columbus under a local
     marketing agreement and acquired the stations in January 1996
     for $24 million.

     During 1994, Citicasters sold one AM and three FM radio stations
     and acquired or commenced the operation of two FM radio
     stations.  The following table sets forth certain information
     regarding these radio station transactions:

<TABLE>
<CAPTION>
                              Date Operations     Date of             Acquisition Price/
                              Commenced/Ceased    Closing             Sales Price   
     <S>                      <C>                 <C>                 <C>
     Acquisitions:
     Sacramento (KRXQ-FM)     January 1, 1994     May 27, 1994        $16 million
     Cincinnati (WWNK-FM)     April 25, 1994      April 21, 1995      $15 million

     Dispositions:
     Detroit (WRIF-FM)        January 23, 1994    September 23, 1994  $11.5 million
     Milwaukee (WLZR-FM&AM)   April 14, 1994      April 14, 1994      $7 million
     Denver (KBPI-FM)         April 19, 1994      August 5, 1994      $8 million
</TABLE>

     In the aggregate, the purchases and sales of radio stations
     completed in 1994 and 1995 did not have a material effect on
     Citicasters' results.  No gain or loss was recognized on the
     radio stations sold during 1994, because those stations were
     valued at their respective sales price under the fresh-start
     reporting provision of SOP 90-7.

     During September and October 1994, Citicasters sold four of its
     network affiliated television stations to entities affiliated
     with New World Communications Group Incorporated ("New World"). 
     The stations sold included KSAZ in Phoenix, WDAF in Kansas City,
     WBRC in Birmingham and WGHP in Greensboro/Highpoint. 
     Citicasters received $355.5 million in cash and a warrant to
     purchase, for five years, 5,000,000 shares of New World Common
     Stock at $15 per share.  The warrant was valued at $10 million
     and is included in the balance sheet caption "Deferred charges
     and other assets."  Citicasters recorded a pretax gain of $95.3
     million ($50.1 million after tax) on these sales.  Proceeds from
     the sales were used to retire long-term debt and to repurchase
     shares of the Company's Common Stock.  During 1995, the terms of
     the warrant were amended to modify the registration rights
     relating to the underlying shares.  In consideration for such
     modification, the exercise price was increased from $15 to $16
     per share. 

<PAGE> F-11

                  CITICASTERS INC. AND SUBSIDIARIES
              NOTES TO FINANCIAL STATEMENTS - CONTINUED

     The following unaudited proforma financial information is based
     on the historical financial statements of Citicasters, adjusted
     to reflect the television station sales, retirement of long-term
     debt, the effects of the December 1993 reorganization  and the
     February 1994 refinancing of subordinated debt (in thousands
     except per share data).
<TABLE>
<CAPTION>
                                           Year ended December 31,
                                             1994      1993
     <S>                                     <C>       <C>
     Net revenues                            $128,375  $119,597

     Operating income                        $ 30,624  $ 20,142

         Net earnings                        $ 11,582  $  4,244

         Net earnings per share              $    .47  $    .16

</TABLE>

D.   PROPERTY AND EQUIPMENT  Property and equipment at December 31,
     consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                             1995        1994    
     <S>                                     <C>         <C>
     Land and land improvements              $  5,883    $  5,305
     Buildings and improvements                15,458      10,710
     Operating and other equipment             22,771      13,873
                                               44,112      29,888
     Accumulated depreciation                 (10,234)     (4,805)
                                             $ 33,878    $ 25,083
</TABLE>

     Pursuant to the fresh-start reporting principles of SOP 90-7,
     the carrying value of property and equipment was adjusted to
     estimated fair value as of the effective date of the
     reorganization, which included the restarting of accumulated
     depreciation.  Depreciation expense relating to property and
     equipment was $5.4 million in 1995; $8.7 million in 1994; and
     $11.6 million in 1993.


E.   CONTRACTS, BROADCASTING LICENSES AND OTHER INTANGIBLES 
     Contracts, broadcasting licenses and other intangibles at
     December 31, consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                  1995        1994  
     <S>                                          <C>         <C>
     Licenses, network affiliation agreements
       and other market related intangibles       $322,749    $275,629
     Reorganization value in excess of amounts
       allocable to identifiable assets              7,998       7,998
                                                   330,747     283,627
     Accumulated amortization                      (17,956)     (8,932)
                                                  $312,791    $274,695
</TABLE>

<PAGE> F-12

               CITICASTERS INC. AND SUBSIDIARIES
           NOTES TO FINANCIAL STATEMENTS - CONTINUED

     Citicasters' carrying value of its broadcasting assets was
     adjusted to estimated fair value as of the effective date of the
     reorganization pursuant to the reporting principles of SOP 90-7. 
     This adjustment included, among other things, the restarting of
     accumulated amortization related to intangibles.

     Amortization expense relating to contracts, broadcasting
     licenses and other intangibles was $9.3 million in 1995; $14.2
     million in 1994; and $16.5 million in 1993.

F.   LONG-TERM DEBT  Long-term debt at December 31, consisted of the
     following (in thousands):
<TABLE>
<CAPTION>
                                                 1995      1994  
     <S>                                         <C>       <C>
     Citicasters:        
       9-3/4% Senior Subordinated Notes
         due February 2004, less unamortized
         discount of $2,519 and $2,709
         (imputed interest rate 10.13%)          $122,481  $122,291
     Subsidiaries:       
       Bank credit facility                        10,000      -   
     Total long-term debt                        $132,481  $122,291
</TABLE>

     At December 31, 1995, the only sinking fund or other scheduled
     principal payments due during the next five years is $10
     million, due in 1998.

     Cash interest payments were $12.9 million in 1995; $27.1 million
     in 1994; and $45.1 million in 1993.

     In February 1994, Citicasters refinanced its 14% Notes and the
     13% Senior Subordinated Notes due 2001 through the issuance of
     $200 million principal amount of 9-3/4% Senior Subordinated
     Notes due 2004 ("9-3/4% Notes").  The 9-3/4% Notes were issued
     at a discount; the net proceeds were $195.4 million.  No gain or
     loss was recognized on these transactions.  A portion of the
     proceeds from the sale of the four television stations ($305
     million) was used to retire long-term debt including $75 million
     principal amount of the 9-3/4% Notes.

     In October 1994, Citicasters entered into a bank credit
     agreement with a group of banks providing two revolving credit
     facilities:  a $125 million facility to fund future acquisitions
     and a $25 million working capital facility.  The acquisition
     facility is available through December 31, 2001.  The maximum
     amount available under this facility will be reduced by $7.5
     million per quarter beginning in the first quarter of 1998.  The
     working capital facility is available through December 31, 1997. 
     Citicasters is required to use excess cash flow to reduce
     amounts outstanding under the facilities if leverage ratios
     exceed certain levels.

     The interest rate under the facilities varies depending on
     Citicasters' leverage ratio.  In the case of the base rate
     option, the rate ranges from the base rate to the base rate plus
     .75%.  In the case of the eurodollar rate option, the rate
     ranges from 1% to 2% over the eurodollar rate.  The bank credit
     facilities are secured by substantially all the assets of
     Citicasters.  As of March 1, 1996, Citicasters had $26 million
     outstanding under the acquisition facility.

<PAGE> F-13

                    CITICASTERS INC. AND SUBSIDIARIES
                NOTES TO FINANCIAL STATEMENTS - CONTINUED

     Citicasters' 9-3/4% Notes require a prepayment of the 9-3/4%
     Notes in the event of certain changes in the control of
     Citicasters and further require the proceeds from certain asset
     sales to be used to partially redeem 9-3/4% Notes.

     At December 31, 1995 the market of the 9-3/4% Notes exceeded
     carrying value by approximately $1.5 million.
     
G.   SHAREHOLDERS' EQUITY  Citicasters is authorized to issue 500
     million shares of Class A Common Stock, $.01 par value, 125
     million shares of Class B Common Stock, $.01 par value and 9.5
     million shares of Serial Preferred Stock, $.01 par value.  The
     preferred stock may have such preferences and other rights and
     limitations as the Board of Directors may designate with respect
     to each series.

     During 1995 and 1994, Citicasters acquired 254,760 and 2,354,475
     shares of its common stock from several unaffiliated
     institutions for $5.2 million and $51.1 million, respectively. 
     Under the most restrictive provision of Citicasters' debt
     covenants, Citicasters may acquire an additional $8.7 million of
     its common stock.

     During 1995, Citicasters' Board of Directors twice declared
     three-for-two stock splits of its outstanding common stock.  All
     share and per share data have been restated to reflect both
     stock splits.

     The Company's debt instruments contain certain covenants which
     limit the amount of dividends which Citicasters is able to pay
     on its common stock.  Under the most restrictive provision of
     Citicasters' debt covenants, dividends are limited to a maximum
     of $2.5 million annually.  Citicasters paid a dividend of $.03
     per common share in 1995.  Under the merger agreement with Jacor
     (see Note M), Citicasters will not be permitted to pay dividends
     without the prior consent of Jacor.
  
     Changes in the number of shares of common stock are shown in the
     following table:

<TABLE>
     <S>                                                <C>
     Predecessor:   
     Outstanding at January 1, 1993                     56,729,434
     
     Effect of reverse stock split
         in restructuring                              (56,303,963)
     Issued in restructuring for 
       exchanges of securities                          24,772,412
        Issued for cash                                    213,383

     Citicasters:   
     Stock bonuses awarded to employees                     52,425
     Outstanding at December 31, 1993                   25,463,691

     Stock bonuses awarded to employees                     37,125
     Stock repurchased and retired                      (5,297,569)
     Outstanding at December 31, 1994                   20,203,247

     Exercise of stock option                               29,812
     Stock repurchased and retired                        (256,132)
     
     Outstanding at December 31, 1995                   19,976,927
</TABLE>

<PAGE> F-14

                  CITICASTERS INC. AND SUBSIDIARIES
              NOTES TO FINANCIAL STATEMENTS - CONTINUED

     Following the consummation of the reorganization, the Board of
     Directors established the 1993 Stock Option Plan.  The Plan
     provides for granting both non-qualified and incentive stock
     options to key employees.  There are 1,800,000 common shares
     reserved for issuance under the 1993 Plan.  During 1994, the
     Board of Directors established the 1994 Directors Stock Option
     Plan.  The Plan provides for the granting of options to
     non-employee directors of Citicasters.  There are 450,000 common
     shares reserved for issuance under the 1994 Plan.  Options under
     both plans become exercisable at the rate of 20% per year
     commencing one year after grant and expire at the earlier of 10
     years from the date of grant, three months after termination of
     employment or retirement as a director, or one year after the
     death or disability of the holder.

     Stock option data for Citicasters' stock option plans are as
     follows:
<TABLE>
<CAPTION>
                                           1995                          1994           
                                               Option Price                  Option Price
                                   Shares      Per Share         Shares      Per Share  

     <S>                           <C>         <C>               <C>         <C>
     Outstanding, beginning
         of period                 1,614,375    $6.67-$10.33     1,307,250      $6.67
     Granted                          57,500   $18.00-$25.50       498,375   $9.77-$10.33
     Exercised                       (29,812)      $6.67              -           -
     Terminated                         -            -            (191,250)     $6.67
     Outstanding, December 31      1,642,063    $6.67-$25.50     1,614,375   $6.67-$10.33 
 
     Exercisable, December 31        516,263    $6.67-$10.33       223,200      $6.67
     Available for grant
         December 31                 607,937                       635,625 
</TABLE>

H.   INCOME TAXES  Deferred income taxes reflect the impact of
     temporary differences between the carrying amounts of assets and
     liabilities recognized for financial reporting purposes and the
     amounts recognized for income tax purposes.  Significant
     components of Citicasters' deferred tax assets and liability as
     of December 31, are as follows (in thousands):
<TABLE>
<CAPTION>
                                             1995           1994
     <S>                                     <C>            <C>
     Deferred tax assets:
       Accrued expenses and other            $ 8,409        $ 8,190
          
     Deferred tax liability:
     Book over tax basis of depreciable
           assets                             53,231         52,676
                                                               
     Net deferred tax liability              $44,822        $44,486
</TABLE>

<PAGE> F-15

                 CITICASTERS INC. AND SUBSIDIARIES
             NOTES TO FINANCIAL STATEMENTS - CONTINUED

     The following is a reconciliation of Federal income taxes at the
     "statutory" rate of 35% in 1995, 1994, and 1993 and as shown in
     the Statement of Operations (in thousands):

<TABLE>
<CAPTION>
                                                                        Predecessor
                                             1995           1994        1993
     <S>                                     <C>            <C>         <C>
     Earnings (loss) from continuing              
       operations before income taxes        $23,317        $116,606    ($ 66,796) 
     Extraordinary items                        -               -         408,140
     Adjusted earnings before                
       income taxes                          $23,317        $116,606     $341,344  
               
     Income taxes at the statutory rate      $ 8,161        $ 40,812     $119,470
     Effect of:               
       Book basis over tax basis of               
         stations sold                          -              8,472        -
     Goodwill                                     74             599         (630) 
     Minority interest                          -               -           9,372  
     Certain reorganization items               -               -        (127,606) 
     State taxes net of Federal
       income tax benefit                        650           3,575         -
     Other                                       115              42         (606)
     Income taxes as shown in the            
        Statement of Operations              $ 9,000        $ 53,500     $   -     
     
     Income tax provision as applied to continuing operations consists of (in thousands):

                                                                          Predecessor
                                             1995           1994          1993
  
     Current taxes                           $ 7,300        $42,800       $   -   
     Deferred taxes                              700          5,200           -   
     State taxes                               1,000          5,500           -   
                                             $ 9,000        $53,500       $   -   
</TABLE>
     Federal income taxes of $8.4 million and $7 million were paid in
     cash during 1995 and 1994, respectively.

I.   DISCONTINUED OPERATIONS  During 1994, Citicasters received an
     additional $5 million related to the 1991 sale of its
     entertainment businesses.  The after-tax proceeds were credited
     to reorganization intangibles.  A final distribution is
     scheduled to occur in December 1996.  It is not possible to
     quantify the amount of the distribution Citicasters will receive
     at that time.

     
J.   EXTRAORDINARY ITEMS  Predecessor's extraordinary items in 1993
     consisted of a loss of $6.3 million from the retirement of debt
     prior to the reorganization and a gain of $414.5 million on debt
     discharge in the reorganization.

<PAGE> F-16

            CITICASTERS INC. AND SUBSIDIARIES
        NOTES TO FINANCIAL STATEMENTS - CONTINUED

K.   PENDING LEGAL PROCEEDINGS  Management, after review and
     consultation with counsel, considers that any liability from
     litigation pending against Citicasters and any of its
     subsidiaries would not materially affect the consolidated
     financial position or results of operations of Citicasters and
     its subsidiaries.

L.   ADDITIONAL INFORMATION Quarterly Operating Results (Unaudited) -
     The following are quarterly results of consolidated operations
     for 1995 and 1994 (in thousands except per share data).
<TABLE>
<CAPTION>
                                1st       2nd       3rd       4th          
                              Quarter   Quarter   Quarter   Quarter        Total

     <S>                      <C>       <C>       <C>       <C>            <C>
     1995                          
       Net revenues           $29,045   $36,886   $34,126   $36,357        $136,414
       Operating income         4,724    11,588     8,910    11,325          36,547
       Net earnings             1,278     5,242     3,282     4,515          14,317
     * Net earnings
        per share                $.06      $.25      $.15      $.21            $.68
                              
         1994                           
       Net revenues           $48,449   $60,423   $50,908   $37,263        $197,043 
       Operating income         7,193    18,321    13,386    12,683          51,583 
       Net earnings (loss)     (1,752)   5,161     44,851    14,846          63,106 
       Net earnings (loss)
         per share              ($.07)    $.20      $1.75      $.67           $2.55 
</TABLE>
     *    The sum of the quarterly earnings per share does not
          equal the earnings per share computed on a year-to-date
          basis due to rounding.

     Citicasters' financial results are seasonal.  Revenues are
     higher in the second and fourth quarter and lower in the first
     and third quarter;  the first quarter is the lowest of the year.

     During the third and fourth quarters of 1994, Citicasters
     recorded net earnings of $41.7 million and $8.4 million
     respectively, attributable to the sale of the four television
     stations.

     Included in selling, general and administrative expenses in
     1995, 1994 and 1993 are charges of $5.8 million, $7.2 million
     and $6.6 million, respectively, for advertising and charges of
     $1.3 million, $2.2 million and $2.4 million, respectively, for
     repairs and maintenance.

M.   SUBSEQUENT EVENT  On February 12, 1996, Citicasters and Jacor
     Communications, Inc. entered into a merger agreement by which
     Jacor will acquire Citicasters.  Under the agreement, for each
     share of Citicasters stock, Jacor will pay cash of $29.50 plus
     a five-year warrant to purchase approximately .2 shares
     of Jacor common stock at $28 per share.  If the closing
     occurs after September 1996 the exercise price of the warrant
     would be reduced to $26 per share and the per share cash price
     would increase at the rate of $.2215 per month.  American
     Financial and certain of its affiliates have agreed to execute
     irrevocable consents in favor of the Jacor transaction on March
     13, 1996.  The closing of the transaction is conditioned on,
     among other things, receipt of FCC and other regulatory
     approvals.  Upon consummation of the merger, holders of the
     9-3/4% Notes have the right to put their notes to the Company at
     101% of principal.

<PAGE> S-1

                  PART IV

                  ITEM 14

Exhibits, Financial Statement Schedules and Reports on Form 8-K



(a)  Documents filed as part of this Report:
     1.  Financial Statements are included in Part II, Item 8.

     2.  Financial Statement Schedules:

         A.    Selected Quarterly Financial Data is included in Note L
               to the Financial Statements.

         B.    Schedules filed herewith:
                                                                  Page
          For 1995, 1994 and 1993:
          I - Condensed Financial Information of Registrant        S-2

          All other schedules for which provisions are made in
          the applicable regulation of Securities and Exchange
          Commission have been omitted as they are not
          applicable, not required, or the information required
          thereby is set forth in the Financial Statements or the
          notes thereto.

     3.  Exhibits - see Exhibit Index.

(b)  Reports on Form 8-K filed during the fourth quarter of 1995:
     None

<PAGE> S-2
<TABLE>
                        CITICASTERS INC.
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                         (In Thousands)

                    CONDENSED BALANCE SHEET

<CAPTION>

                                                      December 31,     
                                                  1995        1994
<S>                                               <C>         <C>
ASSETS:
  Cash                                            $     82    $    210
  Investment in subsidiaries                       305,375     277,969
  Deferred income tax assets                         3,266       3,266
                                                  $308,723    $281,445

LIABILITIES AND CAPITAL:
  Accounts payable and accrued expenses           $ 26,550    $  8,217
  Long-term debt                                   122,481     122,291
  Capital                                          159,692     150,937
                                                  $308,723    $281,445
</TABLE>

<PAGE> S-3
<TABLE>
                        CITICASTERS INC.
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                         (In Thousands)

               CONDENSED STATEMENT OF OPERATIONS


<CAPTION>
                                                   Year ended December 31,  
                                                                       Predecessor
                                                  1995       1994      1993
<S>                                               <C>       <C>        <C>
INCOME:                  
  Equity in undistributed earnings of                   
    subsidiaries                                  $27,405   $81,698    $145,939  
  Other income                                         31      -            17  
                                                   27,436    81,698     145,956  
COSTS AND EXPENSES:                     
  Interest expense                                 12,545    17,351       9,348  
  Loss on bad debts - advances to subsidiary         -         -        213,054
  Other expenses                                      574     1,241       1,303
                                                   13,119    18,592     223,705
Earnings (loss)before reorganization items         14,317    63,106     (77,749)
                    
Reorganization items                                 -         -         10,953
                     
Earnings (loss) before extraordinary items         14,317    63,106     (66,796)
                    
Extraordinary items, net of income taxes             -         -        408,140
                    
NET EARNINGS                                      $14,317   $63,106    $341,344
</TABLE>

<PAGE> S-4
<TABLE>
                        CITICASTERS INC.
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                         (In Thousands)

               CONDENSED STATEMENT OF CASH FLOWS

<CAPTION>
                                                           Year ended December 31,    
                                                                             Predecessor
                                                       1995      1994        1993
<S>                                                    <C>       <C>         <C>
OPERATING ACTIVITIES:
Net earnings                                           $14,317   $ 63,106    $341,344 
Adjustments:
  Non-cash minority interest expense                      -          -         26,776
  Equity in undistributed net earnings 
    of subsidiaries                                    (27,406)   (81,698)   (158,298)
  Loss on bad debts - advances to subsidiaries            -          -        213,055 
  Other non-cash adjustments                               190        197         168 
  Extraordinary gain on retirements 
    and refinancing of long-term debt                     -          -       (408,140)
  Increase (decrease) in accounts payable and
    accrued expenses                                    18,333        161     (19,404)
  Dividend from subsidiary                                -       134,443        -
  Other                                                   -          -             63
                                                         5,434    116,209      (4,436)
INVESTING ACTIVITIES:
  Investment in subsidiary                                -      (113,237)       -
  Cash advanced from subsidiaries                         -          -          1,447 
                                                          -      (113,237)      1,447
FINANCING ACTIVITIES:
  Retirements and refinancings of long-term debt          -      (150,824)       -    
  Additional long-term borrowings                         -       195,350       6,339
  Proceeds from the issuance of common stock              -          -          1,161 
  Common shares repurchased                             (5,168)   (51,054)       -
  Cash dividend paid on common stock                      (667)      -           -
  Financing costs                                         -          -         (1,106)
  Other                                                    273        297        -    
                                                        (5,562)    (6,231)      6,394
                    
NET INCREASE (DECREASE) IN CASH AND 
  SHORT-TERM INVESTMENTS                                  (128)    (3,259)      3,405 

Cash at beginning of period                                210      3,469          64
Cash at end of period                                  $    82    $   210    $  3,469
</TABLE>

<PAGE> S-5
<TABLE>

               CITICASTERS INC. AND SUBSIDIARIES
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                         (In Thousands)

SUPPLEMENTARY SCHEDULE TO THE CONDENSED STATEMENT OF CASH FLOWS
                                

<CAPTION>
                                                            Year ended   
                                                            December 31, 1993
                                                            Predecessor  
<S>                                                         <C>
  EFFECTS OF REORGANIZATION ACTIVITIES:      
    Cash Items:          
      Operating activities:        
        Professional fees and other expenses
          related to bankruptcy proceedings                 ($  3,743)

      Financing activities:        
        Common stock issued for cash                         $  1,161    
        Long-term debt issued for cash                          6,339    
                                                             $  7,500    
          
    Non Cash Items:      
      Decrease in long-term debt through the
          issuance of common stock                          ($221,541)   
      Increase in long-term debt (primarily
          reduction in original issue discount)                   370
      Elimination of minority interest through
          the issuance of common stock                       (274,932)
      Common stock issued in reorganization                   134,762
      Decrease in accrued liabilities subject to
          exchange                                            (51,712)
      Net adjustment of accounts to fair value                (15,961)
      Increase in accrued liabilities
          (professional fees and other expenses
          related to bankruptcy proceedings)                    1,438
                                                            ($427,576)   
</TABLE>

<PAGE>
                 SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, Citicasters Inc. has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

     Citicasters Inc.

                                      By:     JOHN P. ZANOTTI     
                                              Chief Executive Officer

Signed: March 12, 1996

                        _____________________

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:


     Signature                    Capacity                Date

JOHN P. ZANOTTI               
John P. Zanotti                   Director            March 12, 1996
          
          
THEODORE H. EMMERICH          
Theodore H. Emmerich              Director            March 12, 1996


S. CRAIG LINDNER              
S. Craig Lindner                  Director            March 12, 1996


CARL H. LINDNER               
Carl H. Lindner                   Director            March 12, 1996


JAMES E. EVANS                
James E. Evans                    Director            March 12, 1996
          
          
JULIUS S. ANREDER             
Julius S. Anreder                 Director            March 12, 1996


GREGORY C. THOMAS     
Gregory C. Thomas   Executive Vice President and
                      Chief Financial Officer
                    (Principal Accounting Officer)    March 12, 1996

<PAGE> E-1

              CITICASTERS INC.
             INDEX TO EXHIBITS


                                                                         
    
Number               Exhibit Description

2.1  Joint Prepackaged Plan of Reorganization of Predecessor and
     certain subsidiaries under chapter 11 of the Bankruptcy Code,
     filed as Exhibit 2.1 to Citicasters Inc.'s Form 10-Q for the
     quarterly period ended September 30, 1993. *

3.1  Restated Articles of Incorporation of Citicasters, filed as
     Exhibit 3.1 to Citicasters Inc.'s, Form 10-K for 1993. *
     
3.2  Restated Bylaws of Citicasters, filed as Exhibit 3.2 to
     Citicasters Inc.'s, Form 10-K for 1993.  *
     
4.1  Loan Agreement dated as of October 5, 1994, as modified from
     time to time, between Citicasters Co., Citicasters Inc. and
     certain banks, filed as Exhibit 4.1 to Citicasters Inc.'s, Form
     10-Q for the quarterly period ended September 30, 1994.  *

4.2  Indenture dated as of February 18, 1994, between Citicasters and
     Shawmut Bank, N.A., as Trustee relating to the 9-3/4% Senior
     Subordinated Notes due 2004 (the form of which 9-3/4% Senior
     Subordinated Notes due 2004 is included therein), filed as
     exhibit 4.2 to Citicasters Inc.'s 8-K dated February 18, 1994.*

10.1 Citicasters 1993 Stock Option Plan, filed as Exhibit 10.1 to
     Citicasters Inc.'s, Form 10-K for 1993.  *

10.2 1994 Directors Stock Option Plan, filed as Exhibit 10.2 to
     Citicasters Inc.'s, Form 10-K for 1994. *

10.3 Comprehensive Settlement Agreement dated as of December 1, 1993,
     by and among Predecessor, AFC, Carl H. Lindner and other parties
     named therein, as incorporated by reference to Exhibit 10.23 to
     Amendment No. 2 to Citicasters Inc.'s, Form S-4 Registration
     Statement No. 33-63036 dated September 27, 1993. *

11   Computation of earnings per common share

21   Subsidiaries of the Registrant
     
27   Financial Data Schedule

Registrant has no outstanding debt issues exceeding 10% of the assets of
Registrant and consolidated subsidiaries other than those listed above.

* Incorporated herein by reference

<PAGE> E-2
<TABLE>
               CITICASTERS INC. AND SUBSIDIARIES
     EXHIBIT 11 - COMPUTATION OF EARNINGS PER COMMON SHARE
            (In thousands except per share amounts)

<CAPTION>
                                                       Year ended     Year ended 
                                                       December 31,   December 31,
                                                       1995           1994     
<S>                                                    <C>            <C>
Net earnings used to calculate primary and fully-
    diluted earnings per share                         $14,317        $63,106 
               
Shares used in calculation of primary earnings
    per share:
  Weighted average common shares                        20,102         24,536 
  Dilutive effect of assumed exercise of certain
    options for the purchase of common shares              915            241
  Weighted average common shares used to calculate
    primary earnings per share                          21,017         24,777 
               
Primary earnings per common share                         $.68          $2.55




Shares used in calculation of fully-diluted
     earnings per share:
  Weighted average common shares                       20,102          24,536
  Dilutive effect of assumed exercise of
      certain options for the purchase
      of common shares                                  1,076             488
  Weighted average common shares used to calculate               
      fully-diluted earnings per share                 21,178          25,024
               
Fully-diluted earnings per common share                  $.68           $2.52 
</TABLE>

As a result of the effects of the reorganization, earnings per share for
periods ending on or prior to December 31, 1993 have been rendered
meaningless and, therefore omitted from the financial statements.

<PAGE> E-3

              CITICASTERS INC.
                 EXHIBIT 21
       SUBSIDIARIES OF THE REGISTRANT



    The following is a list of subsidiaries of Citicasters Inc. at
December 31, 1995.  All corporations listed are 100% owned subsidiaries
of Citicasters Inc.

                                   State of
      Name of Company              Incorporation
      Citicasters Co.                  Ohio

     The names of certain subsidiaries are omitted, as such subsidiaries
in the aggregate would not constitute a significant subsidiary.