FORM 10-Q


              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 March 31, 1999

                               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
                         Covington, KY  41011
                         Telephone (606) 655-2267



Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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



At April 29, 1999, 51,646,400 shares of common stock were
outstanding.

<PAGE>

                  JACOR COMMUNICATIONS, INC.

                             INDEX



                                                         Page
                                                        Number

PART I.  Financial Information

     Item 1. - Financial Statements

          Condensed Consolidated Balance Sheets
            as of March 31, 1999 and December 31,
            1998                                          3

          Condensed Consolidated Statements of
            Operations and Comprehensive Income
            for the three months ended March 31, 1999
            and 1998                                      4

          Condensed Consolidated Statements of
            Cash Flows for the three months ended
            March 31, 1999 and 1998                       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 6. - Exhibits and Reports on Form 8-K          22

     Signatures                                          23


<PAGE>
<TABLE>
                JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                  (In thousands, except share data)
                             (UNAUDITED)
<CAPTION>


                                               March 31,      December 31,
                                                  1999            1998
<S>                                         <C>             <C>
                     ASSETS
Current assets:
  Cash and cash equivalents                   $    14,726     $    20,051
  Accounts receivable, less allowance for
    doubtful accounts of $8,407 in 1999
    and $8,303 in 1998                            173,538         201,466
  Prepaid expenses and other                       39,719          32,796   
            Total current assets                  227,983         254,313

Property and equipment, net                       293,753         281,049 
Intangible assets, net                          2,818,653       2,749,348
Other assets                                      120,725         135,998

            Total assets                      $ 3,461,114      $3,420,708

                     LIABILITIES
Current liabilities:
  Current portion long-term debt              $    35,000      $   35,000
  Accounts payable, accrued expenses
    and other current liabilities                 153,466         128,400
          Total current liabilities               188,466         163,400

Long-term debt                                  1,279,584       1,289,574
Liquid Yield Option Notes                         308,169         306,202
Deferred tax liability                            345,478         345,478
Other liabilities                                 114,880         112,988

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:
   51,340,273 in 1999 and 51,184,217 in 1998          513             512
Additional paid-in capital                      1,129,326       1,124,057
Common stock warrants                              30,599          30,819
Accumulated other comprehensive income               -             25,428
Retained earnings                                  64,099          22,250

            Total shareholders' equity          1,224,537       1,203,066

            Total liabilities and
              shareholders' equity            $ 3,461,114      $3,420,708



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

          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
      for the three months ended March 31, 1999 and 1998
                (in thousands, except per share data)
                             (UNAUDITED)
                                  
<CAPTION>


                                                1999            1998
<S>                                         <C>              <C>

Broadcast revenue                            $219,714         $159,192       
    Less agency commissions                    25,051           17,164
       Net revenue                            194,663          142,028

Broadcast operating expenses                  139,756          107,353
Depreciation and amortization                  35,023           27,450
Corporate general and
  administrative expenses                       5,629            3,644
       Operating income                        14,255            3,581

Interest expense                              (29,909)         (23,958)   
Gain on sale of assets                         83,476             -
Other (expense) income, net                      (173)           2,479
      Income (loss) before income taxes        67,649          (17,898)

Income tax (expense) benefit                  (25,800)          11,000

      Net income (loss)                        41,849           (6,898)

Other comprehensive income
       (loss) before tax:
    Reclassification adjustment for
       gains included in net income,
       net of taxes                           (25,428)            -

    Comprehensive income (loss)              $ 16,421          $(6,898)


    Basic net income (loss)
      per common share                        $ .82            $(.14)

    Diluted net income (loss)
     per common share                         $ .70            $(.14)

    Number of common shares used
       in Basic calculation                   51,303           48,419

    Number of common shares used
       in Diluted calculation                 62,261           48,419






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

               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            for the three months ended March 31, 1999 and 1998
                           (in thousands)
                             (UNAUDITED)
                                  
                                  
<CAPTION>

     
                                                        1999         1998
<S>                                                 <C>          <C>     
     Cash flows from operating activities:
     
       Net cash provided by operating activities     $ 46,022      $19,391
     
     Cash flows from investing activities:
       Capital expenditures                            (7,713)      (4,795)
       Cash paid for acquisitions                    (114,628)     (34,485)
       Deposits on broadcast stations                  (7,656)     (23,783)
       Proceeds from sale of investments               85,502         -
     
       Net cash used by investing activities          (44,495)     (63,063)
     
     Cash flows from financing activities:
       Issuance of long-term debt                     105,000      149,539
       Common stock proceeds, net of issuance costs     3,148      244,939
       Issuance of Liquid Yield Option Notes             -         166,950
       Repayment of long-term debt                   (115,000)    (197,500)
       Payment of finance costs                          -          (7,403)
       Other                                             -           1,862
     
       Net cash (used) provided by financing
         activities                                    (6,852)     358,387
     
     Net (decrease) increase in cash and
       cash equivalents                                (5,325)     314,715
     Cash and cash equivalents at
       beginning of period                             20,051       28,724
     Cash and cash equivalents at end of period     $  14,726    $ 343,439
     
     Supplemental schedule of non-cash investing
       and financing activities:
      Fair value of assets exchanged, net of cash         -      $ 70,000
     Liabilities assumed in acquisitions                  -         2,687








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

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


1.   FINANCIAL STATEMENTS

     The December 31, 1998 condensed 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 condensed consolidated financial
     statements be read in conjunction with the consolidated
     financial statements for the year ended December 31, 1998 and
     the notes thereto.
     
2.   CLEAR CHANNEL MERGER

     On October 8, 1998 the Company entered into a definitive merger
     agreement with Clear Channel Communications, Inc. ("Clear
     Channel") for a tax-free, stock for stock transaction (the
     "Merger" or the "Clear Channel Merger").
     The Company and Clear Channel expect to consummate the Merger
     at the close of business May 4, 1999 or shortly thereafter.
     Pursuant to terms of the agreement, each share of Jacor common
     stock will be exchanged for 1.1573151 shares of Clear Channel
     common stock assuming a close on May 4, 1999.
     
     Upon consummation of the Merger, a change in control event will
     have occurred with respect to covenants in the Company's credit
     facility, liquid yield option notes and each outstanding issue
     of the senior subordinated notes.  Such change in control would
     give the credit facility lenders the right to require repayment
     of amounts borrowed under the facility, and require the Company
     to offer repayment of the senior subordinated notes at 101% of
     the principal amount and the liquid yield option notes at their
     issue price plus accrued original issue discount at such date.
     
     As a result of the Merger, all options and stock appreciation
     rights for Jacor common stock not vested at the effective time
     of the Merger become fully vested and exercisable one day
     before the effective time of the Merger.  Clear Channel will
     assume all of these options and stock appreciation rights on
     the same terms and conditions as were applicable prior to the
     effective time of the Merger.  The holders may exercise such
     options and stock appreciation rights for or with respect to
     shares of Clear Channel common stock at an exercise price
     adjusted to reflect the exchange ratio of the Merger.
     
     In August 1998, the Company entered into an advisory agreement
     with Equity Group Investments, Inc. ("EGI"), an affiliate of
     the Company's largest stockholder, the Zell/Chilmark Fund L.P.,
     whereby the Company agreed to pay EGI a fee equal to .75% of
     the equity value of the Company, as defined in the advisory
     agreement, on any change in control event.
<PAGE>
     
     
             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS







3.   ACQUISITIONS AND DISPOSITIONS
     
     Completed Radio Station Acquisitions
     
     January Transactions

     The Company acquired KEZY-FM and KORG-AM in Anaheim, California
     from ML Media Partners for $30.1 million in cash, of which $3.0
     million was placed in escrow in 1998.
     
     The Company acquired KBKB-AM and KBKB-FM in Ft. Madison, Iowa
     from Talley Broadcasting for approximately $0.9 million in
     cash.
     
     The Company acquired KBET-AM in Los Angeles, California from
     Saddleback Broadcasting for $3.0 million in cash, of which $0.3
     million was placed in escrow in 1998.
     
     The Company acquired the stock of WTTF, Inc., owner of WTTF-AM
     and WTTF-FM in Tiffin, Ohio for $2.4 million in cash, of which
     approximately $0.1 million was placed in escrow in 1998.
     
     The Company acquired KZSF-FM in San Francisco, California from
     KZSF Broadcasting for $16.5 million in cash, of which $0.8
     million was placed in escrow in 1998.


     February Transactions

     The Company acquired KFYR-AM and KYYY-FM in Bismarck, North
     Dakota from Meyers Broadcasting for $4.8 million in cash, of
     which approximately $0.5 million was placed in escrow in 1998.
     
     The Company acquired WIKX-FM, WCCF-AM, and WCVU-FM in Punta
     Gorda, Florida from Intermart Broadcasting for approximately
     $7.8 million in cash, of which $0.4 million was placed in
     escrow in 1998.
     
     The Company acquired KVKI-FM, KRUF-FM, KITT-FM, KEEL-AM and
     KWKH-AM in Shreveport, Louisiana from Progressive Broadcasting
     for $24.0 million in cash, of which $2.3 million was placed in
     escrow in 1998.
     
<PAGE>     
     
     
     
     
     
     
     
             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






3.   ACQUISITIONS AND DISPOSITIONS, Continued
     
     March Transactions

     The Company acquired WDFM-FM and low-powered television station
     WDFM in Defiance, Ohio from Lankenau Media Network for $4.0
     million in cash.
     
     The Company acquired WKST-AM and WKST-FM in New Castle,
     Pennsylvania from Great Scott Broadcasting for $2.5 million in
     cash.
     
     The Company acquired WKBN-AM and WKBN-FM in Youngstown, Ohio
     from WKBN Broadcasting for $11.0 million in cash, of which
     approximately $2.6 million was placed in escrow in 1997.
     
     The Company acquired KLLP-FM (formerly KRSS-FM) in Pocatello,
     Idaho from CSN International for approximately $0.8 million in
     cash, of which approximately $0.1 million was placed in escrow
     in 1998.
     
     The Company acquired KCKC-AM in San Bernadino, California from
     All Pro Broadcasting for $3.0 million in cash, of which
     approximately $0.2 million was placed in escrow in 1998.
     
     The Company acquired WBEX-AM in Chillicothe, Ohio from Secret
     Communications for $0.1 million in cash.
     
     Pro Forma Results of Operations

     The Company's 1999 completed acquisitions both individually and
     in the aggregate are immaterial to the Company's results of
     operations.  Assuming the Company's significant acquisitions in
     1998 were completed as of January 1, 1998, unaudited pro forma
     consolidated results of operations would have been as follows
     (in thousands except per share amounts):
     
                                                  Pro forma (Unaudited)
                                                   Three Months Ended
                                                       March 31,
                                                         1998
     
     Net revenue                                      $ 162,453
     Loss before extraordinary items                  $  (7,375)
     Diluted loss per common share
       before extraordinary items                     $   (0.14)
     
     These unaudited pro forma amounts do not purport to be
     indicative of the results that might have occurred if the
     foregoing transactions had been consummated on the indicated
     dates.
     
     Radio Station Acquisitions and Dispositions Completed
     Subsequent to March 31, 1999
     
     The Company completed the acquisitions of four radio stations
     in two new broadcast areas and one existing broadcast area for
     $4.4 million in cash, of which approximately $0.2 million was
     placed in escrow in 1998.
     
     The Company completed the disposition of one radio station for
     $5.0 million in cash.
     
<PAGE>                             
             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS






3.   ACQUISITIONS AND DISPOSITIONS, Continued
     
     Pending Radio Station Acquisitions and Dispositions
     
     The Company has entered into agreements to purchase the FCC
     licenses and substantially all of the broadcast assets of 15
     radio stations in six of the Company's existing broadcast areas
     and three new broadcast areas for approximately $166.6 million
     in cash, of which approximately $9.4 million has been placed in
     escrow.  The Company has also entered into agreements to
     exchange the FCC licenses and substantially all of the
     broadcast assets of six radio stations in two broadcast areas,
     valued at approximately $103.0 million.
     

4.   SUBSIDIARY GUARANTORS

     The Company's 10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes, and 8%
     Notes (the "Notes") are obligations of JCC, and are jointly and
     severally, fully and unconditionally guaranteed on a senior
     subordinated basis by Jacor and by all of the Company's
     subsidiaries (the "Subsidiary Guarantors").  JCC is a wholly-
     owned subsidiary of Jacor and the Subsidiary Guarantors are
     wholly-owned subsidiaries of JCC.  Separate financial
     statements of JCC and each of the Subsidiary Guarantors are not
     presented because Jacor believes that such information would
     not be material to investors.  The direct and indirect non-
     guarantor subsidiaries of Jacor are inconsequential, both
     individually and in the aggregate.  Additionally, there are no
     current restrictions on the ability of the Subsidiary
     Guarantors to make distributions to JCC, except to the extent
     provided by law generally.  JCC's credit facility and the terms
     of the indentures governing the Notes do restrict the ability
     of JCC and of the Subsidiary Guarantors to make distributions
     to the Registrant.
     
     Summarized financial information with respect to Jacor, JCC and
     with respect to the Subsidiary Guarantors on a combined basis
     as of March 31, 1999 and for the three months ended March 31,
     1999 and 1998 is as follows:
<TABLE>
<CAPTION>
     
                                   Jacor                   ____       JCC__    _____
                           March 31,    March 31,           March 31,      March 31,
                             1999         1998                1999           1998
<S>                       <C>          <C>                <C>             <C>
Operating Statement
Data (in thousands):
Net revenue                   -            -                    -              -
Equity in earnings
  of subsidiaries       $   (5,951)  $   (5,484)          $  (5,696)     $   (6,463)
Operating loss             (12,127)      (9,398)             (5,696)         (6,463)
Income (loss) before
  extraordinary items       41,849       (6,898)             (5,951)         (5,484)
Net income (loss)           41,849       (6,898)             (5,951)         (5,484)

Balance Sheet Data
(in thousands):
Current assets          $    4,011                       $   21,243
Non-current assets       1,670,913                        2,969,982
Current liabilities         43,071                           19,980
Non-current
  liabilities              407,317                        2,304,017
Shareholders' equity     1,224,536                          667,228

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




4.   SUBSIDIARY GUARANTORS, Continued
<TABLE>
<CAPTION>
                              Jacor                   ___  ___       JCC__    _____
                           March 31,    March 31,           March 31,      March 31,
                             1999         1998                1999           1998
<S>                      <C>          <C>                 <C>            <C>
Statement of Cash
Flow Data (in thousands):

Operating activities     $  (5,900)    $  (3,644)          $     330      $    2,670
Investing activities        84,653        (1,274)           (122,284)        (58,268)
Financing activities       (78,753)      167,076             116,629         200,057
Net change in cash and
  cash equivalents            -          162,158              (5,325)        144,459
Cash and cash equivalents
  at beginning of period      -             (613)             20,051          29,337
Cash and cash equivalents
  at end of period            -          161,545              14,726         173,796

</TABLE>
                                       Combined
                                 Subsidiary Guarantors
                                March 31,     March 31,
                                  1999          1998
Operating Statement
Data (in thousands):

Net revenue                    $  194,663    $  142,664
Equity in earnings
  of subsidiaries                    -             -
Operating income                   20,431         7,495
Loss before
  extraordinary items              (5,696)       (6,463)
Net loss                           (5,696)       (6,463)

Balance Sheet Data
(in thousands):

Current assets                 $  202,729
Non-current assets              3,258,385
Current liabilities                90,416
Non-current
  liabilities                   2,146,162
Shareholders' equity            1,224,536


Statement of Cash Flow
Data (in thousands):

Operating activities           $   51,592    $   20,365
Investing activities               (6,864)       (3,521)
Financing activities              (44,728)       (8,746)
Net change in cash and
  cash equivalents                   -            8,098
Cash and cash equivalents
  at beginning of period             -             -
Cash and cash equivalents
  at end of period                   -            8,098

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






5.   EARNINGS PER SHARE

     The following is a reconciliation of the numerators and
     denominators of
     the basic and diluted earnings per share ("EPS")
     computations for income before extraordinary items for the
     three months ended March 31, 1999 and 1998 (in thousands
     except per share amounts):
     
                                              Three Months Ended
                                               1999        1998
     
     Net income (loss) for basic EPS         $41,849    $ (6,898)
     LYONs interest expense, net of tax        1,906        -
     Net income (loss) for diluted EPS       $43,755    $ (6,898)
     
     Weighted average
       shares - basic                         51,303      48,419
     
     Effect of dilutive securities:
       Stock options                           1,661        -
       Warrants                                2,817        -
       LYONs                                   6,097        -
       Other                                     383        -
     
     Weighted average
       shares - diluted                       62,261      48,419
     
     Net income (loss) per common share:
       Basic                                 $ 0.82      $ (0.14)
       Diluted                               $ 0.70      $ (0.14)
                                
     
     The Company's 1996 Liquid Yield Option Notes and 1998 Liquid
     Yield Option Notes (collectively, the "LYONs") can be
     converted into approximately 6.1 million shares of common
     stock at the option of the holder.  Assuming conversion of
     the LYONs for the three months ended March 31, 1998 would
     result in a decrease in the diluted net loss per share
     amount, therefore the LYONs are not included in the
     computation of diluted EPS.

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








6.   SEGMENT INFORMATION

     The Company operates in a single reportable segment, radio,
     which derives its revenue from the sale of commercial
     broadcast inventory.  The radio segment includes all of the
     Company's radio stations owned or operated and Premiere, a
     radio syndication business.  The Company also aggregates
     into the category "other", one television station and
     several broadcast related businesses that provide market
     research, traffic reporting and satellite connectivity.
     Intersegment sales consist primarily of license fees for
     syndicated programming and broadcast services provided to
     the Company's radio stations.  Intersegment revenues are
     recorded at market value.
     
     No single customer provides more than 10% of the Company's
     revenues, and the Company derives less than 10% of its
     revenues from markets outside of the U.S.
     
     "Broadcast cash flow" means operating income before
     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 entities to other
     broadcast companies.  Broadcast cash flow is also a key
     factor in the Company's assessment of performance.
     Broadcast cash flow should not be considered an alternative
     to net income or operating income as an indicator of the
     Company's overall performance.
     
     Financial information for the Company's business segment is
     as follows (in thousands):

<TABLE>
<CAPTION>     
Quarter ended March 31, 1999      Radio     Other   Corporate  Eliminations  Consolidated
<S>                           <C>         <C>       <C>        <C>           <C>
Net broadcast revenue         $ 182,801   $ 14,290       -       $  (2,428)   $ 194,663
Broadcast operating expenses    129,731     12,648   $   (250)      (2,373)     139,756
Broadcast cash flow              53,070      1,642        250          (55)      54,907
Corporate expenses                 -          -         5,629         -           5,629
Depreciation                      6,346        915        183         -           7,444
Amortization                     26,076      1,164        342           (3)      27,579
Operating income (loss)          20,648       (437)    (5,904)         (52)      14,255

Capital expenditures              6,624        240        849         -           7,713
Radio station and other
  acquisitions                  122,284       -          -            -         122,284
Total assets                  3,050,576    257,504    177,485      (24,451)   3,461,114

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







6.   SEGMENT INFORMATION, Continued
<TABLE>
<CAPTION>

Quarter ended March 31, 1998      Radio     Other   Corporate  Eliminations  Consolidated
<S>                           <C>         <C>       <C>        <C>           <C>
Net broadcast revenue         $ 127,746   $ 15,335       -        $ (1,053)    $ 142,028
Broadcast operating expenses     96,417     11,989       -          (1,053)      107,353
Broadcast cash flow              31,329      3,346       -            -           34,675
Corporate expenses                 -          -      $  3,644         -            3,644
Depreciation                      4,610        838        288         -            5,736
Amortization                     20,394        991        329         -           21,714
Operating income (loss)           6,325      1,517     (4,261)        -            3,581

Capital expenditures              2,582        939      1,274         -            4,795
Radio station and other
  acquisitions                   58,268       -          -            -           58,268
Total assets                  2,301,709    198,826    467,858       (3,354)    2,965,039

</TABLE>
<PAGE>



              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                                   
                                   
                                   
                                   
                                   

Item 2.  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 3.

This report includes certain forward-looking statements within the
meaning of Section 27A of the Securities Act.  When used in this
report, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements.  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 as a result of the matters discussed in
this report generally.  The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking
statements that may be made to reflect any future events or
circumstances.

LIQUIDITY AND CAPITAL RESOURCES

CLEAR CHANNEL MERGER

On October 8, 1998 the Company entered into a definitive merger
agreement with Clear Channel Communications, Inc. ("Clear Channel")
for a tax-free, stock for stock transaction (the "Merger" or the
"Clear Channel Merger").  The Company and Clear Channel expect to
consummate the Merger at the close of business May 4, 1999 or shortly
thereafter.  Pursuant to terms of the agreement, each share of Jacor
common stock will be exchanged for 1.1573151 shares of Clear Channel
common stock assuming a close on May 4, 1999.

Upon consummation of the Merger, a change in control event will have
occurred with respect to the Company's credit facility, liquid yield
option notes and the senior subordinated notes.  Such change in
control would give the credit facility lenders the right to require
repayment of amounts borrowed under the facility, and require the
Company to offer repayment of the senior subordinated notes at 101% of
the principal amount and the liquid yield option notes at their issue
price plus accrued original issue discount at such date.

<PAGE>
              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
LIQUIDITY AND CAPITAL RESOURCES, Continued

As a result of the Merger, all options and stock appreciation rights
for Jacor common stock not vested at the effective time of the Merger
become fully vested and exercisable one day before the effective time
of the Merger.  Clear Channel will assume all of these options and
stock appreciation rights on the same terms and conditions as were
applicable prior to the effective time of the Merger.  The holders may
exercise such options and stock appreciation rights for or with
respect to shares of Clear Channel common stock at an exercise price
adjusted to reflect the exchange ratio of the Merger.

Additionally, the Merger will result in each holder of the Company's
common stock warrants becoming entitled to exercise such warrants for
shares of Clear Channel common stock instead of Jacor common stock.
Upon the exercise of such warrants after the Merger, the holders of
such warrants will receive that number of shares of Clear Channel
common stock that the holder would have received if he or she had
exercised such warrants for shares of Jacor common stock immediately
prior to the effective time of the Merger, as adjusted to reflect the
exchange ratio of the Merger.


Financing Activities

Cash used by financing activities for the first three months of 1999
was $6.8 million compared to $358.4 million provided by financing
activities for the first three months of 1998.


<PAGE>


              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                                   
                                   
                                   
                                   
                                   
                                   
LIQUIDITY AND CAPITAL RESOURCES, Continued

Credit Facilities

The Company has a $1.15 billion credit facility (the "Credit
Facility") with a syndicate of banks and other financial institutions.
The Credit Facility provides loans to the Company in two components:
(i) a reducing revolving credit facility (the "Revolving Credit
Facility") of up to $750 million under which the aggregate commitments
will reduce on a semi-annual basis commencing in June 2000; and (ii) a
$400 million amortizing term loan (the "Term Loan")that would reduce
on a semi-annual basis commencing in December 1999.  The Term Loan and
the Revolving Credit Facility expire on December 31, 2004.  Amounts
repaid or prepaid under the Term Loan may not be reborrowed.  The
Credit Facility bears interest at a rate that fluctuates, with an
applicable margin ranging from 0.00% to a maximum of 1.75%, based on
the Company's ratio of total debt to earnings before interest, taxes,
depreciation and amortization for the four consecutive fiscal quarters
then most recently ended (the "Leverage Ratio"), plus a bank base rate
or a Eurodollar base rate, as applicable.  At April 29, 1999, the
average interest rate on Credit Facility borrowings was 7.75%. The
Company pays interest on the unused portion of the Revolving Credit
Facility at a rate ranging from 0.250% to 0.375% per annum, based on
the Company's Leverage Ratio.
                                   
As of April 29, 1999, the Company had $400 million of outstanding
indebtedness under the Term Loan, $450 million of outstanding
indebtedness under the Revolving Credit Facility, and available
borrowings of $300 million.

Investing Activities

Cash flows used for investing activities were $44.5 million for the
first three months of 1999 as compared to $63.1 million for the first
three months of 1998.  The variations from year to year are related to
station acquisition activity, as described below.

Completed Acquisitions

During the first quarter of 1999, the Company acquired the stock of
one and the assets of 25 radio stations and one low-power television
station in four of the Company's existing broadcast areas and ten new
broadcast areas for cash consideration of approximately $110.8
million, of which approximately $10.2 million was placed in escrow in
1997 and 1998.  These acquisitions were funded through borrowings
under the Credit Facility.

Acquisitions and Dispositions Completed Subsequent to March 31, 1999

The Company completed the acquisitions of four radio stations in two
new broadcast areas and one existing broadcast area for $4.4 million
in cash, of which approximately $0.2 million was placed in escrow in
1998.

The Company completed the disposition of one radio station for $5.0
million in cash.

<PAGE>

              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                                   
                                   




LIQUIDITY AND CAPITAL RESOURCES, Continued

Pending Radio Station Acquisitions and Dispositions

The Company has entered into agreements to purchase the FCC licenses
and substantially all of the broadcast assets of 15 radio stations in
six of the Company's existing broadcast areas and three new broadcast
areas for approximately $166.6 million in cash, of which approximately
$9.4 million has been placed in escrow.  The Company has also entered
into agreements to exchange the FCC licenses and substantially all of
the broadcast assets of six radio stations in two broadcast areas,
valued at approximately $103.0 million.

The Company expects all financing of its pending acquisitions will be
provided by Clear Channel.  In the event that the Clear Channel Merger
would not be consummated as expected, the Company will have available
borrowings under the Revolving Credit Facility to fund all
acquisitions.

Capital Expenditures

The Company had capital expenditures of $7.7 million and $4.8 million
for the three months ended March 31, 1999 and 1998, respectively.  The
Company's capital expenditures consist primarily of broadcasting
equipment, tower upgrades, and purchases related to the Company's plan
to replace and upgrade business, programming, and connectivity
technology.

Operating Activities

For the three months ended March 31, 1999, cash flow provided by
operating activities was $46.0 million, as compared to $19.4 million
for the three months ended March 31, 1998.  The change is primarily
due to an increase in operating income related to acquisitions.

RESULTS OF OPERATIONS

The Company operates in one reportable segment - Radio.  At March 31,
1999, the radio segment includes 240 radio stations in 67 broadcast
areas and Premiere.  Substantially all revenues of each broadcast area
and Premiere is generated from the sale of commercial broadcast
inventory.  Aggregated segments included in the caption "other"
includes one television station and various broadcast related
businesses that provide services such as market research, satellite
connectivity and traffic reporting.

The Company's management evaluates each broadcast area's performance
based on operating income before corporate expenses, interest expense,
income taxes, gains or losses and miscellaneous expenses.  Specific
industry related performance measures also reviewed by management
include "Broadcast Cash Flow", which excludes depreciation and
amortization from the operating income measurement defined above.
Intersegment sales consist primarily of license fees for syndicated
programming and other broadcast services provided to the Company's
radio stations.  Intersegment revenues are recorded at market rates.

<PAGE>

              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                                   
                                   




LIQUIDITY AND CAPITAL RESOURCES, Continued


Financial information for the Company's segments is as follows (in
thousands):


                                                Favorable
                                               (Unfavorable)
For the quarter ended March 31,         1999      Change      1998

Net revenues:
 Radio                              $  182,801     43.1%  $  127,746
 Other                                  11,862    (16.9%)     14,282
 Total net revenues                 $  194,663     37.1%  $  142,028
Broadcast operating expenses:
 Radio                              $  129,731    (34.6%) $   96,417
 Other                                  10,025      8.3%      10,936
 Total broadcast operating expenses $  139,756    (30.2%) $  107,353
Broadcast cash flow:
 Radio                              $   53,070     69.4%  $   31,329
 Other                                   1,837    (45.1%)      3,346
 Total broadcast cash flow          $   54,907     58.3%  $   34,675
Depreciation & amortization:
 Radio                              $   32,422    (29.7%) $   25,004
 Other                                   2,076    (13.5%)      1,829
 Corporate                                 525     14.9%         617
 Total depreciation & amortization  $   35,023    (27.6%) $   27,450
Operating income (loss) before
 Corporate general and
 administrative expense:
 Radio                              $   20,648    226.5%  $    6,325
 Other                                    (239)  (115.8%)      1,517
 Corporate                                (525)    14.9%        (617)
 Subtotal                               19,884    175.2%       7,225
Corporate general and administrative
 expense:                               (5,629)   (54.5%)     (3,644)
Net operating income                $   14,255    298.1%  $    3,581


Other Consolidated Statements of
Operations Data:
Interest expense                    $  (29,909)   (24.8%) $  (23,958)
Gain on sale of assets              $   83,476       -    $     -
Income tax (expense) benefit        $  (25,800)  (334.5%) $   11,000
Net income (loss)                   $   41,849    706.7%  $   (6,898)

Other Consolidated Financial
Statement Data:
Capital expenditures                $    7,713     60.9%  $    4,795
Radio station and other
 acquisitions                       $  114,628    232.4%  $   34,485
Total assets                        $3,461,114     16.7%  $2,965,039

<PAGE>

              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                                   
                                   





LIQUIDITY AND CAPITAL RESOURCES, Continued

Discussion of Radio Segment Financial Statement Changes

The increase in net revenue from 1998 to 1999 is due primarily to
revenue generated at those properties owned or operated during 1999,
but not during the comparable 1998 period. On a "same station" basis -
reflecting results from stations operated since January 1, 1998 -
broadcast revenue increased $19.7 million or 12.8%, from $154.5
million in 1998 to $174.2 million in 1999.  The increase is due in
part to favorable ratings and a strong advertising environment.

The increase in radio broadcast operating expenses from 1998 to 1999
is due primarily to expenses incurred at those properties owned or
operated during 1999 but not during the comparable 1998 period.  "Same
station" broadcast expenses increased by $6.1 million or 5.9% from
$104.2 million in 1998 to $110.3 million in 1999.  The increases
between years was the result of increased payroll, programming and
selling costs.

Depreciation and amortization expense increased from 1998 to 1999 due
to acquisitions made during 1998 and the first three months of 1999.

Operating income increased from 1998 to 1999 as a result of the
acquisitions made throughout 1998 and 1999, and to a lesser extent,
increases in "same station" operating performance.

Discussion of Other Statement of Operations Data

Interest expense increased from 1998 to 1999 due to increases in
outstanding debt incurred in connection with the Company's
acquisitions.

The gain on sale of assets in 1999 resulted primarily from the sale of
an investment in a marketable equity security.

Income tax expense for the first quarter of 1999 was $25.8 million,
compared to income tax benefit of $11.0 million for the first quarter
of 1998.  Excluding the effect of the Company's gain on sale of
investments, the effective tax rate for the first quarter of 1999 was
lower than that for the comparable 1998 period due to higher pre-tax
earnings estimated for the 1999 year.

<PAGE>

              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                                   
                                   







RESULTS OF OPERATIONS, Continued

Year 2000 Computer System Compliance

The year 2000 issue (Y2K) is the result of computer programs written
with date sensitive codes that contain two digits (rather than four)
to define the year.  As the year 2000 approaches, certain computer
systems may be unable to accurately process certain date-based
information as the program may interpret the year 2000 as 1900.  In
connection with this date change, the Company's management has
developed a formal, enterprise-wide strategic plan to ensure that
computer systems are Y2K compliant.  The Company's compliance plan has
four phases consisting of awareness, assessment, remediation and
testing.  The Company is in various stages of completing each phase as
a result of its continued growth through acquisitions.

The Company has substantially completed the Y2K assessment phase of
its computer, broadcast and environmental systems, redundant power
systems and other critical systems including: (i) digital audio
systems (ii) traffic scheduling and billing systems (iii) accounting
and financial reporting systems, and (iv) local and wide area
networking infrastructure.  Various insignificant systems and other
immaterial acquisitions are still in the assessment phase, which will
be completed throughout the second quarter of 1999.  The Company has
also completed formal communication with all of its key business
partners to identify their exposure to the year 2000 issue. Key
business partners include local and national advertisers, suppliers of
communications services, financial institutions and suppliers of
utilities.  This part of the assessment has targeted external risks
related to Y2K and is still in process and will be completed by the
end of the second quarter of 1999.   External risks identified through
the assessment phase include loss of power and communication links
that are not subject to the Company's control.  The Company is in the
process of developing power and communications contingency plans for
each broadcast area. This is expected to be completed by the fourth
quarter of 1999.

The remediation phase is approximately 75% complete for critical
systems within the Company's control.  Activities in this phase
include the actual repair, replacement, or upgrade of the Company's
systems based on the findings of the assessment phase.  Systems still
in the remediation phase include various traffic systems and
transmission equipment; however, the Company has identified and
decided on Y2K compliant versions to upgrade or replace existing
hardware and software.  This remediation process for critical systems
will be completed by the end of the second quarter of 1999.  Other non-
critical systems are also in the remediation phase and will not
require the expenditure of significant resources.  Remediation of
these systems will be completed after the critical systems by the end
of the third quarter of 1999.

<PAGE>
              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                                   
                                   







RESULTS OF OPERATIONS, Continued


The final project phase, the testing phase, will include the actual
testing of the enhanced and upgraded systems and will be completed by
the end of the third quarter of 1999.  This process includes internal
and external user review and confirmation, as well as unit testing and
integration testing with other systems interfaces.  Certain critical
systems have already been successfully tested after remediation, and
such remediation can be applied to other systems where needed.  Based
on the Company's knowledge of its critical systems and other certified
Y2K compliant industry specific software (i.e., traffic systems)
significant contingency planning for such systems is not anticipated
to be needed, but will be developed in a timely manner, if necessary.

The Company anticipates minimal business disruption from both external
and internal factors.  However, possible risks include, but are not
limited to, loss of power and communication links which are not
subject to the Company's control.  The Company believes that its Y2K
compliance issues will be resolved on a timely basis and that any
related costs will not have a material impact on the Company's
operations, cash flows, or financial condition of future periods.  The
costs incurred in the assessment phase are primarily internal costs,
which have been expensed as incurred and are immaterial.  Internal
costs will continue to be expensed as incurred and will not be
significantly greater than those incurred in 1998.  Costs in the
remediation phase include replacement of certain computer hardware and
software, are not expected to be material and are included in the
capital expenditures of the Company.

<PAGE>




              JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   
                      PART II - OTHER INFORMATION
                                   
                                   
                                   

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits


Number    Description                                            Page


10.1(+)     Jacor Communications, Inc. Deferred Compensation
            Plan dated June 1, 1998                               24

27          Financial Data Schedule                               37

__        _________


(+)  Management Contracts and Compensatory Arrangements.

(b)  Reports on Form 8-K

          The following Form 8-K/A was filed during the first quarter
          of 1999:
     
          Form 8-K/A dated February 23, 1999.  This Form 8-K/A was
          filed to amend Nationwide Communications, Inc.'s year-end
          audited financial information and unaudited pro forma
          financial information for the year ended December 31, 1997.
          Jacor's acquisition of Nationwide was previously reported in
          its Form 8-Ks filed on November 4, 1997 and January 5, 1998,
          as amended on January 20, 1998, April 30, 1998 and August
          14, 1998.
     
<PAGE>                              
                                   







                          SIGNATURES


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


                               JACOR COMMUNICATIONS, INC.
                                      (Registrant)





DATED:  May 4, 1999           BY  /s/ R. Christopher Weber
                                   R. Christopher Weber,
                                 Senior Vice President and
                                  Chief Financial Officer

<PAGE>




                                                  Exhibit 10.1












                   JACOR COMMUNICATIONS, INC.

                  DEFERRED COMPENSATION  PLAN

                 (Effective as of June 1, 1998)
























<PAGE>

                   JACOR COMMUNICATIONS, INC.
                   DEFERRED COMPENSATION PLAN


                          INTRODUCTION

     Jacor Communications, Inc. recognizes the unique qualifications of its
executive  officers and the valuable services they provide and  desires  to
establish  a plan to provide an incentive for executive officers  to  defer
compensation.   This  Plan  is  intended  to  be  an  unfunded  arrangement
maintained  by  Jacor Communications, Inc. established for the  purpose  of
providing  deferred compensation primarily for a select group of management
or highly compensated employees as described in sections 201(2), 301(a)(3),
and 401(a)(1) of ERISA.

     Jacor  Communications,  Inc. hereby adopts the  Jacor  Communications,
Inc.  Deferred  Compensation Plan effective June  1,  1998  as  hereinafter
provided.   The  rights of any person whose status as an  employee  of  the
Company  has  terminated shall be determined pursuant to  the  Plan  as  in
effect  on the date such employee terminates, unless a subsequently adopted
provision of the Plan is made specifically applicable to such person.



                                 ARTICLE I
                                DEFINITIONS


1.1   "Accrued  Benefit"  means  the total of  the  Participant's  Deferred
Compensation Account and Matching Contribution Account.

1.2   "Beneficiary" means the person or entity who is entitled  to  receive
the  distribution, if any, payable under the Plan upon a Covered Employee's
death.   Each  Covered Employee may designate a Beneficiary  in  a  writing
filed  with  the  Company on a form satisfactory  to  the  Committee.   Any
designation of a Beneficiary filed for purposes of the Plan may be  revoked
at  any  time  and another designation may be made by the Covered  Employee
without the consent of any person.

1.3   "Board"  means the Board of Directors of the Company, as  constituted
from time to time.  Such Board of Directors may authorize any committee  of
the  Board  or  any  other person or committee to act on  its  behalf  with
respect to matters described in the Plan that require Board action.

1.4   "Code" means the Internal Revenue Code of 1986, as amended from  time
to time, and regulations relating thereto.

<PAGE>

1.5   "Committee" means the committee appointed by the Board to  administer
the Plan pursuant to Article VII herein.

1.6  "Company" means Jacor Communications, Inc., a Delaware corporation, or
any  successor thereto, including any successor to substantially all of its
assets that adopts and assumes the Plan at the time of transfer.

1.7  "Compensation" means, with respect to a Plan Year, the total amount of
base  salary and wages paid by the Company to a Covered Employee  or  which
would  otherwise be paid but for a deferral election under this Plan, under
the Retirement Plan, or under a plan subject to section 125 of the Code.

1.8   "Compensation  Limit"  means, with respect  to  any  Plan  Year,  the
applicable compensation limitation set forth in section 401(a)(17)  of  the
Code  (as  adjusted  as  provided therein), or any corresponding  successor
provision.

1.9   "Covered Employee" means any executive officer of the Company who has
Retirement Plan Earnings in excess of the Compensation Limit.

1.10 "Deferred Compensation Account" means the account to be established by
the  Company as a book reserve on behalf of each Participant to reflect the
amounts deferred by a Participant under Article II, as adjusted by earnings
(or losses) under Article IV.

1.11  "Deferred Compensation Agreement" means the form described in Article
II of the Plan.

1.12 "Effective Date" means June 1, 1998.

1.13 "ERISA" means the Employee Retirement Income Security Act of 1974,  as
     amended.

1.14 "Investment Funds" mean such  investment funds that the Committee may,
in  its  discretion, make available in determining the earnings (or losses)
on a Participant's Accrued Benefit under Article IV.

1.15 "Matching Contribution Account" means the account to be established by
the  Company as a book reserve on behalf of each Participant to reflect the
matching  contributions by the Company on behalf of the  Participant  under
Article  III,  as adjusted by earnings (or losses) under Article  IV.   The
Committee  may  determine  that  the  segregated  accounting  for  matching
contributions  is not necessary, in which event, all matching contributions
will  be  accounted for as part of the Participant's Deferred  Compensation
Account  and all references herein to a Matching Contribution Account  will
be  deemed  to  be  a reference to the Participant's Deferred  Compensation
Account.

<PAGE>


1.16  "Participant"  means a Covered Employee (or the  Beneficiary  of  any
deceased Covered Employee) entitled to any Accrued Benefit under the Plan.

1.17 "Plan" means the Jacor Communications, Inc. Deferred Compensation Plan
as set forth in this document, and as may be amended hereafter.

1.18 "Plan Year" means initially the period beginning on the Effective Date
and ending on December 31, 1998, and thereafter means the calendar year.

1.19 "Retirement Plan" means the Jacor Communications, Inc. Retirement Plan
as  in  effect  on the Effective Date and as subsequently amended,  or  any
successor or replacement plan for such Retirement Plan.

1.20  "Retirement Plan Earnings" means the Covered Employee's earnings  for
benefit accrual purposes under the Retirement Plan, as defined therein, but
without giving effect to the Compensation Limit.

1.21  "Retirement Plan Match" means, with respect to any plan year  of  the
Retirement Plan, the maximum amount of matching contributions that could be
made by the Company to the Retirement Plan on behalf of a Covered Employee,
taking  into  account  the  rate of match, the percentage  of  compensation
deferred that generates a match, and the Compensation Limit.

1.22  "Trust" means the trust established by the Jacor Communications, Inc.
Rabbi  Trust  Agreement between the Company and Smith Barney Private  Trust
Company, or any successor thereto under the terms of such Trust Agreement.

<PAGE>



                                ARTICLE II
                             DEFERRAL ELECTIONS


2.1   General.  For each Plan Year, a Covered Employee may elect to have  a
portion  of his Compensation in excess of the Compensation Limit (expressed
as  a specified dollar amount or a whole percentage of his Compensation  in
excess  of  the Compensation Limit) deferred and credited to  his  Deferred
Compensation Account by entering into a Deferred Compensation Agreement  in
the manner provided in Section 2.2.

     A Covered Employee who elects to have a portion of his Compensation in
excess  of  the  Compensation Limit deferred and credited to  his  Deferred
Compensation Account shall be required, as a condition to participation  in
the  Plan  during  such Plan Year, to elect to make the maximum  before-tax
contributions  to  the Retirement Plan permitted under  the  terms  of  the
Retirement Plan and the Code.

2.2   Deferred  Compensation  Agreement.  A Covered  Employee  desiring  to
exercise  an  election  under Section 2.1 shall file  with  the  Company  a
Deferred  Compensation  Agreement  in  such  form  as  the  Committee   may
prescribe.  Such election may not be changed during the Plan Year; provided
however,  at  any  time  during the Plan Year  such  Covered  Employee  may
discontinue  deferrals by revoking his election for the  remainder  of  the
Plan Year.  A Deferred Compensation Agreement shall be authorization to the
Company to defer a portion of the Covered Employee's Compensation in excess
of  the  Compensation  Limit and shall provide  that  his  Compensation  be
reduced by equal amounts for each payroll period during the Plan Year or in
such other manner as permitted by the Committee.

2.3    Time  of  Election.   A  Covered  Employee's  Deferred  Compensation
Agreement must be delivered to the Employer prior to the beginning of  each
Plan Year by such date as the Committee shall specify.  Notwithstanding the
foregoing, for the 1998 Plan Year only, a Covered Employee may deliver  his
Deferred Compensation Agreement to the Company at any time before  June  1,
1998,  to be effective only with respect to Compensation earned on or after
June 1, 1998.

     An  employee  of the Company who becomes a Covered Employee  during  a
Plan  Year  and who wishes to enter into a Deferred Compensation  Agreement
must deliver the Deferred Compensation Agreement to the Company within  the
30-day  period  following the day he becomes a Covered Employee,  but  only
with   respect  to  Compensation  earned  after  the  date  such   Deferred
Compensation Agreement is delivered to the Company.

<PAGE>

2.4  Commencement of Deferrals.  A Deferred Compensation Agreement shall be
     effective for
  the  entire  Plan  Year to which it relates, but  only  with  respect  to
Compensation of the Covered Employee earned for services rendered after the
election is made in accordance with Sections 2.2 and 2.3.

2.5   Contribution  to  Trust.  Assets equal in value to  the  Compensation
otherwise  payable  to  the  Covered Employee during  the  Plan  Year,  but
deferred  in  accordance with Section 2.2, shall be paid to  the  Trust  no
later  than  60 days after the end of the Plan Year to which  the  deferral
relates.



                                ARTICLE III
                      COMPANY MATCHING CONTRIBUTIONS


3.1  General.  For each Plan Year that a Covered Employee elects to have  a
portion  of  his Compensation in excess of the Compensation Limit  deferred
under  Article II, the Company shall credit a matching contribution to  the
Covered Employee's Matching Contribution Account in the amount provided  in
Section 3.2.

3.2   Matching  Contribution  Rate.  The  matching  contribution  shall  be
calculated  by  reference to the Covered Employee's Compensation  deferrals
for  the Plan Year pursuant to Article II.  The matching contribution  with
respect  to any Covered Employee for each Plan Year shall be the lesser  of
(a)  50% of the Covered Employee's deferral for such Plan Year, or (b)  50%
of  6% of the Covered Employee's Compensation for such Plan Year reduced by
the  Retirement Plan Match for the Plan Year.  Matching contributions under
this Section 3.2 shall be calculated and credited to the Covered Employee's
Matching Contribution Account on the same periodic basis as Compensation is
reduced  for  the Covered Employee's Compensation deferrals  under  Section
2.2.

3.3   Contribution  to  Trust.   Assets equal  in  value  to  the  matching
contributions  accrued by all Covered Employees during  the  Plan  Year  in
accordance  with Section 3.2 shall be paid to the Trust no  later  than  60
days  after  the  end of the Plan Year to which the matching  contributions
relate.

<PAGE>





                                ARTICLE IV
                        EARNINGS ON ACCRUED BENEFIT


4.1   General.  The Accrued Benefit of each Participant shall  be  credited
with  an  additional amount of hypothetical earnings (or losses) determined
under this Article IV.

4.2   Investment  Elections.  Each Participant shall elect  the  manner  in
which  his Accrued Benefit is to be credited with earnings (and losses)  by
designating  how  the Accrued Benefit is to be invested on  a  hypothetical
basis  from among the Investment Funds.  Such an election shall be made  in
writing, on a form provided by the Committee, and delivered to the  Company
prior  to  the  beginning of each Plan Year by such date as  the  Committee
shall  determine.  An investment election shall be effective for the entire
Plan Year to which it relates unless modified by the Participant during the
Plan  Year.  Such modifications may be made periodically on the same  basis
as  participant  investment  elections under the  Retirement  Plan  may  be
modified.

     If  a  Participant  fails  to make and deliver  an  election  for  the
following  Plan Year by the date as determined by the Committee,  then  his
Accrued Benefit shall continue to be invested in the manner provided  under
the investment election most recently in effect.

4.3   Trust Investments.  Nothing contained herein shall be deemed to allow
any  Participant to direct how the assets of the Trust are invested.   Such
investments are governed by the terms of the Trust.



                                 ARTICLE V
                        VESTING OF ACCRUED BENEFIT


     Each  Participant  shall at all times be fully vested  in  his  entire
Accrued Benefit.

<PAGE>

                                   ARTICLE VI
                       DISTRIBUTION OF PLAN BENEFITS


6.1   Distributable  Events.  A Covered Employee's  Accrued  Benefit  shall
become  distributable upon the Covered Employee's separation  from  service
with  the  Company  due to his retirement, death, or other  termination  of
employment.

6.2  Commencement of Payment.  Upon a separation from service described  in
Section  6.1, the Accrued Benefit of a Covered Employee shall be determined
as  of  the  last day of the calendar quarter in which the separation  from
service occurs and shall commence to be paid no later than the end  of  the
next calendar quarter.

6.3   Form  of  Payment.  Subject to Section 6.4, upon  a  separation  from
service  described  in  Section 6.1, a Covered Employee's  Accrued  Benefit
shall be paid in cash in a single lump sum unless the Covered Employee  has
previously  made  an  election to be paid in up to  5  annual  installments
commencing as of when the Accrued Benefit would otherwise be paid in a lump
sum.  Any election to receive installment payments shall be subject to  the
following:

          (a)  An election to receive installment payments must be made  no
later  than a date that is one year prior to when the Accrued Benefit would
otherwise be paid in a lump sum;

          (b)  Each installment shall be calculated by dividing the Accrued
Benefit  on  the  last day of the calendar quarter in which the  separation
from  service occurs (and each anniversary of that date as needed)  by  the
number of the remaining installments to be paid;

          (c)   Until all installments have been paid, the balance  of  the
Accrued Benefit shall continue to be credited with earnings (and losses) in
accordance with Article IV; and

          (d)   If  the  Covered Employee dies while receiving  installment
payments, the remaining Accrued Benefit shall be paid to the Beneficiary of
the Covered Employee in cash in a single lump sum.

6.4  Death of Covered Employee.   Upon the death of a Covered Employee, his
Accrued Benefit  shall be payable to the Covered Employee's Beneficiary  in
cash in a single lump sum.

<PAGE>

6.5   Hardship Distributions.  Subject to the approval of the Committee,  a
Covered  Employee may withdraw all or a portion of his Accrued  Benefit  in
the  event  of a hardship. A request for a hardship distribution  shall  be
made  in  a  writing filed with the Company on a form satisfactory  to  the
Committee.  A hardship distribution shall only be made in the event  of  an
unforeseeable emergency that would result in a severe financial hardship to
the  Covered Employee if the distribution were not permitted.   Withdrawals
of amounts because of an unforeseeable emergency shall only be permitted to
the  extent  reasonably  needed to satisfy the emergency  need.   Any  such
withdrawal shall be paid in a single lump sum.

     For  purposes  of this Section 6.5, an unforeseeable  emergency  is  a
severe  financial hardship to the Covered Employee resulting from a  sudden
and  unexpected  illness  or  accident of the  Covered  Employee  or  of  a
dependent  (as  defined  in  section 152(a) of the  Code)  of  the  Covered
Employee, loss of the Covered Employee's property due to casualty, or other
similar  extraordinary and unforeseeable circumstances arising as a  result
of events beyond the control of the Covered Employee.

     The  Committee shall determine whether the circumstances presented  by
the   Covered   Employee  constitute  an  unforeseeable  emergency.    Such
circumstances and the Committee's determination will depend upon the  facts
of  each case, but, in any case, payment may not be made to the extent that
such  hardship  is  or  may  be  relieved:  (a)  through  reimbursement  or
compensation  by  insurance, (b) by liquidation of the  Covered  Employee's
assets, to the extent the liquidation of such assets would not itself cause
severe  financial  hardship, or (c) by cessation of his elective  deferrals
under this Plan.



                                ARTICLE VII
                              ADMINISTRATION


7.1   The  Committee.    The Plan shall be administered  by  the  Committee
consisting  of not less two directors who shall be appointed from  time  to
time by, and shall serve at the discretion of, the Board.

7.2   Authority of the Committee.  Subject to the provisions of  the  Plan,
the  Committee shall have full power to construe and interpret the Plan and
to establish, amend or waive rules and regulations for its administration.

<PAGE>

7.3   Delegation of Certain Responsibilities.  The Committee  may,  in  its
sole  discretion,  delegate to an officer or officers of  the  Company  the
administration of the Plan under this Article VII; provided  however,  that
no  such  delegation  by the Committee shall be made with  respect  to  the
administration  of  the  Plan as it affects such officer  or  officers  and
provided  further  that  the Committee may not delegate  its  authority  to
correct errors, omissions or inconsistencies in the Plan.

7.4  Procedures  of  the Committee.  All determinations  of  the  Committee
     shall be made by not
  less than a majority of its members present at the meeting (in person  or
otherwise)  at  which  a  quorum is present.   A  majority  of  the  entire
Committee  shall constitute a quorum for the transaction of business.   Any
action required or permitted to be taken at a meeting of the Committee  may
be  taken without a meeting if a unanimous written consent, which sets  for
the  action, is signed by each member of the Committee and filed  with  the
minutes  for proceedings of the Committee.  Service on the Committee  shall
constitute  service  as a director of the Company so that  members  of  the
Committee shall be entitled to indemnification, limitation of liability and
reimbursement of expenses with respect to their services as members of  the
Committee  to  the same extent that they are entitled under  the  Company's
Certificate  of  Incorporation  and Delaware  law  for  their  services  as
directors of the Company.

                                     
                               ARTICLE VIII
                             CLAIMS PROCEDURE


8.1   General.  A Participant who believes that his Accrued Benefit has not
paid  in full ("claimant") shall file such objection on the form prescribed
for such purpose with the Committee.

8.2   Denials.  The Committee shall review such filing and provide a notice
of  the  decision regarding such filing to the claimant within a reasonable
period of time after receipt of the notice by the Committee.

8.3   Notice.   Any claimant whose objection to a payment  of  his  Accrued
Benefit is denied shall be furnished written notice setting forth:

     (a)  the specific reason or reasons for the denial;

     (b)  specific  reference to the pertinent provision of the  Plan  upon
          which the denial is based;

     (c)  a description of any additional material or information necessary
          for the claimant to perfect the objection; and

     (d)  an explanation of the claims review procedure under the Plan.

<PAGE>

8.4   Appeals Procedure.  In order that a claimant may appeal a  denial  of
his  objection  to the amount of his Accrued Benefit, the claimant  or  the
claimant's duly authorized representative may:

     (a)  request a review by written application to the Committee, or  its
          designate,  no  later than sixty (60) days after receipt  by  the
          claimant of written notification of denial of his objection;

     (b)  review pertinent documents; and

     (c)  submit issues and comments in writing.

8.5   Review.  A decision on review of a denied objection shall be made not
later  than thirty (30) days after receipt of a request for review,  unless
special circumstances require an extension of time for processing, in which
case  a decision shall be rendered within a reasonable period of time,  but
not  later than sixty (60) days after receipt of a request for review.  The
decision  on  review  shall be in writing and shall  include  the  specific
reason(s)  for the decision and the specific reference(s) to the  pertinent
provisions of the Plan on which the decision is based.





                                ARTICLE IX
                          AMENDMENT OR TERMINATION


9.1  Amendment or Termination.  The Plan may be amended in whole or in part
from time to time, or terminated, by action of the Board.  Such termination
and   any  such  amendment  shall  be  binding  on  the  Company  and  each
Participant.   Notice of such amendment or termination shall  be  given  in
writing to each Participant.

9.2   Effect  of Amendment or Termination.  No amendment or termination  of
the  Plan  shall  directly  or  indirectly  (1)  reduce  the  value  of   a
Participant's  Accrued Benefit, or (2) change the form  or  timing  of  the
payment  of  a  Participant's Accrued Benefit with respect to contributions
made prior to the date of the amendment or termination.

<PAGE>


                                 ARTICLE X
                            GENERAL PROVISIONS


10.1  No  Funding or Interest in Assets.  The Plan shall at  all  times  be
entirely  unfunded and, except for the provisions relating to the  transfer
of assets to the Trust, no provision shall at any time be made with respect
to  segregating  any  assets of the Company for  payment  of  any  benefits
hereunder.   No  Participant shall acquire any  property  interest  in  the
assets  of  the  Company  or of the Trust, their rights  being  limited  to
receiving from the Company deferred payments as set forth in this Plan  and
these  rights are conditioned upon continued compliance with the terms  and
conditions of this Plan.

     To  the  extent  that  any Participant acquires  a  right  to  receive
benefits under this Plan, such right shall be no greater than the right  of
any  unsecured  general  creditor  of the  Company.   Consistent  with  the
foregoing, the Company has established the Trust and the obligations of the
Company under the Plan shall be reduced to reflect the value of any payment
of benefits from the Trust.

10.2  Assignment or Alienation.  Except as required by law, no right  of  a
Participant  to  receive  payments under this  Plan  shall  be  subject  to
transfer,   anticipation,   commutation,  alienation,   sale,   assignment,
encumbrance, charge, pledge, or hypothecation or to execution,  attachment,
levy  or similar process or assignment by operation of law and any attempt,
voluntary or involuntary, to effect any such action shall be null and  void
and of no effect.

10.3  Affect  on  Retirement Plan.  Any benefit under the  Retirement  Plan
shall  be  paid solely in accordance with the terms and conditions  of  the
Retirement  Plan and nothing in this Plan shall operate or be construed  in
any  way  to  modify,  amend  or affect the terms  and  provisions  of  the
Retirement Plan.

10.4  No  Guaranty  of  Benefits.  Nothing  contained  in  the  Plan  shall
constitute  a guaranty by any person that the assets of an Company  or  the
Trust will be sufficient to pay any benefit hereunder.

10.5  No Enlargement of Rights.  No Participant shall have any right  to  a
benefit  under the Plan except in accordance with the terms  of  the  Plan.
Establishment  of  the  Plan shall not be construed  to  give  any  Covered
Employee the right to be retained in the service of the Company.

10.6  Construction.  This Plan shall be construed under  the  laws  of  the
State  of  Delaware. Article and Section headings are for convenience  only
and  shall  not  be considered as part of the terms and provisions  of  the
Plan.   Words in the masculine gender shall include the feminine,  and  the
singular shall include the plural, and vice versa, unless qualified by  the
context.

10.7  Withholding  of Taxes.  The Company shall withhold from  any  amounts
payable  under  the  Plan, all federal, state, and  local  taxes  that  the
Company determines is legally required.

<PAGE>

10.8  Binding  on Successors, Purchasers, Transferees and  Assignees.   The
Plan  shall  be  binding upon any successor or successors  of  the  Company
whether by merger, consolidation, or otherwise.

     IN WITNESS WHEREOF, Jacor Communications, Inc. has caused this Plan to
be adopted and executed by its duly authorized officer as of this _____ day
of _____________, 1998.

                              JACOR COMMUNICATIONS, INC.


                              By: ____________________________
     
                              Title: ___________________________