FORM 10-K/A

              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C.  20549

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 1997
                               OR
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
                  Commission File No. 0-12404

                  JACOR COMMUNICATIONS, INC.

A Delaware Corporation            Employer Identification No. 31-0978313

50 East RiverCenter Blvd. 12th Floor    Telephone (606) 655-2267
Covington, Kentucky  41011

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
            Common Stock, no par value
            Common Stock Purchase Warrants expiring September 18, 2001
            Common Stock Purchase Warrants expiring February 27, 2002
            Liquid Yield Option Notes due 2011
            Liquid Yield Option Notes due 2018

Other securities for which reports are submitted pursuant to
Section 15(d) of the Act:   10 1/8%  Senior Subordinated Notes due 2006
                             9 3/4% Senior Subordinated Notes due 2006
                             8 3/4% Senior Subordinated Notes due 2007
                             8% Senior Subordinated Notes due 2010

Indicate by check mark whether the Registrant, Jacor
Communications, Inc., (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter
period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
ninety days.
               Yes    X              No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will 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.

The aggregate market value of the voting stock held by
nonaffiliates of Registrant as of March 2, 1998 was $2,052,536,556.
The number of common shares outstanding as of March 2, 1998 was
50,757,782.

There are 95 pages in this document.
The index of exhibits appears on page 80.
                                
              Documents incorporated by Reference:
Portions of Registrant's definitive Proxy Statement to be filed
during April 1998 in connection with the Annual Meeting of
Shareholders presently scheduled to be held on May 20, 1998 are
incorporated by reference into Part III of this Form 10-K.


<PAGE>


Item 8.  Financial Statements and Supplementary Data

                                                               Page

Report of Independent Accountants                               44

Consolidated Balance Sheets:  December 31, 1997 and 1996        45

Consolidated Statements of Operations:
  Years ended December 31, 1997, 1996 and 1995                  46

Consolidated Statements of Shareholders' Equity:
  Years ended December 31, 1997, 1996 and 1995                  47

Consolidated Statements of Cash Flows:
  Years ended December 31, 1997, 1996 and 1995                  49

Notes to Consolidated Financial Statements                      51

Quarterly Financial Data                                        74



                                
                                
                                
                                
                            PART III
                                
                                
The information required by the following items will be included
in Jacor Communications, Inc.'s 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>


               REPORT OF INDEPENDENT ACCOUNTANTS








To the Shareholders and
Board of Directors of
Jacor Communications, Inc.

We have audited the accompanying consolidated balance sheets of
Jacor Communications, Inc. and Subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements  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.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Jacor Communications, Inc. and Subsidiaries
as of December 31, 1997 and 1996, and the consolidated results of
their operations and their cash flows for each of the three years
in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.





COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
February 11, 1998


<PAGE>

<TABLE>
                JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 1997 AND 1996
                   (In thousands, except share amounts)

<CAPTION>

                                                  1997             1996
<S>                                           <C>              <C>           
                     ASSETS
Current assets:
  Cash and cash equivalents                   $    28,724      $    78,137
  Accounts receivable, less allowance for
    doubtful accounts of $6,195 in 1997
    and $3,950 in 1996                            135,073           79,502
  Prepaid expenses and other                       33,790            8,963   
          Total current assets                    197,587          166,602
Property and equipment, net                       206,809          131,488
Intangible assets, net                          2,128,718        1,290,172
Other assets                                       68,764          116,680
            Total assets                      $ 2,601,878      $ 1,704,942

                     LIABILITIES
Current liabilities:
  Accounts payable                            $    17,294      $    12,600
  Accrued expenses and other                       68,971           30,774
  Accrued payroll                                  15,246            7,562
  Accrued income taxes                             16,738            4,596
          Total current liabilities               118,249           55,532

Long-term debt                                    987,500          670,000
Liquid Yield Option Notes                         125,300          118,682
Deferred tax liability                            338,867          264,878
Other liabilities                                 115,611          108,914


Commitments and contingencies

                     SHAREHOLDERS' EQUITY

Preferred Stock, authorized and unissued
   4,000,000 shares                                   -               -
Common Stock, no par value, $0.01 per share
   stated value; authorized 100,000,000
   shares, issued and outstanding shares:
   45,689,677 in 1997 and 31,287,221 in 1996          457             313
Additional paid-in capital                        863,086         432,721
Common stock warrants                              31,500          26,500
Unrealized gain on investments                        -             2,042
Retained earnings                                  21,308          25,360

            Total shareholders' equity            916,351         486,936
            Total liabilities and
              shareholders' equity            $ 2,601,878     $ 1,704,942

                   The accompanying notes are an integral
               part of the consolidated financial statements.

</TABLE>
<PAGE>


<TABLE>
          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF OPERATIONS
     for the years ended December 31, 1997, 1996 and 1995
            (In thousands, except per share amounts)
                                
<CAPTION>

                                       1997           1996           1995

<S>                                <C>            <C>             <C>          

    Broadcast revenue              $  595,229     $  250,461      $  133,103
         Less agency commissions       64,655         26,700          14,212

            Net revenue               530,574        223,761         118,891

    Broadcast operating expenses      356,783        151,065          87,290
    Depreciation and amortization      78,485         23,404           9,483
    Corporate general and
       administrative expenses         14,093          9,932           3,501

            Operating income           81,213         39,360          18,617

    Interest expense                  (82,315)       (32,244)         (1,444)
    Gain on sale of assets             11,135          2,539             -
    Other income, net                   2,971          5,716           1,092

            Income before
              income taxes and
            extraordinary loss         13,004         15,371          18,265

    Income tax expense                 (9,600)        (7,300)         (7,300)

     Income before
       extraordinary loss              3,404          8,071           10,965

     Extraordinary loss, net
       of income tax benefit          (7,456)        (2,966)            -

            Net (loss) income     $   (4,052)    $    5,105       $   10,965

    Basic net (loss) income
      per common share:
         Before extraordinary loss    $ .08          $ .32            $ .58
         Extraordinary loss            (.18)          (.12)            -
          Net (loss) income
            per common share          $(.10)         $ .20            $ .58

    Diluted net (loss) income
     per common share:
       Before extraordinary loss      $ .08          $ .30           $ .53
       Extraordinary loss              (.18)          (.11)           -
          Net (loss) income
           per common share           $(.10)         $ .19           $ .53

    Number of common shares used
       in Basic calculation           40,460         25,433         18,908

    Number of common shares used
       in Diluted calculation         42,163         26,442         20,532



            The accompanying notes are an integral
        part of the consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           for the years ended December 31, 1997, 1996 and 1995
                             (In thousands)

<CAPTION>



                     Common Stock    Additional  Common   Unrealized
                  Shares    Stated    Paid-In     Stock    Gain on     Retained
                            Value     Capital   Warrants  Investments  Earnings    Total
---------------------------------------------------------------------------------------------
<S>               <C>        <C>     <C>           <C>     <C>          <C>        <C>
Balances,
 December 31,
 1994             19,590     $196    $139,168      $390        -        $9,290     $149,044
Purchase and
 retirement
 of stock         (1,515)     (15)    (21,679)      -          -           -        (21,694)
Employee stock
 purchases            44        1         474       -          -           -            475
Exercise of
 stock options        28      -           195       -          -           -            195
Other                 10      -            90        (2)       -           -             88
Net income           -        -           -         -          -        10,965       10,965
---------------------------------------------------------------------------------------------
Balances,
 December 31,
 1995             18,157      182     118,248       388        -        20,255      139,073
Common stock
 offering         11,250      113     301,636       -          -           -        301,749
Employee stock
 purchases            48      -           672       -          -           -            672
Exercise of
 stock options       106        1         650       -          -           -            651
Conversion of
 warrants          1,726       17      14,704      (374)       -           -         14,347
Purchase of
 warrants            -        -        (5,080)      (14)       -           -         (5,094)
Issuance of
 warrants            -        -           -      26,500        -           -         26,500
Unrealized gain
 on investments      -        -           -         -       $2,042         -          2,042
Stock related
 compensation        -        -         1,891       -          -           -          1,891
Net income           -        -           -         -          -         5,105        5,105
---------------------------------------------------------------------------------------------
Balances,
 December 31,
 1996             31,287     $313    $432,721   $26,500    $ 2,042     $25,360     $486,936
---------------------------------------------------------------------------------------------

                          (Continued)



          The accompanying notes are an integral part
           of the consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>


               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           for the years ended December 31, 1997, 1996 and 1995
                               (In thousands)
                                (Continued)
    
<CAPTION>


                     Common Stock    Additional  Common   Unrealized
                  Shares    Stated    Paid-In     Stock    Gain on     Retained
                            Value     Capital   Warrants  Investments  Earnings    Total
---------------------------------------------------------------------------------------------

<S>               <C>        <C>     <C>       <C>         <C>         <C>         <C>
Balances,
 December 31,
 1996             31,287     $313    $432,721   $26,500    $ 2,042     $25,360     $486,936
Common stock
 offering          8,321       83     246,079      -          -           -         246,162
Stock issued for
 Acquisitions      5,774       58     179,370      -          -           -         179,428
Employee stock
 purchases            87        1       2,137      -          -           -           2,138
Exercise of
 stock options       220        2       3,030      -          -           -           3,032
Issuance of
 warrants           -          -         -        5,000       -           -           5,000
Sale of
 investments        -          -         -         -        (2,042)       -          (2,042)
Other               -          -         (251)     -          -           -            (251)
Net loss            -          -         -         -          -         (4,052)      (4,052)
---------------------------------------------------------------------------------------------
Balances,
 December 31,
 1997             45,689      $457   $863,086   $31,500       -        $21,308     $916,351



          The accompanying notes are an integral part
           of the consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>



               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
           for the years ended December 31, 1997, 1996 and 1995
                              (In thousands)

<CAPTION>

                                             1997         1996         1995

<S>                                       <C>          <C>          <C>
Cash flows from operating activities:
  Net (loss) income                       $ (4,052)    $  5,105     $10,965
  Adjustments to reconcile net (loss)
    income to net cash provided by
    operating activities:
     Depreciation                           17,836        7,661       3,251
     Amortization of intangible assets      60,649       15,743       6,232
     Extraordinary loss                      7,456        2,966         -
     Non-cash interest expense               6,618        4,327         -
     Provision for bad debts
       and other                             1,155        1,870       1,374
     Deferred income taxes                  (6,648)        (233)       (560)
     Gain on sale of assets                (11,135)      (2,539)        -
     Changes in operating assets and
       liabilities, net of effects
        of acquisitions and disposals:
         Accounts receivable               (37,495)     (18,626)     (2,344)
         Prepaid expense and other assets   (9,637)      (4,076)      1,029
          Accounts payable                   4,694       10,054        (424)
         Accrued expenses and other
            liabilities                     26,599        2,655       1,102

Net cash provided by
  operating activities                      56,040       24,907      20,625



                               (Continued)



                 The accompanying notes are an integral
              part of the consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>


               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
           for the years ended December 31, 1997, 1996 and 1995
                              (In thousands)
                               (Continued)


<CAPTION>
                                              1997         1996         1995
<S>                                       <C>           <C>           <C>
Cash flows from investing activities:
  Capital expenditures                    $ (19,980)    $ (11,852)    $(4,969)
  Cash paid for acquisitions               (680,206)     (826,302)    (34,008)
  Deposits on broadcast stations            (51,410)      (23,608)        -
  Purchase of intangible assets                -             -        (15,536)
  Proceeds from sale of assets               93,263         6,595         -
  Loans originated and other                   -           (4,097)     (9,827)
Net cash used by investing
    activities                             (658,333)     (859,264)    (64,340)


Cash flows from financing activities:
  Issuance of long-term debt                627,700       973,000      45,500
  Issuance of common stock                  246,161       316,726         758
  Repayment of long-term debt              (310,200)     (471,600)        -
  Payment of financing costs                (13,659)      (27,435)        -
  Stock options exercised                     2,272          -            -
  Issuance of LYONs                            -          115,172         -
  Purchase of common stock                     -             -        (21,694)
  Other                                         606          (806)       (387)

Net cash provided by
    financing activities                    552,880       905,057      24,177

Net (decrease) increase in cash
  and cash equivalents                      (49,413)       70,700     (19,538)
Cash and cash equivalents at
  beginning of year                          78,137         7,437      26,975

Cash and cash equivalents at
  end of year                             $  28,724     $  78,137    $  7,437

Supplemental disclosures of cash
flow information:
  Cash paid for:
     Interest                             $  72,191     $   5,300    $  1,400
     Income taxes                         $   5,383     $   4,992    $  6,662

Supplemental schedule of non-cash
investing and financing activities:
  Fair value of assets exchanged          $ 120,000     $ 170,000         -
  Liabilities assumed in acquisitions     $ 120,325     $ 296,187         -



                  The accompanying notes are an integral
              part of the consolidated financial statements.

</TABLE>
<PAGE>



           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
1.   ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS

     Description of Business
     
     As of December 31, 1997 the Company owned and/or operated
     159 radio stations and one television station in 39
     broadcast areas throughout the United States.  The Company
     also engages in businesses complementary to its radio and
     television stations, including producing and distributing
     syndicated programs, traffic reporting services for radio
     and television, and research services.
     
     Principles of Consolidation
     
     The accompanying consolidated financial statements include
     the accounts of Jacor Communications, Inc. and its
     subsidiaries.  All significant intercompany accounts and
     transactions have been eliminated.
     
     Revenues
     
     Revenues for commercial broadcasting advertisements are
     recognized when the commercial is broadcast.  Revenues from
     syndicated program fees are recognized over the term of the
     contracts.
     
     Barter Transactions
     
     Barter transactions are reported at the estimated fair value
     of the product or service received.  Revenue from barter
     transactions (advertising provided in exchange for goods and
     services) is recognized as income when advertisements are
     broadcast, and merchandise or services received are charged
     to expense when received or used.  If merchandise or
     services are received prior to the broadcast of the
     advertising, a liability (deferred barter revenue) is
     recorded.  If the advertising is broadcast before the
     receipt of the goods or services, a receivable is recorded.
     
     Consolidated Statements of Cash Flows
     
     For purposes of the consolidated statements of cash flows,
     the Company considers all highly liquid investments with an
     original maturity of three months or less, when purchased,
     to be cash equivalents.  The effect of barter transactions
     has been eliminated.
     
     Concentrations of Credit Risk
     
     Financial instruments which potentially subject the Company
     to concentrations of credit risk consist principally of
     temporary cash investments and accounts receivable.
     Concentrations of credit risk with respect to accounts
     receivable are limited due to the large number of customers
     comprising the Company's customer base and their dispersion
     across many different geographic areas of the country.


<PAGE>     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
1.   ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued

     Property and Equipment
     
     Property and equipment are stated at cost less accumulated
     depreciation; depreciation is provided on the straight-line
     basis over the estimated useful lives of the assets as
     follows:
     
          Land improvements               20 Years
          Buildings                       25 Years
          Equipment                     3 to 20 Years
          Furniture and fixtures        5 to 12 Years
          Leasehold improvements        Life of lease
     
     Intangible Assets
     
     Intangible assets are stated at cost less accumulated
     amortization; amortization is provided principally on the
     straight-line basis over the following lives:
     
          Broadcasting licenses           40 Years
          Goodwill                        40 Years
          Contracts and other
             intellectual property      3 to 25 Years
     
     The carrying value of intangible assets is reviewed by the
     Company when events or circumstances suggest that the
     recoverability of an asset may be impaired.  If this review
     indicates that goodwill and licenses will not be
     recoverable, as determined based on the undiscounted cash
     flows of the entity over the remaining amortization period,
     the carrying value of the goodwill and licenses will be
     reduced accordingly.
     
     Use of Estimates
     
     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities, and disclosure of
     contingent assets and liabilities, at the dates of the
     financial statements and the reported amounts of revenues
     and expenses during the reporting periods.  Actual results
     could differ from those estimates.
     
     Fair Value of Financial Instruments
     
     The fair value of the Company's publicly traded debt is
     based on quoted market prices.  It was not practicable to
     estimate the fair value of borrowings under the Company's
     Credit Facility since there is no liquid market for this
     debt.
     


<PAGE>

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                            
                               
                                
1.   ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued
     
     
     Earnings Per Share
     
     Basic earnings per share equals net earnings divided by the
     weighted average number of common shares outstanding.
     Diluted earnings per share equals net earnings divided by
     the weighted average number of common shares outstanding
     after giving effect to other dilutive securities.
     
     Earnings per share calculations have been made in compliance
     with Statement on Financial Accounting Standards No. 128,
     "Earnings Per Share" ("SFAS 128").  SFAS 128 became
     effective for the fourth quarter of 1997 calculations.
     Prior year calculations have been restated to reflect the
     adoption of SFAS 128.
     
     Stock Based Compensation Plans
     
     The Company accounts for its employee and director stock
     based compensation plans in accordance with APB Opinion No.
     25. The Company has elected not to adopt the cost
     recognition provisions of Statement of Financial Accounting
     Standards No. 123, ("SFAS 123") "Accounting for Stock Based
     Compensation".  The Company follows only the disclosure
     provisions of SFAS 123 as permitted by the statement.
     
     Reclassifications
     
     Certain prior year amounts have been reclassed to conform to
     1997 presentation.  These changes had no impact on
     previously reported results of operations or shareholders'
     equity.
     

<PAGE>
     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
2.   ACQUISITIONS

     Completed 1997 Radio Station Acquisitions and Dispositions
     
     During 1997, the Company completed acquisitions of 86 radio
     stations in 33 broadcast areas for a purchase price
     consisting of (i) $344.4 million in cash, of which $26.1
     million was placed in escrow in 1996, (ii) the issuance of
     approximately 4.3 million shares of common stock valued at
     $126.8 million, and (iii) the issuance of warrants to
     acquire 500,000 shares of common stock at $40 per share
     valued at $5.0 million.  As a result of the acquisitions,
     approximately $49.8 million in goodwill was recorded by the
     Company, representing acquisition costs in excess of the
     fair value of identifiable tangible and intangible assets
     acquired.
     
     The Company also completed three separate like-kind
     exchanges of broadcast properties, exchanging five stations
     and net cash of $11.0 million, of which $3.6 million was
     placed in escrow in 1996, for nine stations.  The Company
     sold one station in San Diego, California for $6.0 million
     and one station in Lexington, Kentucky for $3.5 million.
     
     Completed 1997 Broadcasting Services Acquisitions
     
     In June 1997, the Company acquired by merger a company that
     produces syndicated network radio programs and services
     which it distributes in exchange for commercial broadcast
     time that it resold to national advertisers.  The total
     consideration paid by the Company including payment for
     certain Premiere Radio Networks, Inc. ("Premiere") warrants
     and stock options, was $189.8 million, consisting of $138.8
     million in cash and the issuance of 1,416,886 shares of
     common stock.  Approximately $104.0 million in goodwill was
     recorded by the Company in conjunction with the acquisition.
     
     In April 1997, the Company acquired substantially all of the
     assets relating to the broadcast distribution and related
     print and electronic media publishing businesses of Radio-
     Active Media (formerly EFM Media Management), for $50.0
     million in cash. Additionally, in October 1997,the Company
     acquired the rights to The Dr. Laura Schlessinger Show from
     Synergy Broadcasting, Inc. and the assets of Multiverse
     Networks, L.L.C., a network radio sales representation firm
     for $71.5 million in cash.
     
     The Company completed the acquisition of two additional
     broadcasting service companies for a purchase price of
     approximately $29.0 million.
     
<PAGE>                                
                                
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     
     
     
     
     
     
2.   ACQUISITIONS, Continued
     
     Completed 1996 Radio Station Acquisitions and Exchanges
     
     In 1996, the Company effected the following transactions:
     acquired 36 radio stations and two television stations in 14
     broadcast areas; acquired the right to provide programming
     to and sell air time for two radio stations in one broadcast
     area; exchanged via like-kind exchange one television
     station for 6 radio stations in two existing broadcast areas
     and one new broadcast area, and; financed the purchase of a
     40% interest in a newly formed, limited liability company.
     For the above transactions, the Company paid approximately
     $974.0 million in cash.
     
     All of the above acquisitions have been accounted for as
     purchases.  The excess cost over the fair value of net
     assets acquired is being amortized over 40 years.  The
     results of operations of the acquired businesses are
     included in the Company's financial statements since the
     respective dates of acquisition.  Assuming each of the 1997
     and 1996 acquisitions had taken place at the beginning of
     1996 and 1997, unaudited pro forma consolidated results of
     operations would have been as follows:
     
     
                                              Pro Forma (Unaudited)
                                             Year Ended December 31,
                                             1997               1996
     
     Net revenue                           $ 591,093          $ 542,089
     
     Net income (loss) before
       extraordinary loss                        403            (12,614)
                                
     Diluted income (loss) per common share     $.01              ($.28)


    These unaudited pro forma amounts do not purport to be
    indicative of the results that might have occurred if the
    foregoing transactions had been consummated on the indicated dates.


<PAGE>

               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
2.   ACQUISITIONS, Continued

     Radio Station Acquisitions Completed Subsequent to December 31, 1997
     
     The Company completed the purchase of eight radio stations
     in three existing broadcast areas and one new broadcast area
     for $25.5 million in cash, and completed a like-kind
     exchange of six radio stations in one broadcast area for
     four radio stations in one broadcast area.
     
     
     Broadcasting Services Acquisitions Completed Subsequent to
     December 31, 1997
     
     The Company acquired two radio broadcasting service
     companies for $3.1 million in cash, plus additional
     contingent consideration of up to $1.6 million payable over
     three years.
     
     
     Pending Acquisitions and Dispositions
     
     In December 1997 the Company entered into a binding
     agreement to purchase the assets of Nationwide
     Communications, Inc.'s 17 radio stations (the "Nationwide
     Transaction") for $620.0 million, of which $30.0 million was
     placed in escrow in 1997.  The stations are located in
     Dallas, Houston, Minneapolis, Phoenix, Baltimore, San Diego,
     Cleveland and Columbus.  The Company anticipates this
     transaction will close in the second quarter of 1998.  The
     Company has signed a letter of intent to sell two radio
     stations in the San Diego broadcast area for $65.2 million
     upon the consummation of the Nationwide Transaction.
     
     In January 1998, the Company entered into a binding
     agreement to acquire all of the stock of Chancellor
     Broadcasting Co., syndicator of Art Bell's national network
     radio programs, Talk Radio Network, Inc., syndicator of 17
     radio programs, and radio station KOPE-FM in Medford,
     Oregon, for approximately $9.0 million.

     In February 1998, the Company entered into a binding
     agreement with Smith Broadcasting, Inc. to purchase a
     construction permit for a new FM radio station in Vancouver,
     Washington for approximately $20.7 million in cash, all of
     which was paid in escrow in 1998.

     The Company has entered into agreements to purchase FCC
     licenses and substantially all of the broadcast assets of 14
     stations in nine of the Company's existing broadcast areas
     and in two new broadcast areas for a total purchase price of
     approximately $68.1 million in cash, of which $12.0 million
     has already been paid in escrow through December 31, 1997,
     and to exchange the assets of one station for another
     station in one broadcast area.  The Company has also entered
     into agreements to sell the FCC licenses and substantially
     all of the broadcast assets of two radio stations in one
     broadcast area for approximately $0.2 million in cash.

<PAGE>


                 JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                

3.   SUBSEQUENT OFFERINGS

     In February 1998, the Company completed offerings of debt
     and equity securities, as described below.
     
     The Company completed an offering of 5,073,000 shares of
     Common Stock at $50.50 per share net of underwriting
     discounts of $2.02 per share (the "Stock Offering").  Net
     proceeds to the Company from the Stock Offering were
     approximately $245.9 million.
     
     The Company issued $120.0 million in aggregate principal
     amount at maturity of 8% Senior Subordinated Notes (the "8%
     Notes") due 2010.  Net proceeds to the Company were $117.1
     million.
     
     The Company issued 4 3/4% Liquid Yield Option Notes due 2018
     in the aggregate principal amount at maturity of $426.9
     million.  Each 1998 LYON had an issue price of $391.06 and a
     principal amount at maturity of $1,000.  The 1998 LYONs are
     convertible, at the option of the holder, at any time on or
     prior to maturity, into Common Stock at a conversion rate of
     6.245 shares per each 1998 LYON, for an aggregate of
     approximately 2.7 million shares of common stock.  Net
     proceeds from the issuance of the 1998 LYONs were $161.9
     million.
     
     A portion of the net proceeds from the above transactions
     was used to pay off the Revolving Credit Facility.  The
     remainder will be used to fund the pending acquisitions, and
     are currently held in short-term, highly liquid securities.
     


<PAGE>     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                           
                                
                                

4.   PROPERTY AND EQUIPMENT

     Property and equipment at December 31, 1997 and 1996 consist
     of the following (in thousands):
     
                                               1997      1996
     
          Land and land improvements       $ 21,128    $ 14,269
          Buildings                          26,077      20,249
          Equipment                         162,885      97,491
          Furniture and fixtures             19,919       7,524
          Leasehold improvements              8,006       5,872
                                            238,015     145,405
          Less accumulated depreciation     (31,206)    (13,917)
                                           $206,809    $131,488
          
5.   INTANGIBLE ASSETS

     Intangible assets at December 31, 1997 and 1996 consist of
     the following (in thousands):
     
                                             1997           1996
     
          Broadcasting licenses          $1,465,020    $  987,953
          Goodwill                          404,684       250,884
          Contracts and other
            intellectual assets             355,668        86,489
                                          2,225,372     1,325,326
          Less accumulated amortization     (96,654)      (35,154)
                                         $2,128,718    $1,290,172
     

<PAGE>


           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                



6.   OTHER ASSETS

     The Company's other assets at December 31, 1997 and 1996
     consist of the following (in thousands):
     
                                         December 31,   December 31,
                                             1997          1996
     
     News Corp Warrants                  $   -           $  39,800
     Acquisition escrows                   51,410           30,804
     Marketable securities                   -              13,965
     Other                                 17,354           32,111
                                         $ 68,764         $116,680
     
     
     In February 1997, the Company sold its investment in the
     News Corp Warrants for $44.5 million in cash and recorded a
     pretax gain of $4.7 million.
     
     In May 1997, the Company sold its investment in Paxson
     Communications Corporation stock for $20.3 million in cash
     and recorded a pretax gain of $6.1 million.
     
     <PAGE>
     
           JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
7.   LONG-TERM DEBT

     The Company's debt obligations at December 31, 1997 and 1996
     consist of the following (in thousands):
     
                                            1997          1996
     
     Credit Facility borrowings........   $567,500     $400,000
     10 1/8% Senior Subordinated Notes,
        due 2006.......................    100,000      100,000
     9 3/4% Senior Subordinated Notes,
        due 2006.......................    170,000      170,000
     8 3/4% Senior Subordinated Notes,
        due 2007.......................    150,000         -
                                          $987,500     $670,000
     
     
     
     New Credit Facility
     
     In September 1997, the Company, through Jacor Communications
     Company ("JCC"),  entered into a new $1.15 billion credit
     facility (the "Credit Facility") with a syndicate of banks
     and other financial institutions.  The Credit Facility
     replaces the Company's previous credit facility entered into
     in June 1996, as amended.  The Credit Facility increased the
     Company's borrowing capacity by $400 million and consists of
     two components: (i) a revolving credit facility of up to
     $750 million with a mandatory commitment reduction of $50.0
     million on June 30, 2000 continuing semi-annually through
     June 2003, and a final maturity date of December 31, 2004;
     and (ii) a term loan of up to $400 million with a scheduled
     reduction of $35.0 million on December 31, 1999 with
     increasing semi-annual reductions thereafter and a final
     maturity date of December 31, 2004.  At December 31, 1997,
     the outstanding balance of the term loan was $400.0 million.
     Amounts repaid or prepaid under the Term Loan may not be
     reborrowed.
     
     The loans under the Credit Facility are guaranteed by each
     of the Company's direct and indirect subsidiaries other than
     certain immaterial subsidiaries.  JCC's obligations under
     the Credit Facility are secured by a first priority lien on
     the capital stock of the Company's subsidiaries, an
     assignment of all intercompany debt and of certain time
     brokerage agreements, and by the guarantee of JCC's parent
     company, Jacor Communications Inc. ("Jacor").
     
     The Credit Facility bears interest at a rate that fluctuates
     with an applicable margin, with a minimum applicable margin
     to a maximum of 1.75%, based on the Company's ratio of total
     debt to earnings before interest, taxes, depreciation and
     amortization for the four consecutive fiscal quarters then
     most recently ended (the "Leverage Ratio"), plus a bank base
     rate or a Eurodollar base rate, as applicable.  At December
     31, 1997, the average interest rate on Credit Facility
     borrowings was 6.60%.  The Company pays interest on the
     unused portion of the Revolving Credit Facility at a rate
     ranging from 0.250% to 0.375% per annum, based on the
     Company's Leverage Ratio.
     
     
<PAGE>

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
                                
7.   LONG-TERM DEBT, Continued
     
     The Credit Facility contains covenants and provisions that
     restrict, among other things, the Company's ability to: (i)
     incur additional indebtedness; (ii) incur liens on its
     property; (iii) make investments and advances; (iv) enter
     into guarantees and other contingent obligations; (v) merge
     or consolidate with or acquire another person or engage in
     other fundamental changes; (vi) engage in certain sales of
     assets; (vii) engage in certain transactions with
     affiliates; and (viii) make restricted junior payments.  The
     Credit Facility also requires the satisfaction of certain
     financial performance criteria (including a consolidated
     interest coverage ratio, a debt-to-operating cash flow ratio
     and a consolidated operating cash flow available for fixed
     charges ratio) and the repayment of loans under the Credit
     Facility with proceeds of certain sales of assets and debt
     issuances.
     
     In 1997 and 1996, the Company recognized extraordinary
     losses of approximately $7.5 million and $3.0 million,
     respectively, net of income tax credit, related to the write
     off of debt financing costs due to significant amendments to
     the Company's Credit Facility.
     
     10 1/8% Senior Subordinated Notes Due 2006
     
     Interest on the 10 1/8% Senior Subordinated Notes (the "10
     1/8% Notes") is payable semi-annually.  The 10 1/8% Notes
     will be redeemable at the option of the Company, in whole or
     in part, at any time on or after June 15, 2001.  The
     redemption prices commence at 105.063% and are reduced by
     1.688% annually until June 15, 2004 when the redemption
     price is 100%.  At December 31, 1997, the market value of
     the 10 1/8% Notes exceeded carrying value by approximately
     $8.6 million.  At December 31, 1996 the market value of the
     10 1/8% Notes exceeded carrying value by approximately $3.0
     million.
     
     9 3/4% Senior Subordinated Notes Due 2006
     
     Interest on the 9 3/4% Senior Subordinated Notes (the "9
     3/4% Notes") is payable semi-annually.  The 9 3/4% Notes
     will be redeemable at the option of the Company, in whole or
     part, at any time on or after December 15, 2001.  The
     redemption prices commence at 104.875% and are reduced by
     1.625% annually until December 15, 2004 when the redemption
     price is 100%.  At December 31, 1997, the market value of
     the 9 3/4% Notes exceeded carrying value by approximately
     $12.1 million.  At December 31, 1996 the market value of the
     9 3/4% Notes exceeded carrying value by approximately $3.4
     million.
     
<PAGE>
     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
                                
                                
7.   LONG-TERM DEBT, Continued
     
     8 3/4% Senior Subordinated Notes Due 2007
     
     In June 1997, the Company completed an offering of $150
     million of its 8 3/4% Senior Subordinated Notes (the "8 3/4%
     Notes").  The 8 3/4% Notes will mature on June 15, 2007.
     Interest on the 8 3/4% Notes is payable semi-annually on
     June 15 and December 15 of each year, commencing on December
     15, 1997.  The 8 3/4% Notes will be redeemable at the option
     of the Company, in whole or in part, at anytime on or after
     June 15, 2002.  The redemption prices commence at 104.375%
     and are reduced by 1.458% annually until June 15, 2005 when
     the redemption price is 100%.  At December 31, 1997 the
     market value of the 8 3/4% Notes exceeded carrying value by
     approximately $3.8 million.
     
     The 10 1/8% Notes, 9 3/4% Notes and 8 3/4% Notes (the
     "Notes") are obligations of  JCC, and are jointly and
     severally, fully and unconditionally guaranteed on a senior
     subordinated basis by Jacor and by all of the Company's
     subsidiaries (the "Subsidiary Guarantors").  JCC and each of
     the Subsidiary Guarantors are wholly owned direct or
     indirect subsidiaries of Jacor.  Separate financial
     statements of JCC and each of the Subsidiary Guarantors are
     not presented because Jacor believes that such information
     would not be material to investors.  The direct and indirect
     non-guarantor subsidiaries of Jacor are inconsequential,
     both individually and in the aggregate.  Additionally, there
     are no current restrictions on the ability of the Subsidiary
     Guarantors to make distributions to JCC, except to the
     extent provided by law generally.  JCC's credit facility and
     the terms of the indentures governing the Notes do restrict
     the ability of JCC and of the Subsidiary Guarantors to make
     distributions to the Registrant.
     
     Summarized financial information with respect to Jacor and
     with respect to the Subsidiary Guarantors on a combined
     basis as of December 31, 1997, 1996 and 1995 and for each of
     the three years in the period ended December 31, 1997; and
     with respect to JCC as of December 31, 1997 and 1996 and for
     the year ended December 31, 1997 and for the period from
     June 6, 1996 to December 31, 1996 is as follows:
     
     
<PAGE>
<TABLE>

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                

                                
7.   LONG-TERM DEBT, Continued

<CAPTION>     

                                   Jacor                   _______JCC_______
                          1997      1996      1995         1997         1996
<S>                   <C>         <C>       <C>       <C>          <C>
Operating Statement
Data (in thousands):

Net revenue                 -         -         -            -            -
Equity in earnings
  of subsidiaries     $  (1,958)   $10,237  $ 10,965    $  3,191      $11,864
Operating (loss)
  income                (15,387)       305    10,965       3,191       11,864
(Loss) income before
  extraordinary items    (4,052)     5,105    10,965       5,498       13,203
Net (loss) income        (4,052)     5,105    10,965      (1,958)      10,237

Balance Sheet Data
(in thousands):

Current assets       $    1,316   $  1,538             $   41,203  $   75,626
Non-current assets    1,165,970    722,918              2,122,648   1,615,504
Current liabilities      28,853     16,253                 13,184       9,975
Non-current
  liabilities           222,082    221,267              1,478,765   1,056,348
Shareholders' equity    916,351    486,936                671,902     273,384

</TABLE>
<TABLE>
                                       Combined
                                 Subsidiary Guarantors

<CAPTION>
                            1997         1996          1995
<S>                      <C>           <C>           <C>
Operating Statement
Data (in thousands):

Net revenue              $ 530,574     $223,761      $118,891
Equity in earnings
  of subsidiaries            -            -             -
Operating income            95,306       49,292        18,617
Income before
  extraordinary items        3,191       11,864        18,617
Net income                   3,191       11,864        10,965

Balance Sheet Data
(in thousands):

Current assets         $   155,068   $   89,438
Non-current assets       2,446,810    1,615,504
Current liabilities         76,212       29,304
Non-current
  liabilities            1,609,315    1,188,702
Shareholders' equity       916,351      486,936

</TABLE>
<PAGE>



           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                

8.   LIQUID YIELD OPTION NOTES

     In June 1996, the Company issued 5 1/2% Liquid Yield Option
     Notes ("LYONs") due 2011 in the aggregate principal amount
     at maturity of $259.9 million.  Each LYON had an issue price
     of $443.14 and a principal amount at maturity of $1,000.  At
     December 31, 1997 the accreted value of the LYONs was $125.3
     million which included $6.6 million of interest accreted
     during 1997.  At December 31, 1996 the accreted value of the
     LYONs was $118.7 million which included $3.5 million of
     interest accreted during 1996.
     
     Each LYON is convertible, at the option of the holder, at
     any time on or prior to maturity, into Common Stock at a
     conversion rate of 13.412 shares per LYON.
     
     The LYONs are not redeemable by the Company prior to June
     12, 2001.  Thereafter, the LYONs are redeemable for cash at
     any time at the option of the Company, in whole or in part,
     at redemption prices equal to the issue price plus accrued
     original issue discount to the date of redemption.
     
     The LYONs will be purchased by the Company, at the option of
     the holder, on June 12, 2001 and June 12, 2006, for a
     purchase price of $581.25 and $762.39 (representing issue
     price plus accrued original issue discount to each date),
     respectively, representing a 5 1/2% yield per annum to the
     holder on such date.  The Company, at its option, may elect
     to pay the purchase price on any such purchase date in cash
     or common stock, or any combination thereof.
     
     At December 31, 1997, the market value of the LYONs exceeded
     the carrying value by approximately $64.4 million.  At
     December 31, 1996, the market value of the LYONs was less
     than the carrying value by approximately $3.0 million.
     

9.   CAPITAL STOCK

     Warrants
     
     In connection with a 1997 acquisition, the Company issued
     warrants to acquire 500,000 shares of common stock with an
     exercise price of $40 per share.  The warrants expire in
     February 2002.
     
     In connection with a 1996 acquisition, the Company issued
     warrants to acquire 4,400,000 shares of common stock with an
     exercise price of $28 per share.  The warrants expire in
     September 2001.
     
     In connection with a 1996 Stock Offering, the Company
     determined that it would convert the 1,983,605 outstanding
     1993 Warrants into the right to receive the Fair Market
     Value (as defined) calculated to be $19.70 per Warrant.
     Prior to the conversion, the Company issued 1,726,004 shares
     of Common Stock with proceeds aggregating approximately
     $14.3 million upon exercise of such warrants by the holders.
     The Company used approximately $5.1 million of these
     proceeds to fund the conversion of the remaining 1993
     Warrants presented for redemption.
     
<PAGE>     

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




10.  STOCK BASED COMPENSATION PLANS
     
     1993 Stock Option Plan
     
     Under the Company's 1993 stock option plan (the "1993
     Plan"), options to acquire up to 2,769,218 shares of common
     stock can be granted to directors, officers and key
     employees at no less than the fair market value of the
     underlying stock on the date of grant.  The 1993 Plan
     permits the granting of non-qualified stock options
     (NQSOs)as well as incentive stock options(ISOs).  Between
     25% and 30% of the options vest on the date of grant and
     between 20% and 30% vest on each of the next three
     anniversaries of the grant date.  Options expire 10 years
     after grant and the plan will terminate no later than
     February 7, 2003.  At December 31, 1997, 618 shares were
     available for grant.
     
     1997 Long-Term Incentive Stock Plan
     
     In April 1997, the Board of Directors of the Company adopted
     the 1997 Long-Term Incentive Stock Plan ("the Long-Term
     Plan").  The Long-Term Plan authorizes the issuance of up to
     1,800,000 shares of Common Stock pursuant to the grant or
     exercise of stock options, including NQSOs and ISOs,
     restricted stock, stock appreciation rights (SARs), and
     certain other instruments to executive officers and other
     key employees, subject to board approval and certain other
     restrictions.  Stock options may not be granted at less than
     the fair market value of the underlying stock on the date of
     grant.  Twenty-five percent of the options vest on the date
     of the grant and 25% vest on each of the next three
     anniversaries of the grant date.  Options expire 10 years
     after grant.  At December 31, 1997, 1,166,312 shares were
     available for grant.
     
     1997 Non-Employee Directors Stock Plan and Stock Purchase Plan
     
     In April 1997, the Board of Directors of the Company adopted
     the 1997 Non-Employee Directors Stock Plan (the "Directors
     Stock Plan").  The Directors Stock Plan authorizes the
     issuance of up to 350,000 shares of
     Jacor Common Stock pursuant to the grant or exercise of
     NQSOs, SARs, restricted stock and other performance
     instruments.  Stock options may not be granted at less than
     the fair market value of the underlying stock on the date of
     grant.  Twenty-five percent of the options vest on the date
     of the grant and 25% vest on each of the next three
     anniversaries of the grant date.  Options expire 10 years
     after grant.  At December 31, 1997, 310,000 shares were
     available for grant.  Also, the Company adopted a stock
     purchase plan for its non-employee directors authorizing the
     issuance of up to 150,000 shares of Jacor common stock.
     Stock may be purchased at a 15% discount from fair value and
     purchases are limited to $100,000 per director in a calendar
     year.
     
<PAGE>
     
     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




10.  STOCK BASED COMPENSATION PLANS, Continued

     
     Information pertaining to the plans for the years ended
     December 31, 1995, 1996 and 1997 is as follows:
     
                                          Number of     Weighted Average
                                           Shares        Exercise Price

1995:
     Outstanding at beginning of year..  1,351,310            $ 6.16
     Granted...........................    245,000            $14.61
     Exercised.........................    (27,790)           $ 5.81
     Outstanding at end of year........  1,568,520            $ 7.52
     Exercisable at end of year........  1,093,340            $ 6.57
     Available for grant at end of year  1,092,618

1996:
     Outstanding at beginning of year..  1,568,520            $ 7.52
     Granted...........................    594,500            $23.63
     Exercised.........................   (106,410)           $ 6.10
     Outstanding at end of year........  2,056,610            $12.26
     Exercisable at end of year........  1,507,000            $ 8.68
     Available for grant at end of year    523,118

1997:
     Outstanding at beginning of year..  2,056,610            $12.26
     Granted...........................  1,196,188            $24.92
     Exercised.........................   (212,679)           $11.61
      Surrendered.......................   (15,490)           $26.71
     Outstanding at end of year........  3,024,629            $17.20
     Exercisable at end of year........  2,228,095            $13.72
     Available for grant at end of year  1,476,930

<PAGE>

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





10.  STOCK BASED COMPENSATION PLANS, Continued

     The fair value of each stock option granted is estimated on
     the date of grant using the Black-Sholes option-pricing
     model with the following assumptions for grants in 1997,
     1996 and 1995, respectively: risk-free interest rates are
     different for each grant and range from 5.24% to 6.51%; the
     expected lives of options are 5 years; and volatility of
     approximately 35% for all grants.  A summary of the fair
     value of options granted in 1997, 1996 and 1995 follows:
     
                                          1997      1996        1995
     
     Weighted-average fair value of
       options granted at-the-money      $12.26    $ 9.42      $  5.70
     Weighted-average fair value of
       options granted at a premium         -      $ 8.46      $  5.33
     Weighted-average fair value of
       options granted at a discount     $28.15       -            -
     Weighted-average fair value of all
       options granted during the year   $16.29    $ 9.07      $  5.44
     
     The options granted at a discount in 1997 were related to
     approximately 304,000 options outstanding to purchase
     Premiere common stock, which were converted to equivalent
     Jacor NQSOs at the time of the merger.
     
     The following table summarizes information about stock
     options outstanding at December 31, 1997:


<TABLE>
<CAPTION>
                       OPTIONS OUTSTANDING                   OPTIONS EXERCISABLE
                                 Weighted     Weighted                   Weighted
    Range of         Number       Average     Average          Number    Average
    Exercise      Outstanding    Remaining    Exercise      Exercisable  Exercise
     Prices       at 12/31/97      Life        Price        at 12/31/97    Price

<S>                <C>             <C>         <C>           <C>          <C>                  
$5.74 to $9.65     1,239,865       5.44        $ 6.29        1,239,865    $ 6.29

$12.70 to $19.96     356,641       7.91        $15.94          299,341    $15.89

$21.25 to $30.66   1,379,123       9.02        $26.53          676,638    $25.84

$37.25 to $45.94      49,000       9.56        $39.57           12,250    $39.80

$ 5.74 to $45.94   3,024,629       7.43        $17.20        2,228,095    $13.72

</TABLE>
<PAGE>                                   
                                   
              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





10.  STOCK BASED COMPENSATION PLANS, Continued
     
     Employee Stock Purchase Plan
     
     Under the 1995 Employee Stock Purchase Plan, the Company is
     authorized to issue up to 700,000 shares of common stock to its
     full-time and part-time employees, all of whom are eligible to
     participate.  Under the terms of the Plan, employees can choose
     each year to have up to 10 percent of their annual base earnings
     withheld to purchase the Company's common stock.  The purchase
     price of the stock is 85% of the lower of its beginning-of-period
     or end-of-period market price.  Under the Plan, the Company sold
     74,767 shares for approximately $23.27 per share and 12,376 shares
     for approximately $32.19 per share in 1997, 47,232 shares for
     $14.24 per share in 1996 and 43,785 shares for $10.84 per share in
     1995.  The fair market value of the right to acquire common stock
     under the Stock Purchase Plan was $8.40 per share granted on
     January 1 and $9.80 per share granted on July 1 in 1997, $4.81 per
     share in 1996 and $3.71 per share in 1995.
     
     Had the compensation cost for the Company's stock-based
     compensation plans been determined consistent with SFAS 123, the
     Company's net income (loss) and net income (loss) per common share
     for 1997, 1996 and 1995 would approximate amounts below (in
     thousands, except per share amounts):
     
                                               1997        1996         1995
     
     Net (loss)income:
          As reported                        $ (4,052)    $ 5,105     $10,965
          Pro forma                          $(10,691)    $ 3,826     $10,398
     
     Diluted net (loss)income per
       common share:
          As reported                        $  (0.10)    $  0.19    $   0.52
          Pro forma                          $  (0.25)    $  0.14    $   0.50
     
     In 1996, the Company recorded compensation expense of
     approximately $1.9 million related to stock units issued to
     officers and directors and stock options issued to non-employees
     of the Company.  The expense related to the stock units was equal
     to the fair value of the stock for which the units can be
     converted into on the date of grant.  The fair value of the
     options was determined using the Black-Sholes option pricing model
     and the following assumptions: risk-free interest rate of 5.79%;
     expected life of 5 years; and volatility of approximately 35%.
     The options were 100% vested on the date of grant.
     
<PAGE>     

              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




11.  INCOME TAXES

     Income tax expense for the years ended December 31, 1997, 1996 and
     1995 is summarized as follows (in thousands):


                                Federal      State         Total

     1997:
        Current                $13,200      $ 3,000      $16,200
        Deferred                (5,400)      (1,200)      (6,600)
                                 7,800        1,800        9,600
         Tax benefit from
          extraordinary loss    (4,000)        (900)      (4,900)
                               $ 3,800      $   900      $ 4,700

     1996:
        Current                $ 6,185      $1,348       $7,533
        Deferred                  (185)        (48)        (233)
                                 6,000       1,300        7,300
        Tax benefit from
         extraordinary loss     (1,631)       (346)      (1,977)
                               $ 4,369      $  954       $5,323

     1995:
        Current                $ 6,600      $1,260       $7,860
        Deferred                  (500)        (60)        (560)
                               $ 6,100      $1,200       $7,300


     The provisions for income tax differ from the amount computed by
     applying the statutory federal income tax rate due to the
     following:

                                          1997        1996        1995
     Federal income tax at
       the statutory rate              $ 5,173     $ 5,627     $ 6,393
     Amortization not deductible         3,449       1,262         606
     State income taxes, net of any
       current federal income tax
       benefit                             589         620         780
     Other                                 389        (209)       (479)
                                       $ 9,600     $ 7,300     $ 7,300

<PAGE>                                   
                                   
              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




11.  INCOME TAXES, continued


     The tax effects of the significant temporary differences which
     comprise the deferred tax liability at December 31, 1997, 1996 and
     1995 are as follows:

                                      1997         1996         1995
     Deferred tax assets:
       Accrued expenses and
        reserves                   $ (7,479)    $(11,104)     $(1,992)
       Net operating loss
        carryforwards               (11,461)     (12,000)         -
       Other                         (4,047)      (2,098)        (142)
                                    (22,987)     (25,202)      (2,134)
     Deferred tax liabilities:
       Property and equipment        35,614       32,427       12,208
       Intangibles                  326,240      257,653       (1,457)
                                    361,854      290,080       10,751

          Net liability            $338,867     $264,878      $ 8,617


     At December 31, 1997 the Company had net operating loss
     carryforwards of $28,653.  The loss carryforwards expire in the
     years 2008 through 2011 if not used.


<PAGE>

              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   





12.  COMMITMENTS AND CONTINGENCIES

     Lease and Contractual Obligations
     
     The Company and its subsidiaries lease certain land and facilities
     used in their operations.  The Company also has various employment
     agreements with broadcast personalities that provide base
     compensation.  Future minimum payments under leases and employment
     agreements as of December 31, 1997 are payable as follows (in
     thousands):
     
                    1998        $18,122
                    1999         15,674
                    2000         11,328
                    2001          7,538
                    2002          4,799
                    Thereafter    9,980
                                $67,441
     
     Rental expense was approximately $8,010, $3,996 and $3,471 for the
     years ended December 31, 1997, 1996 and 1995, respectively.
     
     Legal Proceedings
     
     From time to time, the Company becomes involved in various claims
     and lawsuits that are incidental to its business.  In the opinion
     of the Company's management, there are no material legal
     proceedings pending against the Company.
     
     
13.  RETIREMENT PLAN

     The Company maintains a defined contribution retirement plan
     covering substantially all employees who have met eligibility
     requirements.  The Company matches participating employee
     contributions at a rate of 50% of the employee's first 4%
     contributed, up to $160,000 of annual compensation.  Total expense
     related to this plan was $1,977,052, $756,618 and $334,253 in
     1997, 1996 and 1995, respectively.
     
<PAGE>

              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   





14.  EARNINGS PER SHARE

     The following is a reconciliation of the numerators and
     denominators of the basic and diluted Earnings Per Share ("EPS")
     computations for income before extraordinary items for the years
     ended December 31, as follows (in thousands except per share
     amounts):
     
                                      1997       1996       1995
     
          Net income before
            extraordinary item      $ 3,404    $ 8,071    $10,965
     
          Weighted average
            shares - basic           40,460     25,433     18,908
     
          Effect of dilutive
           securities:
     
             Stock options              996        658        413
             Warrants                   357        -          911
             Other                      350        351        300
     
          Weighted average
            shares - diluted         42,163     26,442     20,532
     
          Basic EPS                   $ .08      $ .32      $ .58
     
          Diluted EPS                 $ .08      $ .30      $ .53
     
     The Company's LYONs can be converted into approximately 3.5
     million shares of Jacor common stock at the option of the holder.
     Assuming conversion of the LYONs as of January 1, 1997 and 1996
     would result in an increase in per share amounts before
     extraordinary items, therefore, the LYONs are not included in the
     computation of diluted EPS.
     
     In February 1998, the Company completed an offering of 5.1 million
     shares of common stock and Liquid Yield Option Notes which can be
     converted into approximately 2.7 million shares of common stock at
     the option of the holder.

<PAGE>
     
              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   





15.  RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
     "Reporting Comprehensive Income".  SFAS 130 requires the reporting
     of comprehensive income in financial statements by all entities
     that provide a full set of financial statements.  The term
     "comprehensive income" describes the total of all components of
     comprehensive income including net income.  The statement only
     deals with reporting and display issues.  It does not consider
     recognition or measurement issues.  The Company will implement
     SFAS 130 in the first quarter of 1998.
     
     Also in June 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 131 ("SFAS 131")
     "Disclosures about Segments of an Enterprise and Related
     Information".  SFAS 131 provides accounting guidance for reporting
     information about operating segments in annual financial
     statements and requires such enterprises to report selected
     information about operating segments in interim financial reports.
     The statement uses a "management approach" to identify operating
     segments and provides specific criteria for operating segments.
     SFAS 131 is effective for the year ended December 31, 1998 and
     will be required for interim periods in 1999.  The Company is
     currently evaluating the impact SFAS 131 will have on its
     financial statements, if any.

<PAGE>
<TABLE>

Supplementary Data

Quarterly Financial Data
for the years ended December 31, 1997 and 1996 (Unaudited)

<CAPTION>

                           First      Second      Third       Fourth    Total
                          Quarter     Quarter    Quarter     Quarter     Year
<S>                     <C>         <C>         <C>         <C>        <C>   
1997
Net revenue             $  88,828   $ 135,553   $ 144,560   $ 161,633  $ 530,574
Operating income            5,392      24,179      25,520      26,122     81,213
Net (loss) income before
  extraordinary loss       (2,584)      4,145         483       1,360      3,404
Net (loss) income          (8,140)      4,145      (1,417)      1,360     (4,052)
Basic net (loss)
  income per
  common share: (1)(2)
 Before extraordinary
  loss                      (0.08)       0.ll        0.01        0.03       0.08
 Extraordinary loss         (0.17)       0.00       (0.04)       0.00      (0.18)
  Basic net (loss)
     income per
     common share           (0.25)       0.11       (0.03)       0.03      (0.10)

Diluted net (loss) income
  per common share: (1)(2)
 Before extraordinary
  loss                      (0.08)       0.10        0.01        0.03       0.08
 Extraordinary loss         (0.17)       0.00       (0.04)       0.00      (0.18)
  Diluted net (loss)
     income per
     common share           (0.25)       0.10       (0.03)       0.03      (0.10)

</TABLE>
<PAGE>
<TABLE>


Quarterly Financial Data
for the years ended December 31, 1997 and 1996 (Unaudited), Continued


<CAPTION>

                           First      Second      Third       Fourth    Total
                          Quarter     Quarter    Quarter     Quarter     Year



<S>                     <C>         <C>         <C>         <C>        <C>
1996

Net revenue             $  30,074   $  43,120   $  54,326   $  96,241  $223,761
Operating income            2,544       9,372       9,229      18,215    39,360
Net income before
  extraordinary loss        1,842       3,761       2,100         368     8,071
Net income                    891       3,761          85         368     5,105
Basic net income per
    common share: (1)(2)
 Before extraordinary
   loss                     0.10        0.18         0.07        0.01     0.32
 Extraordinary loss        (0.05)       0.00        (0.06)       0.00    (0.12)
   Basic net income per
     common share           0.05        0.18         0.01        0.01     0.20

Diluted net income per
  common share: (1)(2)
 Before extraordinary
   loss                     0.09        0.17         0.06        0.01     0.30
 Extraordinary loss        (0.05)       0.00        (0.06)       0.00    (0.11)
   Diluted net income
     per common share       0.04        0.17         0.00        0.01     0.19

<FN>

NOTES:

     (1)  Earnings per share calculations have been made in accordance with
            Statement on Financial Accounting Standards No. 128 "Earnings 
            Per Share",("SFAS 128").  SFAS 128 became effective for fourth 
            quarter 1997 calculations.  Prior quarter and prior year 
            calculations have been restated to reflect the adoption of SFAS 128.
     
     (2)  The sum of the quarterly net income (loss) per share amounts does
            not equal the annual amount reported as per share amounts are 
            computed independently for each quarter.

</TABLE>