FORM 10-Q/A

              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C.  20549

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended September 30, 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

                   Commission File No. 1-8283
                                
                        CITICASTERS INC.
               (Successor by merger to JCAC, Inc.)
                                
A Florida Corporation                       Employer
Identification
                                                   No. 59-2054850


                         1300 PNC Center
                         201 East Fifth Street
                         Cincinnati, Ohio 45202
                         Telephone (513) 621-1300



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 whether the Co-Registrant, Citicasters
Inc. (the successor by merger to JCAC, 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 Co-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 whether the Co-Registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
                   Yes   X           No


At November 1, 1996, 31,254,338 shares of the Registrant's common
stock were outstanding.  At November 1, 1996, 100 shares of the
Co-Registrant's common stock were outstanding, all of which
shares are owned by the Registrant.

          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                         (the "Company")

                             INDEX



Page
                                                          Number

PART I.  Financial Information

     Item 1. - Financial Statements

          Condensed Consolidated Balance Sheets
            as of September 30, 1996 and December 31,
            1995                                            3

          Condensed Consolidated Statements of
            Operations for the three months and
            nine months ended September 30, 1996
            and 1995                                        4

          Condensed Consolidated Statements of
            Cash Flows for the nine months ended
            September 30, 1996 and 1995                     5

          Notes to Condensed Consolidated Financial
            Statements                                      6



     Item 2. - Management's Discussion and Analysis
               of Financial Condition and Results of
               Operations                                  14


PART II. Other Information

     Item 5. - Other Information                           21

     Item 6. - Exhibits and Reports on Form 8-K            38

     Signatures                                            40


<TABLE>
                                
                                
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE SHEETS
                           (UNAUDITED)
               (In thousands, except share data)
                                
<CAPTION>
                                             September 30,   December 31,
                                                 1996           1995

ASSETS
<S>                                          <C>             <C>
Current assets:
   Cash and cash equivalents                 $    52,821     $    7,437
    Accounts receivable, less allowance for
    doubtful accounts of $3,877 in 1996
    and $1,606 in 1995                            70,782         25,262
   Other current assets                           12,897          3,916
            Total current assets                 136,500         36,615

 Property and equipment, net                     141,259         30,801
 Intangible assets, net                        1,295,286        127,158
 Other assets                                     98,032         14,265

            Total assets                     $ 1,671,077     $  208,839


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable, accrued expenses
     and other current liabilities           $    51,898     $   12,180
          Total current liabilities               51,898         12,180

Long-term debt                                   626,250         45,500
5.5% Liquid Yield Option Notes                   117,090           -
Deferred taxes and other liabilities             393,728         12,086

Shareholders' equity:
  Common stock, $.01 par value                       312            182
  Additional paid-in capital                     430,307        118,248
  Common stock warrants                           26,500            388
  Retained earnings                               24,992         20,255

           Total shareholders' equity            482,111        139,073
           Total liabilities and
             shareholders' equity            $ 1,671,077     $  208,839



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

<TABLE>
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months and nine months ended September 30, 1996 and 1995
            (In thousands, except per share amounts)
                           (UNAUDITED)


<CAPTION>

                                Three Months Ended         Nine Months Ended
                                    September 30,            September 30,

                                  1996        1995         1996         1995

<S>                           <C>         <C>          <C>         <C>
Broadcast revenue             $   60,143  $   36,116   $  142,176  $   97,648
  Less agency commissions          5,817       3,822       14,656      10,472
    Net revenue                   54,326      32,294      127,520      87,176

Broadcast operating expenses      38,273      23,129       91,694      65,241
Depreciation and amortization      5,166       2,442       10,601       6,783
Corporate general and
  administrative expenses          1,658         824        4,080       2,564
    Operating income               9,229       5,899       21,145      12,588

Interest expense                  (6,844)       (384)     (13,397)       (593)
Gain on sale of radio stations      -           -           2,539        -
Other income, net                  3,160         348        4,701       1,052
    Income before income taxes
      and extraordinary loss       5,545       5,863       14,988      13,047

Income taxes                       3,445       2,375        7,285       5,279
    Income before
      extraordinary loss           2,100       3,488        7,703       7,768
    Extraordinary loss, net of
      income tax credit           (2,015)       -          (2,966)       -

Net income                    $       85  $    3,488   $    4,737  $    7,768


NET INCOME PER COMMON SHARE:

Before extraordinary loss       $ 0.06      $  0.17      $ 0.31      $  0.37
Extraordinary loss               (0.06)         -         (0.12)         -
Net income per common share     $ 0.00      $  0.17      $ 0.19      $  0.37

Number of common shares used
  in per share computations      33,303      21,009       24,880      21,136



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

<TABLE>
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
      for the nine months ended September 30, 1996 and 1995
                         (In thousands)
                           (UNAUDITED)
                                

<CAPTION>

                                                    1996            1995
<S>                                            <C>             <C>
Cash flows from operating activities:
  Net income                                    $   4,737       $   7,768
  Adjustments to reconcile net income
    to net cash used by operating activities:
     Depreciation                                   3,989           2,306
     Amortization of intangibles                    6,612           4,476
      Extraordinary loss                            2,966 
     Non-cash interest expense                      2,525
          Deferred income tax provision (benefit)     636            (352)
     Gain on sale of radio stations                (2,539)
     Other                                           (201)            197
     Change in current assets and current
       liabilities net of effects of
        acquisitions and disposals:
         Accounts receivable                       (7,769)         (1,146)
         Other current assets                      (2,556)           (265)
         Accounts payable, accrued expenses
          and other current liabilities             9,256           3,976

Net cash provided by operating activities          17,656          16,960
Cash flows from investing activities:
  Capital expenditures                             (7,506)         (3,664)
  Cash paid for acquisitions                     (827,941)        (33,338)
  Purchase of intangible assets                      -            (15,183)
  Proceeds from sale of radio stations              6,595            -
  Loans originated and other                       (7,147)         (4,397)

Net cash used by investing activities            (835,999)        (56,582)

Cash flows from financing activities:
  Proceeds from issuance of long-term debt        703,000          33,500
  Proceeds from issuance of LYONs                 115,172            -
  Proceeds from issuance of common stock          317,109             254
  Repayment of long-term debt                    (248,500)
  Repurchase of common stock                         -            (15,076)
  Repurchase of warrants                           (1,379)           -
  Payment of finance costs                        (21,342)           -
  Other                                              (333)           (375)
Net cash provided by financing
  activities                                      863,727          18,303

Net increase (decrease) in cash and
  cash equivalents                                 45,384         (21,319)
Cash and cash equivalents at
  beginning of period                               7,437          26,975
Cash and cash equivalents at end of period      $  52,821       $   5,656

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

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)





1.   FINANCIAL STATEMENTS

     The December 31, 1995 consolidated balance sheet data was
     derived from audited financial statements, but does not
     include all disclosures required by generally accepted
     accounting principles.  The financial statements included
     herein have been prepared by the Company, without audit,
     pursuant to the rules and regulations of the Securities and
     Exchange Commission.  Although certain information and
     footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted
     accounting principles have been condensed or omitted
     pursuant to such rules and regulations, the Company believes
     that the disclosures are adequate to make the information
     presented not misleading and reflect all adjustments
     (consisting only of normal recurring adjustments) which are
     necessary for a fair presentation of results of operations
     for such periods.  Results for interim periods may not be
     indicative of results for the full year.  It is suggested
     that these financial statements be read in conjunction with
     the consolidated financial statements for the year ended
     December 31, 1995 and the notes thereto.

2.   ACQUISITIONS

     Completed Acquisitions

     In February 1996, the Company agreed to acquire Noble Br
     oadcast Group, Inc. ("Noble"), for approximately  $152
     million in cash plus related costs and expenses.  Noble
     owned ten radio stations serving Denver (two AM and two FM),
     St. Louis (one AM, two FM) and Toledo (one AM, two FM).
     The Company entered into an agreement with the stockholders
     of Noble to acquire all of the outstanding capital stock of
     Noble for approximately $12.5 million.  At the same time,
     the Company also purchased a warrant for approximately $52.8
     million entitling the Company to acquire a 79.1% equity
     interest in Noble (the "Noble Warrant").  On July 15, 1996,
     the Company consummated the purchase of the outstanding
     Noble capital stock from the Noble stockholders and
     exercised the Noble Warrant, resulting in the Company owning
     100% of the equity interests in Noble.
     
     Also, in February 1996, a wholly owned subsidiary of the
     Company purchased for approximately $47 million certain
     assets from Noble relating to Noble's San Diego operations.
     As part of Noble's San Diego operations, Noble provided
     programming to and sold the air time for two radio stations
     serving San Diego (one AM, one FM), which programming and
     air time is now provided and sold by the Company.  In
     addition, another wholly owned subsidiary of the Company
     provided a credit facility to Noble in the amount of $41
     million of which $40 million was drawn down. Such amount
     became part of the purchase consideration upon consummation
     of the transaction on July 15, 1996.
     
                                
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)






2.   Completed Acquisitions, Continued
     
     In February 1996, the Company entered into an agreement to
     acquire Citicasters Inc. ("Citicasters") through a merger of
     Citicasters with and into a wholly owned Jacor subsidiary
     (the "Citicasters Merger").  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. The Company 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 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.
     
     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 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 $14.0 million.
     
     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 Randy Michaels,
     the Chief Executive Officer of the Company, is the 95%
     limited partner.
     
     The completed acquisitions are accounted for as purchases.
     The excess cost over the fair value of identifiable net
     assets acquired will be amortized over 40 years.  Assuming
     each of these acquisitions had taken place at the
     beginning of 1996 and 1995, respectively, unaudited pro
     forma consolidated results of operations would have been
     as follows (in thousands except per share amounts):
                                
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)






2.   Completed Acquisitions, Continued
     
     
                               Three Months Ended      Nine Months Ended
                                  September 30,           September 30,
                                 1996       1995        1996       1995

     Net revenue              $ 85,887   $ 79,171    $242,548     $225,259

     Loss before
       extraordinary items     (1,817)      (846)     (4,487)      (7,234)

     Net loss per share      $  (0.06)  $  (0.03)   $  (0.14)  $    (0.23)



     Pending Acquisitions

     In May 1996, the Company entered into an agreement to
     acquire the FCC licenses and certain operating assets of
     WIOT-FM and WCWA-AM in Toledo, Ohio for $13 million in cash,
     which funds have been placed in escrow pending the closing
     of the transaction.  Subject to certain conditions, pending
     the closing of this transaction, the Company has entered
     into a time brokerage agreement with respect to these
     stations.
     
     In July 1996, the Company entered into an agreement with New
     Wave Communications, L.P. and New Wave Broadcasting, Inc. to
     acquire the FCC licenses of WSPB-AM, WSRZ-FM and WYNF-FM in
     Sarasota, Florida and to purchase certain real estate and
     transmission facilities necessary to operate the stations.
     The purchase price for the assets is $12.5 million, of which
     $3 million has been placed in escrow, subject to a maximum
     purchase price of $15.0 million based on the timing of the
     closing.
     
     In September 1996, the Company entered into a binding
     agreement with a subsidiary of Gannett Co., Inc. ("Gannett")
     to effect an exchange of the Company's Tampa television
     station, WTSP-TV, acquired by the Company in the Citicasters
     Merger, for six of Gannett's radio stations (the "Gannett
     Exchange").  The stations to be acquired by the Company are
     KIIS-FM and KIIS-AM in Los Angeles, KSDO-AM and KKBH-FM in
     San Diego and WDAE-AM in Tampa-St. Petersburg.  The Company
     will also acquire the licenses and operating assets of WUSA-
     FM in Tampa-St. Petersburg while Gannett will retain the
     call letters.  The assets to be exchanged are valued by the
     Company and Gannett at approximately $190.0 million.  The
     Company anticipates that this transaction will constitute a
     tax-free like-kind exchange.
     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)






     Pending Acquisitions, Continued

     In October 1996, the Company entered into a definitive
     merger agreement with Regent Communications, Inc. ("Regent")
     whereby Regent will merge with and into the Company (the
     "Regent Merger").  Regent owns, operates or represents 20
     radio stations located in Kansas City, Salt Lake City, Las
     Vegas, Louisville and Charleston, S.C.  The merger
     consideration to be paid by the Company to the Regent
     stockholders consists of 3.55 million shares of Common
     Stock, subject to adjustment pursuant to the terms of the
     merger agreement, up to $64.0 million in cash to be used to
     repay outstanding Regent indebtedness, and warrants to
     acquire an aggregate of 500,000 shares of Common Stock at an
     exercise price of $40 per full share.  In the event that the
     value of the Common Stock to be received by the Regent
     stockholders is less than $116.0 million, at the Company's
     option: (a) Jacor may make up the difference by the delivery
     of additional shares of Common Stock; (b) pay the difference
     in cash; or (c) pay all of the merger consideration in cash.
     
     In October 1996, the Company also entered into binding
     agreements with Par Broadcasting Company ("Par") to purchase
     four radio stations in San Diego, KOGO-AM, KCBQ-AM, KIOZ-FM
     and KKLQ-FM, for $72.0 million in cash and with
     Entertainment Communications, Inc. ("Entercom") to sell the
     Company's two radio stations in Sacramento, KSEG-FM and KRXQ-
     FM, for $45.0 million in cash.  Approximately $3.7 million
     of the purchase price has been placed in escrow. Although
     these transactions are not directly contingent upon each
     other, the Company anticipates that these transactions will
     occur in a manner that permits the transactions to be
     treated as a tax-free like-kind exchange.  Par has entered
     into a Local Marketing Agreement ("LMA") with the Company
     such that the Company will commence operating the San Diego
     stations upon the expiration or termination of the
     applicable waiting periods under the Hart Scott Rodino
     Antitrust Improvements Act of 1976, as amended ("HSR Act").
     The Company has entered into an LMA with Entercom such that
     Entercom will commence operating the Sacramento stations
     upon the expiration or termination of the applicable waiting
     periods under the HSR Act.
     
     In October 1996, the Company entered into a binding exchange
     agreement with Nationwide Communications, Inc.
     ("Nationwide") whereby the Company 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 assets to be exchanged are
     valued by the Company and Nationwide at approximately $45.0
     million.  The Company anticipates that this transaction will
     constitute a tax-free like-kind exchange.  This transaction
     is contingent upon the successful closing of Nationwide's
     agreement to purchase KGB-FM and KPOP-AM from KGB, Inc.
     Nationwide has assigned to the Company its rights under an
     LMA with KGB, Inc. such that the Company will commence
     operating the San Diego stations upon the expiration or
     termination of the applicable waiting periods under the HSR
     Act.  The Company has entered into an LMA with Nationwide
     such that Nationwide will commence operating the Phoenix
     stations upon the expiration or termination of the
     applicable waiting periods under the HSR Act.  In connection
     with entering into the exchange agreement with Nationwide,
     the Company also announced that it intends to sell KCBQ-AM
     in San Diego, upon its acquisition from Par, to EXCL
     Communications, Inc. ("EXCL") for $6.0 million in cash.  No
     binding agreement has yet been entered into with EXCL.


           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)






     Pending Acquisitions, Continued

     In addition, in October 1996, Jacor entered into three
     separate binding agreements with three unaffiliated radio
     broadcast companies whereby the Company will acquire the FCC
     licenses and assets of a total of nine radio stations.
     These agreements are with Palmer Broadcasting Limited
     Partnership ("Palmer") to acquire 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, providing the Company with a leading
     position with four powerful broadcast signals; with Clear
     Channel Radio, Inc. to purchase KTWO-AM, KMGW-FM and the
     Wyoming Radio Network, in Casper, Wyoming for a purchase
     price of $1.9 million; and with Colfax Communications 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.  An aggregate of $5.9 million has been placed in
     escrow in connection with these acquisitions.
     

3.   OTHER ASSETS

     The Company's other assets at September 30, 1996 and
     December 31, 1995
     consist of the following (in thousands):

                             September 30,       December 31,
                                 1996                1995

     New World Warrants          $  39,800           $    -
     Hanna Barbera Escrow           13,700                -
     Acquisition escrows            16,000                -
     Other                          28,532              14,265

                                 $  98,032           $  14,265


     The New World Warrants and Hanna Barbera Escrow were
     included in the Citicasters acquisition.  The Hanna Barbera Escrow is
     expected to be received in December 1996.  Terms of the New World
     Warrants allow the Company to purchase 5 million shares of New World
     Common Stock at $16.00 per share until September 1999.
     

4.   LONG-TERM DEBT

     The Company's debt obligations at September 30, 1996 and
     December 31, 1995 consist of the following (in thousands):
     
                                      September 30,  December 31,
                                         1996            1995
     
     Credit facility borrowings      $   400,000     $  45,000
     9 3/4% Senior Subordinated Notes    126,250
     10 1/8% Senior Subordinated
       Notes, due 2006               $   100,000          -
     
                                     $   626,250     $  45,000
     

      JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)




4.   LONG-TERM DEBT, Continued
     
     Former Credit Facility
     
     On February 20, 1996 the Company entered into a credit
     facility (the "Former Credit Facility") with a group of
     banks.  The Company borrowed approximately $200 million
     under the facility in conjunction with the Noble and other
     acquisitions.  In June 1996, outstanding borrowings were
     repaid from a portion of the proceeds from public debt and
     common stock offerings (see notes 4, 5 and 6).
     
     
     New Credit Facility
     
     In June 1996, the Company entered into a new credit facility
     (the "New Credit Facility").  The New Credit Facility is
     with a syndicate of banks and other financial institutions.
     The New Credit Facility provides availability of up to $600
     million of loans in three components: (i) a revolving credit
     facility of up to $200 million with mandatory semi-annual
     commitment reductions beginning in December 1998 and a final
     maturity date of October 21, 2003; (ii) a term loan of up to
     $300 million with scheduled semi-annual reductions beginning
     December 1997 and a final maturity date of September 18,
     2003; and (iii) a term loan of up to $100 million with
     scheduled semi-annual reductions beginning December 1998 and
     a final maturity date of September 18, 2004.
     
     Borrowings under the New Credit Facility bear interest at
     rates that fluctuate with a bank base rate and/or the
     Eurodollar rate.  The weighted average interest rate at
     September 30, 1996 was 7.73%.
     
     Loans under the New Credit Facility are guaranteed by the
     Company and each of the Company's direct and indirect
     subsidiaries other than certain immaterial subsidiaries.
     The Company's obligations with respect to the New 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.
     
     The New 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 an other 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 New 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 New
     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 New Credit Facility).


           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)



     
     
4.   LONG-TERM DEBT, Continued
     
     
     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
     Company will not be required to make any mandatory
     redemption or sinking fund payment with respect to the Notes
     prior to maturity.  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%.
     
     The Notes are general, unsecured obligations of the Company
     subordinated in right of payment to all senior debt of the
     Company including the New Credit Facility.
     
     The Note Indenture contains certain covenants which impose
     certain limitations and restrictions on the ability of the
     Company to incur additional indebtedness, pay dividends or
     make other distributions, make certain loans and
     investments, apply the proceeds of asset sales (and use the
     proceeds thereof), create liens, enter into certain
     transactions with affiliates, merge, consolidate or transfer
     substantially all its assets and make investments in
     unrestricted subsidiaries.
     
     9 3/4% Senior Subordinated Notes
     
     In September 1996, as a result of the merger with
     Citicasters, the Company assumed obligations of Citicasters'
     outstanding 9 3/4% Senior Subordinated notes due 2004 (the
     "9 3/4% Notes").  As a result of a change of control
     covenant in the 9 3/4% Notes, the holders had the option to
     cause the Company to purchase the 9 3/4% Notes at 101%, and
     in October 1996, approximately $107 million par value of the
     9 3/4% Notes were put to the Company pursuant to this
     covenant.
     
     
5.   LIQUID YIELD OPTION NOTES
     
     In June 1996, the Company issued 5.5% Liquid Yield Option
     Notes ("LYONs") due 2011 in the aggregate principal amount
     at maturity of $259,900,000.  Each LYON had an issue price
     of $443.14 and a principal amount at maturity of $1,000.  At
     September 30, 1996 the accreted value of the LYONs was
     $117.1 million which included $1.6 million of accretion
     during the third quarter.
     
     Each LYON is convertible, at the option of the Holder, at
     any time on or prior to maturity, unless previously redeemed
     or otherwise purchased, into Common Stock at a conversion
     rate of 13.412 shares per LYON.
     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)



     
     
5.   LIQUID YIELD OPTION NOTES, Continued
     
     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 5.50% yield per annum to the
     Holder on such date, computed on a semiannual bond
     equivalent basis.  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.
     
     
6.   CAPITAL STOCK

     Issuance of Additional Common Stock

     In June 1996, the Company issued pursuant to a public
     offering (the "1996 Stock Offering"), 11,250,000 shares of
     its Common Stock at a price of $28.00 per share.  Net
     proceeds to the Company from this 1996 Offering were
     approximately $303.6 million.  The Company used a portion of
     the net proceeds to repay all of its indebtedness under the
     Former Credit Facility (approximately $196.5 million).
     
     
     1993 Warrants
     
     In connection with the 1996 Stock Offering, the Company
     determined that it would convert the 1,983,605 outstanding
     1993 Warrants into the right to receive the Fair Market
     Value (as defined in the 1993 Warrant) calculated to be
     $19.70 per Warrant.  This resulted in the issuance by the
     Company of an additional 1,726,004 shares of Common Stock
     with proceeds aggregating approximately $14.3 million.  The
     Company used approximately $5.1 million of these proceeds to
     fund the conversion of the remaining 1993 Warrants presented
     for redemption.
     
     
     Citicasters Warrants
     
     The Company issued the Citicasters Warrants pursuant to the
     terms of the Citicasters Merger Agreement.  If all of the
     Citicasters Warrants are exercised, 4,400,000 shares of
     Common Stock would be issued.  Each Citicasters Warrant
     initially entitles the holder thereof to purchase .2035247
     of a share of Common Stock at a price of $28.00 per full
     share through September 18, 2001.
     
     
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS





LIQUIDITY AND CAPITAL RESOURCES

Completed Acquisitions

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 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 $14.0 million.

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 $160.0 million,
including related fees and expenses.

In September 1996, the Company completed the acquisition of
Citicasters through a merger of Citicasters with and into a
wholly owned Jacor subsidiary.  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 $802.1 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.  In October 1996, approximately $107 million of
the 9 3/4% notes were put to the Company pursuant to the change
in control covenant.  The put was funded from borrowings under
the New Credit Facility.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS



LIQUIDITY AND CAPITAL RESOURCES

Completed Acquisitions, Continued

The completed acquisitions 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) $100.0 million from the
10 1/8% Senior Subordinated Notes public offering, and (iv) $400
million in borrowings under the New Credit Facility.

Pending Acquisitions

In September 1996, the Company entered into a binding agreement
with a subsidiary of Gannett to effect an exchange of the
Company's Tampa television station.  WTSP-TV was acquired by the
Company in the Citicasters Merger, for six of Gannett's radio
stations.  The stations to be acquired by the Company are KIIS-FM
and KIIS-AM in Los Angeles, KSDO-AM and KKBH-FM in San Diego and
WDAE-AM in Tampa-St. Petersburg.  The Company will also acquire
the licenses and operating assets of WUSA-FM in Tampa-St.
Petersburg while Gannett will retain the call letters.  The
exchange will enhance the Company's existing station portfolios
in San Diego and Tampa and will create a new multiple radio
station platform in the Los Angeles broadcast area.  The assets
to be exchanged are valued by the Company and Gannett at
approximately $190.0 million.  The Company anticipates that this
transaction will constitute a tax-free like-kind exchange.

In October 1996, the Company entered into a definitive merger
agreement with Regent whereby Regent will merge with and into the
Company.  Regent owns, operates or represents 20 radio stations
located in Kansas City, Salt Lake City, Las Vegas, Louisville and
Charleston.  The merger consideration to be paid by the Company
to the Regent stockholders consists of 3.55 million shares of
Common Stock and up to $64.0 million in cash to be used to repay
outstanding Regent indebtedness, and warrants to acquire an
aggregate of 500,000 shares of Common Stock at an exercise price
of $40 per full share, subject to adjustment pursuant to the
terms of the merger agreement.  In the event that the value of
the Common Stock to be received by the Regent stockholders is
less than $116.0 million, at the Company's option: (a) the
Company may make up the difference by the delivery of additional
shares of Common Stock; (b) pay the difference in cash; or (c)
pay all of the merger consideration in cash.

The Company also has acquisitions pending in the following
markets: (i) in Sarasota, Florida, (ii) Toledo, Ohio, (iii) San
Diego, California, (iv) Des Moines and Cedar Rapids, Iowa, (v)
Casper, Wyoming, (vi) and Boise, Idaho.  The net cash to be paid
for these acquisitions after giving effect to escrow deposits of
$25.6 million, totals approximately $150 million.


            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS




LIQUIDITY AND CAPITAL RESOURCES

Credit Facilities and Other

In June 1996, the Company entered into the New Credit Facility
which provides for availability of $600.0 million pursuant to a
$200.0 million reducing revolving facility under which the
aggregate commitments would reduce on a semi-annual basis
commencing in December 1998; a $300.0 million amortizing term
loan that would reduce on a semi-annual basis commencing in
December 1997; and a $100.0 million amortizing term loan that
would reduce on a semi-annual basis commencing in December 1998.
The New Credit Facility bears interest at floating rates based on
a Eurodollar rate or a bank base rate.  The New Credit Facility
also provides the Company with additional credit for future
acquisitions as well as working capital and other general
corporate purposes.  As of November 1, 1996 the Company had
incurred $500.0 million of outstanding indebtedness under the New
Credit Facility.

The pending acquisitions will be primarily funded by the
remaining $100 million available under the New Credit Facility
and excess cash on hand, which will include the Hanna Barbera
Escrow proceeds of $13.7 million which will be received during
the fourth quarter.  The Company believes that various sources
are available for the additional funds required to complete the
acquisitions and is currently exploring those alternatives.  Such
alternatives include increased availability under the Company's
credit facilities as well as the possible issuance of additional
equity and/or debt securities of the Company.

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


RESULTS OF OPERATIONS

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 a
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.


            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


THE NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE
MONTHS ENDED
SEPTEMBER 30, 1995

Broadcast revenue for the first nine months of 1996 was $142.2
million, an increase of $44.5 million or 45.6% from $97.6 million
during the first nine months of 1995.  This increase resulted
primarily from the revenue generated at those properties owned or
operated during the 1996 first nine-months but not during the
comparable 1995 period, and to a lesser extent, from an increase
in advertising rates in both local and national advertising.  On
a "same station" basis - reflecting results from stations
operated in the first nine months of both 1996 and 1995 -
broadcast revenue for the 1996 period was $104.9 million, an
increase of $10.7 million or 11.3% from $94.2 million for the
1995 period.

Agency commissions for the first nine months of 1996 were $14.7
million, an increase of $4.2 million or 40.0% from $10.5 million
during the first nine months of 1995 due to the increase in
broadcast revenue.

Broadcast operating expenses for the first nine months of 1996
were $91.7 million, an increase of $26.5 million or 40.5% from
$65.2 million during the first nine months of 1996.  These
expenses increased as a result of expenses incurred at those
properties owned or operated during the first nine months of 1996
but not during the comparable 1995 period and, to a lesser
extent, increased selling and other payroll costs and programming
costs.  On a "same station" basis, broadcast operating expenses
for the 1996 period were $66.3 million, an increase of $4.1
million or 6.6% from $62.2 million for the 1995 period.

Station operating income excluding depreciation and amortization
for the nine months ended September 30, 1996 was $35.8 million,
an increase of $13.9 million or 63.3% from the $21.9 million for
the nine months ended September 30, 1995.  On a "same station"
basis, station operating income excluding depreciation and
amortization for the 1996 period was $27.4 million, an increase
of $5.6 million or 25.6% from $21.8 million for the 1995 period.

Depreciation and amortization for the first nine months of 1996
and 1995 was $10.6 million and $6.8 million, respectively.  The
increase from period-to-period resulted primarily from the
acquisitions made by the Company during the last quarter of 1995
and the first nine months of 1996.

Operating income for the first nine months of 1996 was $21.1
million, an increase of $8.5 million or 68.0% from an operating
income of $12.6 million during the first nine months of 1995.

Interest expense for the first nine months of 1996 and 1995 was
$13.4 million and $0.6 million, respectively.  The increase in
interest expense resulted principally from the increase in the
Company's outstanding Credit Facility borrowings and the issuance
of the 10 1/8% Senior Subordinated Notes and Liquid Yield Option
Notes which are primarily related to the Company's acquisition
strategy.

The gain on sale of radio stations in the first nine months of
1996 resulted from the Company's February sale of two FM radio
stations in Knoxville.


            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


THE NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE
MONTHS ENDED SEPTEMBER 30, 1995, Continued


The extraordinary item in the first nine months of 1996
represents the write-off of unamortized costs associated with the
Company's 1993 Credit Agreement which was replaced in February
1996 by the Company's Former Credit Facility and the write-off of
unamortized costs associated with the Company's Former Credit
Facility which was replaced by the Company's New Credit Facility
in June 1996.

Net income for the first nine months of 1996 and 1995 was $4.7
and $7.8 million, respectively.


THE THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE THREE
MONTHS ENDED SEPTEMBER 30, 1995

Broadcast revenue for the third quarter of 1996 was $60.1
million, an increase of $24.0 million or 66.5% from $36.1 million
during the third quarter of 1995.  This increase resulted
primarily from the revenue generated at those properties owned or
operated during the 1996 third quarter but not during the
comparable 1995 period, and to a lesser extent, from an increase
in advertising rates in both local and national advertising.  On
a "same station" basis - reflecting results from stations
operated in the third quarter of both 1996 and 1995 - broadcast
revenue for the 1996 period was $38.6 million, an increase of
$4.2 million or 12.4% from $34.4 million for the 1995 period.

Agency commissions for the third quarter of 1996 were $5.8
million, an increase of $2.0 million or 52.2% from $3.8 million
during the third quarter of 1995 due to the increase in broadcast
revenue.

Broadcast operating expenses for the third quarter of 1996 were
$38.3 million, an increase of $15.2 million or 65.5% from $23.1
million during the third quarter of 1995.  These expenses
increased as a result of expenses incurred at those properties
owned or operated during the 1996 second quarter but not during
the comparable 1995 period and, to a lesser extent, increased
selling and other payroll costs and programming costs.  On a
"same station" basis, broadcast operating expense for the 1996
period were $24.0 million, an increase of $2.3 million or 10.6%
from $21.7 million for the 1995 period.

Station operating income excluding depreciation and amortization
for the three months ended September 30, 1996 was $16.1 million,
an increase of $6.9 million or 75.2% from the $9.2 million for
the three months ended September 30, 1995. On a "same station"
basis, station operating income excluding depreciation and
amortization for the 1996 period was $10.6 million, an increase
of $1.6 million or 17.4% from $9.0 million for the 1995 period.

Depreciation and amortization for the third quarter of 1996 and
1995 was $5.2 million and $2.4 million, respectively.  The
increase from quarter-to-quarter resulted primarily from the
acquisitions made by the Company during the fourth quarter of
1995 and the first nine months of 1996.

Operating income for the third quarter of 1996 was $9.2 million,
an increase of $3.3 million or 56.5% from $5.9 million during the
third quarter of 1995.


            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS




THE THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE THREE
MONTHS ENDED SEPTEMBER 30, 1995, Continued

Interest expense for the third quarter of 1996 and 1995 was $6.8
million and $0.4 million, respectively.  The increase in interest
expense resulted principally from the increase in the Company's
outstanding Credit Facility borrowings which are primarily
related to the Company's acquisition strategy and the issuance of
the 10 1/8% Senior Subordinated Notes and Liquid Yield Option
Notes.

The extraordinary item in the third quarter represents the write-
off of unamortized costs associated with the Company's Former
Credit Facility which was replaced by the Company's New Credit
Facility in June 1996.

Net income for the third quarter of 1996 was $0.1 million,
compared to net income of $3.5 million reported by the Company
for the third quarter of 1995. The 1996 period includes $2.1
million of income tax expense while the 1995 period includes $2.4
million of income tax expense.


CASH FLOWS

Cash flows provided by operating activities, inclusive of working
capital, were $17.7 million and $17.0 million for the nine months
ended September 30, 1996 and 1995, respectively.  Cash flows
provided by operating activities for the first nine months of
1996 resulted primarily from the add-back of $10.6 million of
depreciation and amortization together with the add-back of $3.0
million for the extraordinary loss net of ($2.5) million from the
gain on sale of radio stations together with the ($1.3) million
net change in working capital to net income of $4.7 million for
the period.  The additional $3.1 million resulted principally
from the add back of $.6 million net change in deferred taxes and
$2.5 million of non-cash interest.  Cash flows provided by
operating activities for the comparable 1995 period resulted
primarily from the add-back of $6.8 million of depreciation and
amortization together with the net change in working capital of
$2.8 million to net income of $7.8 million for the period.  The
additional ($.4) million resulted from the deferred income tax
benefit.

Cash flows used by investing activities were ($836.0) million and
($56.6) million for the nine months ended September 30, 1996 and
1995, respectively.  Investing activities include capital
expenditures of $7.5 million and $3.7 million for the first nine
months of 1996 and 1995, respectively.  Investing activities
during the first nine months of 1996 include expenditures of
$827.9 million and $7.1 million, respectively, for acquisitions,
loans made in connection with the Company's joint sales
agreements and other.  Additionally, investing activities for the
1996 period includes $6.6 million of proceeds from the sale of
radio stations WMYU-FM and WWST-FM in Knoxville.  Investing
activities during the first nine months of 1995 include
expenditures of $48.5 million and $4.4 million, respectively for
acquisitions and loans made in connection with the Company's
joint sales agreements.


            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS



CASH FLOWS, Continued


Cash flows from financing activities were $863.7 million and
$18.3 million for the nine months ended September 30, 1996 and
1995, respectively.  Cash flows provided by financing activities
during the first nine months of 1996 resulted primarily from the
$818.2 million of proceeds from the issuance of public debt,
Liquid Yield Option Notes and borrowings under the Existing
Credit Facility, together with $317.1 million in proceeds
received from the issuance of common stock net of the $248.5
million repayment of long-term debt and $21.3 million of paid
debt related finance costs.  Cash flows used from financing
activities during the comparable 1995 nine-month period resulted
primarily from the $15.1 million repurchase of the Company's
common stock net of the $33.5 million in borrowings under the
Company's Former Credit Agreement.

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.








                          SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant and Co-Registrant has each duly caused this
Report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                               JACOR COMMUNICATIONS, INC.
                                      (Registrant)
                                          and
                                    CITICASTERS INC.
                                    (Co-Registrant)




DATED:  February 3, 1997      BY  /s/ R. Christopher Weber
                                  R. Christopher Weber,
                                  Senior Vice President and
                                  Chief Financial Officer

                                 (Duly Authorized Officer and
                                  Principal Financial and
                                  Accounting Officer of Registrant
                                  and Co-Registrant)