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 September 30, 1998

                               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 October 26, 1998, 51,073,198 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 September 30, 1998 and December 31,
            1997                                            3

          Condensed Consolidated Statements of
            Operations and Comprehensive Income for
            the three months and nine months ended
            September 30, 1998 and 1997                     4

          Condensed Consolidated Statements of
            Cash Flows for the nine months ended
            September 30, 1998 and 1997                     6

          Notes to Condensed Consolidated Financial
            Statements                                      7



     Item 2. - Management's Discussion and Analysis
               of Financial Condition and Results of
               Operations                                  15


PART II. Other Information

     Item 5. - Other Information                           24

     Item 6. - Exhibits and Reports on Form 8-K            24

     Signatures                                            26

<PAGE>

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

<CAPTION>
                                             September 30,      December 31,
                                                  1998             1997
<S>                                         <C>                <C>
                     ASSETS
Current assets:
  Cash and cash equivalents                   $    42,084     $    28,724
  Accounts receivable, less allowance for
    doubtful accounts of $8,115 in 1998
    and $6,195 in 1997                            198,327         135,073
  Prepaid expenses and other                       29,385          33,790      
            Total current assets                  269,796         197,587
Property and equipment, net                       260,212         206,809
Intangible assets, net                          2,712,291       2,128,718
Other assets                                       85,369          68,764
            Total assets                      $ 3,327,668     $ 2,601,878
                     LIABILITIES
Current liabilities:
  Accounts payable, accrued expenses
    and other current liabilities             $   137,958     $   118,249
            Total current liabilities             137,958         118,249
Long-term debt                                  1,229,565         987,500
Liquid Yield Option Notes                         302,400         125,300
Deferred tax liability                            358,995         338,867
Other liabilities                                 119,717         115,611
Commitments and contingencies

                     SHAREHOLDERS' EQUITY

Preferred stock, authorized and unissued
   4,000,000 shares                                  -               -
Common stock, $0.01 par value; authorized
   100,000,000 shares, issued and outstanding
   shares: 51,051,484 in 1998 and 45,689,677
   in 1997                                            511            457
Additional paid-in capital                      1,114,520        863,086
Common stock warrants                              31,500         31,500
Accumulated other comprehensive income             12,631            -
Retained earnings                                  19,871         21,308
            Total shareholders' equity          1,179,033        916,351
            Total liabilities and
              shareholders' equity            $ 3,327,668    $ 2,601,878


                   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 and nine months ended September 30, 1998 and 1997
            (In thousands, except per share amounts)
                           (UNAUDITED)


<CAPTION>

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

                                 1998        1997         1998         1997

<S>                           <C>         <C>          <C>         <C>
Broadcast revenue             $  230,951  $  161,733   $  597,244  $  413,689
  Less agency commissions         26,443      17,173       66,872      44,748
    Net revenue                  204,508     144,560      530,372     368,941

Broadcast operating expenses     128,777      93,734      356,877     251,513
Depreciation and amortization     31,161      21,900       87,444      53,097
Corporate general and
  administrative expenses          4,878       3,406       13,052       9,240
    Operating income              39,692      25,520       72,999      55,091

Interest expense                 (27,526)    (20,951)     (76,563)    (60,081)
Gain on sale and exchange of
  radio stations and investments  10,896        -          10,896      10,801
Other income, net                  1,677         214       10,431       2,733
    Income before income taxes
      and extraordinary loss      24,739       4,783       17,763       8,544

Income taxes                      24,300       4,300       19,200       6,500
    Income (loss) before
      extraordinary loss             439         483       (1,437)      2,044
    Extraordinary loss, net of
      income tax credit             -         (1,900)        -         (7,456)

Net income (loss)             $      439  $   (1,417)  $   (1,437)  $  (5,412)


Other comprehensive income,
  net of tax:
Unrealized gains on securities    21,052        -          21,052        -
Income tax expense related to
  items of other comprehensive
  income                          (8,421)       -          (8,421)       -
Other comprehensive income,
  net of tax                      12,631        -          12,631        -

Comprehensive income (loss)   $   13,070  $   (1,417)  $   11,194  $   (5,412)







                           (Continued)
</TABLE>
<PAGE>                                
      
<TABLE>
                          
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
for the three months and nine months ended September 30, 1998 and 1997
            (in thousands, except per share amounts)
                           (UNAUDITED)





<CAPTION>

                                  Three Months Ended       Nine Months Ended
                                     September 30            September 30
                                 1998        1997         1998           1997

<S>                            <C>          <C>          <C>         <C>
Basic income (loss) per
  common share:

  Before extraordinary loss     $ 0.01        $ 0.01     $(0.03)     $ 0.05
  Extraordinary loss               -           (0.04)         -       (0.19)

    Net income (loss) per
    common share                $ 0.01        $(0.03)    $(0.03)     $(0.14)

Number of common shares used
  in basic calculation          50,999        45,361     50,133      39,007

Diluted income (loss) per
  common share:

  Before extraordinary loss     $ 0.01        $ 0.01    $(0.03)     $ 0.05
  Extraordinary loss               -           (0.04)       -        (0.18)

    Net income (loss) per
    common share                $ 0.01        $(0.03)   $(0.03)     $(0.13)

Number of common shares used
  in diluted calculation        55,287        48,415    50,133      41,071










             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 nine months ended September 30, 1998 and 1997
                         (In thousands)
                           (UNAUDITED)
                                


<CAPTION>

                                                    1998            1997

<S>                                            <C>             <C>
Cash flows from operating activities:

Net cash provided by operating activities       $   64,601      $   31,109
Cash flows from investing activities:
  Deposits paid on broadcast properties            (11,209)        (26,225)
  Capital expenditures                             (23,354)        (12,485)
  Cash paid for acquisitions                      (671,442)       (542,074)
  Proceeds from sale of investments                   -             73,813
  Proceeds from sale and exchange of
    radio stations                                  10,400          19,450
  Advances and other                                (4,500)           -

Net cash used by investing activities             (700,105)       (487,521)

Cash flows from financing activities:
  Issuance of long-term debt                       439,539         474,700
  Issuance of LYONs                                166,950            -
  Issuance of common stock                         248,371         246,154
  Repayment of long-term debt                     (197,500)       (310,200)
  Payment of finance costs                          (8,496)        (13,927)
  Other                                               -                327
Net cash provided by financing
  activities                                       648,864         397,054

Net increase (decrease) in cash and
  cash equivalents                                  13,360         (59,358)
Cash and cash equivalents at
  beginning of period                               28,724          78,137

Cash and cash equivalents at end of period      $   42,084       $  18,779

Supplemental schedule of non-cash investing
  and financing activities:

Common stock issued in acquisitions             $     -          $ 179,428
Warrants issued in acquisitions                       -              5,000
Liabilities assumed in acquisitions                  2,687          36,851
Fair value of assets exchanged, net of cash        265,150         104,000








               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, 1997 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 financial statements be read in conjunction with
     the consolidated financial statements for the year ended
     December 31, 1997 and the notes thereto.
     
2.   SUBSEQUENT EVENT

     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").  Upon consummation of the
     Merger, each outstanding share of Jacor common stock will be
     converted into Clear Channel common stock, based upon the
     average closing price of Clear Channel common stock during
     the twenty-five consecutive trading days ending on the
     second trading day prior to the closing date, as follows:
     
     Average Closing Price of Clear Channel Stock           Conversion Ratio
     Less than or equal to $42.86...........................  1.400
     Above $42.86 but less than or equal to $44.44..........  1.400 to 1.350
     Above $44.44 but less than $50.00......................  1.350
     
     If the average closing price is $50.00 or more, the
     Conversion Ratio will be calculated as the quotient obtained
     by dividing (A) $67.50 plus the product of $.675 and the
     amount by which the average closing price exceeds $50.00, by
     (B) the average closing price.  If the average closing price
     is less than or equal to $37.50, the Merger agreement may be
     terminated by the Company, upon notice to Clear Channel, on
     one of the two trading days prior to the closing date.
     
     Completion of the Merger is conditioned on, among other
     things, stockholder approval and receipt of Federal
     Communications Commission and other regulatory approvals.
     The Company expects to consummate the Merger by September
     30, 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.
     
<PAGE>

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





2.   SUBSEQUENT EVENT, Continued
     
     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.  The Zell Chilmark Fund L.P. has entered into a
     voting agreement pursuant to which it agreed to vote its
     shares in favor of the proposal to approve the Merger.


3.   ACQUISITIONS AND DISPOSITIONS
     
     Completed Radio Station Acquisitions and Dispositions
     
     First Six Months Transactions

     In the first six months of 1998, the Company completed the
     following: acquisitions of 16 radio stations in four
     existing and five new broadcast areas for a purchase price
     of approximately $61.6 million in cash, of which
     approximately $17.3 million was placed in escrow in 1997.
     The company also disposed of three stations in two broadcast
     areas for approximately $0.3 million in cash and completed a
     like-kind exchange of broadcast properties, exchanging four
     stations in Kansas City, Missouri for six stations in
     Dayton, Ohio, valued at $70.0 million.  The exchange values
     approximated the carrying values of such stations, therefore
     no gain or loss was recorded on the exchange.

     Nationwide Related Transactions

     In August 1998, the Company completed the acquisition of
     substantially all broadcast related assets of Nationwide
     Communications Inc. ("Nationwide") for total cash
     consideration of approximately $555 million, of which $30.0
     million was placed in escrow in 1997, plus acquisition
     costs.  Simultaneously with the Nationwide acquisition, but
     in separate transactions, the Company effected the exchange
     and sale of certain radio stations in order to satisfy
     antitrust concerns raised by the Department of Justice in
     connection with the Nationwide acquisition.  For financial
     reporting purposes, the Company recorded the exchange of
     eight radio stations as sale transactions, receiving non-
     cash consideration in the form of nine radio stations with
     aggregate fair values of $195 million.  Additionally, one
     other radio station was sold for $10.1 million in cash.  The
     Company recorded net pre-tax gains of $10.9 million, which
     was measured by the difference between the fair value of the
     radio stations exchanged or sold and the carrying value of
     the properties.  The Company believes that such transactions
     qualify as a tax-deferred like-kind exchange, therefore, the
     income tax expense of $14 million associated with the gains
     is included in the deferred component of income tax expense.
     The radio stations received in the exchange transactions
     were recorded as purchase transactions at their respective
     fair values.  The following radio stations were included in
     the transactions:

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






3.   ACQUISITIONS AND DISPOSITIONS, Continued
     
     
                              Stations                 Stations Received
     Purchased from           Exchanged                   in Exchange
       Nationwide              or Sold                    Transaction
     
     WCOL-FM, WFII-AM,        WLVQ-FM, WAZU-FM,        WMJI-FM, WMMS-FM
     WNCI-FM (Columbus, OH)   WHOK-FM (Columbus, OH)   (Cleveland)
     
     WPOC-FM (Baltimore)      WKNR-FM (Cleveland)      KUFX-FM (Fremont, CA)
     
     WGAR-FM (Cleveland)      KSGS-AM, KMJZ-FM         WOCT-FM, WCAO-AM
                              (Minneapolis)            (Baltimore)
     
     KDMX-FM, KEGL-FM         KKLQ-FM, KJQY-FM         KLOU-FM, KSD-FM
     (Dallas)                 (San Diego)              (St. Louis)
     
     KHMX-FM, KTBZ-FM                                  KOME-FM
     (Houston)                                         (San Jose, CA)
     
     KSGS-AM, KMJZ                                     WTAE-FM (Pittsburgh)
     (Minneapolis)
     
     KGLQ-FM, KZZP-FM
     (Phoenix)
     
     KMCG-FM, KXGL-FM
     (San Diego)


     July Transactions

     The Company acquired KIST-FM (formerly KLDZ-FM) in Santa
     Barbara, California from James F. McKeon and Christine Perry
     for $1.5 million in cash.
     
     The Company acquired KFJO-FM (formerly KZWC-FM) in Walnut
     Creek, California from KZWC Broadcasting, Inc. for $4.5
     million in cash.

     August Transactions

     The Company acquired KSJO-FM in San Jose, California from
     American Radio Systems for $30.0 million in cash, of which
     $1.5 million was placed in escrow in 1997.
     
     The Company acquired KRWQ-FM, KMED-AM, KZZE-FM, and KKJJ-FM
     in Medford, Oregon from Hill Radio, Inc., Crater
     Broadcasting Company, Pro Promotions, Inc. and Ashland
     Broadcasting LLC, respectively, for $12.5 million in cash.
     
     The Company acquired the stock of KOPE Radio, Inc., owner of
     KOPE-FM in Medford, Oregon for approximately $0.5 million in
     cash.

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






3.   ACQUISITIONS AND DISPOSITIONS, Continued
     
     The Company acquired the intellectual property of KQOL-FM in
     Las Vegas, Nevada from Centennial Broadcasting, LLC and
     Centennial Broadcasting License, LLC for $3.0 million in
     cash.

     The Company acquired KDIF-AM in Riverside, California from
     Hispanic Radio Broadcasters for $2.7 million in cash.
     
     The Company acquired WHEL-FM in Helen, Georgia from
     Southeast Radio Company, Inc. for $3.0 million in cash.
     
     The Company acquired the stock of Tsunami Communications,
     Inc. ("Tsunami"), owner of KTCL-FM in Fort Collins, Colorado
     and KIIX-AM in Wellington, Colorado, for  $0.5 million in
     cash and the assumption of approximately $5.9 million in
     debt owed by Tsunami to a wholly-owned subsidiary of the
     Company.

     September Transactions

     The Company acquired WLSN-FM in Greenville, Ohio from Treaty
     City Broadcasting for $3.4 million in cash.
     
     The Company acquired the stock of M3X, Inc., owner of KRKT-
     AM and KRKT-FM in Albany, Oregon for approximately $3.8
     million in cash.

     Completed Broadcasting Services Acquisitions

     In the first nine months of 1998, the Company completed
     acquisitions of two broadcasting service companies and the
     assets of three other broadcasting service companies for a
     purchase price of approximately $12.7 million in cash, a
     note payable of approximately $0.8 million, plus additional
     contingent consideration of up to $1.6 million payable over
     three years.

     The above acquisitions and all 1997 acquisitions have been
     accounted for as purchases.  The excess cost over the fair
     value of net assets acquired is being amortized over 40
     years.  The results of operations of the acquired businesses
     are included in the Company's financial statements since the
     respective dates of acquisition.  Assuming the above
     acquisitions had taken place at the beginning of 1997,
     unaudited pro forma consolidated results of operations would
     have been as follows (in thousands except per share
     amounts):
     
                                            Pro forma (Unaudited)
                                 Three Months Ended       Nine Months Ended
                                   September 30,            September 30,
                                 1998          1997        1998        1997
     
     Net revenue               $216,472     $181,449     $598,315   $517,171
     
     Income (loss) before
       extraordinary items     $  1,207     $    159     $    751   $ (6,670)
     
     Diluted income (loss) per
       common share before
       extraordinary items     $   0.02     $   0.00     $   0.01    $ (0.13)
     
     
<PAGE>

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





3.   ACQUISITIONS AND DISPOSITIONS, Continued
     
     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.

     Pending Radio Station Acquisitions and Dispositions

     The Company has entered into agreements to purchase the
     stock of one and acquire the assets of 40 radio stations in
     14 new markets and seven existing markets for approximately
     $156.1 million in cash, of which approximately $11.3 million
     has been placed in escrow, to exchange the assets of one
     station for another station in the same broadcast area, and
     to dispose of three stations in one market for approximately
     $0.7 million in cash.


4.   ISSUANCE OF COMMON STOCK

     In February 1998, the Company completed an offering of
     4,560,000 shares of common stock at $50.50 per share net of
     underwriting discounts of $2.02 per share (the "Offering").
     The over-allotment option was also exercised by the
     underwriters resulting in the issuance of an additional
     513,000 shares.  Net proceeds to the Company from the
     Offering were approximately $244.9 million.
     
     
5.   ISSUANCE OF SUBORDINATED NOTES

     In February 1998, the Company issued 8% Senior Subordinated
     Notes (the "8% Notes") in the aggregate principal amount at
     maturity of $120.0 million.  Net proceeds to the Company
     were $117.1 million.  The 8% Notes will mature on February
     15, 2010.  Interest on the 8% Notes is payable semi-
     annually.  The 8% Notes will be redeemable at the option of
     the Company, in whole or in part, at any time on or after
     February 15, 2003.  The redemption prices commence at
     104.00% and are reduced by .80% annually until February 15,
     2008 when the redemption price is 100%.
     
     The 8% Notes and the previously issued 10 1/8% Notes, 9 3/4%
     Notes, and
     8 3/4% Notes (collectively the "Notes") are obligations of
     Jacor Communications Company ("JCC"), and are jointly and
     severally, fully and unconditionally guaranteed on a senior
     subordinated basis by Jacor and by all of the Company's
     subsidiaries (the "Subsidiary Guarantors").  JCC and the
     Subsidiary Guarantors constitute all of the wholly owned
     direct or indirect subsidiaries of Jacor and JCC, and JCC is
     the sole direct subsidiary of Jacor.  Separate financial
     statements of JCC and each of the Subsidiary Guarantors are
     not presented because Jacor believes that such information
     would not be material to investors.  The direct and indirect
     non-guarantor subsidiaries of Jacor are inconsequential,
     both individually and in the aggregate.  Additionally, there
     are no current restrictions on the ability of the Subsidiary
     Guarantors to make distributions to JCC, except to the
     extent provided by law generally.  JCC's credit facility and
     the terms of the indentures governing the Notes do restrict
     the ability of JCC and of the Subsidiary Guarantors to make
     distributions to the Registrant.

<PAGE>

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







     
     
5.   ISSUANCE OF SUBORDINATED NOTES, Continued
     
     The indentures contain 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.
     
     Summarized financial information with respect to Jacor, JCC
     and with respect to the Subsidiary Guarantors on a combined
     basis as of September 30, 1998 and for the nine months ended
     September 30, 1998 and 1997 is as follows:
     
<TABLE>
     
<CAPTION>
                                Jacor                          JCC
          
                    September 30, September 30,    September 30, September 30,
                          1998         1997              1998       1997
<S>                  <C>          <C>              <C>           <C>
Operating Statement
Data (in thousands):

Net revenue                 -         -                   -            -
Equity in earnings
  of subsidiaries      $    5,498   $   (5,560)       $    2,692  $    1,251
Operating (loss) income    (8,101)     (15,601)            2,692       1,251
(Loss) income before
  extraordinary items      (1,437)      (5,412)            5,498       1,896
Net (loss) income          (1,437)      (5,412)            5,498      (5,560)

Balance Sheet Data
(in thousands):


Current assets         $    1,408                     $   38,470
Non-current assets      1,620,200                      2,823,444
Current liabilities        43,404                         21,509
Non-current
  liabilities             399,171                      2,168,058
Shareholders' equity    1,179,033                        672,347

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


     
     
5.   ISSUANCE OF SUBORDINATED NOTES, Continued

                                      Combined
                             Subsidiary Guarantors
                          September 30,  September 30,
                              1998           1997
     Operating Statement
     Data (in thousands):
     Net revenue              $  530,372     $  368,941
     Equity in earnings
       of subsidiaries             -               -
     Operating income             86,598         65,132
     Income before
       extraordinary items         2,692          1,251
     Net income                    2,692          1,251

     Balance Sheet Data
     (in thousands):
     Current assets           $  229,918
     Non-current assets        3,058,125
     Current liabilities          73,045
     Non-current
       liabilities             2,035,965
     Shareholders' equity      1,179,033
     
6.   LIQUID YIELD OPTION NOTES

     In February 1998, the Company issued 4 3/4% Liquid Yield
     Option Notes due 2018 (the "1998 LYONs") in the aggregate
     principal amount at maturity of $426.9 million.  Each 1998
     LYON had an issue price of $391.06 and a principal amount at
     maturity of $1,000.00.  The 1998 LYONs are convertible, at
     the option of the holder, at any time on or prior to
     maturity, into common stock at a conversion rate of 6.245
     shares per each 1998 LYON, for an aggregate of approximately
     2.7 million shares of common stock.  Net proceeds from the
     issuance of the 1998 LYONs were $161.9 million.

7.   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 and nine months ended September 30, 1998 and
     1997 (in thousands except per share amounts):
     
                               Three Months Ended      Nine Months Ended
                                1998        1997        1998       1997
     
     Income (loss) before
       extraordinary loss     $   439     $   483     $(1,437)   $ 2,044
     Weighted average
       shares - basic          50,999      45,361      50,133     39,007
     
     Effect of dilutive
       securities:
       Stock options            1,505       1,124        -           942
       Warrants                 2,398       1,579        -           771
       Other                      385         351        -           351
     Weighted average
       shares - diluted        55,287      48,415      50,133     41,071
     
     Basic EPS                 $ 0.01      $ 0.01      $(0.03)    $ 0.05
     Diluted EPS               $ 0.01      $ 0.01      $(0.03)    $ 0.05

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


     
     
7.   EARNINGS PER SHARE, Continued
     
     The Company's 1996 Liquid Yield Option Notes and 1998 LYONs
     (collectively, the "LYONs") can be converted into
     approximately 6.2 million shares of common stock at the
     option of the holder.  Assuming conversion of the LYONs for
     the three and nine months ended September 30, 1998 and 1997
     would result in an increase in per share amounts, therefore
     the LYONs are not included in the computation of diluted
     EPS.
     
     
8.   INVESTMENTS

     In accordance with SFAS No. 115, "Accounting for Certain
     Investments in Debt and Equity Securities", the Company
     classifies investments in equity securities as available for
     sale and carries the investments at fair value, based on
     quoted market prices.  The net unrealized gains or losses
     are reported within shareholders' equity, net of income
     taxes.  Realized gains and losses are recorded based on the
     specific identification method.
     
     The following table summarizes the Company's securities:
     
                                          Unrealized   Unrealized      Fair
                               Cost          Gains       Losses       Value
     Corporate Equity
     Securities            $2,804,084    $21,773,972  $(722,173)   $21,051,799
     
     The unrealized gain reported in shareholders' equity is net
     of $8,420,720 of income taxes computed using statutory
     rates.
     
     
9.   RECENT PRONOUNCEMENTS

     In the first quarter of 1998, the Company adopted Statement
     of Financial Accounting Standards No. 130 ("SFAS 130"),
     "Reporting Comprehensive Income."  SFAS 130 requires the
     reporting of comprehensive income in financial statements by
     all entities that provide a full set of financial
     statements.  The term "comprehensive income" describes the
     total of all components of comprehensive income including
     net income.  The statement only deals with reporting and
     display issues.  It does not consider recognition or
     measurement issues.

     In June 1997, the Financial Accounting Standards Board
     ("FASB") issued Statement of Financial Accounting Standards
     No. 131 ("SFAS 131"), "Disclosures about Segments of an
     Enterprise and Related Information."  SFAS 131 provides
     accounting guidance for reporting information about
     operating segments in annual financial statements and
     requires such enterprises to report selected information
     about operating segments in interim financial reports.  The
     statement uses a "management approach" to identify operating
     segments and provides specific criteria for operating
     segments.  SFAS 131 is effective for the year ended December
     31, 1998 and will be required for interim periods in 1999.
     The Company is currently evaluating the impact SFAS 131 will
     have on its financial statements, if any.

     In June 1998, the FASB issued Statement No. 133 ("SFAS
     133"), "Accounting for Derivative Instruments and Hedging
     Activities".  SFAS 133 requires that an entity recognize all
     derivatives as either assets or liabilities in the balance
     sheet and measure such instruments at fair value.  The
     statement is effective for fiscal quarters of fiscal years
     beginning after June 15, 1999.  The Company currently has no
     derivative instruments or hedging activities.

<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

Recent Developments

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").  Upon consummation of the Merger, each outstanding
share of Jacor common stock will be converted into Clear Channel
common stock, based upon the average closing price of Clear
Channel common stock during the twenty-five consecutive trading
days ending on the second trading day prior to the closing date,
as follows:

Average Closing Price of Clear Channel Stock      Conversion Ratio
Less than or equal to $42.86........................... 1.400
Above $42.86 but less than or equal to $44.44.......... 1.400 to 1.350
Above $44.44 but less than $50.00...................... 1.350

If the average closing price is $50.00 or more, the Conversion
Ratio will be calculated as the quotient obtained by dividing (A)
$67.50 plus the product of $.675 and the amount by which the
average closing price exceeds $50.00, by (B) the average closing
price.  If the average closing price is less than or equal to
$37.50, the Merger agreement may be terminated by the Company,
upon notice to Clear Channel, on one of the two trading days
prior to the closing date.

Completion of the Merger is conditioned on, among other things,
stockholder approval and receipt of Federal Communications
Commission and other regulatory approvals.  The Company expects
to consummate the Merger by September 30, 1999.

<PAGE>                                
                                
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                


LIQUIDITY AND CAPITAL RESOURCES, Continued

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.

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.  The Zell Chilmark
Fund L.P. has entered into a voting agreement pursuant to which
it agreed to vote its shares in favor of the proposal to approve
the Merger.

Recent liquidity needs have been driven by the Company's
acquisition strategy.  The Company's acquisitions since 1996 have
been financed with funds raised through a combination of debt and
equity instruments.  An important factor in management's
financing decisions includes maintenance of leverage ratios
consistent with their long-term growth strategy.  The Company
currently has  borrowing capacity to finance the Company's
pending acquisitions and to pursue other acquisitions.

Based upon current levels of the Company's operations and
anticipated growth, it is expected that operating cash flow will
be sufficient to meet expenditures for operations, administrative
expenses and debt service for the foreseeable future.

Financing Activities

Cash provided by financing activities for the first nine months
of 1998 was $648.9 million compared to $397.1 million for the
first nine months of 1997.

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 October 26, 1998, the average interest rate on Credit Facility
borrowings was 6.49%. The Company pays interest on the unused
portion of the Revolving Credit Facility at a rate ranging from
0.250% to 0.375% per annum, based on the Company's Leverage
Ratio.

<PAGE>
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                                





LIQUIDITY AND CAPITAL RESOURCES, Continued

As of October 26, 1998, the Company had $400.0 million of
outstanding indebtedness under the Term Loan, $290.0 million of
outstanding indebtedness under the Revolving Credit Facility, and
available borrowings of $460.0 million.

Debt and Equity Offerings

In February 1998, the Company completed offerings of 5.1 million
shares of common stock, 8% Senior Subordinated Notes due 2010,
and 4 3/4% Liquid Yield Option Notes (collectively the "February
1998 Offerings").  Net proceeds from the February 1998 Offerings
were $525.0 million, of which $197.5 million was used to pay off
the then outstanding balance of the Revolving Credit Facility.
The remaining proceeds were utilized in the Nationwide
Transaction (See Completed Acquisitions and Dispositions).

Investing Activities

Cash flows used for investing activities were $700.1 million for
the first nine months of 1998 as compared to $487.5 million for
the first nine months of 1997.  The variations from year to year
are related to station acquisition activity, as described below,
as well as the sale of the Company's investments in the News
Corp. Warrants and Paxson Communications Corporation stock and
station dispositions.

Completed Acquisitions and Dispositions

In August 1998, the Company completed the acquisition of
substantially all broadcast related assets of Nationwide
Communications Inc. ("Nationwide") for total cash consideration
of approximately $555 million, of which $30.0 million was placed
in escrow in 1997, plus acquisition costs.  Simultaneously with
the Nationwide acquisition, but in separate transactions, the
Company effected the exchange and sale of certain radio stations
in order to satisfy antitrust concerns raised by the Department
of Justice in connection with the Nationwide acquisition.  For
financial reporting purposes, the Company recorded the exchange
of eight radio stations as sale transactions, receiving non-cash
consideration in the form of nine radio stations with aggregate
fair values of $195 million.  Additionally, one other radio
station was sold for $10.1 million in cash.  The following radio
stations were included in the transactions:

<PAGE>
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                                



LIQUIDITY AND CAPITAL RESOURCES, Continued

                             Stations            Stations Received
Purchased from               Exchanged              in Exchange
  Nationwide                  or Sold               Transaction

WCOL-FM, WFII-AM,        WLVQ-FM, WAZU-FM,         WMJI-FM, WMMS-FM
WNCI-FM (Columbus, OH)   WHOK-FM (Columbus, OH)    (Cleveland)

WPOC-FM (Baltimore)      WKNR-FM (Cleveland)       KUFX-FM (Fremont, CA)

WGAR-FM (Cleveland)      KSGS-AM, KMJZ-FM          WOCT-FM, WCAO-AM
                         (Minneapolis)             (Baltimore)

KDMX-FM, KEGL-FM         KKLQ-FM, KJQY-FM          KLOU-FM, KSD-FM
(Dallas)                 (San Diego)               (St. Louis)

KHMX-FM, KTBZ-FM                                  KOME-FM
(Houston)                                         (San Jose, CA)

KSGS-AM, KMJZ                                     WTAE-FM (Pittsburgh)
(Minneapolis)

KGLQ-FM, KZZP-FM
(Phoenix)

KMCG-FM, KXGL-FM
(San Diego)

Additionally, during the first nine months of 1998, the Company
completed the following: acquisitions of two radio stations and
the assets of 29 radio stations in seven existing and twelve new
broadcast areas; one like-kind exchange, whereby the Company
exchanged four stations in one broadcast area for six stations in
another broadcast area; the disposition of three stations, and;
acquisitions of two and the assets of three broadcasting related
businesses.  The Company paid cash consideration for the above
transactions of approximately $145.9 million in cash in the first
nine months of 1998, in addition to approximately $18.8 million
placed in escrow in 1997 and the assumption of approximately $5.9
million in debt owed to a wholly-owned subsidiary of the Company.
The Company received cash consideration of approximately $0.3
million for the sale of three stations in two broadcast areas.
The acquisitions were funded through borrowings under the Credit
Facility.

Pending Acquisitions and Dispositions

The Company has entered into agreements to purchase the stock of
one and acquire the assets of 40 radio stations in seven existing
and 14 new markets for approximately $156.1 million in cash, of
which approximately $11.3 million has been placed in escrow, to
exchange the assets of one station for another station in the
same broadcast area, and to dispose of the assets of three
stations in one broadcast area for approximately $0.7 million in
cash.

<PAGE>

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                                



LIQUIDITY AND CAPITAL RESOURCES, Continued

The Company will finance its pending acquisitions from borrowings
under the Revolving Credit Facility.  The Company anticipates
after financing all pending acquisitions, available borrowings
under the Revolving Credit Facility will be approximately $315
million.

In May 1998, the Company filed an omnibus shelf registration
statement with the Securities and Exchange Commission for the
possible future registration and issuance of up to $500 million
of additional equity and/or debt securities.

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

Capital Expenditures

The Company had capital expenditures of $23.4 million and $12.5
million for the nine months ended September 30, 1998 and 1997,
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 nine months ended September 30, 1998, cash flow provided
by operating activities was $64.6 million, as compared to $31.1
million for the nine months ended September 30, 1997.  The change
is primarily due to an increase in operating income related to
acquisitions.

RESULTS OF OPERATIONS

The Nine Months Ended September 30, 1998 Compared to the Nine
Months Ended September 30, 1997

Broadcast revenue for the first nine months of 1998 was $597.2
million, an increase of $183.5 million or 44.4% from $413.7
million during the first nine months of 1997.  This increase
resulted primarily from the revenue generated at those properties
owned or operated during the first nine months of 1998 but not
during the comparable 1997 period, including revenues generated
from commercial broadcast time received and rights fees from
syndicated programming.  On a "same station" basis - reflecting
results from stations operated in the first nine months of both
1998 and 1997 - broadcast revenue for 1998 was $353.0 million, an
increase of $46.5 million or 15.2% from $306.5 million for 1997.
This increase resulted primarily from favorable ratings and a
strong advertising environment.

Agency commissions for the first nine months of 1998 were $66.9
million, an increase of $22.2 million or 49.7% from $44.7 million
during the first nine months of 1997 due to the increase in
broadcast revenue.  On a "same station" basis, agency commissions
for the first nine months of 1998 were $40.4 million, an increase
of $4.9 million or 13.8% from $35.5 million for 1997 due to the
increase in broadcast revenue.

<PAGE>

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                                





RESULTS OF OPERATIONS, Continued

Broadcast operating expenses for the first nine months of 1998
were $356.9 million, an increase of $105.4 million or 41.9% from
$251.5 million during the first nine months of 1997.  These
expenses increased primarily as a result of expenses incurred at
those properties owned or operated during the first nine months
of 1998 but not during the comparable 1997 period.  On a "same
station" basis, broadcast operating expenses for the first nine
months of 1998 were $204.6 million, an increase of $19.1 million
or 10.3% from $185.5 million for the first nine months of 1997.
This increase resulted primarily from increased selling and
promotion costs.

Depreciation and amortization for the first nine months of 1998
and 1997 was $87.4 million and $53.1 million, respectively.  This
increase was due to acquisitions in the last three months of 1997
and the first nine months of 1998.

Operating income for the first nine months of 1998 was $73.0
million, an increase of $17.9 million or 32.5% from an operating
income of $55.1 million for the first nine months of 1997.

Interest expense in the first nine months of 1998 was $76.6
million, an increase of $16.5 million from $60.1 million in the
first nine months of 1997.  Interest expense increased due to an
increase in outstanding debt that was incurred in connection with
acquisitions.

The gain on sale and exchange of assets in 1998 resulted
primarily from the exchange of two radio stations in San Diego,
California and three radio stations in Columbus, Ohio in August
1998 - see "Completed Acquisitions and Dispositions".  The gain
on the sale and exchange of assets in 1997 resulted from the sale
of the Company's investment in News Corp. Warrants in February
1997 and in Paxson Communications Corporation ("Paxson") stock in
May 1997.

Income tax expense was $19.2 million and $6.5 million for the
first nine months of 1998 and 1997, respectively.  Income tax
expense in the first nine months of 1998 included approximately
$14.8 million in deferred tax expense related to gains recorded
on the exchange of certain radio stations.  The effective tax
rate on pre-tax income excluding the tax effected gain on
exchange of radio stations was approximately 64%, which differs
from statutory tax rates, primarily due to non-deductible
goodwill amortization from various acquisitions.

In the first nine months of 1997 the Company recognized an
extraordinary loss of approximately $7.5 million, net of income
tax credit, related to the write off of debt financing costs.

Net loss for the first nine months of 1998 was $1.4 million,
compared to net loss of $5.4 million reported by the Company for
the first nine months of 1997.

<PAGE>

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                                



RESULTS OF OPERATIONS, Continued

The Quarter Ended September 30, 1998 Compared to The Quarter
Ended September 30, 1997

Broadcast revenue for the third quarter of 1998 was $231.0
million, an increase of $69.3 million or 42.9% from $161.7
million during the same quarter of 1997. This increase resulted
primarily from the revenue generated at those properties owned or
operated during the third quarter of 1998 but not during the
comparable 1997 period, including revenues generated from
commercial broadcast time received and rights fees from
syndicated programming.  On a "same station" basis - reflecting
results from stations operated since January 1, 1997 - broadcast
revenue for 1998 was $128.9 million, an increase of $19.4 million
or 17.7% from $109.5 million for 1997.
                                
Agency commissions for the third quarter of 1998 were $26.4
million, an increase of $9.2 million or 53.5% from $17.2 million
during the third quarter of 1997 due to the increase in broadcast
revenue.  On a "same station" basis, agency commissions for the
third quarter of 1998 were $14.7 million, an increase of $2.1
million or 16.7% from $12.6 million for the third quarter of
1997.

Broadcast operating expenses for the third quarter of 1998 were
$128.8 million, an increase of $35.1 million or 37.5% from $93.7
million during the comparable period of 1997. These expenses
increased primarily as a result of expenses incurred at those
properties, including broadcast related service businesses, owned
or operated during the third quarter of 1998 but not during the
comparable period of 1997.  On a "same station" basis, broadcast
operating expenses for the third quarter of 1998 were $69.8
million, an increase of $5.8 million or 9.1% from $64.0 million
for the comparable period of 1997.  This increase resulted
primarily from increased selling and promotion costs.

Depreciation and amortization for the third quarter of 1998 and
1997 was $31.2 million and $21.9 million, respectively.  The
increase was due to acquisitions during the last three months of
1997 and the first nine months of 1998.

Operating income for the third quarter of 1998 was $39.7 million,
an increase of $14.2 million or 55.7% from an operating income of
$25.5 million for the same period of 1997.

Interest expense for the third quarter of 1998 was $27.5 million,
an increase of $6.5 million or 31.0% from $21.0 million for the
comparable period in 1997.  Interest expense increased due to an
increase in outstanding debt that was incurred in connection with
acquisitions.

The gain on the sale and exchange of assets in the third quarter
of 1998 resulted primarily from the exchange of two radio
stations in San Diego, California and three radio stations in
Columbus, Ohio in August 1998 - see "Completed Acquisitions and
Dispositions".

<PAGE>
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                                




RESULTS OF OPERATIONS, Continued

Income tax expense was $24.3 million for the third quarter of
1998 and $4.3 million for the third quarter of 1997.  Income tax
expense in the third quarter of 1998 included approximately $14.8
million in deferred tax expense related to gains recorded on the
exchange of certain radio stations.  The effective tax rate on
pre-tax income excluding the tax effected gain on exchange of
radio stations was approximately 69%, which differs from
statutory tax rates, primarily due to non-deductible goodwill
amortization from various acquisitions.

Net income for the third quarter of 1998 was $0.4 million,
compared to a loss of $1.4 million reported by the Company for
the comparable period in 1997.
     
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 March 1998 the Company began implementing the assessment phase
of the Jacor Assessment and Compliance Plan to address the Y2K
issue in each broadcast area and has substantially completed a
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.  As part
of the assessment phase, the Company has initiated formal
communication with all of its key business partners to identify
their exposure to the year 2000 issue.  This assessment will
target potential external risks related to Y2K and is still in
progress, but is expected to be completed by the first quarter of
1999. Key business partners include local and national
advertisers, suppliers of communication services, financial
institutions and suppliers of utilities. Amounts related to the
assessment phase are primarily internal costs, are expensed as
incurred, and have not been material to date and are not expected
to be material through completion of the phase.

The remediation phase is the next step in the Company's Y2K plan.
Activities during this phase are in progress and include the
actual repair, replacement, or upgrade of the Company's systems
based on the findings of the assessment phase. New systems which
have been fully implemented and are Y2K compliant include
accounting and financial reporting and local and wide area
networks. A new digital audio system platform is currently being
implemented for all broadcast areas.  The project is
approximately 60% complete and is expected to be completed in the
first quarter of 1999. Costs related to these new systems are
included in capital expenditures - see "Capital Expenditures".
The Company currently utilizes different software vendors for
traffic scheduling and billing and is currently evaluating the
replacement of all such systems with a new standardized system
for all broadcast areas. The traffic systems currently utilized
are all Y2K compliant, therefore the selection and implementation
of the new standardized system is not time critical with respect
to Y2K.

<PAGE>
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                                



RESULTS OF OPERATIONS, Continued

The final plan phase, the testing phase, will include the actual
testing of the enhanced and upgraded systems.  This process will
include internal and external user review confirmation, as well
as unit testing and integration testing with other system
interfaces.  The testing schedule is being developed and will
begin during the first quarter of 1999 and is expected to be
completed by the end of the second quarter.  Based on test
results and assessment of outside risks, contingency plans will
be developed as determined necessary.  The Company would expect
to complete such plans by the end of the third quarter of 1999.

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 from all phases of the
Jacor Assessment and Compliance Plan 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.

Recent Pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 131 ("SFAS
131"), "Disclosures about Segments of an Enterprise and Related
Information".  SFAS 131 provides accounting guidance for
reporting information about operating segments in annual
financial statements and requires such enterprises to report
selected information about operating segments in interim
financial reports.  The statement uses a "management approach" to
identify operating segments and provides specific criteria for
operating segments.  SFAS 131 is effective for the year ended
December 31, 1998 and will be required for interim periods in
1999.  The Company is currently evaluating the impact SFAS 131
will have on its financial statements, if any.

In June 1998, the FASB issued Statement No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities".
SFAS 133 requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure
such instruments at fair value.  The statement is effective for
fiscal quarters of fiscal years beginning after June 15, 1999.
The Company currently has no derivative instruments or hedging
activities.

<PAGE>
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                
                                
                                
Item 5.  Other Information

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.  The
advisory agreement provides that EGI will provide the Company
with consulting services with respect to certain proposed
mergers, acquisitions and similar transactions and will be
compensated for such services in accordance with the fee schedule
set forth in the agreement. A copy of the advisory agreement is
attached as an exhibit to this Form 10-Q. EGI has performed
similar services for the Company in the past and has been
compensated for such services as mutually agreed by the Company
and EGI.  Two of the Company's directors, Samuel Zell and Sheli
Rosenberg, are the Chairman of the Board and Chief Executive
Officer of EGI, respectively.  In addition, Rod Dammeyer and
Philip Handy, directors of the Company, are managing directors of
Equity Corporate Investments, an EGI affiliate.

On October 8, 1998, the Company entered into a definitive merger
agreement with Clear Channel Communications, Inc. ("Clear
Channel") and CCU Merger Sub. The merger agreement provides for a
tax-free, stock-for-stock exchange whereby the Company will
become a wholly-owned subsidiary of Clear Channel.  For more
information about the proposed merger, see the Company's Form 8-K
filed with the Securities and Exchange Commission on October 9,
1998 as referenced in Item 6(b) of this Form 10-Q.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Number    Description                                                Page

10.1(+)   Advisory Agreement dated August 26, 1998 between
                the  Company  and Equity Group Investments,  Inc.     27

27        Financial Data Schedule                                     33
___________

(+)  Management Contracts and Compensatory Arrangements.

(b)  Reports on Form 8-K

     The  following Form 8/KA and Form 8-K were filed during  the
     third quarter of 1998:
     Form  8-K/A  dated August 14, 1998.  On August 14,  1998,  the
     Company  amended its prior Form 8-K, originally dated  January
     5,  1998  and amended on January 21, 1998 and April 30,  1998,
     relating  to  the  Company's entering  into  of  a  definitive
     agreement  to  purchase the assets of 17 radio  stations  from
     Nationwide  Communications, Inc. and its affiliated  entities.
     This  amendment was filed to include the historical  unaudited
     financial statements of Nationwide Communications for the  six
     months  ended  June  30,  1998 and  the  unaudited  pro  forma
     financial statements for such six months period reflecting the
     financial statement effect of such acquisition on the Company.

<PAGE>
            JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                 
                                 







     Form 8-K dated September 15, 1998.  This Form 8-K included the
     audited    historical   financial   statements   of    Tsunami
     Communications,  Inc. and M3X, Inc.  The Company  filed  these
     financial statements because the financial statements of these
     acquired   subsidiaries  were  not  part  of   the   Company's
     historical audited consolidated financial statements, but were
     required   to   be  filed  in  conjunction  with   these   new
     subsidiaries' guarantees of certain debt securities that might
     subsequently be offered by the Company pursuant to its omnibus
     shelf  registration previously filed with the Commission.  The
     Company's  acquisitions of these entities were  immaterial  to
     the Company.

     The following Form 8-K was filed during the fourth quarter  of
     1998:

     Form  8-K dated October 9, 1998.  This Form 8-K described  the
     Company's entering into of a definitive merger agreement  with
     Clear  Channel Communications, Inc. ("Clear Channel") and  CCU
     Merger  Sub.   As described more fully in the  Form  8-K,  the
     merger  agreement  provides  for a  tax-free,  stock-for-stock
     exchange  whereby  the  Company  will  become  a  wholly-owned
     subsidiary of Clear Channel.  The consideration to be provided
     to  the  Company's stockholders is also more  fully  described
     therein and elsewhere in this Form 10-Q.

<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:  October 29, 1998      BY  /s/ R. Christopher Weber
                                   R. Christopher Weber,
                                 Senior Vice President and
                                  Chief Financial Officer


<PAGE>

                                          EXHIBIT  10.1
                                 
                                 
                                 
                                 
                        ADVISORY AGREEMENT
                                 
     THIS ADVISORY AGREEMENT ("Agreement"), dated as of August 26,
1998, is by and between Equity Group Investments, Inc. ("EGI") and
Jacor Communications, Inc. (the "Company").

      WHEREAS, the Company believes that the experience of  EGI  in
business  and  financial  management  generally,  and  merger   and
acquisition transactions in particular, as well as EGI's  extensive
knowledge of the Company and the Company's business, have been  and
continue to be of great benefit to the Company;

     WHEREAS, the Company desires to secure the services of EGI  in
     the  event that the Company or any subsidiary is party  to  or
     the   subject   of  merger,  acquisition  and  other   similar
     transactions; and

      WHEREAS,  EGI  is  willing to provide such  services  to  the
Company, and the Company desires to secure such services from  EGI,
subject to the compensation arrangements and other terms set  forth
in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and
the  respective  agreements hereinafter set forth, and  the  mutual
benefits to be derived herefrom, EGI and the Company, intending  to
be legally bound, hereby agree as follows:

      1.    Engagement.   The Company hereby  engages  EGI  as  the
Company's non-exclusive financial advisor, and EGI hereby agrees to
provide  financial  advisory services to the Company,  all  on  the
terms and subject to the conditions set forth below.

     2.   Services of EGI to the Company.  EGI hereby agrees during
the  term  of this engagement to consult with the Company's  senior
management  ("Management") in such manner and on such business  and
financial matters as may be reasonably requested from time to  time
by  Management, with respect to each tender offer, stock  or  asset
acquisition,   stock  or  asset  sale,  merger,   exchange   offer,
recapitalization or other similar transaction involving the Company
or   any   direct  or  indirect  subsidiary  of  the   Company   (a
"Transaction").

      3.   Personnel.  EGI shall provide and devote the services of
such  officers  and employees of EGI as EGI shall deem  appropriate
for the performance of this Agreement.

      4.    Advisory  Fees.   In  consideration  for  the  services
performed hereunder:

          (i)  the Company shall pay EGI a fee in an amount equal to 35 basis
               points of the Enterprise Value of any Company Transaction;
               provided that such Enterprise Value is in excess of $15,000,000;
               and

<PAGE>
          
          (ii) the Company shall pay EGI a fee in an amount equal to 75 basis
               points of the Equity Value of any Change of Control Transaction.

Advisory  fees payable pursuant hereto shall in each such  case  be
paid  by or on behalf of the Company at the closing of the relevant
Transaction.

      5.    Expenses.  The Company shall promptly reimburse EGI for
such  reasonable travel expenses and other out-of-pocket  fees  and
expenses as may be incurred by EGI, its  officers and employees  in
connection with the rendering of services hereunder, regardless  of
whether  the Company Transaction or a Change of Control Transaction
with  respect  to  which such expenses and fees  were  incurred  is
consummated.

      6.   Term.  This Agreement will continue from the date hereof
until terminated as provided in this Section 6.  The Company  shall
have the right to terminate this Agreement by written notice to EGI
upon  the  earliest to occur of (a) consummation  of  a  Change  of
Control Transaction, and (b) the second anniversary of the date  of
this  Agreement.  EGI may terminate this Agreement at any  time  by
written notice to the Company.    No termination of this Agreement,
whether  pursuant to this paragraph or otherwise, shall affect  the
Company's  obligations with respect to the fees payable to  EGI  in
connection  with completed or ongoing transactions  (including  any
transactions  with respect to which EGI rendered  any  services  or
performed  any work, regardless of whether or not such  transaction
shall  have been consummated during the term of this Agreement,  so
long  as such transaction shall have been consummated within ninety
days  after expiration of such term), and fees, costs and  expenses
incurred by or on behalf of EGI in rendering services hereunder and
not  paid or reimbursed by the Company as of the effective date  of
such termination.

      7.    Liability.   None  of  EGI,  its  directors,  officers,
employees, shareholders, affiliates and agents shall be  liable  to
the  Company,  any  Company subsidiary or any of  their  respective
affiliates  for any loss, liability, damage or expense arising  out
of  or  in connection with the performance of services contemplated
by  this  Agreement, unless such loss, liability, damage or expense
shall  be judicially determined to result directly from their gross
negligence or intentional wrongdoing.

      8.    Indemnification.  The Company agrees to  indemnify  and
hold   harmless   EGI  and  its  directors,  officers,   employees,
shareholders, affiliates and agents against and from  any  and  all
loss,   liability,  suits,  claims,  costs  damages  and   expenses
(including   attorneys'  fees)  arising  from   their   performance
hereunder, except as a result of their judicially determined  gross
negligence or intentional wrongdoing.

     9.   EGI as Independent Contractor.  EGI and the Company agree
that  EGI  shall  perform  services  hereunder  as  an  independent
contractor, retaining control over and responsibility for  its  own
operations and personnel.  None of EGI and its officers, employees,
affiliates and agents shall be considered officers and employees of
the  Company  as a result of this Agreement nor shall any  of  them
have  authority to contract in the name of or bind the  Company  by
reason  of this Agreement, except as expressly agreed to in writing
by the Company  and EGI.

<PAGE>


      10.   Notices.  All notices provided for or permitted  to  be
given  under this Agreement must be in writing and shall be  deemed
delivered:   (a)  upon delivery if delivered in person;  (b)  three
business days after deposit in the United States mail, addressed to
the recipient, postage paid and registered or certified with return
receipt requested; (c) upon transmission if sent via telecopy, with
a   confirmation  copy  sent  via  overnight  mail,  provided  that
confirmation  of such overnight delivery is received;  or  (d)  one
business  day  after  deposit  with a  national  overnight  courier
provided  that confirmation of such overnight delivery is received.
Such  notices, demands and other communications shall  be  sent  to
each party at the address or telecopy number indicated below:



          If to EGI:Equity Group Investments, Inc.
                    Two North Riverside Plaza, Suite 600
                    Chicago, Illinois  60606
                    Attn:  Rod Dammeyer
                    Fax:  (312) 902-1512

          If to the
          Company:  Jacor Communications, Inc.
                    50 East RiverCenter Boulevard, 12th Floor
                    Covington, Kentucky 41011
                    Attn:     Chief Financial Officer
                    Fax: (606) 292-0222

      11.   Entire  Agreement; Modification.   This  Agreement  (a)
contains the complete and entire understanding and agreement of EGI
and  the Company with respect to the subject matter hereof, and (b)
supersedes  all  unperformed prior understandings,  conditions  and
agreements,  oral  or written, express or implied,  respecting  the
engagement   of   EGI   in   connection  with   potential   Company
Transactions, Change of Control Transactions and the other  subject
matter  hereof.  This Agreement may be amended  or  modified  in  a
writing duly executed by both of the parties hereto and not by  any
course of conduct, course of dealing or purported oral amendment or
modification.

     12.  Waiver of Breach.  The waiver by either party of a breach
of  any  provision of this Agreement by the other party  shall  not
operate  or  be construed as a waiver of any subsequent  breach  of
that provision or any other provision hereof.

     13.  Assignment.  Neither EGI nor the Company may assign their
rights  or  obligations under this Agreement  without  the  express
written  consent  of the other party hereto, except  that  EGI  may
assign  (a) this Agreement to any EGI affiliate reasonably believed
by  EGI  to be capable of adequately performing hereunder, and  (b)
any  and  all of its rights under this Agreement to receive payment
of  fees  and reimbursement of EGI's expenses as provided  in  this
Agreement.

     14.  Successors.  Subject to Section 13 hereof, this Agreement
and  all  the obligations and benefits hereunder shall  be  binding
upon and shall inure to the successors and permitted assigns of the
parties.

<PAGE>

      15.   Counterparts.   This  Agreement  may  be  executed  and
delivered  by each party hereto in separate counterparts,  each  of
which  when  so executed and delivered shall be deemed an  original
and  both of which taken together shall constitute one and the same
agreement.

      16.   No  Strict  Construction.  The language  used  in  this
Agreement  will be deemed to be the language chosen by the  parties
hereto  to  express  their mutual intent, and  no  rule  of  strict
construction will be applied against any party hereto.

      17.  CHOICE OF LAW.  ALL ISSUES AND QUESTIONS CONCERNING  THE
CONSTRUCTION,  VALIDITY,  ENFORCEMENT AND  INTERPRETATION  OF  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
DOMESTIC  LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING  EFFECT  TO
ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER  OF
THE  STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD  CAUSE
THE  APPLICATION  OF THE LAWS OF ANY JURISDICTION  OTHER  THAN  THE
STATE OF DELAWARE.

      18.   Certain Defined Terms.  For purposes of this Agreement,
the following terms have the meanings ascribed to them below:

           "Change  of  Control Transaction" with  respect  to  the
Company means any of the following:


                    A.   the acquisition by any individual, entity or group, in
                         a single transaction or in a series of transactions,
                         of all or substantially all of the assets or capital
                         stock of the Company and its subsidiaries, taken as 
                         a whole; provided; however, that for purposes of 
                         this Section 18.A., any and all assets and capital
                         stock sold, assigned or otherwise transferred or 
                         disposed of in order to satisfy actual or 
                         anticipated regulatory requirements in
                         connection with a Company Transaction or a Change of
                         Control Transaction shall be deemed to have been 
                         transferred to the individual, entity or group 
                         which is acquiring all or substantially
                         all of the Company's other assets; or

                    B    the   consummation   of   a   merger    or
                         consolidation  (i) as a result  of  which,
                         the  holders  of  all of  the  issued  and
                         outstanding  common stock of  the  Company
                         immediately prior to such transaction  own
                         less   than   50%   of  the   issued   and
                         outstanding  common  stock of the  Company
                         or  surviving corporation, as the case may
                         be,  or  (ii)  constituting a  "merger  of
                         equals"  if  after giving effect  thereto,
                         less  than 60% of the members of the Board
                         of  Directors of the Company or  surviving
                         corporation  were,  immediately  prior  to
                         such transaction, members of the Board  of
                         Directors of the Company.

<PAGE>




          "Company Transaction" means any Transaction that is not a
Change of Control Transaction.

            "Enterprise  Value"  means  the  total  value  of   the
transferred  asset(s) or securities including, without  limitation,
the  aggregate amount of consideration (including the  fair  market
value  of  securities  issued or sold) required  to  complete  such
Transaction  plus  the amount of indebtedness, preferred  stock  or
similar items assumed or remaining outstanding.  In the event of  a
transaction  involving the "swap" of assets (with or without  other
consideration), the Enterprise Value shall be determined  based  on
the  average value of the assets transferred by the Company and the
Assets  received by the Company in exchange therefor, as reasonably
determined by the Company and agreed to by EGI, taking into account
third-party valuations, if any.

           "Equity Value" means (A) the sum of the product  of  (x)
the  per-share consideration payable for each class  or  series  of
securities in connection with such Transaction, and (y) the  number
of  fully  diluted  shares of each such  class  or  series  of  the
Company, which number shall include, without limitation, all issued
and  outstanding shares, plus all director, officer,  employee  and
other options and units, all contingent shares, warrants and LYONs,
and   all   other  securities  and  contract  rights   convertible,
exercisable  or exchangeable directly or indirectly,  for  or  into
common shares, in each case, on an "as converted" basis and without
regard  to whether such securities or rights are currently "in  the
money,"  exercisable, convertible or exchangeable  or  whether  the
holder thereof elects to participate in the Transaction or has  the
right  to  so  elect,  less (B) the aggregate  amount  of  proceeds
payable  to the Company in respect of the conversion, exercise  and
exchange, as the case may be, of the securities and rights referred
to  in  clause  (y) above.  As clarification (and  not  by  way  of
limitation),  the Company and EGI acknowledge and  agree  that  the
number  of  fully  diluted Company shares as of  the  date  hereof,
calculated   in   the  manner  provided  above,  is   approximately
66,257,000  and,  as  set forth in the example attached  hereto  as
Schedule  A,  would  result in an Equity Value calculation  as  set
forth in such Schedule.

<PAGE>


      IN  WITNESS  WHEREOF, EGI and the Company  have  caused  this
Agreement  to be duly executed and delivered on the date  and  year
first above written.




                                   EQUITY GROUP INVESTMENTS, INC.

                                   By: Rod Dammeyer
 _______________________________

                                   Its:
_______________________________

                                   JACOR COMMUNICATIONS, INC.

                                   By: R. Christopher Weber
 _______________________________

                                   Its: SVP & CFO
_______________________________