FORM 10-K

              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, 1996
                               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

Other securities for which reports are submitted pursuant to
Section 15(d) of the Act:   9 3/4% Senior Subordinated Notes due 2006
                            10 1/8% Senior Subordinated Notes due 2006
                            Liquid Yield Option Notes due 2011

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 February 28, 1997 was
$632,466,454.
The number of common shares outstanding as of February 28,
1997 was 34,834,780.

There are 91 pages in this document.
The index of exhibits appears on page 74.
                              
            Documents incorporated by Reference:
Portions of Registrant's definitive Proxy Statement to be
filed during April 1997 in connection with the Annual
Meeting of Shareholders presently scheduled to be held on
May 28, 1997 are incorporated by reference into Part III of
this Form 10-K.
                              
                              
                 JACOR COMMUNICATIONS, INC.
                   INDEX TO ANNUAL REPORT
                        ON FORM 10-K
                              




                                                       Page
Part I
  Item 1  Business                                      3
  Item 2  Properties                                   34
  Item 3  Legal Proceedings                            34
  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              35
  Item 6  Selected Financial Data                      36
  Item 7  Management's Discussion and Analysis of 
          Financial Condition and Results of 
          Operations                                   38
  Item 8  Financial Statements and Supplementary Data  46
  Item 9  Changes in and Disagreements with
          Accountants on Accounting and Financial 
          Disclosure                                    *

Part III
  Item 10 Directors and Executive Officers of the
          Registrant                                   46
  Item 11 Executive Compensation                       46
  Item 12 Security Ownership of Certain Beneficial
          Owners and Management                        46
  Item 13 Certain Relationships and Related
          Transactions                                 46

Part IV
  Item 14 Exhibits, Financial Statement Schedules and
          Reports on Form 8-K                          71



*  The response to this Item is "none".


Item 1.  BUSINESS

Jacor Communications, Inc. ("Jacor" or the "Company") is a
holding company engaged primarily in the radio broadcasting
business. As of February 28, 1997, Jacor entities owned
and/or operated 95 radio stations located across the United
States in 21 broadcast areas: Los Angeles, Atlanta, Denver,
San Diego, St. Louis, Cincinnati, Tampa, Portland, OR,
Columbus, OH, Kansas City, MO, Jacksonville, Toledo,
Lexington, Boise, Venice/Englewood, FL, Salt Lake City, Las
Vegas, Louisville, Rochester, Charleston, SC, and Casper and
one television station located in the Cincinnati broadcast
area. Jacor also has joint sales agreements to sell
advertising time for one station in Cincinnati, one station
in Denver, one station in Salt Lake City and one station in
Louisville. Jacor further provides programming for and sells
air time to two stations in Baja California, Mexico pursuant
to an exclusive sales agency agreement.

Jacor also has entered into agreements to acquire an
additional 27 radio stations, which will expand its presence
in Rochester, Lexington and Portland, and allow Jacor to
enter the Des Moines, Cedar Rapids, Lima,
Sarasota/Bradenton, Santa Barbara and Fort Collins/Greeley
broadcast areas.

Recently Completed Acquisitions and Dispositions.

In February 1996, Jacor entered into an agreement to acquire
Citicasters Inc. ("Citicasters") now known as Jacor
Communications Company ("JCC"), through a merger of a wholly
owned Jacor subsidiary with and into Citicasters.
Citicasters owned 19 radio stations, located in Atlanta,
Phoenix, Tampa, Portland, Kansas City, Cincinnati,
Sacramento, Columbus and two television stations, one
located in Tampa and one in Cincinnati. The Citicasters
merger enhanced Jacor's existing station portfolios in
Atlanta, Tampa and Cincinnati and created new multiple radio
station platforms in Phoenix, Portland, Kansas City,
Sacramento and Columbus. Jacor consummated the Citicasters
merger in September 1996 for an approximate aggregate value
of $801.2 million, which included the purchase of all
outstanding shares of Citicasters common stock, the
assumption of Citicasters outstanding indebtedness and the
issuance of warrants to purchase an aggregate of 4,400,000
shares of Jacor Common Stock at an exercise price of $28.00
per full share (the "Citicasters Warrants"). In order to
complete the Citicasters merger, Jacor agreed with the
Antitrust Division to divest WKRQ-FM in Cincinnati no later
than February 1997 (See "Pending Transactions" below).

Also, in February 1996, Jacor entered into an agreement to
acquire Noble Broadcast Group, Inc. ("Noble"), which owned
ten radio stations serving Denver, St. Louis and Toledo, and
the right to provide programming to and sell the air time
for one AM and one FM station located in Baja California,
Mexico. The Noble acquisition enhanced Jacor's existing
portfolio in Denver where it now owns eight stations, in
addition to creating new multiple station platforms in St.
Louis and Toledo. Jacor consummated the Noble acquisition in
July 1996 for an aggregate consideration of approximately
$160 million in cash.

In February 1996, Jacor sold the business and certain
operating assets of radio stations WMYU-FM and WWST-FM in
Knoxville. Jacor received approximately $6.5 million in cash
for this sale, generating a gain of approximately
$2.5 million. In March 1996, Jacor entered into an agreement
for the sale of the assets of WBRD-AM in Tampa for
approximately $0.5 million in cash. The sale of WBRD-AM was
completed in June 1996.

In March 1996, Jacor entered into an agreement to acquire
the FCC licenses of WCTQ-FM and WAMR-AM in Venice, Florida
and to purchase certain real estate and transmission
facilities necessary to operate the stations. In June 1996,
Jacor consummated this acquisition for a purchase price of
approximately $4.4 million.

In June 1996, Jacor entered into an agreement to acquire the
FCC licenses of WLAP-AM,WMXL-FM and WWYC-FM servicing
Lexington, Kentucky and to purchase real estate and
transmission facilities necessary to operate the stations.
In August 1996, Jacor consummated this acquisition for a
purchase price of approximately $14 million.

Also, in June 1996, Jacor agreed to finance the purchase by
Critical Mass Media, Inc. ("CMM") of a 40% interest in a
newly formed limited liability company that agreed to
purchase for approximately $0.5 million the assets of Duncan
American Radio, Inc. CMM is a marketing research and radio
consulting business which is owned by a limited partnership
of which Jacor is the 5% general partner and a corporation
wholly owned by Randy Michaels, the Chief Executive Officer
of Jacor, is the 95% limited partner. This transaction was
completed by Jacor in June 1996.

In August 1996, Jacor entered into agreements with
Sarasota-Charlotte Broadcasting Corporation to acquire
certain assets, a construction permit and related real
estate for unconstructed radio station WEDD-FM in Englewood,
Florida for an aggregate of $0.8 million. Jacor completed
this transaction in February 1997.

In September 1996, Jacor entered into a binding agreement
with a subsidiary of Gannett Co., Inc. ("Gannett") to effect
an exchange of Jacor's Tampa television station, WTSP-TV,
acquired by Jacor in the Citicasters merger, for six of
Gannett's radio stations (the "Gannett Exchange").  The
stations Jacor acquired are KIIS-FM and KIIS-AM in Los
Angeles, KSDO-AM and KKBH-FM in San Diego and WUSA-FM and
WDAE-AM in Tampa-St. Petersburg. The Company has renamed
WUSA-FM to WAKS-FM, as Gannett retained the WUSA-FM call
letters. The Gannett Exchange enhanced Jacor's existing
station portfolios in San Diego and Tampa and created a new
multiple radio station platform in the Los Angeles broadcast
area. In connection with the closing of the Gannett
Exchange, Jacor and Gannett agreed that they will value the
exchanged assets at $170.0 million for tax purposes. Jacor
believes that this transaction constituted a tax-free
like-kind exchange.

In October 1996, the Company entered into a definitive
merger agreement to acquire Regent Communications, Inc.
("Regent") through a merger of  Regent with and into the
Company.  Regent owned, operated or represented 19 radio
stations located in Kansas City, Salt Lake City, Las Vegas,
Louisville and Charleston.  During February 1997, the
Company consummated the Regent merger for the approximate
aggregate value of $185 million, which included (i) the
issuance of approximately 3.55 million shares of Jacor
common stock valued at $105.9 million, (ii) the issuance of
warrants to acquire 500,000 shares of the Company's common
stock at $40 per share valued at $5 million and (iii) the
assumption of approximately $6 million of debt and other
liabilities and $68 million in cash.

In October 1996, Jacor entered into a binding agreement with
Clear Channel Radio, Inc. ("Clear Channel") to purchase
KTWO-AM, KMGW-FM and the Wyoming Radio Network in Casper,
Wyoming for a purchase price of $1.9 million. In December
1996, Jacor and Clear Channel consummated the transaction.
Also, in October 1996, Jacor entered into a binding
agreement with Colfax Communications, Inc. ("Colfax") to
acquire KIDO-AM and KLTB-FM in Boise, Idaho and KARO-FM in
Caldwell, Idaho for a purchase price of $11.0 million. Jacor
and Colfax consummated the transaction in January 1997.

Also in October 1996, the Company entered into a binding
agreement with Palmer Broadcasting Limited Partnership
whereby the Company would acquire the FCC licenses and
assets of WHO-AM and KLYF-FM in Des Moines and WMT-AM and
WMT-FM in Cedar Rapids for a purchase price of $52.5 million
in cash.  The Company consummated this transaction in March
1997.

Pending Transactions.

In May 1996, the Company entered into an agreement with
Enterprise Media of Toledo, L.P. to acquire the FCC licenses
of WIOT-FM and WCWA-AM in Toledo, Ohio and to purchase real
estate and transmission facilities necessary to operate the
stations.  The purchase price for the assets is $13.0
million which amount has been placed in escrow pending the
closing of the transaction.

In July 1996, Jacor entered into an agreement with New Wave
Communications, L.P. and New Wave Broadcasting, Inc.
(collectively "New Wave") to acquire the FCC licenses of
WSPB-AM, WSRZ-FM and WYNF-FM in Sarasota, Florida and to
purchase leasehold interests in real estate and transmission
facilities necessary to operate the stations (the "New Wave
Transaction"). The purchase price for the assets is
$12.5 million, subject to a maximum purchase price of $15.0
million based upon the timing of the closing.

In October 1996, Jacor also entered into binding agreements
with Par Broadcasting Company, Inc. and Par Broadcasting
Company (collectively, "Par") to purchase four radio
stations in San Diego,
KOGO-AM, KCBQ-AM, KIOZ-FM and KKLQ-FM, for $72.0 million in
cash (the "Par Transaction") and with Entertainment
Communications, Inc. ("Entercom") to sell two radio stations
in Sacramento, KSEG-FM and KRXQ-FM, for $45.0 million in
cash (the "Entercom Transaction"). Although these
transactions are not directly contingent upon each other,
Jacor anticipates that these transactions will occur in a
manner that permits the transactions to be treated as a
tax-free like-kind exchange. Jacor received early
termination of the HSR Act waiting period with respect to
the Par Transaction on January 28, 1997. The HSR Act waiting
period with respect to the Entercom Transaction expired on
December 1, 1996, and the FCC staff granted its initial
approval of the Entercom Transaction on January 7, 1997.
Jacor has entered into a time brokerage agreement with
Entercom such that Entercom commenced the activities
contemplated by the time brokerage agreement with regard to
the Sacramento stations on January 1, 1997. Par has entered
into a time brokerage agreement with Jacor such that Jacor
may commence the activities contemplated by the time
brokerage agreement with regard to the San Diego stations
prior to the consummation of the Par Transaction.

In October 1996, Jacor entered into a binding agreement with
Nationwide Communications, Inc. ("Nationwide") whereby Jacor
will exchange the assets of its two radio stations in
Phoenix, KSLX-AM and KSLX-FM, for the assets of Nationwide's
two radio stations in San Diego, KGB-FM and KPOP-AM (the
"Nationwide Exchange"). The assets to be exchanged are
valued by Jacor and Nationwide at approximately
$45.0 million. Jacor anticipates that this transaction will
constitute a tax-free like-kind exchange. Jacor has entered
into a time brokerage agreement with Nationwide such that
prior to the consummation of the Nationwide Exchange
Nationwide may commence the activities contemplated by the
time brokerage agreement with regard to the Phoenix
stations, and Jacor may commence the activities contemplated
by the time brokerage agreement with regard to the San Diego
stations. The FCC staff granted its initial approval of the
Nationwide Exchange on December 23, 1996. A timely filed
Petition for Expedited Limited Reconsideration was filed at
the FCC concerning the transaction by Compass Radio of San
Diego, Inc., the licensee of KXST-FM, Oceanside, California.
Such filing stays the occurrence of a final order. Jacor
received early termination of the HSR Act waiting period
with respect to the Nationwide Exchange on January 23, 1997.
Jacor has also entered into a letter of intent to sell
KCBQ-AM in San Diego, upon its acquisition from Par, to JS
Communications, Inc. An FCC application for the assignments
of KCBQ-AM to JS Communications, Inc. was filed in February
1997. No binding agreement has yet been entered into with JS
Communications, Inc. Together, the Par Transaction, the
Nationwide Exchange and the contemplated sale of KCBQ-AM
will enhance Jacor's existing radio station portfolio in San
Diego, where Jacor will then own eight stations.

In November 1996, Jacor entered into a binding agreement
with Stanford Capital Communications, Inc. ("Stanford") to
acquire the FCC licenses and operating assets of radio
stations WKQQ-FM in Lexington, Kentucky and WXZZ-FM and
WTKT-AM in Georgetown, Kentucky (the "Stanford
Transaction"). The purchase price for the assets is $24.0
million in cash, of which $1.2 million has been placed in
escrow pending the closing of the transaction. In addition,
Jacor was assigned an option to purchase certain real estate
for $0.1 million in cash. The Stanford Transaction is
contingent upon the successful closing of Stanford's
agreement to purchase WKQQ-FM, WXZZ-FM and WTKT-AM from
Village Communications, Inc. ("Village"). Stanford has
assigned to Jacor its rights under a time brokerage
agreement with Village such that Jacor will commence the
activities contemplated by the time brokerage agreement upon
the expiration or termination of the applicable waiting
period under the HSR Act. FCC applications were filed in
December 1996.

In December 1996, Jacor entered into four separate binding
agreements with unaffiliated parties whereby Jacor will
acquire the FCC licenses and assets of a total of six radio
stations. Jacor will acquire (i) WAZU-FM (formerly WAHC-FM),
licensed to Circleville, Ohio, and WHQK-FM (formerly
WAKS-FM), licensed to Marysville, Ohio, from Tel Lease,
Inc.; (ii) KGLL-FM in Greeley, Colorado from Duchossois
Communications Company of Colorado, Inc. (the "Duchossois
Transaction"); (iii) KCOL-AM and KPAW-FM in Fort Collins,
Colorado from University Broadcasting Company, L.P. (the
"University Transaction"); and (iv) WJCM-AM in Sebring,
Florida from Rumbuat Management, Inc. Jacor intends to
relocate WJCM-AM. The aggregate purchase price for the six
radio stations is approximately $15.7 million, of which
approximately $4 million has been placed in escrow pending
the closing of the transactions. The closing of each of the
Duchossois Transaction and the University Transaction is
contingent upon the closing of the other of such two
transactions. An objection was filed at the FCC concerning
the University Transaction. The FCC will make a
determination on the objection prior to or contemporaneously
with its action on the assignment application for the
University Transaction. Jacor has entered into a time
brokerage agreement with Tel Lease, Inc. such that Jacor
commenced the activities contemplated by the time brokerage
agreement with regard to WAZU-FM and WHQK-FM on December 7,
1996. FCC applications for these transactions were filed in
December 1996 and January 1997, respectively.

Also in December 1996, Jacor entered into a binding
agreement with American Radio Systems Corporation and
American Radio Systems License Corp. (together, "ARS")
whereby Jacor will exchange the assets of WKRQ-FM, licensed
to Cincinnati, for the assets of WVOR-FM, WHAM-AM and
WHTK-AM, licensed to Rochester, New York, and an option to
purchase WNVE-FM, licensed to South Bristol, New York, from
The Great Lakes Wireless Talking Machine, LLP ("Great
Lakes") (the "ARS Transaction"). Jacor anticipates that the
transfer of assets will constitute a tax-free like-kind
exchange. FCC applications were filed with respect to this
exchange in January 1997.  The antitrust division has
consented to closing this transaction and we anticipate it
will close during the second quarter of 1997.

In January 1997, Jacor entered into three separate binding
agreements with entities affiliated with James E. Champlin
whereby Jacor will acquire the FCC licenses and assets of
four radio stations. Jacor will acquire (i) WLKT-FM,
licensed to Lexington, Kentucky; (ii) WLRS-FM, licensed to
Louisville, Kentucky and (iii) WMCC-FM and WLOC-AM, licensed
to Munfordville, Kentucky. The aggregate purchase price for
the four radio stations is $10.5 million. FCC applications
were filed in January 1997. Also in January 1997, Jacor
entered into a binding agreement to acquire (i) WIMA-AM and
WIMT-FM, licensed in Lima, Ohio; (ii) WBUK-FM, licensed to
Ft. Shawnee, Ohio; and (iii) the construction permit for
WLVZ-FM, licensed to St. Marys, Ohio, from Lima Broadcasting
Co. for an aggregate purchase price of $6.5 million. Jacor
also exercised the option acquired in the ARS Transaction to
purchase WNVE-FM, licensed to South Bristol, New York, and
entered into a binding agreement to acquire WNVE-FM from
Great Lakes for $5.5 million. An FCC application for the
WNVE-FM assignment was filed in January 1997.

In February 1997, the Company entered into an agreement to
purchase the assets of WMAX-FM, licensed to Irondequoit, New
York, WMHX-FM, licensed to Canandaigua, New York and WRCD-FM
licensed to Honeoye Falls, New York for $7.0 million from
Auburn Cablevision, Inc.

In March 1997, the Company entered into an agreement to
purchase the assets of KOTK-AM, Portland for $8.3 million
from EXCL Communications, Inc.

In March 1997, the Company entered into an agreement to
purchase the assets of KQSB-AM and KTYD-FM in Santa Barbara,
California and KSBL-FM in Carpinteria, California for $15
million.

All of the Pending Transactions are subject to various
conditions, including approval by the FCC.

Business Strategy

Jacor's strategic objective is to be a leading radio
broadcaster in each of its broadcast areas. Jacor intends to
acquire individual radio stations or radio groups that
strengthen its strategic position and that maximize the
operating performance of its broadcast properties.
Specifically, Jacor's business strategy centers upon:

Revenue Leadership.  Jacor strives to maximize the audience
ratings in each of its broadcast areas in order to capture
the largest share of the radio advertising revenue and
attract advertising away from other media in that broadcast
area. Jacor focuses on those locations where it believes it
has the potential to be a leading radio group. By operating
multiple radio stations in its broadcast areas, Jacor is
able to operate its stations at lower costs, supply more
diverse programming and provide advertisers with the
greatest access to targeted demographic groups.

Acquisition and Development of Broadcast Properties.
Jacor's acquisition strategy focuses on acquiring both
developed, cash flow producing stations and underdeveloped
"stick" properties (i.e., stations with insignificant
ratings and little or no positive broadcast cash flow) that
complement its existing portfolio and strengthen its overall
strategic position. Jacor has been able to improve the
ratings of "stick" properties with increased marketing and
focused programming that complements its existing radio
station formats. Additionally, Jacor increases the revenues
and cash flow of "stick" properties by encouraging
advertisers to buy advertising in a package with its more
established stations. Jacor may enter new locations through
acquisitions of radio groups that have multiple station
ownership in their respective broadcast areas. Jacor may
also seek to acquire individual stations in new locations
that it believes are fragmented and where a revenue-leading
position can be created through additional acquisitions.
Jacor may exit locations it views as having limited
strategic appeal by selling or exchanging existing stations
for stations in other locations where Jacor operates, or for
stations in new locations.

Additionally, Jacor may enter new locations situated near
Jacor's core broadcast areas. Jacor believes that it will be
able to leverage the costs associated with the delivery of
high quality, high cost programming of topical interest
throughout these geographical regions, which programming
would not otherwise be economically viable in such smaller
broadcast areas. Utilizing this strategy, Jacor has recently
entered into agreements or closed transactions to acquire
radio stations in Venice/Englewood, Florida; Louisville,
Kentucky; Lexington, Kentucky; Sarasota/Bradenton, Florida;
Casper, Wyoming; Fort Collins/Greeley, Colorado and Lima,
Ohio.

Diverse Format Expertise.  Jacor management has developed
programming expertise over a broad range of radio formats.
This management expertise enables Jacor to specifically
tailor the programming of each station in a broadcast area
in order to maximize Jacor's overall strategic position.
Jacor utilizes sophisticated research techniques to identify
opportunities within each broadcast area and programs its
stations to provide complete coverage of a demographic or
format type. This strategy allows Jacor to deliver highly
effective access to a target demographic and to capture a
higher percentage of advertising revenues.

Distinct Station Personalities.  Jacor engages in a number
of creative programming and promotional efforts designed to
create listener loyalty and station brand awareness. Through
these efforts, management seeks to cultivate a distinct
personality for each station based upon the unique
characteristics of each broadcast area. Jacor hires dynamic
on-air personalities for key morning and afternoon "drive
times" and provides comprehensive news, traffic and weather
reports to create active listening by the audience. This
commitment to "foreground" or "high impact" programming has
successfully generated significant audience share.

One of the methods Jacor utilizes to develop the personality
of its AM radio stations is by broadcasting professional
sporting events and related programming. Currently, Jacor
has the broadcast rights for the Cincinnati Reds, Colorado
Rockies, Denver Broncos, Los Angeles Kings, Portland Trail
Blazers, San Diego Chargers and Tampa Bay Devil Rays.
During 1997, Jacor entered into an agreement to broadcast
the Los Angeles Dodgers on KIIS-AM beginning in 1998.
Sports broadcasting serves as a key "magnet" for attracting
audiences to a station and then introducing them to other
programming features, such as local and national news,
entertaining talk, and weather and traffic reports.

Strong AM Stations.  Jacor is an industry leader in
successfully operating AM stations. While many radio groups
primarily utilize network or simulcast programming on their
AM stations, Jacor also develops unique programming for its
AM stations to build strong listener loyalty and awareness.
Utilizing this operating focus and expertise, Jacor has
developed its AM stations in Denver and Cincinnati into the
revenue and ratings leaders among both AM and FM stations in
their respective broadcast areas. Jacor's targeted AM
programming adds to Jacor's ability to increase its revenues
and results in more complete coverage of the listener base.

Although the cost structure of a large-scale AM station
generally results in lower operating margins than typical
music-based FM stations, the majority of Jacor's AM stations
generate substantial levels of broadcast cash flow.
Historically, most other radio broadcast companies have not
focused on their AM operations to the same extent as Jacor.
Accordingly, most of the AM stations to be acquired
meaningfully underperform Jacor's AM stations, and
management believes such stations have the potential to
generate significant incremental cash flow.

Powerful Broadcast Signals.  A station's ability to maintain
a leadership position depends in part upon the strength of
its broadcasting delivery system. A powerful broadcast
signal enhances delivery range and clarity, thereby
influencing listener preference and loyalty. Many of Jacor's
stations' broadcasting signals are among the strongest in
their respective broadcast areas, reinforcing its leadership
position. Jacor opportunistically upgrades the power and
quality of the signals of stations it acquires. Following
the consummation of the Pending Transactions, Jacor expects
that relatively inexpensive technical upgrades in certain
broadcast areas will provide for significantly greater
signal presence.

Radio Station Overview

The following table and the accompanying footnotes set forth
certain information regarding the 123 radio stations that
will be owned and/or operated by Jacor upon completion of
the Pending Transactions.

<TABLE>
<CAPTION>
                                                                                    Target
                                        1995 Combined                            Demographic
Broadcast             Pending           Radio Revenue                  Target      Share %/
Area/Station         Acquisition (P)        Rank         Format     Demographic       Rank
<S>                 <C>                 <C>          <C>           <C>           <C>     
Los Angeles                                  5
 KIIS-FM                                              Contemporary  Adults 18-34    4.5/6
                                                      Hit Radio
 KIIS-AM                                              Contemporary  Adults 18-34      -
                                                      Hit Radio

Atlanta                                      1
 WPCH-FM                                              Adult         Women 25-54     9.2/3
                                                      Contemporary
 WGST-AM/FM(1)                                        News Talk     Men 25-54       5.0/8
 WKLS-FM                                              Album-        Men 18-34      13.0/1
                                                      Oriented Rock

Denver (2)                                   1
 KOA-AM                                               News Talk     Men 25-54      10.9/2
 KRFX-FM                                              Classic Rock  Men 25-54      12.4/1
 KBPI-FM                                              Rock          Men 18-34      13.4/2
                                                      Alternative
 KTLK-AM                                              Talk          Adults 35-64    2.4/13
 KHIH-FM                                              Jazz          Adults 25-54    4.9/8
 KHOW-AM                                              Talk          Adults 25-54    2.2/13
 KBCO-AM                                              Talk          Adults 25-54       -
 KBCO-FM                                              Album         Adults 25-54    5.7/7
                                                      Oriented Rock
San Diego (3)(4)(8)                          1
 KHTS-FM                                              Rhythmic Hits Adults 18-34    2.5/11
 KSDO-AM                                              News Talk     Men 25-54       4.5/8
 KKBH-FM                                              Adult         Women 25-54     2.8/9
                                                      Contemporary
 KOGO-AM                 P                            Talk          Adults          1.4/22
 KKLQ-FM                 P                            Contemporary  Adults 18-34    4.0/7
                                                      Hit Radio
 KIOZ-FM                 P                            Album         Men 18-34       7.9/3
                                                      Oriented Rock
 KGB-FM                  P                            Classic Rock  Men 25-54       5.9/1
 KPOP-AM                 P                            Nostalgia     Adults 35-64    1.5/20

St. Louis                                    5
 KMJM-FM                                              Urban Adult   Adults 25-54    5.3/6
                                                      Contemporary
 KATZ-FM                                              Black Oldies  Adults 25-54    2.1/16
 KATZ-AM                                              Urban Talk    Adults 35-64    1.6/19

Cincinnati (2)(4)                            1
 WLW-AM                                               News Talk     Men 25-54      13.5/2
 WEBN-FM                                              Album         Men 18-34      28.2/1
                                                      Oriented Rock
 WOFX-FM                                              Classic Rock  Men 25-54       5.7/5
 WCKY-AM                                              Talk          Adults 35-64    6.8/4
 WWNK-FM                                              Adult         Women 25-54     5.8/5
                                                      Contemporary
 WAQZ-FM                                              Alternative   Adults 18-34    4.0/9
 WSAI-AM                                              Nostalgia     Adults 35-64    2.8/13

Tampa                                        1
 WFLA-AM                                              News Talk     Adults 35-64    6.6/5
 WFLZ-FM                                              Contemporary  Adults 18-34   15.2/1
                                                      Hit Radio
 WDUV-FM                                              Beautiful/EZ   Adults 35+      9.4/1
 WXTB-FM                                              Album          Men 18-34     19.2/1
                                                      Oriented Rock
 WTBT-FM                                              Classic Rock  Men 18-34       5.3/6
 WAKS-FM (5)                                          Hot Adult     Women 18-34    10.3/2
                                                      Contemporary
 WDAE-AM                                              Hot Adult     Women 18-34       -
                                                      Contemporary

Portland                                     1
 KEX-AM                                               News Talk     Adults 35-64    5.3/6
 KKCW-FM                                              Adult         Women 25-54    12.1/1
                                                      Contemporary
 KKRZ-FM                                              Contemporary  Women 18-34    14.6/1
                                                      Hit Radio
 KOTK-AM                 P                            Talk          Adults 35-64    2.2/13

Columbus                                     1
  WTVN-AM                                             Adult Talk/    Adults 35/64    8.3/3
                                                      Contemporary
 WLVQ-FM                                              Album         Men 18-34      13.0/2
                                                      Oriented Rock
 WZAZ-FM                                              Alternative   Adults 18-34     -
 WLOH-AM                                              Nostalgic     Adults 35-64     -
 WHQK-FM                 P                            Country       Adults 25-54     -
 WAZU-FM                 P                            Rock          Men 18-34        -
 WHOK-FM                                              Country       Adults 25-54    3.2/10

Kansas City                                  1
  WDAF-AM                                             Country       Adults          7.7/3
 KYYS-FM                                              Album         Men 18-34      11.4/3
                                                      Oriented Rock
 KMXV-FM                                              Contemporary  Adults 18-34    9.1/4
                                                      Hit Radio
 KUDL-FM                                              Adult         Women 25-54     8.9/1
                                                      Contemporary

Salt Lake City (2)                           1
 KALL-AM                                              Talk          Adults 35-64    5.5/5
 KODJ-FM                                              Oldies        Women 25-54    10.9/2
 KKAT-FM                                              Country       Adults 25-54    4.8/7
 KURR-FM                                              New Rock      Men 18-34       5.5/5
 KZHT-FM                                              Contemporary  Women 18-34     5.3/8

Las Vegas                                    1
 KFMS-FM                                              Country       Adults 25-54    6.2/4
 KWNR-FM                                              Country       Adults 25-54    7.5/1
 KBGO-FM                                              Oldies        Women 25-54     4.6/8
 KSNE-FM                                              Adult         Women 25-54    10.8/1
                                                      Contemporary
Louisville (2)                               2
 WDJX-FM                                              Contemporary  Adults 18-34   11.6/2
                                                      Hit Radio
 WFIA-AM                                              Religion      Adults 25-54      -
 WVEZ-FM                                              Adult         Women 25-54     7.7/2
                                                      Contemporary
 WSFR-FM                                              Classic Rock  Men 25-54       6.4/4
 WLRS-FM                 P                            Adult         Women 25-54     4.4/11
                                                      Contemporary

Jacksonville                                 2
 WJBT-FM                                              Urban         Adults 18-34   10.5/3
 WQIK-FM                                              Country       Adults 25-54    9.5/2
 WSOL-FM                                              Adult Urban   Adults 25-54    5.6/8
 WZAZ-FM                                              Urban Talk    Adults 35-64    2.9/12
 WJGR-AM                                              Talk          Adults 25-54    0.9/18

Rochester                                    2
 WVOR-FM                 P                            Adult         Adults 25-54    9.1/4
                                                      Contemporary
 WHAM-AM                 P                            News Talk     Adults 25-54    8.7/3
 WHTK-AM                 P                            Talk          Adults 35-64    1.2/14T
 WNVE-FM                 P                            New Rock      Men 18-34        -
 WMAX-FM                 P                            Alternative   Adults 18-34    4.1/9
 WMHX-FM                 P                            Alternative   Adults 18-34      -
 WRCD-FM                 P                            New Adult     Adults 25-54     .9/15
                                                      Contemporary

Des Moines                                   1
 WHO-AM                                               News Talk     Men 25-54       17.7/1
 KLYF-FM                                              Adult         Women 25-54    11.5/2
                                                      Contemporary

Toledo                                       1
 WSPD-AM                                              News Talk     Adult 35-64     7.4/5
 WVKS-FM                                              Contemporary  Adults 18-34   17.4/1
                                                      Hit Radio
 WRVF-FM                                              Adult         Women 25-54    12.2/3
 WIOT-FM                 P                            Album         Men 18-34      21.5/1
                                                      Oriented Rock
 WCWA-AM                 P                            Nostalgia     Adults 35-64    2.5/10

Lexington                                    1
 WMXL-FM                                              Hot Adult     Women 18-34    13.9/3
 WWYC-FM                                              Country       Adults          7.9/4
 WLAP-AM                                              Sports        Men 25-54       2.5/10
 WKQQ-FM                 P                            Album         Men 18-34      24.5/1
                                                      Oriented Rock
 WXZZ-FM                 P                            Rock          Men 18-34      11.8/2T
                                                      Alternative
 WTKT-AM                 P                            Rhythm and    Adults 35-64    2.6/11
                                                      Blues
 WLKT-FM                 P                            Contemporary  Adults 18-34      -
                                                      Hit Radio

Charleston, S.C.                             2
 WEZL-FM                                              Country       Adults 25-54    9.0/1
 WXLY-FM                                              Oldies        Women 25-54     8.7/1

Boise (6)                                    2
 KIDO-AM                                              News Talk     Adults 25-54    8.1/2
 KARO-FM                                              Clasic Rock   Men 25-54       4.8/7
 KLTB-FM                                              Oldies        Adults 25-54    5.8/6

Cedar Rapids (6)                             1
 WMT-AM                                               Full Service  Adults 35-64   11.3/4
 WMT-FM                                               Adult         Women 25-54    17.7/3
                                                      Contemporary

Sarasota/Bradenton (6)                       1
 WSRZ-FM                 P                            Oldies        Women 25-64     7.1/2
 WYNF-FM                 P                            Classic Rock  Men 25-54      11.1/1
 WSPB-AM                 P                            Business News Men 35-64        -

Casper (6)                                   3
 KTWO-AM                                              Full Service/ Adults 35-64   14.6/3
                                                      Country
 KMGW-FM                                              Adult         Women 25-54    12.0/2
                                                      Contemporary

Fort Collins/Greely (7)                     N/A
 KCOL-AM                 P                            News Talk     Adults 35-64      -
 KPAW-FM                 P                            Oldies/Adult  Adults 25-54      -
                                                      Contemporary
 KGLL-FM                 P                            Country       Adults 25-54      -

Lima, Ohio (6)                               1
 WIMA-AM                 P                            News Talk     Adults 35-64    7.4/3
 WIMT-FM                 P                            Country       Adults 25-54   19.8/1
 WBUK-FM                 P                            Oldies        Adults 25-54   10.3/3(T)
  WLVZ-FM (9)             P                               -                 -        -

Venice/Englewood (7)(8)                     N/A
 WAMR-AM                                              Talk          Adults 25-54      -
 WCTQ-FM                                              Country       Adults 25-54      -
  WEDD-FM (9)                                             -                 -        -

Santa Barbara
 KTYD-FM                 P                   2        Rock          Adults 18-34    4.9/6
 KQSB-AM                 P                            Talk          Adults 35-64    3.4/9
 KSBL-FM                 P                            Adult         Adults 25-54   10.2/1
                                                      Contemporary

</TABLE>
___________
[FN]

(1)  Jacor provides programming and sells air time for the
     FM station pursuant to a TBA.

(2)  Excludes stations WAZU-AM in Cincinnati, KTCL-FM in
     Denver, WSJW-FM in Louisville and KBKK-FM in Salt Lake
     City for which Jacor sells advertising time pursuant to
     JSAs.

(3)  Excludes XTRA-FM and XTRA-AM, stations Jacor provides
     programming to and sells air time for under an
     exclusive sales agency agreement.

(4)  Excludes KCBQ-AM in San Diego and WKRQ-FM in Cincinnati
     which the Company will divest (see "Pending
     Transactions").

(5)  WAKS-FM was formerly known as WUKS-FM and WUSA-FM.
     Jacor acquired the licenses and operating assets of
     WUSA-FM in the Gannett Exchange while Gannett retained
     the call letters.

(6)  Share and rank information is derived from the Spring
     1996 Arbitron.

(7)  The Fort Collins/Greeley, Co. and Venice/Englewood, Fl.
     broadcast areas do not have Arbitron ranks.

(8)  Jacor also owns or has the right to purchase two
     insignificant stations in Munfordville, Ky. and one
     each in Sebring, Fl. and Morro Bay, Ca.

(9)  WEDD-FM and WLVZ-FM are unconstructed stations and, as
     such, are not yet operating.

All rankings by revenue or billings that are contained in
the above table are based on 1995 information contained in
Duncan's Radio Market Guide (1996 ed.), Duncan's American
Radio (Small Market Edition 1996), Duncan's American Radio
(Spring 1996). Duncan's Radio Group Directory (1996-1997
ed.) and/or Broadcast Investment Analyst: Radio '96 Market
Report. All information concerning ratings and audience
listening information is derived from the Spring 1996
Arbitron Metro Area Ratings Survey (the "Spring 1996
Arbitron") and the Summer 1996 Arbitron Metro Area Ratings
Survey (the "Summer 1996 Arbitron").  A Jacor affiliate owns
a 40% interest in a limited liability company that purchased
the assets formerly owned by Duncan American Radio, Inc.

Television

Jacor owns a television station in the Cincinnati broadcast
area where it currently owns and operates multiple radio
stations. By operating a television station in the broadcast
area where Jacor has a significant radio presence, Jacor
expects to realize significant operating efficiencies
including shared news departments and reduction of
administrative overhead. Jacor currently operates this
television station under a temporary waiver of an FCC
rule that restricts ownership of television and radio
stations in the same market. This waiver will continue until
at least six months after the FCC completes a pending
rulemaking proceeding in which it is considering whether to
substantially liberalize this rule.




     The following table sets forth certain information
regarding the Cincinnati television station and the
broadcast area in which it operates:

<TABLE>
<CAPTION>
                 National      TV
                 Broadcast Households            Adults               Cable
  Broadcast        Area     in DMA(1)    TV       Aged             Subscriber   Network
Area/Station      Rank(1)    (000s)  Households  25-54  VHF   UHF      %      Affiliation
                                                       Commercial
                                                       Stations in
                                                        Broadcast
                                      Station Rank (1)    Area
<S>              <C>      <C>        <C>         <C>   <C>    <C>  <C>        <C>
Cincinnati/WKRC     29        793         3        1T    3     2       61         CBS




</TABLE>

___________
[FN]

(1)  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" designates tied. This market information is
     from Nielsen.


Advertising

Radio stations generate the majority of their revenue from the
sale of advertising time to local and national spot advertisers
and national network advertisers. Radio serves primarily as a
medium for local advertising. The growth in total radio
advertising revenue tends to be fairly stable and has generally
grown at a rate faster than the Gross National Product ("GNP").
Advertising revenue has risen more rapidly during the past 10
years than either inflation or the GNP. Total advertising revenue
in 1996 of $11.3 billion, as reported by the Radio Advertising
Bureau, was its highest level in the industry's history.

During the year ended December 31, 1996, approximately 80% of
Jacor's broadcast revenue (adjusted to include the effect of
Jacor's acquisitions), would have been generated from the sale of
local advertising and approximately 20% from the sale of national
advertising. Jacor believes that radio is one of the most
efficient, cost-effective means for advertisers to reach specific
demographic groups. The advertising rates charged by Jacor's
radio stations are based primarily on (i) the station's ability
to attract an audience in the demographic groups targeted by its
advertisers (as measured principally by quarterly Arbitron rating
surveys that quantify the number of listeners tuned to the
station at various times), (ii) the number of stations in the
market that compete for the same demographic group, (iii) the
supply of and demand for radio advertising time and (iv) the
supply and pricing of alternative advertising media.


Jacor emphasizes an aggressive local sales effort because local
advertising represents a large majority of Jacor's revenues.
Jacor's local advertisers include automotive, retail, financial
institutions and services and health care. Each station's local
sales staff solicits advertising, either directly from the local
advertiser or through an advertising agency for the local
advertisers. Jacor pays a higher commission rate to the sales
staff for generating direct sales because Jacor believes that
through a strong relationship directly with the advertiser, it
can better understand the advertiser's business needs and more
effectively design an advertising campaign to help the advertiser
sell its product. Jacor employs personnel in each market to
produce commercials for the advertisers. National advertising
sales for most of Jacor's stations are made by Jacor's national
sales managers in conjunction with the efforts of an independent
advertising representative who specializes in national sales and
is compensated on a commission-only basis.

Jacor believes that sports broadcasting, absent unusual
circumstances, is a stable source of advertising revenues. There
is less competition for the sports listener, since only one radio
station can offer a particular game. In addition, due to the
higher degree of audience predictability, sports advertisers tend
to sign contracts which are generally longer term and more stable
than Jacor's other advertisers. Jacor's sales staffs are
particularly skilled in sales of sports advertising.

According to the Radio Advertising Bureau Radio Marketing Guide
and Fact Book for Advertisers, 1995-1996, each day, radio reaches
approximately 76.5% of all Americans over the age of 12. More
than one-half of all radio listening is done outside the home, in
contrast to other advertising mediums, and three out of four
adults are reached by car radio each week. The average listener
spends approximately three hours and 20 minutes per day listening
to radio. The highest portion of radio listenership occurs during
the morning, particularly between the time a listener wakes up
and the time the listener reaches work. This "morning drive time"
period reaches more than 85% of people over 12 years of age and,
as a result, radio advertising sold during this period achieves
premium advertising rates.

Jacor believes operating multiple stations in a market gives it
significant opportunities in competing for advertising dollars.
Each multiple station platform better positions Jacor to access a
significant share of a given demographic segment making Jacor
stations more attractive to advertisers seeking to reach that
segment of the population.

Competition; Changes in the Broadcasting Industry

The radio broadcasting industry is a highly competitive business.
The success of each of Jacor's stations will depend significantly
upon its audience ratings and its share of the overall
advertising revenue within its market. Jacor's stations will
compete for listeners and advertising revenue directly with other
radio stations as well as many other advertising media within
their respective markets. Radio stations compete for listeners
primarily on the basis of program content and by hiring
high-profile talent that appeals to a particular demographic
group. By building in each of its markets a strong listener base
comprised of a specific demographic group, Jacor will be able to
attract advertisers seeking to reach those listeners.

In addition to management experience, factors which are material
to competitive position include the station's rank among radio
stations in its market, transmitter power, assigned frequency,
audience characteristics, local program acceptance and the number
and characteristics of other stations in the market area, and
other advertising media in that market. Jacor attempts to improve
its competitive position with promotional campaigns aimed at the
demographic groups targeted by its stations and by sales efforts
designed to attract advertisers. Recent changes in the FCC's
policies and rules permit increased joint ownership and joint
operation of local radio stations. Those stations taking
advantage of these joint arrangements may in certain
circumstances have lower operational costs and may be able to
offer advertisers more attractive rates and services.

Jacor's audience ratings and competitive position will be subject
to change, and any adverse change in a particular market could
have a material adverse effect on the revenue of Jacor's stations
in that market. Although Jacor believes that each of its stations
will be able to compete effectively in the market, there can be
no assurance that any one of its stations will be able to
maintain or increase its current audience ratings and advertising
revenue.

Although the radio broadcasting industry is highly competitive,
some legal restrictions on entry exist. The operation of a radio
broadcast station requires a license from the FCC and the number
of radio stations that can operate in a given market is limited
by the availability of the FM and AM radio frequencies that the
FCC will license in that market.

Jacor's stations also compete directly for advertising revenues
with other media, including broadcast television, cable
television, newspapers, magazines, direct mail, coupons and
billboard advertising. In addition, the radio broadcasting
industry is subject to competition from new media technologies
that are being developed or introduced, such as the delivery of
audio programming by cable television systems and the Internet
and by digital audio broadcasting. The radio broadcasting
industry historically has grown despite the introduction of new
technologies for the delivery of entertainment and information,
such as television broadcasting, cable television, audio tapes
and compact disks. Greater population and greater availability of
radios, particularly car and portable radios, have contributed to
this growth. There can be no assurance, however, that the
development or introduction in the future of any new media
technology will not have an adverse effect on the radio
broadcasting industry. Jacor also competes with other radio
station groups to purchase additional stations.


The FCC has allocated spectrum for a new technology, satellite
digital audio radio services ("DARS"), to deliver audio
programming. The FCC has proposed, but not yet adopted licensing
and operating rules for DARS, so that the allocated spectrum is
not yet available for service. Jacor cannot predict when and in
what form such rules will be adopted. The FCC granted a waiver in
September 1995 to permit one potential DARS operator to commence
construction of a DARS satellite system, with the express notice
that the FCC might not license such operator to provide DARS, nor
would such waiver prejudge the ongoing rule making proceeding.
DARS may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats to
local and/or national audiences. Digital technology also may be
used in the future by terrestrial radio broadcast stations either
on existing or alternate broadcasting frequencies, and the FCC
has stated that it will consider making changes to its rules to
permit AM and FM radio stations to offer digital sound following
industry analysis of technical standards. In addition, the FCC
has authorized an additional 100 kHz of band width for the AM
band and will soon allocate frequencies in this new band to
certain existing AM station licensees that applied for migration
prior to the FCC's cut-off date. At the end of a transition
period, those licensees will be required to return to the FCC
either the license for their existing AM band station or the
license for the expanded AM band station. None of the stations to
be affiliated with the Company have sought authorizations for
operations on the expanded AM band, because such signals operate
at a lower power and have less coverage and thereby are not
consistent with Jacor's strategic objectives.

Television stations compete for audiences and advertising
revenues with radio and other television stations and
multichannel video delivery systems in their market areas and
with other advertising media such as newspapers, magazines,
outdoor advertising and direct mail. Competition for sales of
television advertising time is based primarily on the anticipated
and actually delivered size and demographic characteristics of
audiences as determined by various services, price, the time of
day when the advertising is to be broadcast, competition from
other television stations, including affiliates of other
television broadcast networks, cable television systems and other
media and general economic conditions. Competition for audiences
is based primarily on the selection of programming, the
acceptance of which is dependent on the reaction of the viewing
public, which is often difficult to predict. Additional elements
that are material to the competitive position of television
stations include management experience, authorized power and
assigned frequency. The broadcasting industry is continuously
faced with technical changes and innovations, the popularity of
competing entertainment and communications media, changes in
labor conditions, and governmental restrictions or actions of
Federal regulatory bodies, including the FCC, any of which could
possibly have a material effect on a television station's
operations and profits. There are sources of video service other
than conventional television stations, the most common being
cable television, which can increase competition for a
broadcasting television station by bringing into its market
distant broadcasting signals not otherwise available to the
station's audience, serving as a distribution system for national
satellite-delivered programming and other non-broadcast
programming originated on a cable system and selling advertising
time to local advertisers. Other principal sources of competition
include home video exhibition, direct-to-home broadcast satellite
television ("DBS") entertainment services and multichannel
multipoint distribution services ("MMDS").

Moreover, technology advances and regulatory changes affecting
programming delivery through fiber optic telephone lines and
video compression could lower entry barriers for new video
channels and encourage the development of increasingly
specialized "niche" programming. The Telecom Act permits
telephone companies to provide video distribution services via
radio communication, on a common carrier basis, as "cable
systems" or as "open video systems", each pursuant to different
regulatory schemes. Jacor is unable to predict the effect that
technological and regulatory changes will have on the broadcast
television industry and on the future profitability and value of
a particular broadcast television station.

Recent acquisitions of, or investments in, cable multiple-system
operators ("MSOs") by local exchange carriers ("LECs") by
Regional Bell Operating Companies ("RBOCs") in the United States,
market tests by both LECs and cable MSOs in various states, and
major infrastructure upgrades announced by both LECs and cable
MSOs, presage major expansion of wired communications networks
and consequently their capacities to deliver video programming.
The Telecom Act repealed the "telephone company/cable television
cross-ownership prohibition," thereby enabling LECs, including
the RBOCs, to provide cable television service in their telephone
service areas. LECs may not, however, acquire more than a 10
percent ownership interest in, or enter into joint ventures with,
cable systems in their telephone service areas. The Telecom Act
also gives LECs the option to provide video programming services
over an open video system, or ("OVS"), in which programming on no
more than one-third of the system's channels may be selected by
the LEC or its affiliates. The OVS model may be attractive to
LECs because it is not subject to many of the regulatory
requirements applicable to traditional cable systems, such as the
requirement to obtain a local cable television franchise. In
addition, a number of LECs have announced their intention to
provide video programming services over MMDS "wireless cable"
systems.

In addition, the FCC authorizes DBS services throughout the
United States. Currently, two FCC permittees, DirecTv and United
States Satellite Broadcasting, provide subscription DBS services
via high power communications satellites and small dish
receivers, and other companies provide direct-to-home video
service using lower powered satellites and larger receivers.
Additional companies are expected to commence direct-to-home
operations in the near future. DBS and MMDS, as well as other new
technologies, will further increase competition in the delivery
of video programming.

Jacor cannot predict what other matters might be considered in
the future, nor can it judge in advance what impact, if any, the
implementation of any of these proposals or changes might have on
its business.


Federal Regulation of Broadcasting

The ownership, operation and sale of stations are subject to the
jurisdiction of the FCC, which acts under authority granted by
the Communications Act. Among other things, the FCC assigns
frequency bands for broadcasting; determines the particular
frequencies, locations and power of stations; issues, renews,
revokes and modifies station licenses; determines whether to
approve changes in ownership or control of station licenses;
regulates equipment used by stations; adopts and implements
regulations and policies that directly or indirectly affect the
ownership, operation and employment practices of stations; and
has the power to impose penalties for violations of its rules or
the Communications Act. On February 8, 1996, the President signed
the Telecom Act. The Telecom Act, among other measures, directs
the FCC to (a) eliminate the national radio ownership limits;
(b) increase the local radio ownership limits as specified in the
Telecom Act; (c) issue broadcast licenses for periods of eight
years; (d) eliminate the opportunity for the filing of competing
applications against broadcast renewal applications; and
(e) modify the rules governing in-market radio-television
ownership. Certain of these measures have been adopted by the
FCC. Other provisions of the Telecom Act will be acted upon by
the FCC through rule-making proceedings.

Radio stations in the United States operate either by Amplitude
Modulation (AM), conducted on 107 different frequencies located
between 540 and 1600 kilohertz (kHz) (plus 10 frequencies between
1610-1710 kHz on the newly expanded AM band) in the low frequency
band of the electromagnetic spectrum, or by Frequency Modulation
(FM), conducted on approximately 100 different frequencies
located between 88 and 108 megahertz (MHZ) at the very high
frequency band of the electromagnetic spectrum.

Television stations in the United States operate as either Very
High Frequency (VHF) stations (channels 2 through 13) or Ultra
High Frequency (UHF) stations (channels 14 through 69). UHF
stations in many cases have a weaker signal and therefore do not
achieve the same coverage as VHF stations.

License Grants and Renewals.  The Communications Act provides
that a broadcast station license may be granted to an applicant
if the grant would serve the public interest, convenience and
necessity, subject to certain limitations referred to below. In
making licensing determinations, the FCC considers the legal,
technical, financial and other qualifications of the applicant,
including compliance with the Communications Act's limitations on
alien ownership, compliance with various rules limiting common
ownership of broadcast, cable and newspaper properties, and the
"character" of the licensee and those persons holding
"attributable" interests in the licensee. Broadcast station
licenses are granted for specific periods of time and, upon
application, are renewable for additional terms. The Telecom Act
amends the Communications Act to provide that broadcast station
licenses be granted, and thereafter renewed, for a term not to
exceed eight years, if the FCC finds that the public interest,
convenience, and necessity would be served. The FCC has not yet
implemented the change in license terms provided in the Telecom
Act.

Generally, the FCC renews licenses without a hearing. The Telecom
Act amends the Communications Act to require the FCC to grant an
application for renewal of a broadcast station license if:
(1) the station has served the public interest, convenience and
necessity; (2) there have been no serious violations by the
licensee of the Communications Act or the rules and regulations
of the FCC; and (3) there have been no other violations by the
licensee of the Communications Act or the rules and regulations
of the FCC which, taken together, would constitute a pattern of
abuse. Pursuant to the Telecom Act, competing applications
against broadcast renewal applications will no longer be
entertained. The Telecom Act provides that if the FCC, after
notice and an opportunity for a hearing, decides that the
requirements for renewal have not been met and that no mitigating
factors warrant lesser sanctions, it may deny a renewal
application. Only thereafter may the FCC accept applications by
third parties to operate on the frequency of the former licensee.
The Communications Act continues to authorize the filing of
petitions to deny against license renewal applications during
particular periods of time following the filing of renewal
applications. Petitions to deny can be used by interested
parties, including members of the public, to raise issues
concerning the qualifications of the renewal applicant.

License renewals (expiring in 2003) were granted in 1996 for
Jacor's Florida, Georgia, Iowa, South Carolina, Indiana, and
certain of its Kentucky and Ohio radio stations. Presently
pending are renewal applications for six of Jacor's Ohio radio
stations, two St. Louis radio stations and four Kansas City radio
stations. The six Ohio radio stations are subject to a petition
challenging the renewal of their licenses and those of certain
other broadcasters for alleged failure to comply with equal
employment opportunity policies. Jacor has responded to that
petition and anticipates obtaining license renewals for full
terms for these Ohio stations.  The applications for WFIA-AM and
WDJX-FM, Louisville, are the subject of a petition to deny filed
by a former employee against whom a non-compete provision was
enforced.  Renewal applications are presently pending for WCWA-AM
and WIOT-FM, Toledo (also subject to a petition to deny on EEO
grounds).  Renewal applications will be filed in 1997 for the
remainder of Jacor's station licenses that are currently due to
expire in 1997 and for other stations to be acquired. Jacor does
not anticipate any material difficulty in obtaining license
renewals for full terms in the future.

When the FCC considers a proposed transfer of control of an FCC
licensee that holds multiple FCC licenses, some of which licenses
are subject to pending renewal applications, the FCC's past
policy has been either to defer action on the transfer
application until the pending renewals have been granted or to
grant the transfer application conditioned on the transfer not
being consummated until the renewals have been granted. The FCC
has recently modified that policy to provide that so long as
there are no unresolved issues pertaining to the qualifications
of the transferor or the transferee and so long as the transferee
is willing to substitute itself as the renewal applicant, the FCC
will grant a transfer application for a licensee holding multiple
licenses and permit consummation of the transfer notwithstanding
the pendency of renewal applications for one or several of the
licensee's stations.  To date, the FCC has not extended this
policy to transactions where all the stations being sold are
subject to renewal applications, such as involving
WCWA-AM/WIOT-FM and the Palmer stations, and it is not expected
that the FCC will allow the assignment of these stations to Jacor
until the renewals for these stations are issued.

License Assignments and Transfers of Control.  The Communications
Act prohibits the assignment of a license or the transfer of
control of a corporation holding such a license without the prior
approval of the FCC. Applications to the FCC for such assignments
or transfers are subject to petitions to deny by interested
parties and must satisfy requirements similar to those for
renewal and new station applicants.

Ownership Rules.  Rules of the FCC limit the number and location
of broadcast stations in which one licensee (or any party with a
control position or attributable ownership interest therein) may
have an attributable interest. The FCC, pursuant to the Telecom
Act, eliminated the "national radio ownership rule."
Consequently, there now is no limit imposed by the FCC to the
number of radio stations one party may own nationally.

The "local radio ownership rule" limits the number of stations in
a radio market in which any one individual or entity may have a
control position or attributable ownership interest. Pursuant to
the Telecom Act, the FCC revised its rules to increase the local
radio ownership limits as follows: (a) in markets with 45 or more
commercial radio stations, a party may own up to eight commercial
radio stations, no more than five of which are in the same
service (AM or FM); (b) in markets with 30-44 commercial radio
stations, a party may own up to seven commercial radio stations,
no more than four of which are in the same service; (c) in
markets with 15-29 commercial radio stations, a party may own up
to six commercial radio stations, no more than four of which are
in the same service; and (d) in markets with 14 or fewer
commercial radio stations, a party may own up to five commercial
radio stations, no more than three of which are in the same
service, provided that no party may own more than 50% of the
commercial stations in the market. In addition, the FCC has a
"cross interest" policy that may prohibit a party with an
attributable interest in one station in a market from also
holding either a "meaningful" non-attributable equity interest
(e.g., non-voting stock, voting stock, limited partnership
interests) or key
management position in another station in the same market, or
which may prohibit local stations from combining to build or
acquire another local station. The FCC is presently evaluating
its cross-interest policy as well as policies governing
attributable ownership interests. Jacor cannot predict whether
the FCC will adopt any changes in these policies or, if so, what
the new policies will be.

Under the current rules, an individual or other entity owning or
having voting control of 5% or more of a corporation's voting
stock is considered to have an attributable interest in the
corporation and its stations, except that banks holding such
stock in their trust accounts, investment companies, and certain
other passive interests are not considered to have an
attributable interest unless they own or have voting control over
10% or more of such stock. The FCC is currently evaluating
whether to raise the foregoing benchmarks to 10% and 20%,
respectively. An officer or director of a corporation or any
general partner of a partnership also is deemed to hold an
attributable interest in the media license. Jacor cannot predict
whether the FCC will adopt these or any other proposals.

Under current FCC rules, shareholders of the Company with 5% or
more of the outstanding votes (except for qualified institutional
investors, for which the 10% benchmark is applicable), if any,
are considered to hold attributable interests in the Company.
Such holders of attributable interests must comply with or obtain
waivers of the FCC's multiple and cross ownership limits. Other
than Zell/Chilmark Fund L.P. (the holder of approximately 38.3%
of Jacor's Common Stock), no individuals or entity has reported
to the SEC that it has acquired 5% or more of the outstanding
stock of Jacor; however certain qualified investors need not
submit such a report until 45 days after the end of the calendar
year. In the event that Jacor learns of a new attributable
shareholder and if such shareholder holds interests that exceed
the FCC limits on media ownership, Jacor has the corporate power
to redeem stock of its shareholder to the extent necessary to be
in compliance with FCC and Communications Act requirements,
including limits on media ownership by attributable parties and
alien ownership.

The rules also generally prohibit the acquisition of an ownership
or control position in a television station and one or more radio
stations serving the same market (termed the "one-to-a-market"
rule). Current FCC policy looks favorably upon waiver requests
relating to television and AM/FM radio combinations in the top 25
television markets where at least 30 separately owned broadcast
stations will remain after the combination. One-to-a-market
waiver requests in other markets, as well as those in the top 25
television markets that involve the combination of a television
station and more than one same service (AM or FM) radio station,
presently are evaluated by the FCC pursuant to a fact-based,
five-part, case-by-case review. The FCC also has an established
policy for granting waivers that involve "failed" stations. The
FCC currently is considering changes to its one-to-a-market
waiver standards in a pending rule-making proceeding. The FCC
also plans to review and possibly modify its current prohibitions
relating to ownership or control positions in a daily newspaper
and a broadcast station in the same market. In conjunction with
Jacor's acquisition of the Citicasters stations, the FCC granted
Jacor's request for waivers of the one-to-a-market rule to permit
common ownership of radio stations and a television station in
each of Cincinnati and Tampa-St. Petersburg, subject to the
outcome in the pending rule-making proceeding. The FCC
waiver directed that should divestiture be required as a result
of that rule-making proceeding, Jacor will be required to file an
application for FCC consent to sell the necessary stations within
six months from the release of the FCC order in the rule-making
proceeding. The Company disposed of WTSP-TV, St. Petersburg in
December 1996. The sale of that station rendered moot the
one-to-a-market waiver granted Jacor for radio and television
ownership in Tampa-St. Petersburg. There can be no assurance that
the FCC will adopt a revised one-to-a-market policy in its
rule-making proceeding that would permit the Company to continue
to own WKRC-TV, Cincinnati, along with all of its current
Cincinnati-area radio stations. If divestitures are required,
there can be no assurance that Jacor would be able to obtain full
value for such stations or that such sales would not have a
material adverse impact upon Jacor's business, financial
condition or results of operations. In such event, Jacor's
intention would be to seek reconsideration and/or appellate court
review of the FCC's decision.

Holders of non-voting stock generally will not be attributed an
interest in the issuing entity, and holders of debt and
instruments such as warrants, convertible debentures, options, or
other non-voting interests with rights of conversion to voting
interests generally will not be attributed such an interest
unless and until such conversion is effected. The FCC is
currently considering whether it should attribute non-voting
stock, or perhaps non-voting stock interests when combined with
other rights, such as voting shares or contractual relationships,
along with its review of its other attribution policies. Jacor
cannot predict whether the FCC will adopt these or other changes
in its attribution policies.

Under the Communications Act, broadcast licenses may not be
granted, transferred or assigned to any corporation of which more
than one-fifth of the capital stock is owned of record or voted
by non-U.S. citizens or foreign governments or their
representatives (collectively, "Aliens"). In addition, the
Communications Act provides that no broadcast license may be held
by any corporation of which more than one-fourth of the capital
stock is owned of record or voted by Aliens, without an FCC
public interest finding. The FCC has issued interpretations of
existing law under which these restrictions in modified form
apply to other forms of business organizations, including general
and limited partnerships. The FCC also prohibits a licensee from
continuing to control broadcast licenses if the licensee
otherwise falls under Alien influence or control in a manner
determined by the FCC to be in violation of the Communications
Act or contrary to the public interest. No officers, directors or
significant shareholders of Jacor are known by Jacor to be
Aliens.

Regulation of Broadcast Operations.  In order to retain licenses,
broadcasters are obligated, under the Communications Act, to
serve the "public interest." Since the late 1970s, the FCC
gradually has relaxed or eliminated many of the more formalized
regulatory procedures and requirements developed to promote the
broadcast of certain types of programming responsive to the
problems, needs, and interests of a station's community of
license.

The regulatory changes have provided broadcast stations with
increased flexibility to design their program formats and have
provided relief from some record keeping and FCC filing
requirements. However, licensees continue to be required to
present programming that is responsive to significant community
issues and to maintain certain records demonstrating such
responsiveness. Complaints from listeners concerning a station's
programming have been considered by the FCC when evaluating
licensee renewal applications and at other times.

Stations still are required to follow various rules promulgated
under the Communications Act that regulate political broadcasts,
political advertisements, sponsorship identifications, technical
operations and other matters. "Equal Opportunity" and affirmative
action requirements also exist. Failure to observe these or other
rules can result in the imposition of monetary forfeitures or in
the grant of a "short" (less than full term) license term or
license revocation. The Telecom Act states that the FCC may deny,
after a hearing, the renewal of a broadcast license for serious
violations of the Communications Act or the FCC's rules or where
there have been other violations which together constitute a
pattern of abuse.

The FCC has adopted rules regarding human exposure to levels of
radio frequency ("RF") radiation. These rules require applicants
for new broadcast stations, renewals of broadcast licenses or
modification of existing licenses to inform the FCC at the time
of filing such applications whether a new or existing broadcast
facility would expose people to RF radiation in excess of certain
guidelines.

Agreements With Other Broadcasters.  Over the past several years
a significant number of broadcast licensees, including certain of
Jacor's subsidiaries, have entered into cooperative agreements
with other stations in their market. These agreements may take
varying forms, subject to compliance with the requirements of the
FCC's rules and policies and other laws. One typical example is a
TBA or LMA between two separately owned stations serving a common
service area, whereby the licensee of one station programs
substantial portions of the broadcast day on the other licensee's
station, subject to ultimate editorial and other controls being
exercised by the latter licensee, and sells advertising time
during such program segments for its own account. Another is a
JSA pursuant to which a licensee sells advertising time on both
its own station or stations and on another separately owned
station.

The FCC has held that LMAs do not per se constitute a transfer of
control and are not contrary to the Communications Act provided
that the licensee of the station maintains complete
responsibility for and control over operations of its broadcast
station (including, specifically, control over station finances,
personnel and programming) and complies with applicable FCC rules
and with antitrust laws. At present, the FCC is considering
whether it should treat as attributable multiple business
arrangements among local stations, such as joint sales
accompanied by debt financing. Jacor cannot predict whether the
FCC would require the termination or restructuring of Jacor's
JSAs or other arrangements in the future.

Under certain circumstances, the FCC will consider a radio
station brokering time on another radio station serving the same
market to have an attributable ownership interest in the brokered
station for purposes of the FCC's radio multiple ownership rules.
In particular, a radio station is not permitted to enter into a
LMA giving it the right to program more than 15% of the broadcast
time, on a weekly basis, of another local radio station which it
could not own under the FCC's local radio ownership rules.

The FCC's rules also prohibit a radio licensee from simulcasting
more than 25% of its programming on another radio station in the
same broadcast service (i.e., AM-AM or FM-FM) whether it owns
both stations or operates both through a LMA where both stations
serve substantially the same geographic area.

Legislation and Regulation of Television Operations.  Television
stations are regulated by the FCC pursuant to provisions of the
Communications Act and the FCC rules that are in many instances
the same or similar to those applicable to radio stations.
Besides technical differences between television and radio,
principal variances in regulation relate to limits on national
and local ownership, LMAs and simulcasts, children's programming
requirements, advanced television service, signal carriage rights
on cable systems, license terms, "V-chip" technology and
network/affiliate relations.

The current FCC rules prohibit combined local ownership or
control of television stations with overlapping "Grade B" service
contours (unless established waiver standards are met). An FCC
rule-making proceeding is in process to determine whether to
retain, modify or eliminate these local television ownership
rules. The current FCC rules permit an entity to have an
attributable interest in an unlimited number of television
stations so long as such stations do not reach in the aggregate
more than 35% of the national television audience. Additionally,
the rules prohibit (with certain qualifications) the holder of an
attributable interest in a television station from also having an
attributable interest in a radio station, daily newspaper or
cable television system serving a community located within the
relevant coverage area of that television station. As noted
above, the radio/television one-to-a-market rule is under review
and the FCC also plans to review and possibly modify its current
broadcast/daily newspaper restriction. Pursuant to the Telecom
Act, the FCC eliminated the restriction of network ownership of
cable systems. The FCC will monitor the response to this change
to determine if additional rule changes are necessary to ensure
nondiscriminatory carriage and channel positioning of
nonaffiliated broadcast stations by network-owned cable systems.

Presently, LMAs between television stations are not treated as
attributable interests and there is no restriction on same-market
television simulcasts. The FCC is considering in a pending
rule-making proceeding whether to treat television LMAs similar
to radio LMAs for multiple ownership rule purposes. Jacor's
television station is not a participant in any LMAs.

On August 8, 1996, the FCC amended its rules implementing the
Children's Television Act of 1990 (the "CTA") to establish for
broadcast television renewal applications filed after August 31,
1997, a "processing guideline" of at least three hours per week
of educational and informational programming for children. A
television station will receive FCC staff-level approval of the
portion of its license renewal application pertaining to the CTA
if it satisfied the processing guideline by broadcasting at least
three weekly hours of "Core Programming," which is defined as
education and informational programming that, among other things,
(a) has serving the educational and informational needs of
children "as a significant purpose," (b) has a specified
educational and informational objective and a specified target
child audience, (c) is regularly scheduled, weekly programming,
(d) is at least 30 minute in length, and (e) airs between
7:00 a.m. and 10:00 p.m. Alternatively, a station may qualify for
staff-level approval even if it broadcasts "somewhat less" than
three hours per week of Core Programing by demonstrating that it
has aired a weekly package of different types of educational and
informational programming that is at least equivalent to three
hours of Core Programming. A licensee that does not meet the
processing guideline under either of these alternatives will be
referred by the FCC's staff to the Commissioners of the FCC, who
will evaluate the licensee's compliance with CTA on the basis of
both its programming and its other efforts related to children's
educational and informational programming. A television station
ultimately found not to have complied with the CTA could face
sanctions including monetary fines and the possible non-renewal
of its broadcast license.

The FCC is conducting a rule-making proceeding to devise a table
of channel allotments in connection with the introduction of
"advanced" or "high definition" television service ("DTV"). The
FCC has preliminarily decided to allot a second broadcast channel
to each full-power commercial television station for DTV
operation. According to this preliminary decision, stations would
be permitted to phase in their DTV operations over a period of
several years following adoption of a final table of allotments,
after which they would be required to surrender their non-DTV
channel. The FCC has proposed allotting all full-service
television stations a second broadcast channel for digital
operation that substantially replicates the service areas of
their existing stations. Under this proposal, most stations,
including Jacor's station, would receive a digital channel
assignment in the "core spectrum" between channels 7 and 51. This
proposal is open for public comment. During the past year,
Congress has considered proposals that would require incumbent
broadcasters to bid at auctions for the additional spectrum
required to effect a transition to DTV, or alternatively, would
assign additional DTV spectrum to incumbent broadcasters and
require the early surrender of their non-DTV channel for sale by
public auction. It is not possible to predict if, or when, any of
these proposals will be adopted or the effect, if any, adoption
of such proposals would have on Jacor's television station.


FCC regulations implementing the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act")
require each television broadcaster to elect, at three-year
intervals beginning June 17, 1993, either to (a) require carriage
of its signal by cable systems in the station's market
("must-carry") or (b) negotiate the terms on which such broadcast
station would permit transmission of its signal by the cable
systems within its market ("retransmission consent"). In a 2-1
decision issued on December 13, 1995, a special three-judge panel
of the U.S. District Court for the District of Columbia upheld
the constitutionality of the must-carry provisions. The District
Court's decision has been appealed to the U.S. Supreme Court,
which will hear the appeal during its 1996-1997 term, with a
decision expected in the second calendar quarter of 1997. In the
meantime, the FCC's must-carry regulations implementing the Cable
Act remain in effect. Jacor cannot predict the outcome of the
Supreme Court review of the case.

Until the passage of the Telecom Act, television licenses were
granted and renewed for a maximum of five years. The Telecom Act
amends the Communications Act to provide that broadcast station
licenses be granted, and thereafter renewed, for a term not to
exceed eight years, if the FCC finds that the public interest,
convenience, and necessity would be served. The FCC has not yet
implemented the change in license terms provided in the Telecom
Act. The Telecom Act also requires the broadcast and cable
industries to develop and transmit an encrypted rating that would
permit the blocking of violent or indecent video programming and
allow telephone companies to operate cable television systems in
their own service areas.

Jacor's Cincinnati television station is a CBS-network affiliate
and a VHF station. The FCC currently is reviewing certain of its
rules governing the relationship between broadcast television
networks and their affiliated stations. The FCC is conducting a
rule-making proceeding to examine its rules prohibiting broadcast
television networks from representing their affiliated stations
for the sale of non-network advertising time and from influencing
or controlling the rates set by their affiliates for the sale of
such time. Separately, the FCC is conducting a rule-making
proceeding to consider the relaxation or elimination of its rules
prohibiting broadcast networks from (a) restricting their
affiliates' right to reject network programming; (b) reserving an
option to use specified amounts of their affiliates' broadcast
time; and (c) forbidding their affiliates from broadcasting the
programming of another network; and to consider the relaxation of
its rule prohibiting network-affiliated stations from preventing
other stations from broadcasting the programming of their
network.

Proposed Changes.  The FCC has not yet implemented formally
certain of the changes to its rules necessitated by the Telecom
Act. Moreover, the Congress and the FCC have under consideration,
and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could,
directly or indirectly, (i) affect the operation, ownership and
profitability of Jacor and its broadcast stations, (ii) result in
the loss of audience share and advertising revenues of Jacor's
radio broadcast stations, (iii) affect the ability of Jacor to
acquire additional broadcast stations or finance such
acquisitions, (iv) affect current cooperative agreements and/or
financing arrangements with other radio broadcast licensees, or
(v) affect Jacor's competitive position in relationship to other
advertising media in its markets. Such matters include, for
example, changes to the license authorization and renewal
process; proposals to revise the FCC's equal employment
opportunity rules and other matters relating to minority and
female involvement in broadcasting; proposals to alter the
benchmarks or thresholds for attributing ownership interest in
broadcast media; proposals to change rules or policies relating
to political broadcasting; changes to technical and frequency
allocation matters, including those relative to the
implementation of digital audio broadcasting on both a satellite
and terrestrial basis; proposals to restrict or prohibit the
advertising of beer, wine and other alcoholic beverages on radio;
changes in the FCC's cross-interest, multiple ownership, alien
ownership and cross-ownership policies; proposals to allow
greater telephone company participation in the delivery of audio
and video programming; proposals to limit the tax deductibility
of advertising expenses by advertisers; potential auctions for
DTV or non-DTV television spectrum; the implementation of
"V-chip" technology; and changes to children's television
programming requirements, signal carriage rights on cable systems
and network affiliate relations.

Although Jacor believes the foregoing discussion is sufficient to
provide the reader with a general understanding of all material
aspects of FCC regulations that affect Jacor, it does not purport
to be a complete summary of all provisions of the Communications
Act or FCC rules and policies. Reference is made to the
Communications Act, FCC rules and the public notices and rulings
of the FCC for further information.

Antitrust Considerations.  Certain acquisitions by Jacor of
broadcasting companies, radio station groups or individual radio
stations will be subject to review by the Antitrust Division and
the FTC pursuant to the provisions of the HSR Act. Generally,
acquisitions involving assets valued at $15.0 million or more,
and certain acquisitions of voting securities, come within the
purview of the HSR Act. Although it is likely that many proposed
acquisitions will not require the parties to the transaction to
comply with the HSR Act, or if such compliance is required, will
result in rapid clearance by the antitrust agencies, in certain
instances, the antitrust agencies may choose to investigate the
proposed acquisition, particularly if it appears that such
acquisition will result in substantial concentration within a
specific market. Any decision by an antitrust agency to challenge
a proposed acquisition could affect the ability of Jacor to
consummate the proposed acquisition, or to consummate the
acquisition on the proposed terms.

The Antitrust Division and the FTC determine between themselves
which agency is to take a closer look at a proposed transaction.
The Antitrust Division or the FTC, as the case may be, may then
issue a formal request for additional information ("the Second
Request"). Under the HSR Act, if a Second Request is issued, the
waiting period then would be extended and would expire at
11:59 p.m., on the twentieth calendar day after the date of
substantial compliance by both parties with such Second Request.
Only one extension of the waiting period pursuant to a request
for additional information is authorized by the HSR Act.
Thereafter, such waiting period may be extended only by court
order or with the consent of the parties. In practice, complying
with a request for additional information or material can take a
significant amount of time. In addition, if the Antitrust
Division or the FTC raises substantive issues in connection with
a proposed transaction, the parties frequently engage in
negotiations with the relevant governmental agency concerning
possible means of addressing those issues and may agree to delay
consummation of the transaction while such negotiations continue.

Subsequent to the passage of the Telecom Act, the radio broadcast
industry has been subject to an increased amount of scrutiny by
the Antitrust Division.  Such scrutiny caused Jacor to experience
delays in closing both its merger with Citicasters Inc. (now
known as JCC) (the "Citicasters Merger") and its acquisition of
Noble Broadcast Group, Inc. (the "Noble Acquisition") and to
incur increased transaction costs.  Jacor could experience
similar delays and increased costs in connection with future
transactions.

The Antitrust Division or the FTC could also compel changes in
the proposed terms of acquisitions.  This is evidenced by Jacor's
agreement with the Antitrust Division in connection with the
Citicasters Merger pursuant to which Jacor agreed to divest WKRQ-
FM in Cincinnati by February 1997 and to inform the Antitrust
Division of certain transactions in Cincinnati that would not
otherwise be reportable under the HSR Act.  Antitrust Division
scrutiny also resulted in Jacor terminating its agreement to
finance the acquisition of WGRR-FM in Cincinnati by Tsunami
Communications, Inc., the entity with whom Jacor has a joint
sales agreement ("JSA") for a Denver radio station.  Subsequent
to such termination, Jacor received from the Antitrust Division a
civil investigative demand relating to the proposed transaction.
In November 1996, the Antitrust Division suspended Jacor's
obligation to respond to this civil investigative demand.

In addition, Jacor has received an industry-wide civil
investigative demand relating to JSAs pursuant to which the
Antitrust Division is examining the antitrust implications of
such arrangements.  Jacor antiticpates that the Antitrust
Division's determinations of the permissibility of JSAs will
depend on the specific characteristics of the markets, stations
and relationships being reviewed.  Jacor believes that its
existing JSAs are appropriate under applicable antitrust laws and
that its JSAs are not material to its business as such
arrangements only account for approximately 1.0% of Jacor's net
revenues.

Although Jacor does not believe that antitrust considerations
will adversely affect Jacor's ability to successfully implement
its business strategy, the effects of the Antitrust Division's
heightened level of scrutiny on the radio broadcast industry and
on Jacor are uncertain.  There can be no assurance that these
concerns will not negatively impact Jacor.

Energy and Environmental Matters

Jacor's source of energy used in its broadcasting operations is
electricity. No limitations have been placed on the availability
of electrical power, and management believes its energy sources
are adequate. Management believes that Jacor is currently in
material compliance with all statutory and administrative
requirements as related to environmental quality and pollution
control.


Employees

As of December 31, 1996, Jacor employed approximately 3,500
persons, 2,500 on a full-time and 1,000 on a part-time basis.
Each Jacor station has its own complement of employees which
generally include a general manager, sales manager, operations
manager, business manager, advertising sales staff, on-air
personalities and clerical personnel.


Item 2.  Property Holdings

Jacor leases approximately 16,244 square feet for its corporate
offices in Covington, Kentucky under a lease expiring in 2008
with a five-year renewal option.  Jacor also owns and leases
space for the office and studio facilities at its radio station
locations throughout the United States.  The same is true for
Jacor's tower sites and antennae.

Expansion of Jacor's operations generally comes from the
acquisition of stations and their facilities and ordinarily does
not create a need for additional space at existing locations,
although the emergence of LMAs and JSAs with other stations in
Jacor's existing markets could create such a need.  Any future
need for additional office and studio space at existing locations
will be satisfied by the construction of additions to the Jacor-
owned facilities and, in the case of leased facilities, the lease
of additional space or the relocation of the office and studio.
Jacor's office and studio facilities are all located in downtown
or suburban office buildings and are capable of being relocated
to any suitable office facility in the station market area.
Similarly, although many of Jacor's tower sites are strategically
located, all are capable of being relocated to suitable sites in
their particular station market areas.

Jacor owns substantially all of its equipment, consisting
principally of transmitting antennae, transmitters, studio
equipment and general office equipment.  The towers, antennae and
other transmission equipment used by Jacor's stations are in
generally good condition.  In management's opinion, the quality
of the signals range from good to excellent, and Jacor is
committed to maintaining and updating its equipment and
transmission facilities in order to achieve the best possible
signal in the market area.

Although Jacor believes its properties are generally adequate for
its operations, opportunities to upgrade facilities are
continuously reviewed.



Item 3.  Legal Proceedings

From time to time, Jacor becomes involved in various claims and
lawsuits that are incidental to its business. In the opinion of
Jacor's management, there are no material legal proceedings
pending against Jacor.


           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                             PART II
                                
                                
                                
                                
                                
Item 5.  Market for Registrant's Common Equity and Related
Stockholder Matters

The Company's common stock trades on the Nasdaq National Market
tier of the Nasdaq Stock Market under the symbol "JCOR".  The
following table presents the high and low sale prices for the
Company's common stock for each quarter of 1995 and 1996 as
reported on The Nasdaq National Market.

                                                 Price Range of
                                                  Common Stock
                                               High          Low
1995
     1st Quarter...........................   $14.50       $12.00
     2nd Quarter...........................    17.00        13.00
     3rd Quarter...........................    19.25        15.00
     4th Quarter...........................    17.50        15.00

1996                                            High         Low
     1st Quarter...........................   $22.25       $16.00
     2nd Quarter...........................    31.25        19.50
     3rd Quarter...........................    35.00        24.75
     4th Quarter...........................    36.38        23.75



At February 28, 1997, there were 1,529 record holders of common
stock including shares held in nominee name and the last reported
sale price on the Nasdaq National Market was $29.44 per share.

The Company has neither declared nor paid any dividends on its
common stock to date.  The Company's existing agreements with its
lenders restrict the payment of dividends.  It is the Company's
present policy to retain all earnings for the requirements of the
business.

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                




Item 6.  Selected Financial Data

The following table (in thousands 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>
                           1996       1995       1994       1993       1992
<S>                    <C>          <C>       <C>        <C>        <C>
Statement of
Operations Data (a):
Net broadcast
  revenue               $223,761    $118,891   $107,010   $ 89,932   $ 70,506
Operating income (loss)   39,360      18,617     13,483      6,625     (3,201)
Income (loss) before
  extraordinary loss       8,071      10,965      7,852      1,438    (23,701)
Net income (loss) (b)      5,105      10,965      7,852      1,438    (23,701)

Per share data:
  Before extraordinary
    loss                  $ .30       $ .52      $ .37      $ .10    $ (61.50)
  Extraordinary loss      (0.11)        -          -          -           -

Other Financial
Data (c):
Broadcast cash flow     $ 72,696    $ 31,601   $ 26,542   $ 20,412   $ 14,724

Balance Sheet Data (d):
Total assets           $1,704,942   $208,839   $173,579   $159,909   $122,000
Long-term debt            670,000     45,500       -          -       140,542
5 1/2% Liquid Yield
  Option Notes            118,682       -          -          -          -
Shareholders' equity
  (deficit)               486,936    139,073    148,794    140,413    (50,840)

</TABLE>
[FN]

(a)  The comparability of the information reflected in this
     selected financial data is affected by the acquisition and
     disposition of certain properties.  For information related
     to acquisitions and dispositions in 1995 and 1996 see Note 2
     of Notes to Consolidated Financial Statements.
     Additionally, on January 11, 1993, the Company completed a
     recapitalization plan which substantially modified the
     Company's debt and capital structure (such recapitalization
     was accounted for as if it had been completed January 1,
     1993), and completed a refinancing in March 1993.
     
(b)  Net income for the year ended December 31, 1996 includes, as
     an extraordinary item, a $3.0 million loss, net of income tax
     benefit, for the early retirement of debt.
     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                




Item 6.  Selected Financial Data, Continued

(c)  "Broadcast cash flow" means operating income before
     reduction in
     carrying value of assets, depreciation and amortization and
     corporate general and administrative expenses.  The
     Company's management believes that broadcast cash flow is
     helpful in understanding cash flow generated from its
     broadcasting in comparing operating performance of the
     Company's broadcast stations to other broadcast stations.
     Broadcast cash flow is also a key factor in the Company's
     assessment of station performance.  Broadcast cash flow
     should not be considered an alternative to net income as an
     indicator of the Company's overall performance.
     
(d)  Pro forma amounts as of December 31, 1992, to give effect to
     the January
     11, 1993 recapitalization plan that substantially modified
     the Company's debt and capital structure:
     
               Total assets                        $142,085
               Long-term debt                       64,178
               Shareholders' equity                 50,890



     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                

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 46.

In the following analysis, management discusses station operating
income excluding depreciation and amortization.  Station
operating income excluding depreciation and amortization should
not be considered in isolation from, or as a substitute for,
operating income, net income or cash flow and other consolidated
income or cash flow statement data computed in accordance with
generally accepted accounting principles or as a measure of the
Company's profitability or liquidity.  Although this measure of
performance is not calculated in accordance with generally
accepted accounting principles, it is widely used in the
broadcasting industry as a measure of a company's operating
performance because it assists in comparing station performance
on a consistent basis across companies without regard to
depreciation and amortization, which can vary significantly
depending on accounting methods (particularly where acquisitions
are involved) or non-operating factors such as historical cost
bases.  Station operating income excluding depreciation and
amortization also excludes the effect of corporate general and
administrative expenses, which generally do not relate directly
to station performance.

General economic conditions have an impact on the Company's
business and financial results.  From time to time the markets in
which the Company operates experience weak economic conditions
that may negatively affect revenue of the Company.  However,
management believes that this impact is somewhat softened by the
Company's diverse geographical presence.

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

The performance of a broadcasting station group, such as the
Company, is customarily measured by its ability to generate
broadcast cash flow.  The primary source of the Company's revenue
is the sale of broadcasting time on its stations for advertising.
The Company's significant operating expenses are employee
salaries, sports broadcasting rights fees, programming expenses,
advertising and promotion expenses, rental of premises for
studios and transmitting equipment and music license royalty
fees.  The Company works closely with local station management to
implement cost control measures.

The Company's revenue is affected primarily by the advertising
rates the Company's stations are able to charge.  These rates
are, in large part, based on a station's ability to attract
audiences in the demographic groups targeted by its advertisers,
as principally measured by Arbitron Metro Area Ratings Surveys.


           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                

GENERAL, Continued

Most advertising contracts are short-term and run only for a few
weeks.  Most of the Company's revenue is generated from local
advertising, which is sold by the station's sales staff.  In
1996, approximately 80% of the Company's gross revenues was from
local advertising and approximately 20% was from national
advertising.  A station's local sales staff solicits advertising,
either directly from the local advertiser or through an
advertising agency for the local advertiser.  National
advertising sales for most of the Company's radio stations are
made by the Company's national sales managers in conjunction with
the efforts of an independent advertising representative who
specializes in national sales and is compensated on a commission-
only basis.

Sports broadcasting and the full-service programming features
play an integral part in the Company's operating strategy.  As a
result, because of the rights fees and related costs of
broadcasting professional baseball, football and hockey, as well
as the costs related to the full-service programming features of
its AM radio stations, the Company's broadcast cash flow margins
are typically lower than its competitors'.

LIQUIDITY AND CAPITAL RESOURCES

Acquisitions and Dispositions completed during 1996

In February 1996, Jacor sold the business and certain operating
assets of radio stations WMYU-FM and WWST-FM in Knoxville.  Jacor
received approximately $6.5 million in cash for this sale,
generating a gain of approximately $2.5 million.  In March 1996,
Jacor entered into an agreement for the sale of the assets of
WBRD-AM in Tampa for approximately $0.5 million in cash.  The
sale of WBRD-AM was completed in June 1996.

In March 1996, the Company entered into an agreement to acquire
the FCC licenses of WCTQ-FM and WAMR-AM in Venice, Florida and to
purchase certain real estate and transmission facilities
necessary to operate the stations.  In June 1996, the Company
consummated this acquisition for a purchase price of
approximately $4.4 million in cash.

In June 1996, the Company entered into an agreement to acquire
the FCC licenses of WLAP-AM, WMXL-FM and WWYC-FM in Lexington,
Kentucky and to purchase real estate and transmission facilities
necessary to operate the stations.  In August 1996, the Company
consummated this acquisition for a purchase price of
approximately $14 million in cash.

In July 1996, the Company completed the acquisition of Noble,
which owned ten radio stations serving Denver, St. Louis and
Toledo.  Previously, the Company purchased Noble's operating
assets in San Diego which included an exclusive sales agency
agreement under which Noble, and now the Company, provides
programming to and sells air time for two radio stations serving
San Diego (XTRA-AM and XTRA-FM).  The aggregate value of the
completed Noble acquisition is approximately $160 million,
including related fees and expenses.


           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                


LIQUIDITY AND CAPITAL RESOURCES, Continued

In September 1996, the Company completed the acquisition of
Citicasters through a merger of a wholly owned Jacor subsidiary
with and into Citicasters.  Citicasters owned and/or operated 19
radio stations, located in the United States in Atlanta, Phoenix,
Tampa, Portland, Kansas City, Cincinnati, Sacramento, Columbus
and two television stations, one located in Tampa and one in
Cincinnati.  The Company consummated the Citicasters merger for
an approximate aggregate value of $801.2 million, which included
(i) the purchase of all outstanding shares of Citicasters common
stock at $29.50 per share for approximately $624.5 million in
cash, (ii) the assumption of Citicasters 9 3/4% notes ($125
million), (iii) the payoff of Citicasters outstanding bank loan
($20 million), and (iv) the issuance of warrants to purchase an
aggregate of 4.4 million shares of common stock (valued at $26.5
million).

Citicasters' outstanding 9 3/4% notes became obligations of the
surviving corporation in the merger.  As a result of a change in
control covenant in the indenture pursuant to which such notes
were issued, the holders of the 9 3/4% notes were permitted to
cause the Company to purchase the notes at 101% of the principal
amount thereof.  Approximately $107 million of the 9 3/4% notes
were put to the Company pursuant to the change in control
covenant.  The remaining $10 million of the 9 3/4% notes have
since been retired.

Also in September 1996, Jacor entered into a binding agreement
with a subsidiary of Gannett to effect an exchange of the
Company's Tampa television station, WTSP-TV, acquired by Jacor in
the Citicasters merger, for six of Gannett's radio stations.  In
December 1996, Jacor and Gannett consummated the Gannett
exchange.  The stations Jacor acquired are KIIS-FM and KIIS-AM in
Los Angeles, KSDO-AM and KKBH-FM in San Diego and WUSA-FM (now
WAKS-FM) and WDAE-AM in Tampa-St. Petersburg.  Jacor believes
that this transaction constituted a tax-free like-kind exchange.

In October 1996, Jacor entered into a binding agreement with
Clear Channel Radio, Inc. ("Clear Channel") to purchase KTWO-AM,
KMGW-FM and the Wyoming Radio Network in Casper, Wyoming for a
purchase price of $1.9 million.  In December 1996, Jacor and
Clear Channel consummated the transaction.

The acquisitions completed during 1996 were funded as follows:
(i) $303.6 million proceeds from the public offering of 11.25
million shares of Common Stock, (ii) $115.2 million in proceeds
from the Liquid Yield Option Notes public offering, (iii) $100
million from the 10 1/8% Senior Subordinated Notes public
offering, (iv) $170 million from the 9 3/4% Senior Subordinated
Notes public offering and (v) $400 million in borrowings under
the New Credit Facility.


           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                


LIQUIDITY AND CAPITAL RESOURCES, Continued

Acquisitions pending as of December 31, 1996

In May 1996, Jacor entered into an agreement with Enterprise
Media of Toledo, L.P. to acquire the FCC licenses of WIOT-FM and
WCWA-AM in Toledo, Ohio and to purchase real estate and
transmission facilities necessary to operate the stations.  The
purchase price for the assets is $13.0 million which amount has
been placed in escrow pending the closing of the transaction.

In October 1996, the Company entered into a definitive merger
agreement with Regent whereby Regent will merge with and into the
Company.  Regent owned, operated or represented 19 radio stations
located in Kansas City, Salt Lake City, Las Vegas, Louisville and
Charleston.  During February 1997, the Company consummated the
Regent merger for the approximate aggregate value of $185
million, which included (i) the issuance of 3.55 million shares
of Jacor common stock valued at $105.9 million, (ii) the issuance
of warrants to acquire 500,000 shares of the Company's common
stock at $40 per share valued at $5 million and (iii) the
assumption of approximately $6 million of debt and other
liabilities and $68 million in cash.

Also in October 1996, Jacor entered into a binding agreement with
Colfax Communications, Inc. ("Colfax") to acquire KIDO-AM and
KLTB-FM in Boise, Idaho and KARO-FM in Caldwell, Idaho for a
purchase price of $11.0 million in cash.  Jacor and Colfax
consummated the transaction in January 1997.

Additionally in October 1996, Jacor entered into a binding
agreement with Palmer Broadcasting Limited Partnership whereby
Jacor would acquire the FCC licenses and assets of WHO-AM and
KLYF-FM in Des Moines and WMT-AM and WMT-FM in Cedar Rapids for a
purchase price of $52.5 million in cash.  The Company consummated
this transaction in March 1997.

The Company also has acquisitions pending in the following
broadcast areas: (i) Sarasota, Florida, (ii) San Diego,
California, (iii) Circleville, Marysville and Lima, Ohio, (iv)
Lexington and Louisville, Kentucky, (v) Ft. Collins and Greely,
Colorado, (vi) Rochester, New York, (vii) Santa Barbara,
California, and (viii) Portland, Oregon.  The net cash to be paid
for the acquisitions pending as of December 31, 1996 after giving
effect to escrow deposits of $33.3 million, totals approximately
$230 million.

Credit Facilities and Other

In June 1996, the Company entered into a new credit facility (the
"Credit Facility") which provided availability of $600 million.
During February 1997, the Credit Facility was amended resulting
in expanded availability of up to $750 million.  The Credit
Facility provides loans to Jacor in three components: (i) a
reducing revolving credit facility of up to $450 million under
which the aggregate commitments would reduce on a semi-annual
basis commencing in June 1999; (ii) a $200 million amortizing
term loan that would reduce on a semi-annual basis commencing in
December 1997; and (iii) a $100 million amortizing term loan that
would reduce on a semi-annual basis commencing in December 1998.
The Credit Facility also provides the Company with additional
credit for future acquisitions as well as working capital and
other general corporate purposes.  As of February 28, 1997 the
Company had $380 million of outstanding indebtedness under the
Credit Facility.


           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                

LIQUIDITY AND CAPITAL RESOURCES, Continued

The pending acquisitions will be primarily funded by the Credit
Facility and excess cash on hand which includes: (i) Hanna
Barbera escrow proceeds of $13.2 million received in December
1996, (ii) the proceeds related to the sale of the Company's
investment in a News Corp. Warrant of $44.5 million received in
February 1997 and (iii) the proceeds related to the sale of the
Company's investment in Australia's Wonderland of $9.0 million
received in March 1997.  The Company believes that various
additional sources are also available to fund the pending and
future acquisitions.  Such sources include the issuance of
additional equity and/or debt securities of the Company.  During
the first quarter of 1997, the Company filed an omnibus shelf
registration statement for the subsequent issuance of up to $250
million of additional equity and/or debt securities.

The issuance of additional debt would negatively impact the
Company's debt-to-equity ratio and its results of operations and
cash flows due to higher amounts of interest expense.  Any
issuance of additional equity would soften this impact to some
extent.

RESULTS OF OPERATIONS

The Year Ended 1996 Compared to the Year Ended 1995

Broadcast revenue for 1996 was $250.5 million, an increase of
$117.4 million or 88.2% from $133.1 million during 1995.  This
increase resulted from the revenue generated at those properties
owned or operated during 1996 but not during the comparable 1995
period.  On a "same station" basis - reflecting results from
stations operated for the entire twelve months of both 1996 and
1995 - broadcast revenue for 1996 was $135.5 million, an increase
of $13.8 million or 11.3% from $121.7 million for 1995.  This
increase resulted from an increase in advertising rates in both
local and national advertising.

Agency commissions for 1996 were $26.7 million, an increase of
$12.5 million or 87.9% from $14.2 million during 1995 due to the
increase in broadcast revenue.

Broadcast operating expenses for 1996 were $151.1 million, an
increase of $63.8 million or 73.1% from $87.3 million during
1995.  These expenses increased as a result of expenses incurred
at those properties owned or operated during 1996 but not during
the comparable 1995 period.  On a "same station" basis, broadcast
operating expenses for 1996 were $82.9 million, an increase of
$4.9 million or 6.3% from $78.0 million for 1995.  This increase
resulted from increased selling, payroll and programming costs.

Depreciation and amortization for 1996 and 1995 was $23.4 million
and $9.5 million, respectively.  This increase was due to the
acquisitions in 1996.

Operating income for 1996 was $39.4 million, an increase of $20.8
million or 111.4% from an operating income of $18.6 million for
1995.

In 1996 the Company recognized an extraordinary loss of
approximately $3.0 million related to the write off of debt
financing costs.  Also, in the first quarter of 1997, the Company
recognized an extraordinary loss of approximately $5.8 million
related to the write off of debt financing costs.

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                


RESULTS OF OPERATIONS, Continued

The Year Ended 1996 Compared to the Year Ended 1995, Continued

Interest expense in 1996 was $32.2 million, an increase of $30.8
million from $1.4 million in 1995.  Interest expense increased
due to an increase in outstanding debt that was incurred in
connection with acquisitions.

Net income for 1996 was $5.1 million, compared to net income of
$11.0 million reported by the Company for 1995.

Income tax was $7.3 million for 1996 and 1995.  The effective tax
rate increased in 1996 due to an increase in non-deductible
goodwill resulting from the 1996 acquisitions.


The Year Ended 1995 Compared to The Year Ended 1994

Broadcast revenue for 1995 was $133.1 million, an increase of
$13.5 million or 11.3% from $119.6 million during 1994. This
increase resulted from an increase in advertising rates in both
local and national advertising and from the revenue generated at
those properties owned or operated during 1995 but not during the
comparable 1994 period.  On a "same station" basis - reflecting
results from stations operated for the entire twelve months of
both 1995 and 1994 - broadcast revenue for 1995 was $125.3
million, an increase of $8.4 million or 7.2% from $116.9 million
for 1994.

Agency commissions for 1995 were $14.2 million, an increase of
$1.6 million or 12.6% from $12.6 million during 1994 due to the
increase in broadcast revenue.  Agency commissions increased at a
greater rate than broadcast revenue due to a greater proportion
of agency sales.

Broadcast operating expenses for 1995 were $87.3 million, an
increase of $6.8 million or 8.5% from $80.5 million during 1994.
These expenses increased as a result of increased selling and
other payroll costs, programming costs and expenses incurred at
those properties owned or operated during 1995 but not during the
comparable 1994 period.  On a "same station" basis, broadcast
operating expenses for 1995 were $81.3 million, an increase of
$4.2 million or 5.5% from $77.1 million for 1994.

Depreciation and amortization for 1995 and 1994 was $9.5 million
and $9.7 million, respectively.

Operating income for 1995 was $18.6 million, an increase of $5.1
million or 38.1% from an operating income of $13.5 million for
1994.

Interest expense for 1995 was $1.4 million, an increase of $0.9
million or 170.1% from $0.5 million for 1994.  Interest expense
increased due to an increase in outstanding debt that was
incurred in connection with acquisitions and stock repurchases.

Net income for 1995 was $11.0 million, compared to net income of
$7.9 million reported by the Company for 1994.  The 1994 period
includes income tax expense of $6.3 million, while the 1995
period includes $7.3 million of income tax expense.

          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                


CASH FLOWS

Cash flows provided by operating activities, inclusive of working
capital, were $24.9 million, $20.6 million and $11.3 million for
1996, 1995 and 1994, respectively. Cash flows provided by
operating activities in 1996 resulted primarily from $28.7
million in non-cash expenses, a $3.0 million add-back of the
write-off of debt related financing costs, partially offset by
the ($2.5) million gain on the sale of radio stations and the net
change in working capital of ($10.5) million.  Cash flows
provided by operating activities in 1995 resulted primarily from
the add-back of $9.5 million of depreciation and amortization
expense to net income of $11.0 million for the period.  Cash
flows provided by operating activities in 1994 resulted primarily
from net income of $7.9 million generated during the year.  The
additional $3.4 million resulted principally from the excess of
the sum of the depreciation and amortization add-back of $9.7
million, together with the add-back of $1.4 million for provision
for losses on accounts and notes receivable over the net change
in working capital of ($7.6) million.

Cash flows used by investing activities were $859.3 million,
$64.3 million and $13.7 million for 1996, 1995 and 1994,
respectively.  Investing activities include capital expenditures
of $11.9 million, $5.0 million and $2.2 million in 1996, 1995 and
1994, respectively.  Investing activities in 1996 and 1995
included expenditures of $854.0 million and $59.8 million,
respectively, for acquisitions, the purchase of intangible assets
and loans made in connection with the Company's JSAs.  In
addition, 1996 investing activities were net of $6.6 million of
proceeds from the sale of radio stations and 1994 investing
activities were net of $3.2 million of payments received on notes
and from the sale of assets.

Cash flows provided by financing activities were $905.1 million,
$24.2 million and $0.7 million for 1996, 1995 and 1994,
respectively.  Cash flows provided by financing activities in
1996 resulted primarily from: (i) the $115.2 million issuance of
Liquid Yield Option Notes; (ii) the $100.0 million issuance of 10
1/8% Senior Subordinated Notes; (iii) the $170.0 million issuance
of 9 3/4% Senior Subordinated Notes; (iv) net proceeds of $316.7
million from the issuance of common stock; and (v) borrowings,
net of repayments, of $354.5 million under the Bank Credit
Facilities.  These proceeds were partially offset by the payment
of $27.4 million in financing costs and the $123.1 million payoff
of the Citicasters 9 3/4% Senior Subordinated Notes.  Cash flows
provided by financing activities in 1995 resulted primarily from
the $45.5 million in borrowings under the 1993 Credit Agreement,
together with $0.8 million in proceeds received from the issuance
of common stock to the Company's employee stock purchase plan and
upon the exercise of outstanding stock options net of the $21.7
million used to repurchase common stock.  Cash flows from
financing activities in 1994 resulted primarily from the proceeds
received from the issuance of common stock upon the exercise of
outstanding stock options.

          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                




CASH FLOWS, Continued

The foregoing discussion sets forth forward looking statements
within the meaning of Section 27A of the Securities Act of 1933.
Such statements are subject to a number of risks and
uncertainties.  Actual results in the future could differ
materially from those described in the forward looking
statements.  Factors that could cause actual results to differ
materially include, but are not limited to, the ability to
consummate the pending acquisitions, interest rates, competition
and the economy and industry conditions in general.





Item 8.  Financial Statements and Supplementary Data

                                                               Page

Report of Independent Accountants                               47

Consolidated Balance Sheets:  December 31, 1996 and 1995        48

Consolidated Statements of Operations:
  Years ended December 31, 1996, 1995 and 1994                  49

Consolidated Statements of Shareholders' Equity:
  Years ended December 31, 1996, 1995 and 1994                  50

Consolidated Statements of Cash Flows:
  Years ended December 31, 1996, 1995 and 1994                  51

Notes to Consolidated Financial Statements                      53

Quarterly Financial Data                                        70



                                
                                
                                
                                
                            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






               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,
1996 and 1995, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1996. 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, 1996 and 1995, and the consolidated results of
their operations and their cash flows for each of the three years
in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.





COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
February 27, 1997
<TABLE>

                JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 1996 AND 1995
                       (In thousands, except share data)

<CAPTION>
                                                   1996            1995
<S>                                          <C>              <C>
                     ASSETS
Current assets:
  Cash and cash equivalents                   $    78,137     $     7,437
  Accounts receivable, less allowance for
    doubtful accounts of $3,950 in 1996
    and $1,606 in 1995                             79,502          25,262
  Prepaid expenses and other current assets         8,963           3,916
             Total current assets                 166,602          36,615
Property and equipment, net                       131,488          30,801
Intangible assets, net                          1,290,172         127,158
Other assets                                      116,680          14,265
            Total assets                      $ 1,704,942     $   208,839
                     LIABILITIES
Current liabilities:
  Accounts payable                            $    12,600     $     2,313
  Accrued expenses and other
    current liabilities                            30,774           3,463
  Accrued payroll                                   7,562           3,178
  Accrued federal, state and
    local income tax                                4,596           3,226
          Total current liabilities                55,532          12,180
Long-term debt                                    670,000          45,500
5 1/2% Liquid Yield Option Notes                  118,682            -
Other liabilities                                 108,914           3,469
Deferred tax liability                            264,878           8,617

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:
   31,287,221 in 1996 and 18,157,209 in 1995          313              182
Additional paid-in capital                        432,721          118,248
Common stock warrants                              26,500              388
Unrealized gain on investments                      2,042             -
Retained earnings                                  25,360           20,255

            Total shareholders' equity            486,936          139,073
            Total liabilities and
              shareholders' equity            $ 1,704,942      $   208,839

                   The accompanying notes are an integral
               part of the consolidated financial statements.
</TABLE>

<TABLE>
          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF OPERATIONS
     for the years ended December 31, 1996, 1995 and 1994
            (In thousands, except per share amounts)
                                
<CAPTION>

                                       1996           1995          1994

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

    Broadcast revenue              $  250,461     $  133,103    $  119,635
         Less agency commissions       26,700         14,212        12,625

            Net revenue               223,761        118,891       107,010

    Broadcast operating expenses      151,065         87,290        80,468
    Depreciation and amortization      23,404          9,483         9,698
    Corporate general and
       administrative expenses          7,629          3,501         3,361
    Special bonuses                     2,303           -             -

            Operating income           39,360         18,617        13,483

    Interest expense                  (32,244)        (1,444)         (534)
    Gain on sale of radio stations      2,539           -             -
    Other income, net                   5,716          1,092         1,216

            Income before
              income taxes and
            extraordinary loss         15,371         18,265        14,165

    Income tax expense                 (7,300)        (7,300)       (6,313)

     Income before
       extraordinary loss               8,071         10,965         7,852

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

            Net income             $    5,105     $   10,965    $    7,852

    Net Income Per Common Share:
     Before extraordinary loss      $ 0.30         $ 0.52         $ 0.37
     Extraordinary loss              (0.11)           -              -

            Net income per
              common share           $ 0.19         $ 0.52        $ 0.37

    Number of common shares used
       in per share calculation       26,830         20,913       21,409





            The accompanying notes are an integral
        part of the consolidated financial statements.
</TABLE>

<TABLE>
               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           for the years ended December 31, 1996, 1995 and 1994
                                  (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,
 January 1, 1994  19,500    $ 195    $138,390   $   390     $  -       $ 1,438    $140,413
Exercise of
 stock options        89        1         768       -          -           -           769
Other                  1      -            10       -          -           -            10
Net income           -        -           -         -          -         7,852       7,852
--------------------------------------------------------------------------------------------
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) 
Purchase of
 stock by
 employee stock
 purchase plan        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
Purchase of
 stock by
 employee stock
 purchase plan        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
============================================================================================
          The accompanying notes are an integral part
           of the consolidated financial statements.
</TABLE>

<TABLE>
               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
           for the years ended December 31, 1996, 1995 and 1994
                            (In thousands)

<CAPTION>

                                             1996         1995         1994
<S>                                       <C>         <C>          <C>

Cash flows from operating activities:
  Net income                              $  5,105     $ 10,965     $  7,852
  Adjustments to reconcile net income
    to net cash provided by
    operating activities:
     Depreciation                            7,661        3,251        2,507
     Amortization of intangible assets      15,743        6,232        7,191
     Extraordinary loss                      2,966         -            -
     Non-cash interest expense               4,327         -            -
     Provision for losses on accounts
       and notes receivable                    978        1,137        1,442
     Deferred income tax benefit              (233)        (560)        (355)
     Gain on sale of radio stations         (2,539)        -            -
     Other                                     892          237         (478)
     Changes in operating assets and
       liabilities, net of effects
        of acquisitions and disposals:
         Accounts receivable               (18,626)      (2,344)      (5,766)
         Other current assets               (4,076)       1,029       (2,008)
          Accounts payable                  10,054         (424)         372
         Accrued expenses and other
            liabilities                      2,655        1,102          591

Net cash provided by
  operating activities                      24,907       20,625       11,348



                               (Continued)



                 The accompanying notes are an integral
              part of the consolidated financial statements.
</TABLE>
<TABLE>
               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
           for the years ended December 31, 1996, 1995 and 1994
                            (In thousands)
                               (Continued)
<CAPTION>


                                            1996         1995         1994
<S>                                     <C>           <C>          <C>
Cash flows from investing activities:
  Capital expenditures                  $  (11,852)    $ (4,969)    $ (2,221)
  Cash paid for acquisitions              (826,302)     (34,008)      (4,904)
  Deposits on broadcast stations           (23,608)        -            -
  Purchase of intangible assets               -         (15,536)      (6,262)
  Proceeds from sale of assets               6,595         -           1,919
  Loans originated and other                (4,097)      (9,827)      (2,182)
Net cash used by investing
    activities                            (859,264)     (64,340)     (13,650)


Cash flows from financing activities:
  Proceeds from issuance of long-term
    debt                                   973,000       45,500          -
  Proceeds from the issuance of LYONs      115,172         -             -
  Purchase of common stock                    -         (21,694)         -
  Proceeds from issuance of common stock   316,726          758          779
  Repayment of long-term debt             (471,600)        -             -
  Payment of financing costs               (27,435)        -             -
  Other                                       (806)        (387)        (120)

Net cash provided by
    financing activities                   905,057       24,177          659

Net increase (decrease) in cash
  and cash equivalents                      70,700      (19,538)      (1,643)
Cash and cash equivalents at
  beginning of year                          7,437       26,975       28,618

Cash and cash equivalents at
  end of year                           $   78,137    $   7,437     $ 26,975

Supplemental disclosures of cash
flow information:
  Cash paid for:
     Interest                           $    5,300    $   1,400     $    -
     Income taxes                       $    4,992    $   6,662     $  5,545

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






                  The accompanying notes are an integral
              part of the consolidated financial statements.
</TABLE>

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

     Description of Business
     
     As of December 31, 1996 the Company owned and/or
     operated 85 radio stations and one television station
     in 21 broadcast areas throughout the United States.
     
     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.
     
     Barter Transactions
     
     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.
     
         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
            and goodwill                  40 Years
          Other intangibles             5 to 25 Years
     
     Other intangible assets consist primarily of various
     contracts and purchased intellectual property.
     
     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.
     
         JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                              
                              
                              
                              
1.   ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS,
     Continued
     
     
     Marketable Equity Securities
     
     Marketable equity securities are classified as
     available for sale and included in other assets.
     
     
     Per Share Data
     
     Income per share for the three years ended December 31,
     1996 is based on the weighted average number of common
     shares outstanding and gives effect to both dilutive
     stock options and dilutive stock purchase warrants
     during the year.  Fully diluted income per share is not
     presented since it approximates income per share.

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

     Completed Acquisitions
     
     In August 1995, the Company acquired certain operating
     assets of radio stations WDUV-FM and WBRD-AM in Tampa,
     Florida for approximately $14 million in cash.
     
     In 1995, the Company acquired the call letters,
     programming and certain contracts of radio station WOFX-
     FM in Cincinnati, Ohio and then changed the call
     letters of its FM broadcast station WPPT to WOFX.  The
     Company also acquired radio stations WSOL-FM (formerly
     WHJX), WJBT-FM and WZAZ-AM in Jacksonville, Florida.
     The aggregate cash purchase price for these
     acquisitions was approximately $9.75 million.
     
     During 1996, the Company acquired Noble Broadcast
     Group, Inc. ("Noble"), for approximately $152 million
     in cash plus related costs and expenses.  Noble's San
     Diego operations, which provided programming to and
     sold the air time for two radio stations serving San
     Diego (one AM, one FM) were acquired in February 1996.
     Ten radio stations owned by Noble, serving Denver (two
     AM and two FM), St. Louis (one AM, two FM) and Toledo
     (one AM, two FM) were acquired on July 15, 1996.
     
     In September 1996, the Company acquired Citicasters
     Inc. ("Citicasters") for an approximate aggregate value
     of $801.2 million, which included the purchase of all
     outstanding shares of Citicasters common stock, the
     assumption of Citicasters outstanding indebtedness and
     the issuance of warrants to purchase an aggregate of
     4,400,000 shares of common stock.  Each Citicasters
     Warrant is exercisable for .2035247 of a share of the
     Company's common stock at an exercise price of $28.00
     per full share.  Citicasters owned and/or operated 19
     radio stations, located in Atlanta, Phoenix, Tampa,
     Portland, Kansas City, Cincinnati, Sacramento, Columbus
     and two television stations, one located in Tampa and
     one in Cincinnati.
     
     In June 1996, the Company acquired the FCC licenses of
     WCTQ-FM and WAMR-AM in Venice, Florida and certain real
     estate and transmission facilities necessary to operate
     the stations for a purchase price of approximately $4.4
     million in cash.
     
     In August 1996, the Company acquired the FCC licenses
     of WLAP-AM, WMXL-FM and WWYC-FM in Lexington, Kentucky
     and certain real estate and transmission facilities
     necessary to operate the stations for a purchase price
     of approximately $14 million in cash.
     
                              
         JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                              
                              
                              
                              
2.   ACQUISITIONS, Continued

     Completed Acquisitions, Continued
     
     In June 1996, the Company financed the purchase by
     Critical Mass Media, Inc. ("CMM") of a 40% interest in
     a newly formed limited liability company which
     purchased for $540,000 the assets of Duncan American
     Radio, Inc.  CMM is a marketing research and radio
     consulting business which is owned by a limited
     partnership of which the Company is the 5% general
     partner and a corporation wholly owned by the Chief
     Executive Officer of the Company, is the 95% limited
     partner.
     
     In December 1996, the Company exchanged Tampa
     television station, WTSP-TV, acquired by the Company in
     the Citicasters Merger, for six radio stations owned by
     Gannett.  The stations the Company acquired are KIIS-FM
     and KIIS-AM in Los Angeles, KSDO-AM and KKBH-FM in San
     Diego and WAKS-FM and WDAE-AM in Tampa-St. Petersburg.
     
     In December 1996, the Company purchased from Clear
     Channel Radio, Inc. radio stations KTWO-AM, KMGW-FM and
     the Wyoming Radio Network in Casper, Wyoming for a
     purchase price of $1.9 million.
     
     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 1995 and 1996 acquisitions had taken place
     at the beginning of 1995, unaudited pro forma
     consolidated results of operations would have been as
     follows:
     
     
                                        Pro Forma (Unaudited)
                                        Year Ended December 31,
                                        1996              1995
     
     Net revenue                     $ 342,649         $ 314,830
     
     Net loss                           (8,131)           (7,944)
                              
     Net loss per common share          ($0.26)           ($0.25)
                              
         JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                              
                              
                              
                              
2.   ACQUISITIONS, Continued

     Acquisitions pending as of December 31, 1996
     
     In May 1996, Jacor entered into an agreement with
     Enterprise Media of Toledo, L.P. to acquire the FCC
     licenses of WIOT-FM and WCWA-AM in Toledo, Ohio and to
     purchase real estate and transmission facilities
     necessary to operate the stations.  The purchase price
     for the assets is $13.0 million which amount has been
     placed in escrow pending the closing of the
     transaction.
     
     In October 1996, the Company entered into a definitive
     merger agreement with Regent whereby Regent will merge
     with and into the Company.  Regent owned, operated or
     represented 19 radio stations located in Kansas City,
     Salt Lake City, Las Vegas, Louisville and Charleston.
     During February 1997, the Company consummated the
     Regent merger for the approximate aggregate value of
     $185 million, which included (i) the issuance of 3.55
     million shares of Jacor common stock valued at $105.9
     million, (ii) the issuance of warrants to acquire
     500,000 shares of the Company's common stock at $40 per
     share valued at $5 million and (iii) the assumption of
     approximately $6 million of debt and other liabilities
     and $68 million in cash.
     
     Also in October 1996, Jacor entered into a binding
     agreement with Colfax Communications, Inc. ("Colfax")
     to acquire KIDO-AM and KLTB-FM in Boise, Idaho and KARO-
     FM in Caldwell, Idaho for a purchase price of $11.0
     million in cash.  Jacor and Colfax consummated the
     transaction in January 1997.
     
     Additionally in October 1996, Jacor entered into a
     binding agreement with Palmer Broadcasting Limited
     Partnership whereby Jacor would acquire the FCC
     licenses and assets of WHO-AM and KLYF-FM in Des Moines
     and WMT-AM and WMT-FM in Cedar Rapids for a purchase
     price of $52.5 million in cash.  The Company
     consummated this transaction in March 1997.
     
     The Company also has acquisitions pending in the
     following broadcast areas: (i) Sarasota, Florida, (ii)
     San Diego, California, (iii) Circleville, Marysville
     and Lima, Ohio, (iv) Lexington and Louisville,
     Kentucky, (v) Ft. Collins and Greely, Colorado, (vi)
     Rochester, New York, (vii) Santa Barbara, California,
     and (viii) Portland, Oregon.  The net cash to be paid
     for the acquisitions pending as of December 31, 1996
     after giving effect to escrow deposits of $33.3
     million, totals approximately $230 million.
     
         JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                              
                              
     
     

3.   PROPERTY AND EQUIPMENT

     Property and equipment at December 31, 1996 and 1995
     consist of the following (in thousands):
     
                                              1996      1995
     
          Land and land improvements       $ 14,269    $  2,575
          Buildings                          20,249       2,585
          Equipment                          97,491      26,674
          Furniture and fixtures              7,524       3,505
          Leasehold improvements              5,872       3,185
                                            145,405      38,524
          Less accumulated depreciation     (13,917)     (7,723)
                                            $131,488    $30,801
     
     
4.   INTANGIBLE ASSETS

     Intangible assets at December 31, 1996 and 1995 consist
     of the following (in thousands):
     
                                             1996           1995
     
          Broadcasting licenses and
            goodwill                      $1,277,364     $120,948
          Other intangible assets             47,962       27,489
                                           1,325,326      148,437
          Less accumulated amortization      (35,154)     (21,279)
                                           $1,290,172    $127,158
     



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



5.   OTHER ASSETS

     The Company's other assets at December 31, 1996 and
     December 31, 1995 consist of the following (in
     thousands):
     
                                   December 31,   December 31,
                                       1996          1995
     
     News Corp Warrants             $ 39,800      $    -
     Acquisition escrows              30,804           -
     Marketable securities            13,965           -
     Other                            32,111        14,265
                                    $116,680      $ 14,265
     
     
     The News Corp Warrants were included in the Citicasters
     acquisition.  The Company sold the News Corp Warrants
     in February 1997 for $44.5 million in cash and will
     record a pretax gain of $4.7 million in the first
     quarter of 1997.
     
     
         JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                              
                              
                              
                              
6.   LONG-TERM DEBT

     The Company's debt obligations at December 31, 1996 and
     1995 consist of the following (in thousands):
     
                                           1996           1995
     
     Credit facility borrowings........   $400,000     $ 45,500
     10 1/8% Senior Subordinated Notes,
        due 2006.......................    100,000         -
     9 3/4% Notes, due 2006............    170,000         -
                                          $670,000     $ 45,500
     
     
     
     New Credit Facility
     
     In June 1996, the Company entered into a new credit
     facility (the "Credit Facility").  The Credit Facility
     is with a syndicate of banks and other financial
     institutions.  In February 1997, the Credit Facility
     was amended and restated to expand the availability to
     $750 million of loans in three components: (i) a
     revolving credit facility of up to $450 million with a
     mandatory commitment reduction of $27.5 million on June
     12, 1999 continuing semi-annually through June 2002,
     and a final maturity date of June 12, 2003; (ii) a term
     loan of up to $200 million with a scheduled reduction
     of $8.5 million on December 12, 1997 with increasing
     semi-annual reductions thereafter and a final maturity
     date of June 12, 2003; and (iii) a term loan of up to
     $100 million with a scheduled reduction of $.5 million
     on December 12, 1998 with increasing semi-annual
     reductions thereafter and a final maturity date of June
     12, 2004.
     
     Borrowings under the Credit Facility bear interest at
     rates that fluctuate with a bank base rate and/or the
     Eurodollar rate.  The weighted average interest rate at
     December 31, 1996 was 7.83%.
     
     Loans under the Credit Facility are guaranteed by the
     Company and each of the Company's direct and indirect
     subsidiaries.  The Company's obligations with respect
     to the Credit Facility and each guarantor's obligations
     with respect to the related guaranty is collateralized
     by substantially all of their respective assets, and,
     in the case of the Company's subsidiaries, capital
     stock.
     
         JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                              
                              
                              
6.   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) make capital expenditures; (viii) enter
     into leases; (ix) engage in certain transactions with
     affiliates; and (x) make restricted junior payments.
     The Credit Facility also requires satisfaction of
     certain financial performance criteria (including a
     consolidated interest coverage ratio, a leverage-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,
     and with 50% of the Company's Consolidated Excess Cash
     Flow (as defined in the Credit Facility).
     
     During 1996 the Company recognized an extraordinary
     loss of approximately $3 million related to the write
     off of debt financing costs.  Also, in the first
     quarter of 1997, the Company recognized an
     extraordinary loss of approximately $5.8 million
     related to the write off of debt financing costs.
     
     10 1/8% Senior Subordinated Notes Due 2006
     
     In June 1996, the Company completed an offering of $100
     million of its 10 1/8% Senior Subordinated Notes (the
     "Notes").  The Notes will mature on June 15, 2006.
     Interest on the Notes is payable semi-annually on June
     15 and December 15 of each year, commencing December
     15, 1996.  The 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, 1996 the market value of the Notes
     exceeded carrying value by approximately $3 million.
     
     9 3/4% Notes Due 2006
     
     In December 1996, the Company completed an offering of
     $170 million of its 9 3/4% Notes (the "9 3/4% Notes").
     The 9 3/4% Notes will mature on December 15, 2006.
     Interest on the 9 3/4% Notes is payable semi-annually
     on June 15 and December 15 of each year, commencing on
     June 15, 1997.  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, 1996, the market value
     of the 9 3/4% Notes exceeded carrying value by
     approximately $3.4 million.
     
         JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                              
                              
                              
6.   LONG-TERM DEBT, Continued
     
     The Notes and the 9 3/4% Notes were issued by JCAC,
     Inc., a wholly owned subsidiary formed for the purpose
     of completing the merger of Citicasters Inc., the predecessor
     to Jacor Communications Company ("JCC"), and are jointly and
     severally, fully and unconditionally guaranteed on a
     senior subordinated basis by Jacor and substantially
     all subsidiaries of Jacor (the "Subsidiary
     Guarantors").  JCC (the successor to JCAC, Inc.) 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.
     
     In addition, Jacor and JCC have a pending registration
     statement on Form S-3 (File No. 333-19291) for up to
     $250 million of debt securities that would be jointly
     and severally, fully and unconditionally guaranteed on
     a senior subordinated basis by Jacor and each of the
     Subsidiary Guarantors if such debt securities are
     issued by JCC and by JCC and each of the Subsidiary
     Guarantors if such debt securities are issued by Jacor.
     
     Summarized financial information with respect to Jacor
     and with respect to the Subsidiary Guarantors on a
     combined basis as of December 31, 1996 and 1995 and for
     each of the three years in the period ended December
     31, 1996; and with respect to JCC as of December 31,
     1996 and for the period from June 6, 1996 to December 31,
     1996 is as follows:
     
<TABLE>
<CAPTION>
                                                                    Combined
                                Jacor                JCC       Subsidiary Guarantors
                        1996     1995     1994      1996       1996     1995     1994
<S>                  <C>      <C>      <C>        <C>      <C>       <C>       <C>
Operating Statement
Data (in thousands):

Net revenue              -        -        -          -     $ 223,761 $118,891 $107,010
Equity in earnings
  of subsidiaries     $10,237  $10,965  $ 7,852    $11,864       -        -        -
Operating income          305   10,965    7,852     11,864     49,292   18,617   13,483
Income before
  extraordinary items   5,105   10,965    7,852     13,203     11,864   18,617   13,483
Net income              5,105   10,965    7,852     10,237     11,864   10,965    7,852

Balance Sheet Data
(in thousands):

Current assets       $  1,538 $  6,802          $   75,626 $  166,602 $ 36,615
Non-current assets    722,918  186,589           1,264,081  1,538,340  172,224
Current liabilities    16,253      160               9,975     55,532   12,180
Non-current
  liabilities         221,267   54,158           1,056,348  1,162,474   57,586
Shareholders equity   486,936  139,073             273,384    486,936  139,073

</TABLE>

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

7.   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, 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, 1996 the market value of the LYONs was
     less than the carrying value by approximately $3
     million.
     

8.   CAPITAL STOCK

     Warrants
     
     In connection with a Stock Offering during 1996, 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.
     
     
         JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




9.   STOCK BASED COMPENSATION PLANS

     In October 1995, the Financial Accounting Standards
     Board issued Statement of Financial Accounting
     Standards No. 123 "Accounting for Stock-Based
     Compensation" ("SFAS 123").  The Company has elected
     not to adopt the cost recognition provisions of SFAS
     123 as permitted by the statement.  The Company
     continues to apply APB Opinion No. 25 in accounting for
     its stock based compensation plans.
     
     1993 Stock Option Plan
     
     Under the Company's 1993 stock option 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 plan permits the granting of
     non-qualified stock options as well as incentive stock
     options.  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.  Information
     pertaining to the plan for the years ended December 31,
     1994, 1995 and 1996 is as follows:
     
                                         Number of  Weighted Average
                                          Shares     Exercise Price
1994:
     Outstanding at beginning of year..  1,405,620      $ 6.06    
     Granted...........................     35,000      $14.22 
     Exercised.........................    (89,310)     $ 5.81
     Outstanding at end of year........  1,351,310      $ 6.16  
     Exercisable at end of year........    766,170      $ 5.90   
     Available for grant at end of year     87,618

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


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




9.   STOCK BASED COMPENSATION PLANS, Continued

     The fair value of each stock option granted is
     estimated on the date of grant using the Black-Scholes
     option-pricing model with the following assumptions for
     grants in 1995 and 1996, respectively: risk-free
     interest rates are different for each grant and range
     from 5.24% to 6.45%; the expected lives of options are
     5 years; and volatility of 35.1% for all grants.  A
     summary of the fair value of options granted in 1996
     and 1995 follows:
      
                                               1996      1995
     
     Weighted-average fair value of
       options granted at-the-money           $ 9.42      $ 5.70
     Weighted-average fair value of
       options granted at a premium           $ 8.46      $ 5.33
     Weighted-average fair value of all
       options granted during the year        $ 9.07      $ 5.44
     
     
     The following table summarizes information about stock
     options outstanding at December 31, 1996:
<TABLE>
<CAPTION>
                 OPTIONS OUTSTANDING                          OPTIONS EXERCISABLE
                                Weighted    Weighted                     Weighted
  Range of         Number       Average     Average         Number       Average
  Exercise      Outstanding    Remaining    Exercise      Exercisable    Exercise
   Prices       at 12/31/96       Life        Price       at 12/31/96     Price
<S>             <C>            <C>          <C>           <C>            <C>
$5.74 to $6.46     1,182,110       6.16       $ 6.08       1,182,110      $ 6.08

$12.75 to $19.40     305,000       8.34       $14.60         182,500      $13.96

$21.25 to $28.74     569,500       9.76       $23.63         142,390      $23.63

$ 5.74 to $28.74   2,056,610       9.03       $12.27       1,507,000      $ 8.66


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




9.   STOCK BASED COMPENSATION PLANS, Continued
     
     Employee Stock Purchase Plan
     
     Under the 1995 Employee Stock Purchase Plan, the
     Company is authorized to issue up to 200,000 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 percent of the lower
     of its beginning-of-year or end-of-year market price.
     Under the Plan, the Company sold 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 $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 and net income per common
     share for 1996 and 1995 would approximate amounts below
     (in thousands, except per share amounts):
     
                                              1996      1995
     
     Net income:
          As reported                       $ 5,105   $10,965
          Pro forma                           3,826    10,398
     
     Net income per common share:
          As reported                       $  0.19   $  0.52
          Pro forma                         $  0.14   $  0.50
     
     In 1996, the Company recorded compensation expense of
     approximately $1.9 million related to stock units
     issued to 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 following assumptions: risk-free interest
     rate of 5.79%; expected life of 5 years; and volatility
     of 35.1%. The options were 100% vested on the date of
     grant.
     
     

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


10.  INCOME TAXES

     Income tax expense for the years ended December 31,
     1996, 1995 and 1994 is summarized as follows (in
     thousands):

                                Federal      State      Total
     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

     1994:
        Current                $ 5,594      $1,075     $6,669
        Deferred                  (300)        (56)      (356)
                               $ 5,294      $1,019     $6,313


     The provisions for income tax differ from the amount
     computed by applying the statutory federal income tax
     rate due to the following:
                                          1996        1995      1994
     Federal income tax at
       the statutory rate              $ 3,650     $ 6,393    $ 4,958
     Amortization not deductible         1,262         606        606
     State income taxes, net of any
       current federal income tax
       benefit                             620         780        662
     Other                                (209)       (479)        87          
                                       $ 5,323     $ 7,300    $ 6,313

     The tax effects of the significant temporary
     differences which comprise the deferred tax liability
     at December 31, 1996, 1995 and 1994 are as follows:

                                 1996         1995        1994
     Deferred tax assets:
       Accrued expenses        $ (9,290)     $(1,992)   $(2,184)
       Reserve for pending sale
         of assets               (1,814)
       Net operating loss
        carryforwards           (12,000)
       Other                     (2,098)        (142)     1,160
                                (25,202)      (2,134)    (1,024)
     Deferred tax liabilities:
       Property and equipment    32,427       12,208     11,062
       Intangibles              257,653       (1,457)      (861)
                                290,080       10,751     10,201

          Net Liability        $264,878      $ 8,617   $  9,177


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





11.  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, 1996 are payable as follows (in
     thousands):
     
                    1997      $ 9,367
                    1998        8,830
                    1999        8,965
                    2000        3,912
                    2001        3,238
                    Thereafter  9,912
                              $44,224
     
     Rental expense was approximately $3,996, $3,471 and
     $3,336 for the years ended December 31, 1996, 1995 and
     1994, 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.
     
     
12.  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, subject to a
     maximum contribution by the Company of between 1 1/2%
     to 3% of such employee's annual compensation up to
     $150,000 of such compensation.  Total expense related
     to this plan was $756,618, $334,253 and $289,487 in
     1996, 1995 and 1994, respectively.
     

13.  RECENTLY ISSUED ACCOUNTING STANDARDS

     In March 1997, the Financial Accounting Standards Board
     issued Statement of Financial Accounting Standards No.
     128, "Earnings Per Share".  The Company will implement
     the Statement in the fourth quarter 1997, the effect of
     which has not yet been determined.
     
     


Supplementary Data

Quarterly Financial Data
for the years ended December 31, 1996 and 1995 (Unaudited)

<TABLE>
<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
Net income per
   common share: (1)
 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)
   Net income per
     common share           0.04        0.17         0.00        0.01       0.19


1995
Net revenue             $  24,016  $  30,866   $  32,294    $  31,715   $ 118,891
Operating income            1,061      5,628       5,899        6,029      18,617
Net income                    751      3,529       3,488        3,197      10,965
Net income per
   common share (1)         0.04       0.17        0.17         0.16        0.52


</TABLE>

[FN]

NOTE:

   (1)    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.




          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES





                            PART IV




Item 14.  Exhibits, Financial Statement Schedules and
Reports on Form 8-K

     (a) List of Documents filed as part of this Report:

          (1) Financial Statements
               The financial statements of Registrant as set
               forth under Item 8 of this Report on Form 10-K


          (2)  Exhibits

                 See Exhibit Index


     (b) Reports on Form 8-K:

                           During   the  fourth  quarter  of  1996   to
          date,   the  Company  has  also  filed  additional  Form   8-
          Ks    on    the    following   dates:   October    3,    1996
          (relating    to   the   consummation   of   the   Citicasters
          Merger),    October    11,    1996    (relating    to     the
          execution    of    the   definitive   agreement    for    the
          Gannett   Exchange),  October  23,  1996,   as   amended   on
          December   20,   1996   and  March  7,  1997   (relating   to
          the    execution    and   completion   of   the    definitive
          agreement   for   the  Regent  Merger),  November   6,   1996
          (relating    to    various    other   pending    acquisitions
          announced    by    the   Company   during   October    1996),
          December   12,   1996   (relating  to   the   completion   of
          the    Gannett   Exchange),   January   9,   1997   (relating
          to   the   execution   of   the  definitive   agreements   to
          dispose    of    WKRQ-FM   in   Cincinnati),   January    24,
          1997      (relating     to     various     other      pending
          acquisitions   announced   by   the   Company   in   January,
          1997),   and  March  21,  1997,  as  amended  on  March   26,
          1997   (relating   to   the   execution   of   a   definitive
          agreement   to   acquire   EFM   Media   Management,    Inc.,
          EFM Publishing, Inc. and Pam Media, Inc.)
          
          JACOR COMMUNICATIONS, INC, AND SUBSIDIARIES




                          SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                  JACOR COMMUNICATIONS, INC.
                                         (The Company)




Date  March 24, 1997         By      R. Christopher Weber
                                     R. Christopher Weber,
                                    Senior Vice President and
                                    Chief Financial Officer


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 Company and in the capacities and
on the dates indicated.





Date  March 24, 1997                       Randy Michaels
                                           Randy Michaels,
                                      Chief Executive Officer, Director
                                        (Principal Executive Officer)






Date  March 24, 1997                    Robert L. Lawrence
                                        Robert L. Lawrence,
                                       President and Director






Date  March 24, 1997                    Sheli Z. Rosenberg
                                        Sheli Z. Rosenberg,
                                      Board Chair and Director


          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES


                     SIGNATURES, Continued





Date  March 24, 1997                     John W. Alexander
                                         John W. Alexander,
                                              Director





Date  March 24, 1997                    Rod F. Dammeyer
                                        Rod F. Dammeyer,
                                            Director





Date  March 24, 1997                      F. Philip Handy
                                          F. Philip Handy,
                                             Director





Date  March 24, 1997                        Marc Lasry
                                            Marc Lasry,
                                             Director





Date  March 24, 1997                    R. Christopher Weber
                                        R. Christopher Weber
                                      Senior Vice President and
                                      Chief Financial Officer
                                      (Principal Financial and
                                        Accounting Officer)

                      INDEX TO EXHIBITS

Exhibit                  Description of Exhibit                  Sequen-
 Number                                                           tially
                                                                 Numbered
                                                                   Page
                                                                          
     2.1 Agreement  and Plan of Merger dated as of  October  8,           
         1996   ("Regent   Merger  Agreement")  between   Jacor          *
         Communications,    Inc.    ("Jacor")    and     Regent           
         Communications, Inc. (omitting schedules and  exhibits
         not  deemed  material). Incorporated by  reference  to
         Exhibit  2.1  to Jacor's Current Report  on  Form  8-K
         dated October 23, 1996, as amended.
         
     2.2 Form  of  Warrant Agreement between Jacor and  KeyCorp          *
         Shareholder Services, Inc., as warrant agent (included
         as Exhibit B to Regent Merger Agreement). Incorporated
         by  reference to Exhibit 2.2 to Jacor's Current Report
         on Form 8-K dated October 23, 1996, as amended.
         
     2.3 Registration Rights Agreement dated as of  October  8,          *
         1996 among Jacor and the parties listed in Schedule  I
         thereto  (included  as  Exhibit  I  to  Regent  Merger
         Agreement).  Incorporated by reference to Exhibit  2.4
         to   Jacor's   Current  Report  on  Form   8-K   dated
         October 23,1996, as amended.
         
     2.4 Agreement and Plan of Merger dated February  12,  1996          *
         among  Citicasters  Inc.  ("Citicasters"),  Jacor  and
         JCAC, Inc. Incorporated by reference to Exhibit 2.1 to
         Jacor's Current Report on Form 8-K dated February  27,
         1996, as amended.
         
     2.5 Warrant  Agreement  dated as  of  September  18,  1996          *
         between Jacor and KeyCorp Shareholder Services,  Inc.,
         as   warrant  agent.  Incorporated  by  reference   to
         Exhibit  4.1  to Jacor's Current Report  on  Form  8-K
         dated October 3, 1996.
         
     2.6 Supplemental Agreement dated as of September 18,  1996          *
         between Jacor and KeyCorp Shareholder Services,  Inc.,
         as   warrant  agent.  Incorporated  by  reference   to
         Exhibit  4.2  of Jacor's Current Report  on  Form  8-K
         dated October 3, 1996.
         
     2.7 Registration  Rights Agreement dated as of  August  5,          *
         1996 among Jacor, JCAC, Inc., Great American Insurance
         Company,   American  Financial  Corporation,  American
         Financial  Enterprises, Inc.,  Carl  H.  Lindner,  The
         Carl  H.  Lindner  Foundation, and S.  Craig  Lindner.
         Incorporated by reference to Exhibit 2.22  to  Jacor's
         Post-Effective Amendment No. 1 on Form S-3 to Form S-4
         (File No. 333-6639).
         

     2.8 Stock  Purchase and Stock Warrant Redemption Agreement          *
         dated  as of February 20, 1996 among Jacor, Prudential
         Venture  Partners  II, L.P., Northeast  Ventures,  II,
         John  T.  Lynch,  Frank  A.  DeFrancesco,  Thomas   R.
         Jiminez,   William  R.  Arbenz,  CIHC,   Incorporated,
         Bankers  Life Holding Corporation and Noble  Broadcast
         Group,  Inc. ("Noble") (omitting exhibits  not  deemed
         material  or  filed  separately  in  executed   form).
         Incorporated  by reference to Exhibit 2.1  to  Jacor's
         Current  Report on Form 8-K dated March  6,  1996,  as
         amended.
         
     2.9 Investment  Agreement dated as of February  20,  1996,          *
         among  Jacor,  Noble  and  the  Class  B  Stockholders
         (omitting  exhibits not deemed material). Incorporated
         by  reference to Exhibit 2.2 to Jacor's Current Report
         on Form 8-K dated March 6, 1996, as amended.
         
    2.10 Asset  Exchange  Agreement dated as of  September  26,          *
         1996  between Citicasters Co. and Pacific and Southern
         Company,  Inc.  (omitting schedules and  exhibits  not
         deemed   material).  Incorporated  by   reference   to
         Exhibit  2.1  to Jacor's Current Report  on  Form  8-K
         dated October 11, 1996.
         
     3.1 Articles  of  Incorporation of Jacor. Incorporated  by          *
         reference  to  Exhibit  5 to Jacor's  Form  8-A  dated
         February 13, 1997.
         
     3.2 Bylaws   of   Jacor.  Incorporated  by  reference   to          *
         Exhibit 6 to Jacor's Form 8-A dated February 13, 1997.
         
     4.1 Indenture dated as of December 17, 1996 between  Jacor          *
         Communications  Company ("JCC") and The  Bank  of  New
         York  for  JCC's 9 3 4% Senior Subordinated Notes  due
         2006  and  Jacor's Guaranty thereof.  Incorporated  by
         reference  to  Exhibit  4.11  to  Jacor's   Form   S-3
         Registration Statement (File No. 333-19291).
         
     4.2 Indenture dated as of June 12, 1996 between Jacor  and          *
         The  Bank of New York for Jacor's Liquid Yield  Option
         Notes   Due   2011.  Incorporated  by   reference   to
         Exhibit   4.23   to  Jacor's  Form  S-4   Registration
         Statement (File No. 333-6639).
         
     4.3 Indenture dated as of June 12, 1996 among Jacor, JCAC,          *
         Inc. and First Trust of Illinois, National Association
         for JCAC, Inc.'s 10 1 8% Senior Subordinated Notes due
         2006  and  Jacor's Guaranty thereof.  Incorporated  by
         reference  to  Exhibit  4.24  to  Jacor's   Form   S-4
         Registration Statement (File No. 333-6639).
         
     4.4 Credit  Agreement dated as of June 12,  1996  ("Credit          *
         Agreement") by and among JCAC, Inc., the Lenders named
         therein    (the   "Lenders"),   Chemical   Bank,    as
         Administrative Agent, Banque Paribas, as Documentation
         Agent,  and  Bank of America Illinois, as  Syndication
         Agent.  Incorporated by reference to Exhibit  4.27  to
         Jacor's   Form   S-4  Registration   Statement   (File
         No. 333-6639).
         
     4.5 Security  Agreement dated as of June 12, 1996  by  and          *
         between JCAC, Inc. and Chemical Bank as Administrative
         Agent.  Incorporated by reference to Exhibit  4.28  to
         Jacor's   Form   S-4  Registration   Statement   (File
         No. 333-6639).
         
     4.6 Parent Guaranty dated as of June 12, 1996 by Jacor  in          *
         favor  of Chemical Bank, as Administrative Agent,  for
         the  Lenders and any Interest Rate Hedge Providers (as
         defined  in  the  Credit Agreement).  Incorporated  by
         reference  to  Exhibit  4.29  to  Jacor's   Form   S-4
         Registration Statement (File No. 333-6639).
         
     4.7 Pledge  Agreement dated as of June  12,  1996  by  and          *
         between  Jacor  and  Chemical Bank, as  Administrative
         Agent  for  the  Agents  (as  defined  in  the  Credit
         Agreement),  the Lenders and any Interest  Rate  Hedge
         Providers.  Incorporated by reference to Exhibit  4.30
         to  Jacor's  Form  S-4  Registration  Statement  (File
         No. 333-6639).
         
     4.8 First  Amendment dated as of June 18, 1996  to  Credit          *
         Agreement  dated  as of June 12,  1996  by  and  among
         JCAC,  Inc., the Lenders named therein, Chemical Bank,
         as    Administrative   Agent,   Banque   Paribas,   as
         Documentation Agent, and Bank of America Illinois,  as
         Syndication   Agent.  Incorporated  by  reference   to
         Exhibit 4 to Jacor's Quarterly Report on Form 10-Q for
         the quarter ended June 30, 1996, as amended.
         
     4.9 Second  Amendment dated as of September  18,  1996  to          *
         Credit  Agreement dated as of June  12,  1996  by  and
         among   Citicasters  (as  successor   by   merger   to
         JCAC,  Inc.),  the  Lenders named therein,  The  Chase
         Manhattan  Bank  (as successor by merger  to  Chemical
         Bank),  as  Administrative Agent, Banque  Paribas,  as
         Documentation Agent, and Bank of America Illinois,  as
         Syndication  Agent  (omitting  exhibits   not   deemed
         material). Incorporated by reference to Exhibit 4.1 to
         Jacor's  Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1996, as amended.
         
    4.10 Third  Amendment dated as of October 8, 1996 to Credit          *
         Agreement  dated  as of June 12,  1996  by  and  among
         Citicasters  (as successor by merger to  JCAC,  Inc.),
         the  Lenders  named therein, The Chase Manhattan  Bank
         (as   successor  by  merger  to  Chemical  Bank),   as
         Administrative Agent, Banque Paribas, as Documentation
         Agent,  and  Bank of America Illinois, as  Syndication
         Agent   (omitting   exhibits  not  deemed   material).
         Incorporated  by reference to Exhibit 4.2  to  Jacor's
         Quarterly  Report on Form 10-Q for the  quarter  ended
         September 30, 1996, as amended.
         
 4.11(#) Stock  Option  Agreement dated as  of  June  23,  1993          *
         between  Jacor  and  Rod F. Dammeyer  covering  10,000
         shares  of  Jacor's common stock. (1) Incorporated  by
         reference  to Exhibit 4.3 to Jacor's Quarterly  Report
         on Form 10-Q dated August 13, 1993.
         
 4.12(#) Stock  Option Agreement dated as of December 15,  1994          *
         between  Jacor  and  Rod  F. Dammeyer  covering  5,000
         shares  of  Jacor's common stock. (2) Incorporated  by
         reference to Exhibit 4.23 to Jacor's Quarterly  Report
         on Form 10-Q dated August 13,1993.
         
 10.1(+) Employment  Agreement dated February 20, 1996  by  and          *
         between Noble Broadcast Group, Inc. and John T. Lynch,
         as  assumed by the Registrant effective July 15, 1996.
         Incorporated by reference to Exhibit 10.1  to  Jacor's
         Quarterly  Report  on  Form 10-Q  dated  November  14,
         1996,as amended.*
         
 10.2(+) Employment  Agreement dated February 20, 1996  by  and          *
         between  Noble  Broadcast Group,  Inc.  and  Frank  A.
         DeFrancesco, assumed by the Registrant effective  July
         15,  1996.  Incorporated by reference to Exhibit  10.2
         to   Jacor's  Quarterly  Report  on  Form  10-Q  dated
         November 14, 1996, as amended.*
         
 10.3(+) Jacor  Communications, Inc. 1993  Stock  Option  Plan.          *
         Incorporated  by reference to Exhibit  99  to  Jacor's
         Quarterly Report on Form 10-Q dated August 13, 1993.*
         
 10.4(+) Jacor   Communications,  Inc.  1995   Employee   Stock          *
         Purchase  Plan.  Incorporated by reference to  Exhibit
         4.01  to  Jacor's Registration Statement on Form  S-8,
         filed on November 9, 1994.*
         
 10.5(+) Jacor  Communications, Inc. Executive Stock Unit  Plan           
         effective as of November 7, 1996.                              78
                                                                          
 10.6(+) Jacor Communications, Inc. 1996 Non-Employee Directors           
         Stock Units.                                                   87
                                                                          
      11 Statement re: computation of per share earnings.               88
                                                                          
      21 Subsidiaries of Registrant.                                    89
                                                                          
    23.1 Consent of Independent Accountants.                            91
                                                                          
                                                                          
                                                                          
                                                                          
                                               
                                                                          
                                                                          
                                                                          
                                                               
                                                                          

__________________

(*) Incorporated by reference as indicated.

(+) Management Contracts and Compensatory Arrangements.

(1) Identical documents were entered into with John W.
    Alexander, F. Philip Handy and Marc Lasry.

(2) Identical documents were entered into with John W.
    Alexander,  F.  Philip Handy, Marc Lasry  and  Sheli  Z.
    Rosenberg.   An additional grant of 5,000 stock  options
    was  made  to each of these five individuals in February
    1996 pursuant to substantially identical documents.


                              
                              
                        EXHIBIT 10.5
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                 JACOR COMMUNICATIONS, INC.
                              
                              
                  EXECUTIVE STOCK UNIT PLAN


                 JACOR COMMUNICATIONS, INC.
                  EXECUTIVE STOCK UNIT PLAN

                              
      ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION

      1.1.  Establishment of the Plan. Jacor Communications,
Inc.,  a Delaware corporation ("Jacor"), hereby establishes,
effective November 7, 1996, a stock compensation plan  known
as  the  "Executive  Stock Unit Plan"  (the  "Plan"),  which
permits  the  grant of Stock Units to Key Employees  of  the
Company. The Plan was approved by the Board of Directors  of
Jacor on November 7, 1996.

      1.2. Purpose of the Plan.  The purpose of the Plan  is
to  promote  the success of the Company and its Subsidiaries
by  providing  stock-based incentives to Key Employees  that
will   link   their  personal  interests  to  the  long-term
financial success of the Company and its Subsidiaries and to
growth  in  shareholder  value.  The  Plan  is  designed  to
provide  flexibility  to  the  Company  in  its  ability  to
motivate and retain the services of Key Employees upon whose
judgment,   interest,  and  special  effort  the  successful
conduct of its operations is largely dependent.

      1.3.  Duration  of  the Plan.  The Plan  commences  on
November  7, 1996, as described in Section 1.1 herein.   The
Plan  shall  remain in effect, subject to the right  of  the
Board  of  Directors  to terminate  the  Plan  at  any  time
pursuant to Article 8 herein, until all Shares subject to it
shall  have  been  purchased or acquired  according  to  the
provisions herein.

          ARTICLE 2.  DEFINITIONS AND CONSTRUCTION
                              
      2.1.  Definitions.  Whenever used  in  the  Plan,  the
following terms shall have the meanings set forth below and,
when the meaning is intended, the initial letter of the word
is capitalized:

     (a)  "Award"  means,  individually or  collectively,  a
          grant under this Plan of Stock Units.

     (b)  "Beneficial Owner" shall have the meaning ascribed
          to  such  term in Rule 13d-3 of the General  Rules
          and Regulations under the Exchange Act.

     (c)  "Board" or "Board of Directors" means the Board of
          Directors of the Company.
     
     (d)   "Change  in  Control" shall be  deemed  to  have
          occurred  at such time as (i) any person  (as  the
          term  "person"  is  used in  Section  13(d)(3)  or
          Section  14(d)(2) of the Exchange Act) other  than
          Zell/Chilmark Fund L.P., Jacor, any subsidiary  of
          Jacor,  or  any  employee benefit plan  of  either
          Jacor or any Subsidiary of Jacor, files a Schedule
          13D or 14D-1 under the Securities Exchange Act  of
          1934  (or any successor schedule, form or  report)
          disclosing   that  such  person  has  become   the
          beneficial  owner  of 50% or more  of  the  Common
          Stock  or other capital stock of Jacor into  which
          such Common Stock is reclassified or changed, with
          certain   exceptions,  or  (ii)  there  shall   be
          consummated   any  consolidation  or   merger   of
          Jacor (a) into which Jacor is not the continuing or
          surviving corporation or (b) pursuant to which the
          Common   Stock  would  be  converted  into   cash,
          securities  or  other  property,  in  each   case,
          whether than a consolidation or merger of Jacor in
          which the holders of Common Sock immediately prior
          to  the  consolidation or merger own, directly  or
          indirectly, at least a majority of Common Stock of
          the    continuing    or   surviving    corporation
          immediately after the consolidation or merger.

     (e)  "Code" means the Internal Revenue Code of 1986, as
          amended from time to time.

     (f) "Company" means Jacor, or any successor thereto as
          provided in Article 15 herein.

     (g) "Fair  Market  Value" means  the  average  of  the
          highest price and lowest price at which the Common
          Stock  was traded on the relevant date, or on  the
          most  recent  date on which the Stock  was  traded
          prior  to  such  date, as reported on  the  Nasdaq
          National  Market or any stock exchange  which  may
          then  constitute the primary public trading market
          for the Common Stock.

      (h) "Key Employee" means an employee of the Company or
          any of its Subsidiaries, including an employee who
          is  an officer or a director of the Company or any
          of  its  Subsidiaries, who, in the opinion of  the
          Board,  can contribute significantly to the growth
          and   profitability  of  the   Company   and   its
          Subsidiaries.  The granting of an Award under this
          Plan  shall be deemed a determination by the Board
          that  such  employee is a Key Employee, but  shall
          not create a right to remain a Key Employee.
     
      (i) "Participant" means a Key Employee who has  been
          granted an Award under the Plan.

     (j)  "Stock Unit" means a derivative interest in Common
          Stock of the Company which may be converted on the
          date  of grant into cash, or which may be credited
          to  a  bookkeeping account and then paid out on  a
          one-for-one basis into Common Stock of the Company
          upon the occurrence of certain Trigger Events  (as
          defined herein).

      (k) "Subsidiary" shall mean any corporation  of  which
          more  than 50% (by number of votes) of the  Voting
          Stock  at  the time outstanding is owned, directly
          or indirectly, by the Company.

     (l)  "Common Stock" or "Shares" means the common stock,
          $.01 par value, of the Company.

     (m)  "Voting Stock" shall mean securities of any  class
          or  classes of stock of a corporation, the holders
          of   which  are  ordinarily,  in  the  absence  of
          contingencies, entitled to elect a majority of the
          corporate directors.

       2.2.  Gender  and  Number.   Except  where  otherwise
indicated  by  the context, any masculine term  used  herein
also  shall  include the feminine, the plural shall  include
the singular, and the singular shall include the plural.

      2.3. Severability.  In the event any provision of  the
Plan  shall  be held illegal or invalid for any reason,  the
illegality  or  invalidity shall not  affect  the  remaining
parts  of  the  Plan, and the Plan shall  be  construed  and
enforced as if the illegal or invalid provision had not been
included.

                 ARTICLE 3.  ADMINISTRATION
                              
      3.1.  Authority of the Board of Directors.   The  Plan
shall  be  administered by the Board  of  Directors  of  the
Company  or,  if designated by the Board, by  any  committee
comprised  solely of two or more non-employee directors  (as
defined in Rule 16b-3 under the Securities Exchange  Act  of
1934) (the "Board").  Subject to the provisions of the Plan,
the  Board  shall have full power to construe and  interpret
the Plan; to establish, amend or waive rules and regulations
for  its  administration; to grant Awards on such terms  and
conditions  as  the Board deems appropriate,  including  any
vesting  provisions and the determination of the cash  value
of  each  Stock  Unit  as  of the  date  of  the  grant;  to
accelerate the vesting of any Award; and to amend the  terms
and  conditions of any outstanding Award to the extent  such
terms  and conditions are within the discretion of the Board
as provided in the Plan. Also notwithstanding the foregoing,
no  action of the Board (other than pursuant to Section  4.3
hereof  or  Section 6.5 hereof) may, without the consent  of
the  person  or persons entitled to receive payment  of  any
other outstanding Award, adversely affect the rights of such
person or persons.

      3.2. Selection of Participants.  The Board shall  have
the  authority to grant Awards under the Plan, from time  to
time, to such Key Employees as may be selected by it.

       3.3.  Decisions  Binding.   All  determinations   and
decisions  made by the Board pursuant to the  provisions  of
the  Plan and all related orders or resolutions of the Board
shall  be  final,  conclusive and binding  on  all  persons,
including   the   Company   and   its   Subsidiaries,    its
stockholders, employees, and Participants and their  estates
and  beneficiaries,  and such determinations  and  decisions
shall not be reviewable.

     3.4. Delegation of Certain Responsibilities.  The Board
may,  in  its  sole discretion, delegate to  an  officer  or
officers of the Company the administration of the Plan under
this  Article 3; provided, however, that the Board  may  not
delegate  its  authority  to correct  errors,  omissions  or
inconsistencies in the Plan.  All authority delegated by the
Board   under  this  Section  3.4  shall  be  exercised   in
accordance  with  the  provisions  of  the  Plan   and   any
guidelines for the exercise of such authority that may  from
time to time be established by the Board.

      3.5.  Rule  16b-3 Requirements.   Notwithstanding  any
other  provision  of  the Plan, the Board  may  impose  such
conditions on any Award (including, without limitation,  the
right  of  the  Board  or the Board to  limit  the  time  of
exercise to specified periods) as may be required to satisfy
the  requirements  of  Rule 16b-3 (or any  successor  rule),
under  the  Securities  and  Exchange  Act  of  1934  ("Rule
16b-3").
           ARTICLE 4.  COMMON STOCK SUBJECT TO THE PLAN
                              
      4.1. Issuance of Shares.  Common Stock delivered under
the  Plan  may consist, in whole or in part,  of  authorized
and  unissued Shares or treasury Shares.  The award of Stock
Units  shall  not  be deemed to constitute  an  issuance  of
Common Stock under the Plan unless payment is made in Common
Stock,  in which case only the number of Shares to be issued
in  payment  of  such Stock Unit Award shall  constitute  an
issuance of Common Stock under the Plan.  In the event  that
a  Participant's elections with respect to  the  Stock  Unit
Awards,  in  the aggregate, would result in the issuance  of
such  number of shares of the Company Common Stock so as  to
require   the   approval  of  the  Plan  by  the   Company's
shareholders  pursuant to the rules and regulations  of  the
Nasdaq  National Market or any stock exchange on  which  the
Company's  Common Stock is traded, the Company shall  submit
the  Plan  for approval by shareholders at its  next  annual
meeting of shareholders.  Pending such approval, the Company
may  not issue shares in excess of the number triggering the
need  for shareholder approval and the Company may pay  cash
in  lieu  of issuing such shares in an amount equal to  Fair
Market Value.

      4.2.  Lapsed Awards.  If any Award granted under  this
Plan  terminates,  expires, or lapses for  any  reason,  any
Common  Stock subject to such Award again shall be available
for the grant of an Award under the Plan.

     4.3. Adjustments in Authorized Shares.  In the event of
any merger, reorganization, consolidation, recapitalization,
separation,  liquidation, Common Stock  dividend,  split-up,
share   combination,  or  other  change  in  the   corporate
structure  of the Company affecting the Common  Stock,  such
adjustment shall be made in the number and class  of  shares
which may be delivered under the Plan, and in the number and
class  of  and/or  price  of shares subject  to  outstanding
Common  Stock  Units  granted under  the  Plan,  as  may  be
determined to be appropriate and equitable by the Board,  in
its  sole discretion, to prevent dilution or enlargement  of
rights;  and provided that the number of shares  subject  to
any Award shall always be a whole number.

          ARTICLE 5.  ELIGIBILITY AND PARTICIPATION
                              
      Persons  eligible to participate in this Plan  include
all  employees of the Company and its Subsidiaries  who,  in
the   opinion  of  the  Board,  are  Key  Employees.    "Key
Employees"  may  include employees who are  members  of  the
Board,  but may not include directors who are not employees.
Subject  to the provisions of the Plan, the Board  may  from
time to time select those Key Employees to whom Awards shall
be  granted  and  determine the nature and  amount  of  each
Award.   No  employee shall have any right to be granted  an
Award under this Plan even if previously granted an Award.
                              
                   ARTICLE 6.  STOCK UNITS
                              
      6.1.  Grant of Stock Units.  Subject to the terms  and
provisions  of  the  Plan, Stock Units  may  be  granted  to
Participants at any time and from time to time on such terms
as  shall be determined by the Board.  The Board shall  have
complete discretion in determining the number of Stock Units
granted to each Participant.

      6.2.  Election Regarding Payment of Stock Units.  Each
Participant  must  elect,  by  completing  and  signing   an
Election  Form in substantially the form attached hereto  as
Exhibit A, to either (i) convert all or part of his  or  her
Stock Unit Award into cash, equivalent to the cash value  of
the  Stock  Units established by the Board on  the  date  of
grant, receive a cash award for the corresponding number  of
Stock  Units  converted to cash, and receive  the  remaining
Stock  Units  in  shares of Common Stock  payable  upon  the
occurrence  of  certain  trigger events  set  forth  on  the
Participant's   election  form  in  his  or   her   complete
discretion  ("Trigger Events"); or (ii) receive his  or  her
entire  Stock Unit Award in shares of Common Stock,  payable
upon  the  occurrence of certain Trigger Events.  The  terms
and  conditions of the Trigger Events may vary by Stock Unit
Award, by Participant, or both.  The Election Form shall  be
filed with the Secretary of the Company prior to the date on
which  any Stock Unit Award is made.  Such election will  be
irrevocable  as to any Stock Unit Award made after  delivery
of  the  election form to the Company, and it shall continue
in    effect   until   revoked,   increased   or   decreased
prospectively  by  Participant prior to  the  grant  of  any
future Stock Unit Award for which the change is effective.

      6.3   Accounting for Stock Units.  Any  portion  of  a
participant's  Stock Unit Award which is  not  converted  to
cash  as set forth in Section 6.2(i) above shall be credited
by  the  Company  to a bookkeeping account  to  reflect  the
Company's  liability to that Participant  (the  "Stock  Unit
Account").   Each Stock Unit is credited as a  Common  Stock
equivalent  on  the  date  so  credited.   Additional  stock
equivalents may be added to the Stock Unit Account equal  to
the  amount  of  Common Stock that could be  purchased  with
dividends  equal to that paid on one share of Common  Stock,
multiplied by the number of stock equivalents then  existing
in the Stock Unit Account, based on the Fair Market Value of
the  Common  Stock on the date a dividend  is  paid  on  the
Common Stock.  If a stock dividend or stock split occurs,  a
Participant's  Stock Unit Account shall be credited  with  a
number  of  Common Stock equivalents equal to the number  of
shares which were distributed with respect to each share  of
issued  and  outstanding  Common Stock,  multiplied  by  the
number  of  stock equivalents recorded to the  Participant's
Stock Unit Account on the record date for such distribution.
Because  the  Trigger Events for each Stock Unit  Award  may
differ,  the Company shall establish a separate  Stock  Unit
Account for each separate Stock Unit Award.

      6.4.  Distribution of Stock Unit Accounts.   Upon  the
occurrence  of particular Trigger Events, the  holder  of  a
Stock  Unit Award shall be entitled to receive a  number  of
shares  of  Common Stock which corresponds to the number  of
Stock Units granted as part of the initial Stock Unit Award.

      6.5. Termination of Employment.  In the case of death,
disability, retirement or termination of employment (each of
disability  and retirement as defined under the  established
rules of the Company or any of its Subsidiaries, as the case
may  be), the holder of a Stock Unit shall receive in Common
Stock  the  number of fully vested Stock Units held  by  the
Participant as if the Trigger Events had occurred.

             ARTICLE 7.  BENEFICIARY DESIGNATION
                              
     Each Participant under the Plan may, from time to time,
name  any  beneficiary or beneficiaries (who  may  be  named
contingently or successively and who may include  a  trustee
under a will or living trust) to whom any benefit under  the
Plan  is  to be paid in case of his death before he receives
any  or  all of such benefit.  Each designation will  revoke
all prior designations by the same Participant, shall be  in
a  form prescribed by the Board, and will be effective  only
when  filed  by  the Participant in writing with  the  Board
during his lifetime.  In the absence of any such designation
or   if   all   designated  beneficiaries   predecease   the
Participant,  benefits remaining unpaid at the Participant's
death shall be paid to the Participant's estate.

                  ARTICLE 8.  MISCELLANEOUS
                              
      8.1.  Rights of Employees.  Nothing in the Plan  shall
interfere with or limit in any way the right of the  Company
or  any  of  its Subsidiaries to terminate any Participant's
employment at any time, nor confer upon any Participant  any
right to continue in the employ of the Company or any of its
Subsidiaries.  No employee shall have a right to be selected
as  a  Participant,  or,  having been  so  selected,  to  be
selected  again as a Participant.  Neither the establishment
of  the Plan nor any amendment thereof shall be construed as
giving any Participant, beneficiary, or any other person any
legal  or  equitable  right,  unless  such  right  shall  be
specifically  provided  for in  the  Plan  or  conferred  by
specific  action of the Board in accordance with  the  terms
and provisions of the Plan.  Except as expressly provided in
this  Plan,  neither the Company nor any of its Subsidiaries
shall be required or be liable to make any payment under the
Plan.  Neither  the Participant nor any other  person  shall
acquire, by reason of the Plan, any right in or title to any
assets,  funds  or property of the Company  or  any  of  its
Subsidiaries  whatsoever  including,  without  limiting  the
generality of the foregoing, any specific funds, assets,  or
other property which the Company or any of its Subsidiaries,
in  its sole discretion, may set aside in anticipation of  a
liability  hereunder.   Any benefits  which  become  payable
hereunder  shall  be  paid from the general  assets  of  the
Company or the applicable subsidiary.  The Participant shall
have  only  a  contractual right to  the  amounts,  if  any,
payable  hereunder unsecured by any asset of the Company  or
any  of  its  Subsidiaries, and the status of a  Participant
with  respect  to  any liabilities of the Company  hereunder
shall  be  solely  those  of an unsecured  creditor  of  the
Company.   Nothing  contained  in  the  Plan  constitutes  a
guarantee by the Company or any of its Subsidiaries that the
assets of the Company or the applicable subsidiary shall  be
sufficient to pay any benefit to any person.
                              
      8.2.  Change  in Control.  Notwithstanding  any  other
provisions of the Plan, in the event of a Change in Control,
all  Stock  Unit Awards granted and outstanding  under  this
Plan  shall  vest  in full and be immediately  paid  out  in
Common Stock.

      8.3.      Amendment, Modification and Termination.  At
any  time  and  from time to time, the Board may  terminate,
amend,  or  modify the Plan.  No termination,  amendment  or
modification of the Plan other than pursuant to Section  4.3
hereof  shall  in  any  manner adversely  affect  any  Award
theretofore  granted  under the Plan,  without  the  written
consent of the Participant.

      8.4.  Tax  Withholding.  The Company and  any  of  its
Subsidiaries shall have the power and the right to deduct or
withhold,  or require a Participant to remit to the  Company
or  any of its Subsidiaries, an amount sufficient to satisfy
Federal,  state and local taxes (including the Participant's
FICA obligation) required by law to be withheld with respect
to any grant, exercise, or payment made under or as a result
of this Plan.

      8.5.  Securities Laws and Shareholder Rights.   Common
Stock   shall  not  be  distributed  to  Participants   upon
distribution  from  their  Stock Unit  Accounts  unless  the
issuance  complies  with  all relevant  provisions  of  law,
including  without limitation, (i) securities  laws  of  any
appropriate state, and (ii) the Securities Act of  1933  and
the   Securities  Exchange  Act  of  1934  and   rules   and
regulations  promulgated thereunder by  the  Securities  and
Exchange  Commission.  Participants shall not be deemed  for
any  purpose  to  be or have rights as shareholders  of  the
Company with respect to any stock equivalents credited to  a
Participant's  Stock  Unit  Account,  until  and  unless   a
certificate  for  Common Stock is issued  upon  distribution
hereunder.

      8.6. Successors.  All obligations of the Company under
the Plan, with respect to Awards granted hereunder, shall be
binding  on  any  successor  to  the  Company,  whether  the
existence  of such successor is the result of  a  direct  or
indirect  purchase, merger, consolidation or  otherwise,  of
all  or  substantially all of the business and/or assets  of
the Company.

      8.7. Requirements of Law.  The granting of Awards  and
the issuance of Shares of Common Stock under this Plan shall
be  subject  to all applicable laws, rules, and regulations,
and  to  such  approvals  by  any governmental  agencies  or
national securities exchanges as may be required.

      8.8.  Governing  Law.  The Plan,  and  all  agreements
hereunder,  shall  be  construed  in  accordance  with   and
governed by the laws of the State of Delaware.

EXHIBIT A
                          EXECUTIVE STOCK UNIT PLAN

                                ELECTION FORM


      Pursuant  to  Section 6.2 of the Plan, I hereby elect  for  the  period
commencing  on  the date hereof, and ending on the third business  day  after
delivery  to  the Company of any written notice that I change  or  revoke  my
election, that the following percentage of any Stock Unit Award that  may  be
granted  to  me be converted immediately to cash, with the remainder  of  any
such  Stock Unit Award to be deferred and credited into a Stock Unit Account,
all in accordance with Section 6.2 of the Plan:

 _________%      (0-100) of any Stock Unit Award to be converted immediately
                                   to cash
                                      
      I  understand  the  amounts deferred under the Plan  are  not  actually
invested in the Common Stock of the Company, and such Stock Unit is merely an
index  for  the calculation of a bookkeeping account related to my deferrals,
and  no  representation has been made to me to the contrary.  The Participant
shall have only a contractual right to the amounts, if any, payable hereunder
unsecured  by  any asset of the Company or any of its Subsidiaries,  and  the
status  of  a  Participant  with respect to any liabilities  of  the  Company
hereunder shall be solely those of an unsecured creditor of the Company.

      I  hereby elect to have the remainder of my Stock Unit Award payable in
the form of Common Stock upon the occurrence of the following Trigger Events:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
___________

     I acknowledge and agree that this election is irrevocable and may not be
changed  with respect to any Stock Unit Award(s) granted to me prior  to  the
effective  date of my change in election.  I also acknowledge and  understand
that the distribution of any future Stock Unit Award granted to me under  the
Plan may be changed by me prior to the date of any such Award.

     EXECUTIVE:



____________________________________
               (Signature)

____________________________________
               (Date)

                                      
                                      
                                      
                                Exhibit 10.6



     In July 1996, the Registrant's Board of Directors granted to each of the
Registrant's  five  non-employee  directors  (Mrs.  Rosenberg   and   Messrs.
Dammeyer,  Alexander, Handy and Lasry) units to acquire 3,740 shares  of  the
Registrant's  common stock (for an aggregate of 18,700 shares).   Such  units
were issued to the non-employee directors in lieu of cash director fees and a
special  bonus.   Each unit entitles a director to receive  a  share  of  the
Registrant's common stock upon the earlier of the director no longer  serving
as  a director, or except for units issued to Mr. Dammeyer, when the value of
a  share  of the Registrant's common stock equals or exceeds $53.50 for  five
consecutive trading days.

      These  stock units were not issued pursuant to any written contract  or
compensatory plan.  Accordingly, this description of the units is being filed
in  accordance with Item 601(10)(iii)(A) of Regulation S-K promulgated  under
the Securities Act of 1933, as amended.


          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

                          EXHIBIT 11

  Computation of Consolidated Income (Loss) Per Common Share
     for the Years ended December 31, 1996, 1995 and 1994
                  (In thousands, except per share amounts)



                                        1996           1995         1994

Income for primary and fully
  diluted computation:
     Income                         $   5,105     $   10,965    $   7,852


Primary (1):
     Weighted average common shares
       and dilutive common stock
       equivalents:
          Common stock outstanding     25,433         18,908       19,573
          Stock purchase warrants        -               911          797
          Stock options                 1,097            794          739
          Contingently issuable
            common shares                 300            300          300
                                       26,830         20,913       21,409

Primary income per common share:
     Before extraordinary item       $  0.30        $ 0.52       $ 0.37
     Extraordinary item                (0.11)           -            -
                                      $  0.19        $ 0.52       $ 0.37




NOTE:

1.   Fully diluted earnings per share is not presented since it approximates
     primary income per share.

          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES




                          EXHIBIT 21

The following is a list of the subsidiaries of the Company as of December 31,
1996.  All of these subsidiaries are included in the Consolidated Financial
Statements which are a part of this report.

                                       Percentage
                                        State of      of Equity
Name of Company         Relationship  Incorporation   Ownership

Jacor Broadcasting
  Corporation            Subsidiary      Ohio            100%
Broadcast Finance, Inc.  Subsidiary      Ohio            100%
Jacor Broadcasting
  of Florida, Inc.       Subsidiary      Florida         100%
Jacor Broadcasting
  of Atlanta, Inc.       Subsidiary      Georgia         100%
Jacor Broadcasting
  of Colorado, Inc.      Subsidiary      Colorado        100%
Jacor Broadcasting
  of Lexington, Inc.     Subsidiary      Kentucky        100%
Jacor Broadcasting
  of Knoxville,Inc.      Subsidiary      Delaware        100%
Jacor Broadcasting
  of Tampa Bay, Inc.     Subsidiary      Florida         100%
Jacor Cable, Inc.        Subsidiary      Kentucky        100%
Georgia Network
  Equipment, Inc.        Subsidiary      Georgia         100%
Jacor Broadcasting
  of San Diego, Inc.     Subsidiary      Delaware        100%
Jacor Broadcasting
  of St. Louis, Inc.     Subsidiary      Missouri        100%
Jacor Broadcasting
  of Sarasota, Inc.      Subsidiary      Florida         100%
Jacor Broadcasting
  of Idaho, Inc.         Subsidiary      Delaware        100%
Inmobiliaria Radial,
  S.A. de C.V.           Subsidiary      Mexico          100%
Jacor Broadcasting
  of Iowa, Inc.          Subsidiary      Delaware        100%
Noble Broadcast Group,
  Inc.                   Subsidiary      Delaware        100%
Noble Broadcast of
  Colorado, Inc.         Subsidiary      California      100%
Noble Broadcast of
  San Diego, Inc.        Subsidiary      California      100%
Noble Broadcast of
  St. Louis, Inc.        Subsidiary      Delaware        100%
Noble Broadcast of
  Toledo, Inc.           Subsidiary      California      100%
Nova Marketing Group
  Inc.                   Subsidiary      California       70% (1)
Noble Broadcast
  Licenses, Inc.         Subsidiary      California      100%

          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES




                     EXHIBIT 21, Continued



                                       Percentage
                                        State of      of Equity
Name of Company         Relationship  Incorporation   Ownership

Noble Broadcast
  Holdings, Inc.         Subsidiary      Delaware        100%
Sports Radio
  Broadcasting, Inc.     Subsidiary      California      100%
Nobro, S.C.              Subsidiary      Mexico          100%
Sports Radio, Inc.       Subsidiary      California      100%
Noble Broadcast
  Center, Inc.           Subsidiary      California      100%
Citicasters Co.          Subsidiary      Ohio            100%
GACC-N26LB. Inc.         Subsidiary      Delaware        100%
GACC-340, Inc.           Subsidiary      Delaware        100%
Cine Guarantors, Inc.    Subsidiary      California      100%
Great American
  Television
  Productions, Inc.      Subsidiary      California      100%
Cine Guarantors II, Inc. Subsidiary      California      100%
Great American
  Merchandising
  Group, Inc.            Subsidiary      New York        100%
Taft-TCI Satellite
  Services, Inc.         Subsidiary      Colorado        100%
Cine Films, Inc.         Subsidiary      California      100%
The Sy Fischer Company
  Agency, Inc.           Subsidiary      California      100%
Location Productions,
  Inc.                   Subsidiary      California      100%
Location Productions
  II, Inc.               Subsidiary      California      100%
Cine Mobile Systems
  Int'l, N.V.            Subsidiary      Antille         100%
Cine Movil S.A. de C.V.  Subsidiary      Mexico          100%
Cine Guarantors II, LTD. Subsidiary      Canada          100%
Jacor National Corp.     Subsidiary      Delaware        100%
Marathon Communications,
  Inc.                   Subsidiary      New York        100%
WIBX, Inc.               Subsidiary      New York        100%




(1) Nova Marketing Group, Inc. became a 100% owned subsidiary in
    February 1997.

          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES




                         EXHIBIT 23.1








              CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in the registration statements
of Jacor Communications, Inc. on Forms S-8 (File No. 33-65126, File No. 33-
10329, and File No. 33-56385) and on Forms S-3 (File No. 33-53612 and File
No. 333-06639) of our report dated February 27, 1997, on our audits of the
consolidated financial statements of Jacor Communications, Inc. and
Subsidiaries as of December 31, 1996 and 1995 and for the years ended
December 31, 1996, 1995 and 1994, which reports are included in this Annual
Report on Form 10-K.









COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
March 27, 1997