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, 1996

                               OR

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


                  Commission File No. 0-12404

                  JACOR COMMUNICATIONS, INC.


A Delaware Corporation            Employer Identification
                                       No. 31-0978313

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


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



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

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

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


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



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

                             INDEX



                                                       Page

                                                      Number

PART I.  Financial Information

     Item 1. - Financial Statements

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

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

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

          Notes to Condensed Consolidated Financial
            Statements                                   6



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


PART II. Other Information

     Item 5. - Other Information                       21

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

     Signatures                                        40

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

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

 Property and equipment, net                     141,259        30,801
 Intangible assets, net                        1,341,430       127,158
 Other assets                                     98,032        14,265

            Total assets                     $ 1,717,221     $ 208,839


LIABILITIES AND SHAREHOLDERS' EQUITY

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

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

Shareholders' equity:
  Common stock, $.01 par value                       312           182
  Additional paid-in capital                     430,307       118,248
  Common stock warrants                           72,644           388
  Retained earnings                               24,992        20,255

           Total shareholders' equity            528,255       139,073
           Total liabilities and
             shareholders' equity            $ 1,717,221     $ 208,839



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

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



<CAPTION>
                                Three Months Ended         Nine Months Ended
                                    September 30,            September 30,

                                  1996        1995         1996         1995
<S>                           <C>         <C>          <C>          <C>
Broadcast revenue             $   60,143  $   36,116   $  142,176   $  97,648
  Less agency commissions          5,817       3,822       14,656      10,472
    Net revenue                   54,326      32,294      127,520      87,176

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

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

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

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


NET INCOME PER COMMON SHARE:

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

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



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

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


                                                    1996           1995
Cash flows from operating activities:
<S>                                             <C>             <C>

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

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

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

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

Net increase (decrease) in cash and
  cash equivalents                                 45,384        (21,319)
Cash and cash equivalents at
  beginning of period                               7,437         26,975

Cash and cash equivalents at end of period      $  52,821        $ 5,656


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

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





1.   FINANCIAL STATEMENTS

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

2.   ACQUISITIONS

     Completed Acquisitions

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






2.   Completed Acquisitions, Continued
     
     In February 1996, the Company entered into an agreement
     to acquire Citicasters Inc. ("Citicasters") through a
     merger of Citicasters with and into a wholly owned
     Jacor subsidiary (the "Citicasters Merger").
     Citicasters owned and/or operated 19 radio stations,
     located in Atlanta, Phoenix, Tampa, Portland, Kansas
     City, Cincinnati, Sacramento, Columbus and two
     television stations, one located in Tampa and one in
     Cincinnati. The Company consummated the Citicasters
     Merger in September 1996 for an approximate aggregate
     value of $847.3 million, which included the purchase of
     all outstanding shares of Citicasters common stock, the
     assumption of Citicasters outstanding indebtedness and
     the issuance of warrants to purchase an aggregate of
     4,400,000 shares of Common Stock.  Each Citicasters
     Warrant is exercisable for .2035247 of a share of the
     Company's common stock at an exercise price of $28.00
     per full share.
     
     In March 1996, the Company entered into an agreement to
     acquire the FCC licenses of WCTQ-FM and WAMR-AM in
     Venice, Florida and to purchase certain real estate and
     transmission facilities necessary to operate the
     stations.  In June 1996, the Company consummated this
     acquisition for a purchase price of approximately $4.4
     million.
     
     In June 1996, the Company entered into an agreement to
     acquire the FCC licenses of WLAP-AM, WMXL-FM and WWYC-
     FM in Lexington, Kentucky and to purchase real estate
     and transmission facilities necessary to operate the
     stations.  In August 1996, the Company consummated this
     acquisition for a purchase price of approximately $14.0
     million.
     
     In June 1996, the Company financed the purchase by
     Critical Mass Media, Inc. ("CMM") of a 40% interest in
     a newly formed limited liability company which
     purchased for $540,000 the assets of Duncan American
     Radio, Inc.  CMM is a marketing research and radio
     consulting business which is owned by a limited
     partnership of which the Company is the 5% general
     partner and a corporation wholly owned by Randy
     Michaels, the Chief Executive Officer of the Company,
     is the 95% limited partner.
     
     The completed acquisitions are accounted for as
          purchases.
     The excess cost over the fair value of identifiable
     net assets acquired will be amortized over 40 years.
     Assuming each of these acquisitions had taken place
     at the beginning of 1996 and 1995, respectively,
     unaudited pro forma consolidated results of
     operations would have been as follows (in thousands
     except per share amounts):
                              
         JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)






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

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

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

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



     Pending Acquisitions

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






     Pending Acquisitions, Continued

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

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






     Pending Acquisitions, Continued

     In addition, in October 1996, Jacor entered into three
     separate binding agreements with three unaffiliated
     radio broadcast companies whereby the Company will
     acquire the FCC licenses and assets of a total of nine
     radio stations.  These agreements are with Palmer
     Broadcasting Limited Partnership ("Palmer") to acquire
     WHO-AM and KLYF-FM in Des Moines and WMT-AM and WMT-FM
     in Cedar Rapids for a purchase price of $52.5 million,
     providing the Company with a leading position with four
     powerful broadcast signals; with Clear Channel Radio,
     Inc. to purchase KTWO-AM, KMGW-FM and the Wyoming Radio
     Network, in Casper, Wyoming for a purchase price of
     $1.9 million; and with Colfax Communications to acquire
     KIDO-AM and KLTB-FM in Boise, Idaho and KARO-FM in
     Caldwell, Idaho for a purchase price of $11.0 million
     in cash.  An aggregate of $5.9 million has been placed
     in escrow in connection with these acquisitions.
     

3.   OTHER ASSETS

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

                             September 30,       December 31,
                                 1996                1995

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

                              $  98,032           $ 14,265


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

4.   LONG-TERM DEBT

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

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




4.   LONG-TERM DEBT, Continued
     
     Former Credit Facility
     
     On February 20, 1996 the Company entered into a credit
     facility (the "Former Credit Facility") with a group of
     banks.  The Company borrowed approximately $200 million
     under the facility in conjunction with the Noble and
     other acquisitions.  In June 1996, outstanding
     borrowings were repaid from a portion of the proceeds
     from public debt and common stock offerings (see notes
     4, 5 and 6).
     
     
     New Credit Facility
     
     In June 1996, the Company entered into a new credit
     facility (the "New Credit Facility").  The New Credit
     Facility is with a syndicate of banks and other
     financial institutions.  The New Credit Facility
     provides availability of up to $600 million of loans in
     three components: (i) a revolving credit facility of up
     to $200 million with mandatory semi-annual commitment
     reductions beginning in December 1998 and a final
     maturity date of October 21, 2003; (ii) a term loan of
     up to $300 million with scheduled semi-annual
     reductions beginning December 1997 and a final maturity
     date of September 18, 2003; and (iii) a term loan of up
     to $100 million with scheduled semi-annual reductions
     beginning December 1998 and a final maturity date of
     September 18, 2004.
     
     Borrowings under the New Credit Facility bear interest
     at rates that fluctuate with a bank base rate and/or
     the Eurodollar rate.  The weighted average interest
     rate at September 30, 1996 was 7.73%.
     
     Loans under the New Credit Facility are guaranteed by
     the Company and each of the Company's direct and
     indirect subsidiaries other than certain immaterial
     subsidiaries.  The Company's obligations with respect
     to the New Credit Facility and each guarantor's
     obligations with respect to the related guaranty is
     collateralized by substantially all of their respective
     assets, and, in the case of the Company's subsidiaries,
     capital stock.
     
     The New Credit Facility contains covenants and
     provisions that restrict, among other things, the
     Company's ability to: (i) incur additional
     indebtedness; (ii) incur liens on its property; (iii)
     make investments and advances; (iv) enter into
     guarantees and other contingent obligations; (v) merge
     or consolidate with or acquire an other person or
     engage in other fundamental changes; (vi) engage in
     certain sales of assets; (vii) make capital
     expenditures; (viii) enter into leases; (ix) engage in
     certain transactions with affiliates; and (x) make
     restricted junior payments.  The New Credit Facility
     also requires satisfaction of certain financial
     performance criteria (including a consolidated interest
     coverage ratio, a leverage-to-operating cash flow ratio
     and a consolidated operating cash flow available for
     fixed charges ratio) and the repayment of loans under
     the New Credit Facility with proceeds of certain sales
     of assets and debt issuances, and with 50% of the
     Company's Consolidated Excess Cash Flow (as defined in
     the New Credit Facility).


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



     
     
4.   LONG-TERM DEBT, Continued
     
     
     10 1/8% Senior Subordinated Notes Due 2006
     
     In June 1996, the Company completed an offering of $100
     million of its 10 1/8% Senior Subordinated Notes (the
     "Notes").  The Notes will mature on June 15, 2006.
     Interest on the Notes is payable semi-annually on June
     15 and December 15 of each year, commencing December
     15, 1996.  The Company will not be required to make any
     mandatory redemption or sinking fund payment with
     respect to the Notes prior to maturity.  The Notes will
     be redeemable at the option of the Company, in whole or
     in part, at any time on or after June 15, 2001.  The
     redemption prices commence at 105.063% and are reduced
     by 1.688% annually until June 15, 2004 when the
     redemption price is 100%.
     
     The Notes are general, unsecured obligations of the
     Company subordinated in right of payment to all senior
     debt of the Company including the New Credit Facility.
     
     The Note Indenture contains certain covenants which
     impose certain limitations and restrictions on the
     ability of the Company to incur additional
     indebtedness, pay dividends or make other
     distributions, make certain loans and investments,
     apply the proceeds of asset sales (and use the proceeds
     thereof), create liens, enter into certain transactions
     with affiliates, merge, consolidate or transfer
     substantially all its assets and make investments in
     unrestricted subsidiaries.
     
     9 3/4% Senior Subordinated Notes
     
     In September 1996, as a result of the merger with
     Citicasters, the Company assumed obligations of
     Citicasters' outstanding 9 3/4% Senior Subordinated
     notes due 2004 (the "9 3/4% Notes").  As a result of a
     change of control covenant in the 9 3/4% Notes, the
     holders had the option to cause the Company to purchase
     the 9 3/4% Notes at 101%, and in October 1996,
     approximately $107 million par value of the 9 3/4%
     Notes were put to the Company pursuant to this
     covenant.
     
     
5.   LIQUID YIELD OPTION NOTES
     
     In June 1996, the Company issued 5.5% Liquid Yield
     Option Notes ("LYONs") due 2011 in the aggregate
     principal amount at maturity of $259,900,000.  Each
     LYON had an issue price of $443.14 and a principal
     amount at maturity of $1,000.  At September 30, 1996
     the accreted value of the LYONs was $117.1 million
     which included $1.6 million of accretion during the
     third quarter.
     
     Each LYON is convertible, at the option of the Holder,
     at any time on or prior to maturity, unless previously
     redeemed or otherwise purchased, into Common Stock at a
     conversion rate of 13.412 shares per LYON.
     
           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)



     
     
5.   LIQUID YIELD OPTION NOTES, Continued
     
     The LYONs are not redeemable by the Company prior to
     June 12, 2001.  Thereafter, the LYONs are redeemable
     for cash at any time at the option of the Company, in
     whole or in part, at redemption prices equal to the
     issue price plus accrued original issue discount to the
     date of redemption.
     
     The LYONs will be purchased by the Company, at the
     option of the Holder, on June 12, 2001 and June 12,
     2006, for a Purchase Price of $581.25 and $762.39
     (representing issue price plus accrued original issue
     discount to each date), respectively, representing a
     5.50% yield per annum to the Holder on such date,
     computed on a semiannual bond equivalent basis.  The
     Company, at its option, may elect to pay the purchase
     price on any such purchase date in cash or Common
     Stock, or any combination thereof.
     
     
6.   CAPITAL STOCK

     Issuance of Additional Common Stock

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





LIQUIDITY AND CAPITAL RESOURCES

Completed Acquisitions

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

In June 1996, the Company entered into an agreement to
acquire the FCC licenses of WLAP-AM, WMXL-FM and WWYC-FM in
Lexington, Kentucky and to purchase real estate and
transmission facilities necessary to operate the stations.
In August 1996, the Company consummated this acquisition for
a purchase price of approximately $14.0 million.

In July 1996, the Company completed the acquisition of
Noble, which owned ten radio stations serving Denver, St.
Louis and Toledo.  Previously, the Company purchased Noble's
operating assets in San Diego which included an exclusive
sales agency agreement under which Noble, and now the
Company, provides programming to and sells air time for two
radio stations serving San Diego (XTRA-AM and XTRA-FM).  The
aggregate value of the completed Noble acquisition is
approximately $160.0 million, including related fees and
expenses.

In September 1996, the Company completed the acquisition of
Citicasters through a merger of Citicasters with and into a
wholly owned Jacor subsidiary.  Citicasters owned and/or
operated 19 radio stations, located in the United States in
Atlanta, Phoenix, Tampa, Portland, Kansas City, Cincinnati,
Sacramento, Columbus and two television stations, one
located in Tampa and one in Cincinnati.  The Company
consummated the Citicasters merger for an approximate
aggregate value of $847.3 million, which included (i) the
purchase of all outstanding shares of Citicasters common
stock at $29.50 per share for approximately $624.5 million
in cash, (ii) the assumption of Citicasters
9 3/4% notes ($125 million), (iii) the payoff of Citicasters
outstanding bank loan ($20 million), and (iv) the issuance
of warrants to purchase an aggregate of 4.4 million shares
of common stock (valued at $72.6 million).

Citicasters' outstanding 9 3/4% Notes became obligations of
the surviving corporation in the merger.  As a result of a
change in control covenant in the indenture pursuant to
which such Notes were issued, the holders of the 9 3/4%
Notes were permitted to cause the Company to purchase the
Notes at 101% of the principal amount thereof.  In October
1996, approximately $107 million of the 9 3/4% notes were
put to the Company pursuant to the change in control
covenant.  The put was funded from borrowings under the New
Credit Facility.

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



LIQUIDITY AND CAPITAL RESOURCES

Completed Acquisitions, Continued

The completed acquisitions were funded as follows: (i)
$303.6 million proceeds from the public offering of 11.25
million shares of Common Stock, (ii) $115.2 million in
proceeds from the Liquid Yield Option Notes public offering,
(iii) $100.0 million from the 10 1/8% Senior Subordinated
Notes public offering, and (iv) $400 million in borrowings
under the New Credit Facility.

Pending Acquisitions

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

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

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


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




LIQUIDITY AND CAPITAL RESOURCES

Credit Facilities and Other

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

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

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


RESULTS OF OPERATIONS

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


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


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

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

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

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

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

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

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

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

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


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


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


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

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


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

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

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

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

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

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

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


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




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

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

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

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


CASH FLOWS

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

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


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



CASH FLOWS, Continued


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

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

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



Item 5.  Other Information

COMPETITION; CHANGES IN THE BROADCASTING INDUSTRY

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

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

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

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

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




Item 5.  Other Information, Continued

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

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

       Television   stations  compete  for   audiences   and
advertising   revenues  with  radio  and  other   television
stations and multichannel video delivery systems in
their broadcast areas and with other advertising media  such
as newspapers,
magazines,  outdoor advertising and direct mail. Competition
for  sales of television advertising time is based primarily
on   the   anticipated  and  actually  delivered  size   and
demographic  characteristics of audiences as  determined  by
various   services,  price,  the  time  of  day   when   the
advertising  is  to  be  broadcast, competition  from  other
television   stations,   including   affiliates   of   other
television broadcast networks, cable television systems  and
other media and general economic conditions. Competition for
audiences        is        based        primarily         on


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




Item 5.  Other Information, Continued

the  selection of programming, the acceptance  of  which  is
dependent  on the reaction of the viewing public,  which  is
often  difficult  to predict. Additional elements  that  are
material  to the competitive position of television stations
include management experience, authorized power and assigned
frequency.  The broadcasting industry is continuously  faced
with  technical changes and innovations, the  popularity  of
competing entertainment and communications media, changes in
labor  conditions, and governmental restrictions or  actions
of  Federal  regulatory bodies, including the  FCC,  any  of
which  could possibly have a material effect on a television
station's operations and profits. There are sources of video
service  other  than conventional television  stations,  the
most  common  being  cable television,  which  can  increase
competition  for  a  broadcasting  television   station   by
bringing   into  its  broadcast  area  distant  broadcasting
signals  not otherwise available to the station's  audience,
serving    as    a   distribution   system   for    national
satellite-delivered  programming  and  other   non-broadcast
programming  originated  on  a  cable  system  and   selling
advertising  time  to  local  advertisers.  Other  principal
sources   of  competition  include  home  video  exhibition,
direct-to-home   broadcast  satellite   television   ("DBS")
entertainment    services   and   multichannel    multipoint
distribution   services   ("MMDS").   Moreover,   technology
advances   and  regulatory  changes  affecting   programming
delivery  through  fiber  optic telephone  lines  and  video
compression  could  lower  entry  barriers  for  new   video
channels  and  encourage  the  development  of  increasingly
specialized "niche" programming. The Telecommunications  Act
of  1996 (the "Telecom Act") permits telephone companies  to
provide video distribution services via radio communication,
on  a  common carrier basis, as "cable systems" or as  "open
video systems," ("OVS")each pursuant to different regulatory
schemes.   The Company is unable to predict the effect  that
technological  and  regulatory  changes  will  have  on  the
broadcast   television   industry   and   on   the    future
profitability and value of a particular broadcast television
station.

      Recent  acquisitions  of,  or  investments  in,  cable
multiple-system   operators  ("MSOs")  by   local   exchange
carriers  ("LECs")  by  Regional  Bell  Operating  Companies
("RBOCs")  in the United States, market tests by  both  LECs
and  cable  MSOs in various states, and major infrastructure
upgrades  announced  by both LECs and  cable  MSOs,  presage
major  expansions  of  wired  communications  networks   and
consequently  their capacities to deliver video programming.
The   Telecom  Act  repealed  the  "telephone  company/cable
television  cross-ownership prohibition,"  thereby  enabling
LECs,  including  the  RBOCs, to  provide  cable  television
service  in  their telephone service areas.  LECs  may  not,
however,  acquire more than a 10 percent ownership  interest
in,  or  enter  into joint ventures with, cable  systems  in
their telephone service areas.  The 1996 Act also gives LECs
the  option  to provide video programming services  over  an
"open video system," or OVS, in which programming on no more
than  one-third of the system's channels may be selected  by
the  LEC or its affiliates.  The OVS model may be attractive
to  LECs because it is not subject to many of the regulatory
requirements  applicable to traditional cable systems,  such
as  the  requirement  to  obtain a  local  cable  television
franchise.   In  addition, a number of LECs  have  announced
their  intention to provide video programming services  over
MMDS "wireless cable" systems.
         

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




Item 5.  Other Information, Continued

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

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

FEDERAL REGULATION OF BROADCASTING

      The  ownership,  operation and sale  of  stations  are
subject  to  the jurisdiction of the FCC, which  acts  under
authority  granted by the Communications  Act  of  1934,  as
amended (the "Communications Act"). Among other things,  the
FCC assigns frequency bands for broadcasting; determines the
particular  frequencies, locations and  power  of  stations;
issues,  renews,  revokes  and  modifies  station  licenses;
determines  whether  to  approve  changes  in  ownership  or
control  of  station licenses; regulates equipment  used  by
stations;  adopts  and implements regulations  and  policies
that  directly or indirectly affect the ownership, operation
and  employment practices of stations; and has the power  to
impose  penalties  for  violations  of  its  rules  or   the
Communications  Act.  On  February 8,  1996,  the  President
signed  the  Telecom  Act.  The  Telecom  Act,  among  other
measures,  directs  the  FCC to (a) eliminate  the  national
radio   ownership  limits;  (b)  increase  the  local  radio
ownership limits as specified in the Telecom Act; (c)  issue
broadcast licenses for periods of eight years; (d) eliminate
the  opportunity  for  the filing of competing  applications
against  broadcast renewal applications and (e)  modify  the
rules   governing   in-market  radio-television   ownership.
Certain  of  these measures have been adopted  by  the  FCC.
Other  provisions of the Telecom Act will be acted  upon  by
the FCC through rule-making proceedings, presently scheduled
for action during 1996 and 1997.

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

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

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



Item 5.  Other Information, Continued

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

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


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


Item 5.  Other Information, Continued

      License  renewals (expiring in 2003) were  granted  in
1996  for  the  Company's  Florida,  Georgia,  Kentucky  and
certain  of its Ohio radio stations.  Presently pending  are
renewal  applications  for six of the Company's  Ohio  radio
stations  and  for  the  Company's  three  St.  Louis  radio
stations,  four Kansas City radio stations and for  WTSP-TV,
St.  Petersburg, Florida.  The six Ohio radio  stations  are
subject  to  a  petition challenging the  renewal  of  their
licenses and those of certain other broadcasters for alleged
failure   to   comply  with  equal  employment   opportunity
policies.   The Company has responded to that  petition  and
anticipates  obtaining license renewals for full  terms  for
these Ohio stations.  Renewal applications will be filed  in
1997  for  the  remainder of the Company's station  licenses
that  are currently due to expire in 1997.  The Company does
not  anticipate any material difficulty in obtaining license
renewals for full terms in the future.

      Regent  has obtained renewals for full terms (expiring
in 2002) for its South Carolina radio stations and (expiring
2003)  for  its Kentucky and Indiana stations.   Regent  has
renewal  applications pending before the FCC for its  Kansas
City,    Missouri,   radio   station.    Regent's    renewal
applications  for WFIA-AM and WDJX-FM, Louisville,  are  the
subject  of  a  petition to deny filed by a former  employee
against  whom a non-compete provision was enforced.   Regent
expects  the FCC to grant renewals for full terms for  these
stations.   Renewal  applications  will  be  filed  for  the
remainder of the Regent stations in 1997.  The Gannett radio
station   renewal  applications  will  be  filed  in   1997.
Regarding  other proposed acquisitions, renewal applications
are  presently pending for WCWA-AM and WIOT-FM, Toledo (also
subject  to a petition to deny on EEO grounds), and for  the
Palmer  stations  in Cedar Rapids and Des  Moines.   Renewal
applications will be filed in 1997 for the licenses  of  the
other stations to be acquired.

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


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


Item 5.  Other Information, Continued

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

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

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

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

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



Item 5.  Other Information, Continued

      Under  current FCC rules, shareholders of the  Company
with  5%  or  more  of  the outstanding  votes  (except  for
qualified  institutional  investors,  for  which   the   10%
benchmark  is  applicable), if any, are considered  to  hold
attributable  interests  in the  Company.  Such  holders  of
attributable interests must comply with or obtain waivers of
the  FCC's multiple and cross ownership limits.  Other  than
Zell/Chilmark Fund L.P. (the holder of approximately 42%  of
the  Company's Common Stock), no individuals or  entity  has
reported to the SEC that is has acquired 5% or more  of  the
outstanding stock of the Company; however certain  qualified
investors need not submit such a report until 45 days  after
the end of the calendar year.  In the event that the Company
learns  of  a  new  attributable  shareholder  and  if  such
shareholder  holds interests that exceed the FCC  limits  on
media  ownership,  the Company has the  corporate  power  to
redeem stock of its shareholders to the extent necessary  to
be   in   compliance   with  FCC  and   Communications   Act
requirements,  including  limits  on  media   ownership   by
attributable parties and alien ownership.

     The rules also generally prohibit the acquisition of an
ownership  or control position in a television  station  and
one  or  more radio stations serving the same market (termed
the   "one-to-a-market"  rule).  Current  FCC  policy  looks
favorably  upon  waiver requests relating to television  and
AM/FM  radio  combinations in the top 25 television  markets
where  at least 30 separately owned broadcast stations  will
remain   after   the  combination.  One-to-a-market   waiver
requests  in other markets, as well as those in the  top  25
television  markets  that  involve  the  combination  of   a
television station and more than one same service (AM or FM)
radio  station, presently are evaluated by the FCC  pursuant
to  a  fact-based, five-part, case-by-case review.  The  FCC
also  has  an  established policy for granting waivers  that
involve  "failed" stations. The FCC currently is considering
changes to its one-to-a-market waiver standards in a pending
rule-making  proceeding. The FCC also plans  to  review  and
possibly   modify  its  current  prohibitions  relating   to
ownership  or control positions in a daily newspaper  and  a
broadcast  station in the same market.  In conjunction  with
the  Company's acquisition of the Citicasters stations,  the
FCC granted the Company's request for waivers of the one-to-
a-market  rule to permit common ownership of radio  stations
and a television station in each of Cincinnati and Tampa-St.
Petersburg,  subject  to the outcome in  the  pending  rule-
making  proceeding.   The FCC waiver  directed  that  should
divestiture  be  required as a result  of  that  rule-making
proceeding,  the  Company  will  be  required  to  file   an
application  for FCC consent to sell the necessary  stations
within  six months from the release of the FCC order in  the
rule-making proceeding.   The Company filed in October  1996
an application for the sale of WTSP-TV, St. Petersburg.  The
sale  of  that  station will render moot the one-to-a-market
waiver   granted  the  Company  for  radio  and   television
ownership  in  Tampa-St.  Petersburg.   There  can   be   no
assurance  that the FCC will adopt a revised one-to-a-market
policy  in its rule-making proceeding that would permit  the
Company  to continue to own WKRC-TV, Cincinnati, along  with
all  of  its  current  Cincinnati-area radio  stations.   If
divestitures                  are                  required,


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



Item 5.  Other Information, Continued

there can be no assurance that the Company would be able  to
obtain full value for such stations or that such sales would
not  have  a  material  adverse impact  upon  the  Company's
business, financial condition or results of operations.   In
such  event,  the  Company's  intention  would  be  to  seek
reconsideration and/or appellate court review of  the  FCC's
decision.

      Holders  of  non-voting stock generally  will  not  be
attributed an interest in the issuing entity, and holders of
debt   and   instruments   such  as  warrants,   convertible
debentures,  options,  or  other non-voting  interests  with
rights of conversion to voting interests generally will  not
be  attributed  such  an  interest  unless  and  until  such
conversion  is  effected. The FCC is  currently  considering
whether  it  should expand its attribution  rules  to  reach
certain  of  these interests in certain circumstances.   The
Company  cannot predict whether the FCC will adopt these  or
other changes in its attribution policies.

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

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

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


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



Item 5.  Other Information, Continued

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

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

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

      The FCC has held that LMAs do not per se constitute  a
transfer   of   control  and  are  not   contrary   to   the
Communications Act provided that the licensee of the station
maintains  complete  responsibility  for  and  control  over
operations    of    its   broadcast   station    (including,
specifically,  control over station finances, personnel  and
programming) and complies with applicable FCC rules and with
antitrust  laws. At present, the FCC is considering  whether
it   should   treat   as  attributable   multiple   business
arrangements  among  local stations,  such  as  joint  sales
accompanied  by debt financing.  Separately,  the  Antitrust
Division  of  the  Department  of  Justice  (the  "Antitrust
Division")   is  evaluating  JSA  arrangements   under   the
antitrust laws.   The Company cannot predict whether it will
be  required to terminate or restructure its JSAs  or  other
arrangements in the future.

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




Item 5.  Other Information, Continued

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

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

     FCC Consideration of Acquisitions.      The Company has
filed the requisite applications with FCC for its consent to
the   transactions  (each  referred  to   as   a   "Transfer
Application").   Once  a  Transfer  Application   has   been
accepted by the FCC, then pursuant to the Communications Act
and  the  FCC's  rules  interested third  parties  may  file
petitions to deny the  Transfer Application for a period  of
thirty days following public notice of the acceptance of the
Transfer  Application,  and  thereafter  may  file  informal
objections  until the Transfer Application is  granted.   To
date,   the   public  comment  periods   on   the   Transfer
Applications have not yet expired.

      In  the  event that an opposition against  a  Transfer
Application is filed that raises substantial issues, the FCC
would determine on the basis of the opposition, responses to
the opposition that may be filed by the applicants, and such
other facts as it may officially notice, whether there  were
substantial  and material issues of fact that would  require
an  evidentiary hearing to resolve. In the absence of issues
requiring an evidentiary hearing, and upon a finding that  a
grant  of  the Transfer Application would serve  the  public
interest,  convenience and necessity, the FCC, or the  FCC's
staff acting by delegated authority, will grant the Transfer
Application. In the unlikely event that there are any issues
of  fact  which  cannot be resolved without  an  evidentiary
hearing,  the  FCC could designate the Transfer  Application
for  such a hearing, and the consummation of the transaction
at  issue  could  be jeopardized due to the length  of  time
ordinarily required to complete such proceedings.

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




Item 5.  Other Information, Continued

      Within thirty days following FCC public notice of such
a  grant,  parties  in  interest may  file  a  petition  for
reconsideration requesting that the FCC (or the FCC's  staff
in  the  case  of  a  staff grant), reconsider  its  action.
Alternatively  in  the  case of a staff  grant,  parties  in
interest  may  within  the same thirty-day  period  file  an
"Application for Review" requesting that the FCC review  and
set aside the staff grant. In the event of a staff grant,  a
party in interest could take both actions, by first filing a
petition  for  reconsideration with  the  staff  and  later,
within thirty days following public notice of the denial  of
that petition, filing an Application for Review. In the case
of  a  staff grant, the FCC may also review the staff action
on  its own motion within forty days following public notice
of  the  staff's action. The FCC may review any of  its  own
actions  on  its  own  motion within thirty  days  following
public notice of the action.

     Within thirty days of public notice of an action by the
FCC  (i)  granting the Transfer Application, (ii) denying  a
petition   for   reconsideration  of   such   a   grant   or
(iii)  denying an Application for Review of a  staff  grant,
parties  in  interest  may appeal the FCC's  action  to  the
U.S. Court of Appeals for the District of Columbia Circuit.

      In  the event that the Transfer Application should  be
denied,  the  Company  and the seller would  have  the  same
rights  to  seek reconsideration or review and to appeal  as
set forth above with respect to adverse parties.

      If  the  FCC does not, on its own motion,  or  upon  a
request  by  an  interested  party  for  reconsideration  or
review,  review a staff grant or its own action  within  the
time  periods set forth above, an action by the FCC  or  its
staff  granting the Transfer Application would become final.
The  Gannett Agreement provides that if all other conditions
to  the  exchange are satisfied or waived, the  parties  are
obligated   under  certain  conditions  to  consummate   the
exchange  upon the issuance of an FCC grant of the  Transfer
Application, even if such grant has not become  final.   The
Regent  Merger  Agreement  provides  as  a  precondition  to
closing  that the FCC grant of the Transfer Application  has
become final, subject to waiver under certain circumstances.

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

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


Item 5.  Other Information, Continued

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

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

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

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



Item 5.  Other Information, Continued

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

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

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

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



Item 5.  Other Information, Continued

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

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

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



Item 5.  Other Information, Continued

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

ANTITRUST CONSIDERATIONS

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

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

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





Item 5.  Other Information, Continued

     Subsequent to the passage of the Telecom Act, the radio
broadcast  industry has been subject to an increased  amount
of scrutiny by the Antitrust Division.  Such scrutiny caused
the  Company  to  experience  delays  in  closing  both  the
Citicasters  Merger and the Noble acquisition and  to  incur
increased  transaction costs.  The Company could  experience
similar delays and increased costs in connection with future
transactions,   including  one  or  more  of   the   pending
acquisitions.

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

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

      The  Company  is in the process of responding  to  the
civil  investigative  demands received  from  the  Antitrust
Division.   Although  the  Company  does  not  believe  that
antitrust considerations will adversely affect the Company's
ability to successfully implement its business strategy, the
effects  of  the  Antitrust Division's heightened  level  of
scrutiny on the radio broadcast industry and on the  Company
are  uncertain.   There  can  be no  assurances  that  these
concerns will not negatively impact the Company.


          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

                  PART II - OTHER INFORMATION
                              


     Item 6.  Exhibits and Reports on Form 8-K

        (a)    Exhibits.

     Number      Description                                        Page

      4.1       Second Amendment dated as of
               September 18, 1996 to Credit
               Agreement dated as of June 12,
                 1996 by and among Citicasters Inc.
               (as successor by merger to JCAC, Inc.),
               the Lenders named therein, The Chase
               Manhattan Bank (as successor by merger
               to Chemical Bank), as Administrative
               Agent, Banque Paribas, as Documentation
               Agent, and Bank of America Illinois,
               as Syndication Agent (omitting exhibits
               not deemed material)                                 41

      4.2      Third Amendment dated as of October 8,
               1996 to Credit Agreement dated as of
               June 12, 1996 by and among Citicasters Inc.
               (as successor by merger to JCAC, Inc.), the
               lenders named therein, The Chase Manhattan
               Bank (as successor by merger to Chemical
               Bank), as Administrative Agent, Banque
               Paribas, as Documentation Agent, and Bank
               of America Illinois, as Syndication Agent
               (omitting exhibits not deemed material)             65

     10.1      Employment Agreement dated February 20, 1996
               by and between Noble Broadcast Group, Inc.
               and John T. Lynch, as assumed by the
               Registrant effective July 15, 1996.                 89

     10.2      Employment Agreement dated February 20, 1996
               by and between Noble Broadcast Group, Inc.
               and Frank A. DeFrancesco, assumed by the
               Registrant effective July 15, 1996.                101

       11        Statement re computation of consolidated
                 income (loss) per common share                   113

       27        Financial Data Schedule                          114

      99.1          Press Release dated November 11, 1996         115


          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

                  PART II - OTHER INFORMATION
                              


     Item 6.  Exhibits and Reports on Form 8-K

         (b)      Reports on Form 8-K

               During the third quarter of 1996, the Company
          filed  a Form 8-K relating to the consummation  of
          the Noble acquisition on July 15, 1996.  Such Form
          8-K  was  filed with the Securities  and  Exchange
          Commission  (the "Commission") on July  30,  1996.
          The  Noble historical financial statements and pro
          forma   financial  statements  relating   to   the
          Company's acquisition of Noble had been previously
          filed  with the Commission on May 23, 1996, as  an
          amendment to the Company's Form 8-K filed with the
          Commission  on  March 6, 1996 in which  the  Noble
          acquisition  was first reported as  a  significant
          acquisition.

                During  the fourth quarter of 1996 to  date,
          the Company has also filed additional Form 8-Ks on
          the following dates: October 3, 1996 (relating  to
          the   consummation  of  the  Citicasters  Merger),
          October 11, 1996 (relating to the execution of the
          definitive  agreement for the  Gannett  Exchange),
          October 23, 1996 (relating to the execution of the
          definitive  agreement for the Regent  Merger)  and
          November  6,  1996  (relating  to  various   other
          pending  acquisitions  announced  by  the  Company
          during October 1996).










                          SIGNATURES


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


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




DATED:  November 14, 1996     BY  /s/ R. Christopher Weber
                                  R. Christopher Weber,
                                  Senior Vice President and
                                  Chief Financial Officer

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



                         EXHIBIT 4.1



            SECOND AMENDMENT TO CREDIT AGREEMENT


           This  SECOND AMENDMENT TO CREDIT AGREEMENT  (this
"Amendment") is entered into as of September 18, 1996  among
Citicasters  Inc., a Florida corporation  (as  successor  by
merger  to  JCAC, Inc.) (the "Company"), The Chase Manhattan
Bank  (as  successor by merger to Chemical Bank),  as  Admin
istrative  Agent,  Banque Paribas, as  Documentation  Agent,
Bank  of  America Illinois, as Syndication Agent (The  Chase
Manhattan Bank, Banque Paribas and Bank of America  Illinois
in  such  capacities  are hereinafter  referred  to  as  the
"Agents"),  and the Lenders (as defined in the Credit  Agree
ment).

                      R E C I T A L S:

           WHEREAS, the Company, the Agents and the  Lenders
are  parties  to that certain Credit Agreement dated  as  of
June 12, 1996, as amended by that certain First Amendment to
Credit  Agreement  dated  as of June  18,  1996,  among  the
Company, the Agents and the Lenders (the "Credit Agreement";
capitalized  terms  used herein and  not  otherwise  defined
herein  shall  have the meanings assigned  to  them  in  the
Credit Agreement as amended hereby);

           WHEREAS,  the  Company  has  requested  that  the
Lenders  and  the  Agents amend certain  provisions  of  the
Credit Agreement as more fully described herein; and

          WHEREAS, the Lenders and the Agents have agreed to
amend  such  provisions upon the terms  and  conditions  con
tained herein;

           NOW,  THEREFORE, in consideration of the premises
contained  herein, and for other good and valuable  consider
ation,  the  receipt  and sufficiency of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

I.    SECTION           Amendments.   Immediately  upon  the
satisfaction of each of the conditions precedent  set  forth
in Section 2 of this Amendment, the Credit Agreement and the
Company Security Agreement are amended as follows:

A.              Amendment  to  Article  I  of   the   Credit
Agreement.  (a)  Article I of the Credit Agreement is hereby
amended by (i) deleting the definitions of "Excluded  Subsid
iary", "Mexican Assignment Agreement", "Mexican Sales Agency
Agreement", "Noble Stock Escrow and Security Agreement"  and
"Noble  Stock Purchase and Warrant Redemption Agreement"  in
their  entirety,  as  they appear therein  and  substituting
therefor the following new definitions and (ii) adding there
to, in proper alphabetical order, the new defined terms "IR"
and "Second Amendment":

           "Excluded  Subsidiary" shall mean each  of  Jacor
National Corp., a Delaware corporation, WIBX Incorporated, a
New  York corporation, Marathon Communications, Inc., a  New
York  corporation,  and Nobro, C.V., a Mexican  corporation;
provided  that, on and prior to, but not at any time  after,
60  days after the Effective Date (as defined in the  Second
Amendment),  the following shall be deemed to  be  "Excluded
Subsidiaries":   FMI Pennsylvania, Inc.,  GACC-N26LB,  Inc.,
GACC-340,  Inc.,  Settlement  Development,  Inc.,   Taft-TCI
Satellite   Services,   Inc.,  Great   American   Television
Productions,   Inc.,  Cine  Films  Inc.,  Turp   Co.,   Cine
Guarantors, Inc., Cine Guarantors II, Inc., Cine  Guarantors
II, Ltd., Cine Movil S.A.Del O.V., Cine Mobile Systems Int'l
N.V.,  Great  American Merchandising Group,  Inc.,  Location
Productions,  Inc.,  Location  Productions  II,  Inc.,  Cine
Artists  Pictures  Corp., Aces High Picture  Corp.,  To  The
Devil  A Daughter Picture Corp., Echoes of Summer Co., Inc.,
Dreamer  Productions, Inc., The Sy Fischer  Company  Agency,
Inc.,  River  Niger  Picture Corp., VTTV Productions,  Noble
Broadcast Center, Inc. and Sports Radio Broadcasting, Inc.

           "Mexican Assignment Agreement" means, in  respect
of   the  Mexican  Sales  Agency  Agreement,  an  assignment
agreement,  substantially the form of  Exhibit  B-3  hereto,
providing  for the assignment by the Company and certain  of
its  Subsidiaries of all of their right, title and  interest
in  the  Mexican  Sales Agency Agreement, in  favor  of  the
Administrative Agent for the ratable benefit of the Lenders,
duly completed, executed and delivered to the Administrative
Agent by the Company and such Subsidiaries, as the same  may
be amended, modified, supplemented or restated and in effect
from time to time.

            "Mexican  Sales  Agency  Agreement"  means   the
Exclusive Promotional, Programming and Sales Agreement dated
as  of  June 1, 1996 between Xetra Comunicaciones,  S.A.  de
C.V.  and  Jacor Broadcasting of San Diego, Inc.,  including
any amendment thereto or replacement thereof (such amendment
or  replacement,  as the case may be,  to  be  in  form  and
substance satisfactory to the Administrative Agent).

           "Noble Stock Escrow and Security Agreement" means
that certain Stock Escrow and Security Agreement dated as of
February 20, 1996 by and among (or assigned to) the Company,
Prudential Venture Partners II, L.P., Northeast Ventures II,
John  T.  Lynch,  Frank A. DeFrancesco, Thomas  R.  Jimenez,
William  R.  Arbenz and The Fifth Third Bank as  amended  by
that  certain  First Amendment to Stock Escrow and  Security
Agreement dated as of July 8, 1996.

           "Noble  Stock  Purchase  and  Warrant  Redemption
Agreement" means that certain Stock Purchase and  Stock  and
Warrant  Redemption Agreement dated as of February 20,  1996
by  and  among  (or  assigned to)  the  Company,  Prudential
Venture  Partners II, L.P., Northeast Ventures, II, John  T.
Lynch,  Frank A. DeFrancesco, Thomas R. Jimenez, William  R.
Arbenz,  CIHC,  Inc., Bankers Life Holding Corporation,  and
Noble,  as amended by that certain First Amendment to  Stock
Purchase and Stock and Warrant Redemption Agreement dated as
of  July  8,  1996,  as the same may be further  amended  in
accordance with the provisions of Section 6.29.

           "IR"  means Inmobiliaria Radial, S.A. de C.V.,  a
company  incorporated under the laws of the  United  Mexican
States.

           "Second  Amendment"  means  that  certain  Second
Amendment to this Agreement dated as of September  18,  1996
among the Company, the Agents and the Lenders.

           (b)   Article I of the Credit Agreement is hereby
amended  by  inserting the words "Time Brokerage  Agreement"
followed  by a comma after the words "with respect to  each"
in   the   first  line  of  the  definition  of  "Collateral
Assignment".

           (c)   Article I of the Credit Agreement is hereby
amended  by (i) replacing the word "an" with the words  "one
or   more"   in   the  first  line  of  the  definition   of
"Intercompany  Acquisition Note", (ii)  replacing  the  word
"and"  with  a  comma after the words "demand note"  in  the
second  line  of the definition of "Intercompany Acquisition
Note"  and (iii) inserting the phrase "and a second  amended
and restated intercompany demand acquisition note" after the
words "restated intercompany acquisition demand note" in the
third  line  of the definition of "Intercompany  Acquisition
Note" immediately before the comma.

           (d)   Article I of the Credit Agreement is hereby
amended  by (i) replacing the word "an" with the words  "one
or   more"   in   the  first  line  of  the  definition   of
"Intercompany Demand Note" and (ii) inserting  a  comma  fol
lowed  by  the  words  "a  second consolidated  amended  and
restated  intercompany demand note" after the  words  "first
amended and restated intercompany demand note" in the second
line of the definition of "Intercompany Demand Note".

           (e)   Article I of the Credit Agreement is hereby
amended by replacing the word "second" with the word "third"
in  the first line of the definition of "Intercompany Securi
ty Agreement".

           (f)   Article I of the Credit Agreement is hereby
amended by replacing the reference to "$226,000,000" with  a
reference  to  "$259,900,000"  in  the  third  line  of  the
definition of "Liquid Yield Option Notes".

           (g)   Article I of the Credit Agreement is hereby
amended  by  inserting the words "or D-4" immediately  after
the  reference to "D-3" in clause (iv) of the definition  of
"Subsidiary Pledge Agreements".

           (h)   Article I of the Credit Agreement is hereby
amended  by  inserting the words "and certain  other  Subsid
iaries  of  the Company" immediately after the reference  to
"Tampa  Bay,  Inc." in the fourth line of the definition  of
"Subsidiary Trademark Agreements" before the word "and".

A.            Amendment to Section 2.17(b)(ii) of the Credit
Agreement.   Section 2.17(b)(ii) of the Credit Agreement  is
hereby  amended  by adding the word "fee" immediately  after
the words "acquisition of any" in the second line thereof.

A.             Amendment to Section 4.1(a)(vi) of the Credit
Agreement.   Section 4.1(a)(vi) of the Credit  Agreement  is
hereby  amended  by adding the word "fee" immediately  after
the words "with respect to each" in the third line thereof.

A.             Amendment to Section 4.1(a)(xi) of the Credit
Agreement.   Section 4.1(a)(xi) of the Credit  Agreement  is
hereby  amended  by adding the parenthetical phrase  "(other
than  any Equity Interests in any Excluded Subsidiary)" imme
diately  after  the words "Equity Interests" in  the  fourth
line thereof.

A.             Amendment  to  Section  4.1(a)(xiii)  of  the
Credit Agreement.  Section 4.1(a)(xiii) of the Credit  Agree
ment  is hereby amended by adding the word "fee" immediately
after  the  words  "any real property"  in  the  third  line
thereof.

A.             Amendment  to  Section  5.20  of  the  Credit
Agreement.  Section 5.20 of the Credit Agreement  is  hereby
amended  by  adding two new sentences at the end of  Section
5.20  as follows:  "The aggregate fair market value  of  the
assets of Nobro, C.V. does not exceed $5,000.  The aggregate
fair market value of the assets (other than assets that  are
subject  to  one  or more Mortgages) of IR does  not  exceed
$50,000."

A.             Amendment  to  Section  6.11(c)(iii)  of  the
Credit  Agreement.  Section 6.11(c) of the Credit  Agreement
is  hereby amended by (a) replacing the parenthetical phrase
which  appears  in each of clauses (i) and (ii)  of  Section
6.11(c)  with  the  parenthetical  phrase  "(other  than  an
Excluded  Subsidiary  and other than IR)",  (b)  adding  the
parenthetical phrase "(other than an Excluded Subsidiary and
other  than  IR)" immediately after the words  "any  Wholly-
Owned Subsidiary" in the eighth line thereof in clause (iii)
thereof  and (c) adding the following phrase at the  end  of
Section 6.11(c) before the period:

     ;  provided  that  with  respect to  each  Intercompany
     Acquisition  Note  executed by any such  Subsidiary  in
     favor of the Company, the Company shall cause each such
     Subsidiary  to  enter  into  such  Mortgages,   Uniform
     Commercial Code financing statements and amendments  to
     Mortgages  as  may  be  reasonably  requested  by   the
     Administrative Agent.
A.             Amendment  to  Section  6.26  of  the  Credit
Agreement.  Section 6.26 of the Credit Agreement  is  hereby
amended by adding a new sentence at the end of Section  6.26
as  follows:   "The  Company will  not  permit  Inmobiliaria
Radial,  S.A. de C.V. to own or acquire assets  (other  than
assets  that are subject to one or more Mortgages) in excess
of $50,000."

A.             Amendment  to  Section  6.27  of  the  Credit
Agreement.  Section 6.27 of the Credit Agreement  is  hereby
amended and restated in its entirety to read as follows:

           Section 6.27  FCC Licenses.  Neither the  Company
     nor any Excluded Subsidiary shall obtain or hold, or be
     licensee under, any FCC Broadcast Station License.

A.              Amendment  to  Article  VI  of  the   Credit
Agreement.   Article  VI of the Credit Agreement  is  hereby
amended by adding a new Section 6.31 thereto as follows:

          Section 6.31  Dissolution of Certain Excluded
     Subsidiaries.   Within 60 days  of  the  Effective
     Date (as defined in the Second Amendment), the Com
     pany  shall either (i) dissolve or merge  into  an
     existing Subsidiary of the Company each of the Sub
     sidiaries of the Company listed in the proviso  of
     the definition of "Excluded Subsidiary" in Article
     I  or  (ii) cause each of the Subsidiaries of  the
     Company listed in the proviso of the definition of
     "Excluded Subsidiary" which has not been dissolved
     or  merged in accordance with clause (i)  of  this
     Section   6.31  to  enter  into  such   Collateral
     Documents   and  provide  and  cause   each   such
     Subsidiary to provide such documents, instruments,
     certificates and opinions in each case as  request
     ed  by the Administrative Agent promptly upon  the
     request  of  the  Administrative  Agent   and   as
     required  to  be  delivered with respect  to  each
     newly  formed  Subsidiary of  the  Company  in  ac
     cordance with Section 2.17(b), including,  without
     limitation, the stock of each such Subsidiary with
     appropriate  stock powers pursuant to the  Company
     Pledge  Agreement  or  the  applicable  Subsidiary
     Pledge Agreement, as the case may be.

A.             Amendment  to Section 8.2(d)  of  the  Credit
Agreement.  Section 8.2(d) of the Credit Agreement is hereby
amended by adding the following proviso at the end of clause
(iii) thereof immediately before the comma:

     ; provided, that, each other Person (other than an
     existing Lender or an Affiliate thereof) to  which
     the  Company  offers an opportunity to participate
     in  the  Revolving  Commitment  Increase  must  be
     acceptable   to  the  Administrative  Agent   (the
     consent  of  the Administrative Agent  not  to  be
     unreasonably withheld); and provided further that,
     if  there  are any Revolving Loans outstanding  on
     the  effective  date  of any Revolving  Commitment
     Increase  each  existing  Lender  and  new  Lender
     participating   in   such   Revolving   Commitment
     Increase  shall  purchase from the  other  Lenders
     such  participations in such  Revolving  Loans  as
     shall  be  necessary to cause each Lender  with  a
     Revolving Loan Commitment to share ratably  (based
     on   the   proportion  that  each  such   Lender's
     Revolving  Loan Commitment bears to the  Aggregate
     Revolving  Loan Commitment after giving effect  to
     the  Revolving Commitment Increase)  in  the  then
     outstanding Revolving Loans subject to  the  other
     terms of this Agreement.

A.             Amendment  to Schedule I to the Credit  Agree
ment.   Schedule I to the Credit Agreement is hereby amended
by deleting such Schedule I in its entirety and replacing it
with a new Schedule I attached hereto as Exhibit A.

A.            Amendment to Schedule 5.13(b)(i) to the Credit
Agreement.   Schedule 5.13(b)(i) to the Credit Agreement  is
hereby  amended by deleting such Schedule 5.13(b)(i) in  its
entirety  and  replacing it with a new  Schedule  5.13(b)(i)
attached hereto as Exhibit B.

A.             Amendment to Schedule 5.13(c) to  the  Credit
Agreement.   Schedule  5.13(c) of the  Credit  Agreement  is
hereby  amended  by deleting such Schedule  5.13(c)  in  its
entirety  and  replacing  it with  a  new  Schedule  5.13(c)
attached hereto as Exhibit C.

A.             Amendment to Schedule 5.15(a) to  the  Credit
Agreement.   Schedule  5.15(a) to the  Credit  Agreement  is
hereby  amended  by deleting such Schedule  5.15(a)  in  its
entirety  and  replacing  it with  a  new  Schedule  5.15(a)
attached hereto as Exhibit D.

A.             Amendment to Schedule 5.18(a) to  the  Credit
Agreement.   Schedule  5.18(a) to the  Credit  Agreement  is
hereby  amended  by deleting such Schedule  5.18(a)  in  its
entirety  and  replacing  it with  a  new  Schedule  5.18(a)
attached hereto as Exhibit E.

A.            Amendment to Schedule 5.25 to the Credit Agree
ment.   Schedule  5.25  to the Credit  Agreement  is  hereby
amended  by deleting such Schedule 5.25 in its entirety  and
replacing  it  with a new Schedule 5.25 attached  hereto  as
Exhibit F.

A.             Amendment to Schedule 6.17(i) to  the  Credit
Agreement.   Schedule  6.17(i) to the  Credit  Agreement  is
hereby  amended  by deleting such Schedule  6.17(i)  in  its
entirety  and  replacing it with a new Schedule  6.17(i)  at
tached hereto as Exhibit G.

A.             Amendment to references to "Chemical Bank" in
the Loan Documents.  Each reference in each Loan Document to
"Chemical Bank" shall hereafter be a reference to "The Chase
Manhattan Bank".

A.             Amendment to Exhibits to the Company Security
Agreement.  Exhibit A, Exhibit B and Exhibit E to the  Compa
ny  Security  Agreement are hereby amended by deleting  such
Exhibit  A,  Exhibit B and Exhibit E in their entirety,  and
replacing such Exhibits with a new Exhibit A, Exhibit B  and
a new Exhibit E, respectively, attached hereto as Exhibit H,
Exhibit I and Exhibit J, respectively.

I.     SECTION            Conditions  to  Effectiveness   of
Amendment.   The effectiveness of this Amendment is  subject
to the satisfaction of the following conditions precedent:

A.            Documents.

(1)                   ()  Amendment.  The Company shall have
duly executed and delivered this Amendment.

(1)                     ()   Guaranty  Reaffirmation.    The
Parent  shall  have executed and delivered  a  Reaffirmation
with respect to the Parent Guaranty in the form of Exhibit K
hereto (the "Reaffirmation").

A.              Good  Standing.   The  Company  shall   have
delivered to the Administrative Agent a good-standing certif
icate (and any bring-downs) with respect to the Company from
the Secretary of State of Florida as to the good standing of
the Company as of the Effective Date (as defined below).

A.              Certified  Resolutions,  etc.   The  Adminis
trative Agent shall have received (in sufficient copies  for
each  Lender)  a  certificate in form  and  substance  satis
factory  to  the  Administrative Agent of the  secretary  or
assistant  secretary (or comparable officer) of the  Company
dated the Effective Date, certifying (i) the resolutions  of
its  Board of Directors approving and authorizing the  execu
tion,  delivery and performance by it of this Amendment  and
the  continued effectiveness thereof, (ii) that  there  have
been  no changes in its certificate of incorporation or  by-
laws since the Closing Date and (iii) specimen signatures of
its officers authorized to sign this Amendment.

A.              Consents,  Licenses,  Approval,  etc.    All
consents,  licenses  and  approvals,  if  any,  required  in
connection  with the execution, delivery and performance  by
the  Company  and  the  Parent of  this  Amendment  and  the
Reaffirmation (collectively, the "Documents"), or the  valid
ity  or  enforceability hereof or thereof, or in  connection
with  any  of the transactions effected pursuant  hereto  or
thereto,  shall  have been obtained by the Company  and  the
Parent and be in full force and effect.

A.             No  Default;  etc.  The Administrative  Agent
shall  have received a certificate of an Authorized  Officer
of  the Company dated the Effective Date, certifying  as  to
matters set forth in Sections 3.2 and 3.9 of this Amendment.

A.             No  Injunction.  No law or  regulation  shall
have  been  adopted, no order, judgment  or  decree  of  any
governmental authority shall have been issued, and no litiga
tion shall be pending or threatened, which in the reasonable
judgment  of the Administrative Agent would enjoin, prohibit
or  restrain, or impose or result in the imposition  of  any
material adverse condition upon, the execution, delivery  or
performance by the Company of the Documents, the  making  or
repayment  of  the Loans or the consummation  of  the  trans
actions effected pursuant to the terms of the Documents  and
the other Loan Documents (as amended hereby).

A.             No Material Adverse Change.  No event, act or
condition shall have occurred since June 12, 1996  that,  in
the reasonable judgment of the Administrative Agent, has had
or  could  have  a material adverse effect on the  business,
properties, financial condition or results of operations  of
the Company and the Parent.

A.             Legal Opinions.  The Administrative Agent and
each  Lender  shall have received favorable legal  opinions,
dated  the Effective Date, of Graydon, Head & Ritchey,  Ohio
counsel  to the Company and the Parent, and Weil, Gotshal  &
Manges LLP, New York counsel to the Company, in each case in
form  and substance satisfactory to the Administrative Agent
and the Lenders.

A.             Costs, Fees and Expenses.  The Administrative
Agent  and  the Lenders shall have received all costs,  fees
and  expenses payable by the Company under the Credit  Agree
ment  in  connection  with  the  preparation,  execution  or
delivery  of  the Documents (including, without  limitation,
the   reasonable  fees  and  expenses  accrued  through  the
Effective Date of counsel to the Administrative Agent);  and
the Company hereby agrees to pay, and to hold each Agent and
each  Lender harmless against, all documentary, stamp, trans
fer and similar taxes paid or payable in connection with the
execution, delivery or performance of the Documents.

A.             Additional Matters.  The Administrative Agent
shall have received such other certificates, opinions,  docu
ments  and  instruments relating to the Obligations  or  the
transactions contemplated hereby as may have been reasonably
requested by the Administrative Agent, and all corporate and
other   proceedings  and  all  other  documents  (including,
without limitation, all documents referred to herein and not
appearing herein and exhibits hereto) and all legal  matters
in  connection  with  the transactions  contemplated  hereby
shall  be  reasonably satisfactory in form and substance  to
the Administrative Agent.

I.    SECTION           Representations and Warranties.   In
order  to  induce the Agents and the Lenders to  enter  into
this  Amendment, the Company represents and warrants to each
Agent  and each Lender, upon the effectiveness of this Amend
ment, which representations and warranties shall survive the
execution and delivery of this Amendment, that:

A.             Due  Incorporation; etc.  Each of the Company
and  the  Parent is a corporation duly incorporated, validly
existing  and  in  good  standing  under  the  laws  of  its
jurisdiction   of  incorporation,  and  has  all   requisite
authority  to  conduct its business in each jurisdiction  in
which its business is conducted.

A.             No  Default;  etc.  No Default  or  Unmatured
Default  has occurred and is continuing after giving  effect
to  this  Amendment or would result from  the  execution  or
delivery of this Amendment or the Reaffirmation or  the  con
summation   of  the  transactions  contemplated  hereby   or
thereby.

A.             Corporate Power and Authority; Authorization.
Each  of the Company and the Parent has the corporate  power
and  authority to execute, deliver and carry out  the  terms
and  provisions of the Documents to which it is a party  and
the execution and delivery by the Company and the Parent  of
the Documents to which it is a party and the performance  by
the  Company and the Parent of its obligations hereunder and
thereunder  have  been  duly  authorized  by  all  requisite
corporate action by the Company and the Parent.

A.             Execution and Delivery.  The Company and  the
Parent  have  duly executed and delivered each  Document  to
which it is a party.

A.             Enforceability.   Each Document,  the  Credit
Agreement, as amended by this Amendment, and each other Loan
Document  constitute the legal, valid and binding obligation
of the Company and the Parent party thereto, as the case may
be,  enforceable against such Person in accordance with  its
respective  terms, except as enforcement may be  limited  by
bankruptcy,   insolvency,  reorganization,   moratorium   or
similar laws affecting the enforcement of creditors'  rights
generally, and by general principles of equity.

A.             No  Conflicts; etc.  Neither  the  execution,
delivery or performance by the Company or the Parent of  the
Documents to which it is a party, nor compliance by  any  of
them  with  the  terms  and  provisions  thereof,  (i)  will
contravene  any  applicable provision of any  law,  statute,
rule,  regulation, order, writ, injunction or decree of  any
court  or governmental instrumentality or (ii) will conflict
or  be inconsistent with, or result in any breach of, any of
the terms, covenants, conditions or provisions of, or consti
tute  a  default  under, or result in the creation  or  impo
sition  of (or the obligation to create or impose) any  Lien
upon  any  property or assets owned by it  pursuant  to  the
terms  of, any indenture, mortgage, deed of trust, agreement
or other instrument to which it is a party or by which it or
any of its property or assets is bound or to which it may be
subject,  or  (iii)  will  violate  any  provision  of   its
certificate of incorporation or by-laws.

A.             Consents; etc.  No order, consent,  approval,
license,   authorization,  or  validation  of,  or   filing,
recording  or  registration  with,  or  exemption  by,   any
governmental or public body or authority, or any subdivision
thereof,  is  required  to  authorize,  or  is  required  in
connection  with the execution, delivery and performance  of
the Documents or the consummation of any of the transactions
contemplated thereby.

A.               Excluded   Subsidiaries.    The    Excluded
Subsidiaries  listed  in the proviso of  the  definition  of
"Excluded  Subsidiary" in Article I of the Credit  Agreement
(as  amended by this Amendment) do not in the aggregate have
any material assets.

A.             Representations and Warranties.  All  of  the
representations  and  warranties  contained  in  the  Credit
Agreement and in the other Loan Documents (other than  those
which  speak expressly only as of a different date)  and  in
the  Documents  are true and correct as of the  date  hereof
after  giving  effect to this Amendment and the  other  Docu
ments and the transactions contemplated hereby and thereby.

I.   SECTION          Miscellaneous.

A.            Waiver.  The Agents and the Lenders hereby (i)
acknowledge that an irrevocable Borrowing Notice  was  given
by  the  Company  pursuant  to Section  2.5  of  the  Credit
Agreement requesting that certain Loans be made on September
17,  1996  and that no such borrowing was made on  September
17,  1996  and (ii) waive the requirement under  the  Credit
Agreement that the Company make a borrowing on September 17,
1996.   The Agents and the Lenders hereby deem the Borrowing
Notice  delivered  by  the Company  on  September  16,  1996
requesting that certain Loans be made on September 17,  1996
to be a Borrowing Notice under the Credit Agreement for such
Loans to be made to the Company on September 18, 1996.

A.             Effect;  Ratification.   The  amendments  and
waivers set forth herein are effective solely for the purpos
es  set forth herein and shall be limited precisely as  writ
ten,  and  shall  not be deemed to (i) be a consent  to  any
amendment, waiver or modification of any other term or condi
tion  of  the Credit Agreement or of any other Loan Document
or (ii) prejudice any right or rights that the Agents or the
Lenders may now have or may have in the future under  or  in
connection  with  the Credit Agreement  or  any  other  Loan
Document.  Each reference in the Credit Agreement  to  "this
Agreement", "herein", "hereof" and words of like import  and
each  reference in the other Loan Documents to  the  "Credit
Agreement"  shall mean the Credit Agreement as amended  here
by.   This  Amendment shall be construed in connection  with
and  as  part  of the Credit Agreement and all terms,  condi
tions, representations, warranties, covenants and agreements
set  forth in the Credit Agreement and each other Loan  Docu
ment, except as herein amended, are hereby ratified and  con
firmed and shall remain in full force and effect.

A.               Effectiveness.    This   Amendment    shall
immediately  become effective as of the date  first  written
above  upon (i) the receipt by the Administrative  Agent  of
duly  executed  counterparts  of  this  Amendment  from  the
Company,  each Agent and the Required Lenders and  (ii)  the
satisfaction  of  each  condition  precedent  contained   in
Section 2 hereof (the "Effective Date").

A.              Loan  Documents.   This  Amendment  and  the
Reaffirmation  are Loan Documents executed pursuant  to  the
Credit  Agreement  and  shall  (unless  otherwise  expressly
indicated herein) be construed, administered and applied  in
accordance with the terms and provisions thereof.

A.             Costs, Fees and Expenses.  The Company agrees
to  pay all costs, fees and expenses in connection with  the
Documents as required pursuant to the Credit Agreement.

A.             Counterparts.  This Amendment may be executed
in   any  number  of  counterparts,  each  such  counterpart
constituting an original but all together one and  the  same
instrument.

A.            Severability.  Any provision contained in this
Amendment   which   that   is  held   to   be   inoperative,
unenforceable or invalid in any jurisdiction  shall,  as  to
that  jurisdiction, be inoperative, unenforceable or invalid
without affecting the remaining provisions of this Amendment
in  that  jurisdiction or the operation,  enforceability  or
validity of that provision in any other jurisdiction.

A.              GOVERNING  LAW.   THIS  AMENDMENT  SHALL  BE
GOVERNED  BY,  AND CONSTRUED AND INTERPRETED  IN  ACCORDANCE
WITH,   THE  INTERNAL  LAWS  OF  THE  STATE  OF  NEW   YORK.

           IN  WITNESS  WHEREOF,  the  parties  hereto  have
executed this Amendment as of the date first above written.

CITICASTERS INC.,
a Florida corporation

By: /s/ R. Christopher Weber

Title:  Senior Vice President

By: /s/ Jon M. Berry

Title:  Senior Vice President


THE CHASE MANHATTAN BANK,
Individually and
  as Administrative Agent

By: /s/ C.C. Wardell

Title:  Managing Director

By: /s/ C.C. Wardell

Title: Managing Director

BANQUE   PARIBAS,  Individually
and
 as Documentation Agent

By:  /s/ S.M. Heinen

Title:  Vice President

By: /s/ Gerald E. O'Keefe

Title:  Vice President


BANK OF AMERICA ILLINOIS,
Individually and as
Syndication Agent


By: /s/ Kevin P. Morrison

Title:  Vice President


ABN AMRO BANK N.V.
By: /s/ James J. Johnston

Title:  Vice President

By:  /s/ Mary L. Janovksky

Title:  Vice President


THE BANK OF NEW YORK

By: /s/ Brenda Nedzi

Title:  Vice President


THE BANK OF NOVA SCOTIA

By: /s/ Margo C. Bright

Title:


CAISSE   NATIONALE  DE   CREDIT
AGRICOLE

By: /s/ Dean Balice

Title:  Senior Vice President


C.I.B.C., INC.

By: /s/ P.C. Smith

Title:  Authorized Signor


CREDIT LYONNAIS NEW YORK BRANCH

By: /s/ Stephen C. Levi

Title:  Vice President


DRESDNER BANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES

By: /s/ William E. Lambert

Title:      Assistant      Vice
President

By: /s/ Jane A. Majeski
Title:  Vice President


FIRST BANK NATIONAL ASSOCIATION

By: /s/ John E. Besse

Title:  Senior Vice President


THE  FIRST  NATIONAL  BANK   OF
BOSTON

By: /s/ Robert Milordi

Title:  Managing Director


ING CAPITAL ADVISORS, INC.

By: /s/ Michael P. McAdams

Title:  Managing Director


MELLON BANK, N.A.

By: /s/ Lisa Pellow

Title:  First Vice President


MERRILL  LYNCH SENIOR  FLOATING
RATE
FUND, INC.

By: /s/ Anthony R. Clemente

Title:  Authorized Signor


MORGAN GUARANTY TRUST COMPANY

By: /s/ Sandra Kurek

Title:  Associate


NATIONSBANK OF TEXAS, N.A.

By: /s/ Greg Meador

Title:  Vice President

PILGRIM   AMERICA  PRIME   RATE
TRUST

By: /s/ Howard Tiffen

Title:  Vice President


PRIME INCOME TRUST

By: /s/ Rafael Scolari

Title:

PROTECTIVE    LIFE    INSURANCE
COMPANY

By: /s/ Mark Okada

Title:  Principal


KEYBANK NATIONAL ASSOCIATION
(formerly   known  as   Society
National
 Bank)


By: /s/ Michael Stark

Title:      Assistant      Vice
President


UNION BANK OF CALIFORNIA, N.A.

By: /s/ Kevin Sampson

Title:      Assistant      Vice
President

VAN   KAMPEN  AMERICAN  CAPITAL
PRIME RATE INCOME TRUST

By: /s/ Jeffrey W. Maillet

Title:  Senior Vice President


                          EXHIBIT E

                              
                        REAFFIRMATION


                         [Attached]


        REAFFIRMATION OF
         PARENT GUARANTY


           This REAFFIRMATION  OF
PARENT GUARANTY ("Reaffirmation")
is  entered into as of          ,
1996   by  Jacor  Communications,
Inc. (the "Parent Guarantor")  in
favor  of and for the benefit  of
The   Chase  Manhattan  Bank  (as
successor  by merger to  Chemical
Bank),  as  Administrative  Agent
(in  such  capacity, the "Adminis
trative  Agent") for itself,  the
Agents  and the Lenders party  to
the   Credit   Agreement.    Capi
talized   terms  used   and   not
defined  herein  shall  have  the
meanings  assigned to such  terms
in the Parent Guaranty referenced
below.

        R E C I T A L S:

             WHEREAS, Citicasters
Inc., a Florida corporation  (the
"Company"), the Lenders  and  the
Agents   are  parties   to   that
certain Credit Agreement dated as
of  June 12, 1996, as amended  by
that  certain First Amendment  to
Credit Agreement dated as of June
18,  1996 among the Company,  the
Agents and the Lenders (the "Orig
inal Credit Agreement");

            WHEREAS, the Company,
the  Lenders and the  Agents  are
entering into that certain Second
Amendment   to  Credit  Agreement
dated as of the date hereof  (the
"Credit Agreement Amendment"; and
the Original Credit Agreement  as
amended  by the Credit  Agreement
Amendment   being   referred   to
herein     as     the     "Credit
Agreement"); and

             WHEREAS, the  Parent
Guarantor  is  a  party  to  that
certain Parent Guaranty dated  as
of  June  12,  1996 (the  "Parent
Guaranty"), pursuant to which the
Parent  Guarantor has  guaranteed
the  Guaranteed Debt, which  term
includes, inter alia, all  Obliga
tions of the Company under and as
defined in the Credit Agreement.

                 Section       1.
Reaffirmation.  The  Parent  Guar
antor   hereby  (i)  acknowledges
that the Company, the Lenders and
the  Agents have entered into the
Credit Agreement Amendment, which
Credit  Agreement  Amendment  has
been  made available to  and  has
been   reviewed  by  the   Parent
Guarantor and (ii) reaffirms that
its  obligations under the Parent
Guaranty  and each other Collater
al  Document  to which  it  is  a
party continues in full force and
effect   with  respect   to   the
Original   Credit  Agreement   as
amended  by the Credit  Agreement
Amendment.

                 Section       2.
Counterparts.  This Reaffirmation
may be executed in any number  of
counterparts,  each   such   coun
terpart  constituting an original
but all together one and the same
instrument.

           Section  3.  GOVERNING
LAW.  THIS REAFFIRMATION SHALL BE
GOVERNED  BY,  AND CONSTRUED  AND
INTERPRETED  IN ACCORDANCE  WITH,
THE INTERNAL LAWS OF THE STATE OF
NEW                         YORK.
          IN WITNESS WHEREOF, the
Parent   Guarantor   hereto   has
caused this Reaffirmation  to  be
executed and delivered by a  duly
authorized officer thereof as  of
the date first above written.


JACOR COMMUNICATIONS, INC.


By:
   Title:


Acknowledged:

THE  CHASE MANHATTAN BANK, as  Ad
ministrative Agent and on  behalf
of each Agent and each Lender


By:
                           Title:
                
           EXHIBIT 4.2




THIRD    AMENDMENT   TO    CREDIT
AGREEMENT


          This THIRD AMENDMENT TO
CREDIT   AGREEMENT  (this  "Amend
ment")  is  entered  into  as  of
October 8, 1996 among Citicasters
Inc.,  a Florida corporation  (as
successor  by  merger  to   JCAC,
Inc.)  (the "Company"), The Chase
Manhattan  Bank (as successor  by
merger  to  Chemical  Bank),   as
Administrative   Agent,    Banque
Paribas, as Documentation  Agent,
Bank  of  America  Illinois,   as
Syndication  Agent   (The   Chase
Manhattan  Bank,  Banque  Paribas
and  Bank of America Illinois  in
such  capacities are  hereinafter
referred to as the "Agents"), and
the  Lenders (as defined  in  the
Credit Agreement).

        R E C I T A L S:

           WHEREAS, the  Company,
the  Agents  and the Lenders  are
parties  to  that certain  Credit
Agreement  dated as of  June  12,
1996,  as amended by that certain
First  Amendment to Credit  Agree
ment  dated as of June 18,  1996,
among the Company, the Agents and
the   Lenders  and   as   further
amended  by  that certain  Second
Amendment   to  Credit  Agreement
dated  as of September 18,  1996,
among the Company, the Agents and
the  Lenders  (the "Credit  Agree
ment";  capitalized  terms   used
herein  and not otherwise defined
herein  shall  have the  meanings
assigned  to them in  the  Credit
Agreement as amended hereby);

           WHEREAS,  the  Company
has  requested that  the  Lenders
and   the  Agents  amend  certain
provisions    of    the    Credit
Agreement as more fully described
herein; and

           WHEREAS,  the  Lenders
and  the  Agents have  agreed  to
amend  such provisions  upon  the
terms  and  conditions  contained
herein;

            NOW,  THEREFORE,   in
consideration of the premises con
tained herein, and for other good
and  valuable consideration,  the
receipt and sufficiency of  which
are   hereby  acknowledged,   the
parties  hereto hereby  agree  as
follows:

I.   SECTION          Amendments.
Immediately upon the satisfaction
of  each of the conditions  prece
dent  set forth in Section  2  of
this    Amendment,   the   Credit
Agreement is amended as follows:

A.                Amendment    to
Article    I   of   the    Credit
Agreement.  (a) Article I of  the
Credit    Agreement   is   hereby
amended by amending clause (c) of
the   definition  of   "Permitted
Acquisition" as follows:

           (i)  deleting the
     word "or" in the second
     line   of  clause   (c)
     after the reference  to
     "(2)" and replacing  it
     with   a  comma,   (ii)
     adding the reference to
     "or   (4)"  immediately
     after the reference  to
     "(3)"   in  the  second
     line   of  clause  (c),
     (iii) deleting the word
     "or" in the seventeenth
     line   of  clause   (c)
     immediately before  the
     reference to "(3)"  and
     (iv) adding at the  end
     of      clause      (c)
     immediately before  the
     period  the clause  "or
     (4)  the assets subject
     to such Acquisition are
     acquired  pursuant   to
     Dispositions  permitted
     pursuant   to   Section
     6.13(e)".

           (b)  Article I of  the
Credit    Agreement   is   hereby
amended by amending clause (h) of
the   definition  of   "Permitted
Acquisition"   by   adding    the
following proviso at the  end  of
such   clause   (h)   immediately
before the period:

     ";  provided  that  the
     requirements  in   this
     clause  (h)  shall  not
     apply  to  Acquisitions
     pursuant  to which  the
     assets thereby acquired
     are  acquired  pursuant
     to         Dispositions
     permitted  pursuant  to
     Section 6.13(e)"

A.                Amendment    to
Section  6.15(ii) of  the  Credit
Agreement.   Section 6.15(ii)  of
the  Credit Agreement  is  hereby
amended by adding the word  "not"
in  the  seventh line of  Section
6.15(ii)  immediately  after  the
word   "extent"  in  clause   (3)
thereof  and  immediately  before
the word "permitted".

I.    SECTION          Conditions
to  Effectiveness  of  Amendment.
The    effectiveness   of    this
Amendment is subject to the satis
faction    of    the    following
conditions precedent:

A.            Documents.

          Amendment.  The Company
shall  have  duly  executed   and
delivered  this  Amendment,   the
Parent  shall have duly  executed
and  delivered  the Reaffirmation
of  Parent Guaranty with  respect
to  the  Parent Guaranty  in  the
form  of  Exhibit A  hereto  (the
"Parent Reaffirmation") and  each
Subsidiary  of the Company  shall
have  duly executed and delivered
the  Reaffirmation of  Subsidiary
Guaranty  with  respect  to   the
Subsidiary Guaranty in  the  form
of  Exhibit B hereto (the "Subsid
iary Reaffirmation").

A.            Good Standing.  The
Company  shall have delivered  to
the  Administrative Agent a good-
standing  certificate  (and   any
bring-downs) with respect to  the
Company  from  the  Secretary  of
State  of Florida as to the  good
standing  of the Company  in  the
state  of Florida as of the Effec
tive Date (as defined below).

A.                      Certified
Resolutions,  etc.   The  Adminis
trative Agent shall have received
(in  sufficient copies  for  each
Lender) a certificate in form and
substance  satisfactory  to   the
Administrative   Agent   of   the
secretary  or assistant secretary
(or  comparable officer)  of  the
Company dated the Effective Date,
certifying (i) the resolutions of
its  Board of Directors approving
and  authorizing  the  execution,
delivery and performance by it of
this  Amendment and the continued
effectiveness thereof, (ii)  that
there have been no changes in its
certificate  of incorporation  or
by-laws  since the  Closing  Date
and (iii) incumbency and specimen
signatures of its officers  autho
rized to sign this Amendment.

A.            Consents, Licenses,
Approval, etc.  All consents,  li
censes  and  approvals,  if  any,
required  in connection with  the
execution,      delivery      and
performance  by the Company,  the
Parent    and   each   applicable
Subsidiary of the Company of this
Amendment,  the Parent  Reaffirma
tion     and    the    Subsidiary
Reaffirmation (collectively,  the
"Documents"), or the validity  or
enforceability hereof or thereof,
or  in connection with any of the
transactions  effected   pursuant
hereto  or  thereto,  shall  have
been obtained by the Company, the
Parent and each Subsidiary of the
Company, and be in full force and
effect.

A.             No  Default;  etc.
The  Administrative  Agent  shall
have received a certificate of an
Authorized Officer of the Company
dated  the Effective Date,  certi
fying as to matters set forth  in
Sections  3.2  and  3.8  of  this
Amendment.

A.             No Injunction.  No
law or regulation shall have been
adopted,  no  order, judgment  or
decree    of   any   governmental
authority shall have been issued,
and   no   litigation  shall   be
pending  or threatened, which  in
the  reasonable judgment  of  the
Administrative  Agent  would   en
join,  prohibit or  restrain,  or
impose  or  result in the  imposi
tion   of  any  material  adverse
condition  upon,  the  execution,
delivery  or performance  by  the
Company  of  the  Documents,  the
making or repayment of the  Loans
or  the consummation of the trans
actions effected pursuant to  the
terms  of the Documents  and  the
other  Loan Documents (as amended
hereby).

A.            No Material Adverse
Change.   No event, act or  condi
tion  shall  have occurred  since
June   12,  1996  that,  in   the
reasonable   judgment   of    the
Administrative Agent, has had  or
could have a material adverse  ef
fect on the business, properties,
financial condition or results of
operations  of the  Company,  its
Subsidiaries and the Parent.

A.            Additional Matters.
The  Administrative  Agent  shall
have  received such other certifi
cates,  opinions,  documents  and
instruments   relating   to   the
Obligations  or the  transactions
contemplated hereby as  may  have
been reasonably requested by  the
Administrative  Agent,  and   all
corporate  and other  proceedings
and   all  other  documents   (in
cluding, without limitation,  all
documents referred to herein  and
not appearing herein and exhibits
hereto) and all legal matters  in
connection  with the transactions
contemplated hereby shall be  rea
sonably satisfactory in form  and
substance  to  the Administrative
Agent.

I.                        SECTION
Representations  and  Warranties.
In order to induce the Agents and
the  Lenders to enter  into  this
Amendment, the Company represents
and  warrants to each  Agent  and
each     Lender,     upon     the
effectiveness of this  Amendment,
which     representations     and
warranties   shall  survive   the
execution  and delivery  of  this
Amendment, that:

A.             Due Incorporation;
etc.   Each of the Company,  each
of its Subsidiaries executing the
Subsidiary Reaffirmation and  the
Parent  is  a  corporation   duly
incorporated,  validly   existing
and  in  good standing under  the
laws   of  its  jurisdiction   of
incorporation, and has all  requi
site  authority  to  conduct  its
business in each jurisdiction  in
which its business is conducted.

A.             No  Default;  etc.
No  Default or Unmatured  Default
has  occurred  and is  continuing
after   giving  effect   to   the
Documents  or would  result  from
the  execution or delivery of the
Documents or the consummation  of
the   transactions   contemplated
hereby or thereby.

A.            Corporate Power and
Authority;  Authorization.   Each
of  the  Company, the Parent  and
each applicable Subsidiary of the
Company  has the corporate  power
and authority to execute, deliver
and carry out the terms and provi
sions  of each Document to  which
it  is  a party and the execution
and  delivery by the Company, the
Parent    and   each   applicable
Subsidiary of the Company of each
Document to which it is  a  party
and  the performance by the Compa
ny,    the   Parent   and    each
applicable  Subsidiary   of   the
Company of its respective  obliga
tions   hereunder  or  thereunder
have been duly authorized by  all
requisite corporate action by the
Company,  the  Parent  and   each
applicable  Subsidiary   of   the
Company.

A.               Execution    and
Delivery.   Each of the  Company,
the  Parent  and each  applicable
Subsidiary  of  the  Company  has
duly  executed and delivered each
Document to which it is a party.

A.                Enforceability.
Each    Document,   the    Credit
Agreement,  as  amended  by  this
Amendment,  and each  other  Loan
Document  constitute  the  legal,
valid  and binding obligation  of
the  Company, the Parent and each
applicable  Subsidiary   of   the
Company, enforceable against such
Person  in  accordance  with  its
respective  terms, except  as  en
forcement   may  be  limited   by
bankruptcy, insolvency,  reorgani
zation,   moratorium  or  similar
laws affecting the enforcement of
creditors' rights generally,  and
by general principles of equity.

A.             No Conflicts; etc.
Neither  the execution,  delivery
or  performance by  the  Company,
the  Parent or any Subsidiary  of
the  Company  of any Document  to
which  it is a party, nor  compli
ance  by  any  of them  with  the
terms and provisions thereof, (i)
will  contravene  any  applicable
provision  of  any law,  statute,
rule,  regulation,  order,  writ,
injunction or decree of any court
or  governmental  instrumentality
or (ii) will conflict or be incon
sistent  with, or result  in  any
breach  of,  any  of  the  terms,
covenants,     conditions      or
provisions  of, or  constitute  a
default under, or result  in  the
creation or imposition of (or the
obligation  to create or  impose)
any  Lien  upon any  property  or
assets  owned by it  pursuant  to
the   terms  of,  any  indenture,
mortgage,  deed of  trust,  agree
ment or other instrument to which
it  is a party or by which it  or
any of its property or assets  is
bound  or  to  which  it  may  be
subject,  or  (iii) will  violate
any  provision of its certificate
of incorporation or by-laws.

A.             Consents; etc.  No
order,     consent,     approval,
license,    authorization,     or
validation    of,   or    filing,
recording  or registration  with,
or exemption by, any governmental
or  public body or authority,  or
any  subdivision thereof,  is  re
quired   to  authorize,   or   is
required  in connection with  the
execution,      delivery      and
performance  of the Documents  or
the  consummation of any  of  the
transactions         contemplated
thereby.

A.            Representations and
Warranties.   All  of  the  repre
sentations     and     warranties
contained  in this Agreement,  in
the  Credit Agreement and in  the
other Loan Documents (other  than
those which speak expressly  only
as  of  a different date) and  in
the  Documents are true  and  cor
rect  as of the date hereof after
giving  effect to this  Amendment
and  the other Documents and  the
transactions contemplated  hereby
and thereby.

I.                        SECTION
Miscellaneous.

A.                        Effect;
Ratification.  The amendments set
forth herein are effective solely
for the purposes set forth herein
and shall be limited precisely as
written, and shall not be  deemed
to  (i) be a consent to any amend
ment,  waiver or modification  of
any  other  term or condition  of
the  Credit Agreement or  of  any
other   Loan  Document  or   (ii)
prejudice  any  right  or  rights
that  the  Agents or the  Lenders
may  now have or may have in  the
future  under  or  in  connection
with the Credit Agreement or  any
other  Loan Document.  Each refer
ence  in the Credit Agreement  to
"this Agreement", "herein", "here
of"  and words of like import and
each  reference in the other Loan
Documents    to    the    "Credit
Agreement" shall mean the  Credit
Agreement   as  amended   hereby.
This Amendment shall be construed
in connection with and as part of
the   Credit  Agreement  and  all
terms,    conditions,    represen
tations,   warranties,  covenants
and  agreements set forth in  the
Credit  Agreement and each  other
Loan  Document, except as  herein
amended, are hereby ratified  and
confirmed  and  shall  remain  in
full force and effect.

A.                 Effectiveness.
This  Amendment shall immediately
become  effective as of the  date
first written above upon (i)  the
receipt   by  the  Administrative
Agent  of  duly executed  counter
parts of this Amendment from  the
Company,  each  Agent   and   the
Required  Lenders  and  (ii)  the
satisfaction  of  each  condition
precedent contained in Section  2
hereof (the "Effective Date").

A.              Loan   Documents.
This    Amendment,   the   Parent
Reaffirmation and the  Subsidiary
Reaffirmation are Loan  Documents
executed  pursuant to the  Credit
Agreement and shall (unless other
wise  expressly indicated herein)
be  construed,  administered  and
applied  in accordance  with  the
terms and provisions thereof.

A.              Costs,  Fees  and
Expenses.  The Company agrees  to
pay  all costs, fees and expenses
in  connection with the Documents
as   required  pursuant  to   the
Credit Agreement.

A.            Counterparts.  This
Amendment may be executed in  any
number of counterparts, each such
counterpart    constituting    an
original but all together one and
the same instrument.

A.             Severability.  Any
provision   contained   in   this
Amendment which that is  held  to
be  inoperative, unenforceable or
invalid   in   any   jurisdiction
shall,  as  to that jurisdiction,
be  inoperative, unenforceable or
invalid  without  affecting   the
remaining  provisions   of   this
Amendment in that jurisdiction or
the operation, enforceability  or
validity of that provision in any
other jurisdiction.

A.               GOVERNING   LAW.
THIS  AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED
IN  ACCORDANCE WITH, THE INTERNAL
LAWS  OF  THE STATE OF NEW  YORK.

          IN WITNESS WHEREOF, the
parties hereto have executed this
Amendment  as of the  date  first
above written.

CITICASTERS INC.,
a Florida corporation

By: /s/ R. Christopher Weber

Title:  Senior Vice President

By: /s/ Jon M. Berry

Title:  Senior Vice President


THE CHASE MANHATTAN BANK,
Individually and
  as Administrative Agent

By: /s/ C.C. Wardell

Title: Vice President


BANQUE PARIBAS, Individually and
 as Documentation Agent

By:  /s/ S.M. Heinen

Title:  Vice President

By: /s/ Mark A. Radzak

Title:  Vice President


BANK OF AMERICA ILLINOIS,
Individually and as
Syndication Agent

By: /s/ Kevin P. Morrison

Title:  Vice President


ABN AMRO BANK N.V.

By: /s/ James J. Johnston

Title:  Vice President


By:  /s/ Mary L. Honda

Title:  Vice President


THE BANK OF NEW YORK

By: /s/ Brenda Nedzi

Title:  Vice President


THE BANK OF NOVA SCOTIA

By: /s/ Margo C. Bright

Title:   Authorized Signatory


CAISSE NATIONALE DE CREDIT AGRICOLE

By: /s/ Lisa A. Centone

Title:  Vice President


C.I.B.C., INC.

By: /s/ P.C. Smith

Title:  Authorized Signatory


CREDIT LYONNAIS NEW YORK BRANCH

By: /s/ Stephen C. Levi

Title:  Vice President


DRESDNER BANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES

By: /s/ William E. Lambert

Title:  Assistant Vice President


By: /s/ Jane A. Majeski

Title:  Vice President


FIRST BANK NATIONAL ASSOCIATION

By: /s/ Robert W. Miller

Title:  Vice President


THE FIRST NATIONAL BANK OF BOSTON

By: /s/ Robert Milordi

Title:  Managing Director


ING CAPITAL ADVISORS, INC.

By: /s/ Michael D. Hatley

Title: Vice President


MELLON BANK, N.A.

By: Michael P. Hizebov

Title: Assistant Vice President


MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.

By: /s/ Anthony R. Clemente

Title:  Authorized Signatory


MORGAN GUARANTY TRUST COMPANY

By: /s/ Sandra Kurek

Title:  Associate


NATIONSBANK OF TEXAS, N.A.

By: /s/ Greg Meador

Title:  Vice President


PILGRIM AMERICA PRIME RATE TRUST

By: /s/ Thomas C. Hunt

Title: Portfolio Analyst


PRIME INCOME TRUST

By: /s/ Rafael Scolari

Title:   V.P. Portfolio Manager


PROTECTIVE LIFE INSURANCE COMPANY

By: /s/ Mark Okada

Title:  Principal


KEYBANK NATIONAL ASSOCIATION
(formerly known as Society
 National Bank)

By: /s/ Michael Stark

Title:  Assistant Vice President


UNION BANK OF CALIFORNIA, N.A.

By: /s/ Kevin Sampson

Title:  Assistant Vice President


VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST

By: /s/ Brian W. Good

Title:  Vice President


KEYPORT LIFE INSURANCE COMPANY
By:  Chancellor Senior Secured
     Management, Inc. as
     Portfolio Advisor

By: /s/ Gregory L. Smith

Title: Vice President


SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
    as Investment Advisor

By: /s/ Barbara Campbell

Title: Assistant Treasurer


MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management,
    L.P., as Investment Advisor

By: /s/ Anthony R. Clemente

Title:   Authorized Signatory


MEDICAL LIABILITY MUTUAL
  INSURANCE CO.

By: /s/ Gregory L. Smith

Title: Vice President

                       Exhibit A


                   REAFFIRMATION OF
                    PARENT GUARANTY


           This  REAFFIRMATION OF PARENT GUARANTY  ("Re
affirmation") is entered into as of October 8, 1996  by
Jacor Communications, Inc. (the "Parent Guarantor")  in
favor  of  and  for the benefit of The Chase  Manhattan
Bank  (as  successor  by merger to Chemical  Bank),  as
Administrative  Agent (in such capacity,  the  "Adminis
trative  Agent") for itself, the Agents and the Lenders
party to the Credit Agreement.  Capitalized terms  used
and not defined herein shall have the meanings assigned
to such terms in the Parent Guaranty referenced below.

                   R E C I T A L S:

             WHEREAS, Citicasters Inc., a Florida corpo
ration (the "Company"), the Lenders and the Agents  are
parties  to that certain Credit Agreement dated  as  of
June  12, 1996, as amended by that certain First  Amend
ment  to  Credit Agreement dated as of  June  18,  1996
among  the Company, the Agents and the Lenders  and  as
further  amended  by that certain Second  Amendment  to
Credit  Agreement dated as of September 18, 1996  among
the  Company, the Agents and the Lenders (the "Original
Credit Agreement");

             WHEREAS, the Company, the Lenders and  the
Agents  are entering into that certain Third  Amendment
to  Credit  Agreement dated as of the date hereof  (the
"Credit  Agreement Amendment"; and the Original  Credit
Agreement  as amended by the Credit Agreement Amendment
being  referred  to herein as the "Credit  Agreement");
and

            WHEREAS, the Parent Guarantor is a party to
that  certain Parent Guaranty dated as of June 12, 1996
(the  "Parent Guaranty"), pursuant to which the  Parent
Guarantor  has  guaranteed the Guaranteed  Debt,  which
term  includes,  inter  alia, all  Obligations  of  the
Company under and as defined in the Credit Agreement.

           Section 1.  Reaffirmation.  The Parent  Guar
antor  hereby  (i) acknowledges that the  Company,  the
Lenders  and  the Agents have entered into  the  Credit
Agreement  Amendment, which Credit Agreement  Amendment
has been made available to and has been reviewed by the
Parent  Guarantor and (ii) reaffirms  that  its  obliga
tions under the Parent Guaranty and each other Collater
al  Document to which it is a party continues  in  full
force  and  effect with respect to the Original  Credit
Agreement as amended by the Credit Agreement Amendment.

          Section 2.  Counterparts.  This Reaffirmation
may  be  executed  in any number of counterparts,  each
such  counterpart  constituting  an  original  but  all
together one and the same instrument.

           Section  3.  GOVERNING LAW.  THIS  REAFFIRMA
TION  SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRET
ED  IN  ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF                       NEW                      YORK.

           IN  WITNESS  WHEREOF, the  Parent  Guarantor
hereto has caused this Reaffirmation to be executed and
delivered  by a duly authorized officer thereof  as  of
the date first above written.


JACOR COMMUNICATIONS, INC.


By:
   Title:


Acknowledged:

THE  CHASE MANHATTAN BANK, as Administrative Agent  and
on behalf of each Agent and each Lender


By:
   Title:
                       Exhibit B


                   REAFFIRMATION OF
                  SUBSIDIARY GUARANTY


           This  REAFFIRMATION  OF SUBSIDIARY  GUARANTY
("Reaffirmation") is entered into as of October 8, 1996
by  each  of the parties listed on the signature  pages
hereof (collectively, the "Guarantors") in favor of and
for  the benefit of The Chase Manhattan Bank (as succes
sor  by  merger  to  Chemical Bank), as  Administrative
Agent  (in  such capacity, the "Administrative  Agent")
for  itself,  the Agents and the Lenders party  to  the
Credit  Agreement.   Capitalized  terms  used  and  not
defined herein shall have the meanings assigned to such
terms in the Subsidiary Guaranty referenced below.

                   R E C I T A L S:

             WHEREAS, Citicasters Inc., a Florida corpo
ration (the "Company"), the Lenders and the Agents  are
parties  to that certain Credit Agreement dated  as  of
June  12, 1996, as amended by that certain First  Amend
ment  to  Credit Agreement dated as of  June  18,  1996
among  the Company, the Agents and the Lenders  and  as
further  amended  by that certain Second  Amendment  to
Credit  Agreement dated as of September 18, 1996  among
the  Company, the Agents and the Lenders (the "Original
Credit Agreement");

             WHEREAS, the Company, the Lenders and  the
Agents  are entering into that certain Third  Amendment
to  Credit  Agreement dated as of the date hereof  (the
"Credit  Agreement Amendment"; and the Original  Credit
Agreement  as amended by the Credit Agreement Amendment
being  referred  to herein as the "Credit  Agreement");
and

             WHEREAS, each of the Guarantors is a party
to  that certain Subsidiary Guaranty dated as of Septem
ber  18, 1996 (the "Subsidiary Guaranty"), pursuant  to
which  each  Guarantor  has guaranteed  the  Guaranteed
Debt,  which term includes, inter alia, all Obligations
of  the  Company  under and as defined  in  the  Credit
Agreement.

           Section  1.  Reaffirmation.  Each  Guarantor
hereby  (i) acknowledges that the Company, the  Lenders
and  the  Agents have entered into the Credit Agreement
Amendment,  which Credit Agreement Amendment  has  been
made  available to and has been reviewed by  each  Guar
antor and (ii) reaffirms that its obligations under the
Subsidiary Guaranty and each other Collateral  Document
to  which  it  is a party continues in full  force  and
effect with respect to the Original Credit Agreement as
amended by the Credit Agreement Amendment.

          Section 2.  Counterparts.  This Reaffirmation
may  be  executed  in any number of counterparts,  each
such  counterpart  constituting  an  original  but  all
together one and the same instrument.

           Section  3.  GOVERNING LAW.  THIS  REAFFIRMA
TION  SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRET
ED  IN  ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF                       NEW                      YORK.

           IN  WITNESS WHEREOF, each of the  Guarantors
hereto has caused this Reaffirmation to be executed and
delivered  by a duly authorized officer thereof  as  of
the date first above written.


Address for each Guarantor:

1300 PNC Center                      JACOR BROADCASTING
                                     OF FLORIDA, INC.
201 East Fifth Street
Cincinnati, Ohio  45202
Attn:  R. Christopher Weber

                          By:
                                Name:
                                Title:



JACOR BROADCASTING OF ATLAN
                          TA, INC.



                          By:
                                Name:
                                Title:



JACOR BROADCASTING OF KNOX
                          VILLE, INC.



                          By:
                                Name:
                                Title:



JACOR BROADCASTING OF COLORA
                          DO, INC.



                          By:
                                Name:
                                                 Title:
                          
                          JACOR  BROADCASTING OF  TAMPA
                          BAY, INC.



                          By:
                                Name:
                                Title:



JACOR BROADCASTING OF ST. LOU
                          IS, INC.



                          By:
                                Name:
                                Title:


                          JACOR CABLE, INC.



                          By:
                                Name:
                                Title:



GEORGIA NETWORK EQUIPMENT,
                          INC.



                          By:
                                Name:
                                Title:



JACOR BROADCASTING CORPORA
                          TION



                          By:
                                Name:
                                Title:


                          BROADCAST FINANCE, INC.



                          By:
                                Name:
                                Title:



JACOR BROADCASTING OF SAN
                          DIEGO, INC.



                          By:
                                Name:
                                Title:



JACOR BROADCASTING OF
                          LEXINGTON, INC.



                          By:
                                Name:
                                Title:



JACOR BROADCASTING OF
                          SARASOTA, INC.



                          By:
                                Name:
                                Title:


                          CITICASTERS CO.



                          By:
                                Name:
                                Title:




NOBLE BROADCAST OF COLORADO,
                          INC.



                          By:
                                Name:
                                Title:


NOBLE BROADCAST OF ST. LOUIS,
                          INC.



                          By:
                                Name:
                                Title:



NOBLE BROADCAST OF TOLEDO,
                          INC.



                          By:
                                Name:
                                Title:



NOBLE BROADCAST OF SAN DIEGO,
                          INC.



                          By:
                                Name:
                                Title:



NOBLE BROADCAST LICENSES,
                          INC.



                          By:
                                Name:
                                Title:



NOBLE BROADCAST HOLDINGS,
                          INC.



                          By:
                                Name:
                                Title:



NOBLE BROADCAST GROUP, INC.



                          By:
                                Name:
                                Title:



SPORTS RADIO, INC.



                          By:
                                Name:
                                Title:

                                                   NOVA
                          MARKETING GROUP, INC.



                          By:
                                Name:
                                Title:


                           INMOBILIARIA RADIAL, S.A. DE
C.V.



                          By:
                                Name:
                                Title:



Acknowledged:

THE  CHASE MANHATTAN BANK, as Administrative Agent  and
on behalf of each Agent and each Lender


By:
                                                 Title:



                     EXHIBIT 10.1


                 EMPLOYMENT AGREEMENT


           This EMPLOYMENT AGREEMENT (this "Agreement")
is entered into as of February 20, 1996, by and between
Noble  Broadcast  Group, Inc., a  Delaware  corporation
(the  "Company")  and John T. Lynch  ("Employee")  with
reference to the following facts:

          A.   Concurrently herewith, Employee, Company
and  Jacor  Communications, Inc., an  Ohio  corporation
("Jacor"),   and  various  of  their  affiliates,   are
entering into a series of agreements, including without
limitation  that certain Stock Purchase and  Stock  and
Warrant  Redemption Agreement dated as of February  20,
1996  (the "Stock Agreement"), pursuant to which it  is
contemplated  that Employee will transfer  all  of  his
shares of Company ("Shares") to Jacor, and Company will
become a wholly-owned subsidiary of Jacor.  Capitalized
terms  not  otherwise  defined herein  shall  have  the
meaning contemplated by the Stock Agreement;

           B.   The Stock Agreement contemplates that a
period   of   time  may  pass  prior  to  the   Closing
thereunder, and the consummation of the Stock Agreement
is  conditional  upon  obtaining  the  consent  of  the
Federal Communications Commission ("FCC");

           C.    Company has made certain covenants and
undertakings, pursuant to the Stock Agreement and other
related documents, for which the continued services  of
Employee, including certain duties and responsibilities
not    previously   applicable   to   Employee's    job
performance,  are  critical through and  including  the
Closing Date;

            D.    Company  has  obligations  under  the
Communications Act
of  1934, as amended, and the policies and rules of the
FCC,  to  ensure  that  prior to the  Closing  Date  it
maintains  control over the programming, personnel  and
finances  of  the  radio  stations  licensed  to  Noble
Broadcast Licenses, Inc.;

           E.    The Company and Employee wish to enter
into  this  Agreement  to  set  forth  the  rights  and
obligations of each of them with respect to  Employee's
employment  with  the  Company, and  the  circumstances
under which such rights and obligations will change.

          ACCORDINGLY, in consideration of the premises
and the agreements contained herein, and other good and
valuable  consideration, the receipt  and  adequacy  of
which the parties hereby acknowledge, the parties agree
as follows:

I.               Section  .  Employment.   The  Company
hereby employs Employee, and Employee, in consideration
of  such  employment and other consideration set  forth
herein,  hereby accepts employment, upon the terms  and
conditions set forth herein.

I.             Section . Office and Duties.

     A.             During the term of this Agreement prior
     to the Closing (the "Pre-Closing Period"), Employee
     shall be employed in the position of Chairman and Chief
     Executive Officer of the Company, performing such
     duties as directed by the Board of Directors of the
     Company ("Board").  In such capacity, Employee shall
     perform the duties historically exercised by him in
     such capacity, but shall further use his best
     reasonable efforts to assure the Company's compliance
     with the Stock Agreement.  Such duties of Employee
     shall include, but not be limited to:  (i) maintaining
     Company control over the operations, programming,
     sales, finances and employees of the Stations,
     including the direct supervision of the general manager
     of each Station, consistent when applicable, with any
     Time Brokerage Agreement so in effect; and (ii)
     ensuring compliance by the Company and its Affiliates
     with FCC rules and policies.

     A.             At the Closing, Company shall assign all
     of its rights and obligations hereunder to Jacor
     (references to the term "Company" for the period
     following the Closing (the "Post-Closing Period") shall
     refer to Jacor).  During the "Post-Closing Period"
     Employee shall serve as the Vice Chairman of Jacor and
     as such shall perform such functions and duties as
     directed by the President and Co-Chief Operating
     Officer and/or the Co-Chief Operating Officer of Jacor
     ("Jacor Officer") which functions and duties shall
     include the general supervision of the Company's San
     Diego  operations including those  management
     responsibilities that Jacor Officer determines are
     appropriate from time to time.  Further, the general
     managers of the Company's San Diego operations shall
     report to Employee.

     A.              While employed hereunder, Employee
     shall do all things necessary, legal and incident to
     the above positions, and shall perform the functions
     and duties as either the Board (during the Pre-Closing
     Period) or Jacor Officer (during the Post-Closing
     Period), may establish from time to time.  In the
     performance of the functions and duties hereunder,
     Employee shall work and travel to such places and on
     such occasions as the Board (during the Pre-Closing
     Period) or Jacor Officer (during the Post-Closing
     Period), may from time to time reasonably require on an
     occasional basis.  On such occasions the Employee shall
     be permitted to fly first class and incur other
     travelling expenses consistent with the Company's
     policy regarding expenses for its executive employees
     of similar position, at the Company's expense.
     Notwithstanding any other provision herein, Employee's
     services shall be rendered, and Employee's existing
     office shall be maintained, in San Diego, California.

I.             Section . Remuneration.

     A.          Base Salary.  Employee shall be paid a
     monthly base salary of $25,000.00 during the  Term
     hereof.  Except as otherwise provided in Section 9.5,
     Employee's  base  salary shall be  paid  in  equal
     installments on the fifteenth and last day of each
     month.

     A.          Fringe Benefits.  During the Pre-Closing
     Period, Employee shall be entitled to participate in
     and receive such insurance and other fringe benefits as
     he has historically received from the Company.  During
     the Post-Closing Period, Employee shall be entitled to
     participate in and receive such insurance and other
     fringe benefits as may be provided to the executive
     employees of Jacor.

     A.          Additional Compensation.  During the Term
     of this Agreement, Employee shall be paid an expense
     allowance for automobile expenses and club dues of
     $1,200.00 per month as additional compensation.

I.              Section . Expenses.  The Company  shall
pay  or  reimburse Employee for all travel and  out-of-
pocket expenses reasonably incurred or paid by Employee
in connection with the performance of Employee's duties
as  an  employee  of the Company, upon presentation  of
expense statements or receipts or such other supporting
documentation  as  the Company may reasonably  require.
All  of  such  expenses shall be  consistent  with  the
Company's  policy regarding expenses for its  executive
employees of similar position.

I.             Section . Outside Employment.

     A.          Except for services performed by Employee
     pursuant  to  the Conseco and Class A Shareholders
     Consulting Agreements, Employee shall devote Employee's
     full time and attention to the performance of  the
     duties incident to Employee's position with the Company
     and shall not have any other employment with any other
     enterprise or substantial responsibility  for  any
     enterprise which would be inconsistent with Employee's
     duties hereunder (the foregoing shall not prevent the
     Employee from participating in any charitable or civic
     organization that does not interfere with Employee's
     performance of the duties and responsibilities to be
     performed by Employee under this Agreement).  Without
     limiting the foregoing, other than on behalf of the
     Company, and for the exclusive benefit of the Company,
     the Employee further specifically agrees that during
     the term of this Agreement, Employee will not either
     for  himself  or  on behalf of any  person,  firm,
     corporation, limited liability company, partnership or
     any other operations or entity, directly or indirectly:

1.                                  render any services
                       as an officer, director, employee, agent, consultant or
                       in any other capacity to, or own any interest (other
                       than an interest of less than five percent (5%) of the
                       stock of a publicly held company), as an owner,
                       stockholder, member, partner or in any other manner in
                       any person, firm, corporation, limited liability
                       company, partnership or other entity which is a
                       Competitive Business;

1.                                 solicit or otherwise
                       attempt to employ or employ any current or future
                       employee of the Company or any Affiliate (as that term
                       is defined in Section 5.2 of this Agreement) for
                       employment in any business or otherwise offer any
                       inducement to any current or future employee of the
                       Company or any Affiliate to leave such company's employ
                       ("Solicitation"); or

1.                                    (a)   divert   or
                       attempt to divert from the Company or its Affiliates
                       any business whatsoever by influencing or attempting to
                       influence any customers or clients of the Company or
                       its Affiliates or contact, solicit any past, existing
                       or potential customer or client of the Company or its
                       Affiliates ("Customers") (a "potential customer or
                       client of the Company" or its Affiliates shall mean any
                       individual or business entity with whom the Company or
                       its Affiliates has directly communicated or
                       corresponded for the purposes of rendering products or
                       services or selling advertising time) regarding the
                       Company's or its Affiliates' business or any
                       Competitive Business ("Broadcast Business") or (b)
                       otherwise provide radio broadcast products or services
                       or any other products or services for any Customers
                       ("Broadcast Services"); or

1.                                  use  or divulge  to
                       anyone any information about the identity of the
                       Customers or suppliers of the Company and/or its
                       Affiliates (including without limitation, customer
                       lists and customer prospect lists (whether in writing
                       or memorized by Employee)), or information about
                       Customer requirements, transactions, work orders,
                       pricing policies, plans, or any other Confidential
                       Information, (as that term is defined in Section 6 of
                       this Agreement).

     A.              For the purpose of this Agreement,
     "Competitive  Business" shall  mean  any  business
     operation (including a sole proprietorship)  which
     engages  in, as all or a significant part  of  its
     business, the business of radio broadcasting in markets
     which the Company and its Affiliates own and operates
     radio stations and/or has a sales agency agreement
     relating to such markets, but does not include any
     radio broadcasting in the State of California outside
     the  San  Diego metropolitan area ("Non San  Diego
     Market").   For  the  purpose  of  this  Agreement
     "Affiliate" shall mean as to the Company, (a)  any
     person which directly or indirectly, is in control of,
     is controlled by or is under common control with, the
     Company, or (b) any person who is a director, officer
     or employee (i) of the Company or (ii) of any person
     described in the preceding clause (a).  For purposes of
     this definition, control of a person shall mean (a) the
     power, direct or indirect, (i) to vote ten percent
     (10%) or more of the securities having ordinary voting
     power for the election of directors of such person or
     (ii) to direct or cause the direction of the management
     and policies of such person whether by contract or
     otherwise, or (b) the ownership, direct or indirect, of
     ten  percent (10%) or more of any class of  equity
     securities of such person.

I.               Section  .  Confidential  Information.
Employee  shall not, during the term of this  Agreement
or  at  any time thereafter, disclose, or cause  to  be
disclosed, in any way Confidential Information, or  any
part   thereof,  to  any  person,  firm,   corporation,
association, or any other operation or entity,  or  use
the  Confidential Information on Employee's own behalf,
for  any  reason  or purpose.  Employee further  agrees
that, during the term of this Agreement or at any  time
thereafter, Employee will not distribute, or  cause  to
be  distributed, Confidential Information to any  third
person  or  permit the reproduction of the Confidential
Information,  except  on  behalf  of  the  Company   in
Employee's  capacity  as an employee  of  the  Company.
Employee  shall  take  all  reasonable  care  to  avoid
unauthorized  disclosure  or use  of  the  Confidential
Information.   Employee  hereby assumes  responsibility
for  and  shall indemnify and hold the Company harmless
from   and  against  any  disclosure  or  use  of   the
Confidential   Information   in   violation   of   this
Agreement.

            For   the   purpose  of   this   Agreement,
"Confidential  Information" shall mean any  written  or
unwritten information which specifically relates to  or
is used in the business of the Company or any Affiliate
relating  to  services,  processes,  patents,  systems,
equipment,  creations,  designs, formats,  programming,
discoveries,    inventions,   improvements,    computer
programs, data kept on computer, engineering, research,
development,   applications,   financial   information,
information   regarding  services   and   products   in
development,   market   information   including    test
marketing  or  localized marketing, other  confidential
information   regarding   processes   or    plans    in
development, trade secrets, training manuals and  know-
how  of  the  Company or any Affiliate, and information
relating  to customers, clients, suppliers  and  others
with  whom the Company or its Affiliates do or have  in
the  past  done  business, which  the  Company  or  any
Affiliate deems confidential and proprietary and  which
is  generally not known to others outside  the  Company
and  its  Affiliates which gives or tends to  give  the
Company  and/or its Affiliates a competitive  advantage
over persons who do not possess such information or the
secrecy  of which is otherwise of value to the Company,
or  its Affiliates in the conduct of their business  --
regardless  of  when and by whom such  information  was
developed or acquired, and regardless of whether any of
these  are  described in writing, reduced to  practice,
copyrightable  or considered copyrightable,  patentable
or  considered  patentable.   Provided,  however,  that
"Confidential  Information" shall not  include  general
industry  information or information which is  publicly
available  or otherwise known to those persons  working
in  the radio broadcast business or is otherwise in the
public   domain  without  breach  of  this   Agreement,
information which Employee has lawfully acquired from a
source  other  than the Company or its  Affiliates,  or
information which is required to be disclosed  pursuant
to  any  law,  regulation, or rule of any  governmental
body   or   authority   or   court   order.    Employee
acknowledges  that  the  Confidential  Information   is
novel, proprietary to and of considerable value to  the
Company and/or its Affiliates.

            Employee   agrees  that  all   restrictions
contained  in this Section 6 are reasonable  and  valid
under  the circumstances and hereby waives all defenses
to the strict enforcement thereof by the Company.

           Employee  agrees  that, upon  the  Company's
request,  Employee will immediately deliver up  to  the
Company  all  Confidential  Information  in  Employee's
possession  and/or  control, and  all  notes,  records,
memoranda, correspondence, files and other papers,  and
all  copies,  relating  to  or containing  Confidential
Information.  Employee does not have, nor can  Employee
acquire any property or other right in the Confidential
Information.

I.               Section   .   Creations,   Inventions,
Improvements, Etc.

     A.             It shall be part of the normal duties of
     Employee at all times to consider in what manner and by
     what new methods or devices the products, services,
     processes, equipment or systems of the Company might be
     improved and promptly to give to the Board full details
     of any creation, design, format, invention, discovery,
     or improvement ("Creation") which Employee may, from
     time to time, make, discover or become aware of in the
     course  of  Employee's duties and to  further  the
     interests of the Company's undertaking with regard
     thereto, and Employee hereby agrees that the  sole
     ownership of any Creation and all proprietary rights
     therein discovered or made by Employee (whether alone
     or jointly with others) at any time during Employee's
     employment hereunder shall belong free of charge and
     exclusively to the Company and/or its Affiliates or as
     the Company may direct.

     A.             Employee hereby agrees (at any time
     during Employee's employment or thereafter and at the
     Company's expense) to do all such acts and  things
     (including, without limitation, making application for
     letters patent) as the Company may reasonably request
     to vest ownership of any Creation and any protection as
     to ownership or use (in any part of the world) of any
     Creation in the Company and/or its Affiliates or as it
     may  direct, jointly if necessary, with any  joint
     inventor thereof, and the Employee hereby irrevocably
     appoints the Company for the purposes aforesaid to be
     Employee's  attorney  in Employee's  name  and  on
     Employee's behalf to execute and do any such documents,
     acts and things aforesaid.

     A.              Employee  is hereby notified,  and
     Employee hereby acknowledges, that the provisions of
     this Agreement shall not apply to an invention that
     qualifies fully under the provisions of California
     Labor Code 2870.

I.               Section   .   Term.   Unless   earlier
terminated  pursuant to Section 9 hereof, the  term  of
this Agreement shall be for a term which will begin  as
of  February __, 1996, and continue until September __,
1999 (the "Term").

I.             Section . Termination, Severance, Etc.

     A.           Death.  This Agreement and Employee's
     employment hereunder shall be terminated on the death
     of Employee, effective as of the date of Employee's
     death.

     A.          Continued Disability.  This Agreement and
     Employee's employment hereunder shall be terminated, at
     the option of the Company, upon a Continued Disability
     of  Employee,  effective as of  the  date  of  the
     determination of Continued Disability as that term is
     hereinafter  defined.  For the  purposes  of  this
     Agreement "Continued Disability" shall be defined as
     the inability or incapacity (either mental or physical)
     of Employee to continue to perform Employee's duties
     hereunder for a continuous period of three (3) months
     or for 90 days, whether or not contiguous, during any
     period of 365 contiguous days.  The determination as to
     whether Employee is unable to perform the essential
     functions of Employee's job shall be made by the Board
     (during  the Pre-Closing Period) or Jacor  Officer
     (during the Post-Closing Period) in the good faith
     exercise  of its reasonable discretion;  provided,
     however, that if Employee is not satisfied with the
     decision of the Board or Jacor Officer, as the case may
     be,  Employee will submit to examination by  three
     competent physicians who practice in the metropolitan
     area in which the Employee then resides, one of whom
     shall be selected by the Company, another of whom shall
     be selected by Employee, with the third to be selected
     by the physicians so selected.  The decision of  a
     majority of the physicians so selected shall supersede
     the decision of the Board or Jacor Officer, as the case
     may be, and shall be final and conclusive.

     A.          Termination - Good Cause.  Notwithstanding
     any other provision of this Agreement, the Company may
     at any time immediately terminate this Agreement and
     Employee's employment hereunder for Good Cause.  For
     this purpose, "Good Cause" shall include the following:
     the current use of illegal drugs; indictment for any
     felony or any crime involving moral turpitude; fraud or
     misrepresentation; embezzlement of funds or property of
     the Company or any Affiliate; willful conduct which is
     materially  injurious to the business, reputation,
     business or business relationships of the Company, or
     any Affiliate; failure to comply with the policies,
     rules, or directives of the Board or Jacor Officer, as
     the case may be; or any material violation of any of
     the provisions of this Agreement or the Noncompetition
     and Confidentiality Agreement by and among Jacor, the
     Company  and Employee of even date herewith.   Any
     alleged cause for termination shall be delivered in
     writing to Employee stating the full basis for such
     cause as a condition to any notice of such termination.

     A.          Termination _ Other.   On or after February
     __, 1998, either Employee or the Company may terminate
     the Agreement for any reason at any time following
     written notice of not less than thirty (30) days.

     A.             Payment Upon Termination.

1.                            Notwithstanding any other
                    provision hereof, in the event of any termination of
                    this Agreement pursuant to Section 9.1, Section 9.3 or
                    Section 9.4, the Company shall pay to Employee (or to
                    his estate or designated beneficiary in the event of
                    termination pursuant to Section 9.1) within ten (10)
                    days thereof, without any discount or offset, as a lump
                    sum an amount equal to all amounts accrued under
                    Section 3.1 hereof plus the total amount of all
                    additional payments otherwise contemplated under
                    Section 3.1 hereof for the entire originally
                    contemplated term through and including September __,
                    1999.

1.                          In   the   event   of   any
                    termination of this Agreement other than termination
                    pursuant to Section 9.1, Section 9.3 or Section 9.4,
                    the Company shall continue to pay  Employee the amounts
                    required under Section 3.1, in the manner provided in
                    Section 3.1.


I.             Section .  Notices.

           All notices, demands or other communications
which  may be or are required to be given by any  party
to any other party pursuant to this Agreement, shall be
in  writing  and  shall be mailed  by  certified  mail,
return   receipt   requested,   postage   prepaid,   or
transmitted   by  hand  delivery,  national   overnight
express,  telegram or facsimile transmission, addressed
as follows:

     A.          In the case of the Company (during the Pre-
     Closing Period), if addressed to it as follows:

               Noble Broadcast Group, Inc.
               4891 Pacific Highway
               San Diego, California 92110-4082
               Telecopier: (619) 294-9393

           With  a  copy, which shall not constitute  a
required notice, to:

               J. Terence O'Malley, Esq.
               Gray Cary Ware & Freidenrich
               401 B Street, Suite 1700
               San Diego, California  92101-4297
               Telecopier: (619) 236-1048

A.               In the case of the Company (during the
Post-Closing Period), if addressed to it as follows:

               Jacor Communications, Inc.
               1300 PNC Center
               201 East Fifth Street
               Cincinnati, Ohio  45202
               Attention:  Randy Michaels
               Telecopier: (513) 621-6087

           With  a  copy, which shall not constitute  a
required notice, to:

               Graydon, Head & Ritchey
               1900 Fifth Third Center
               511 Walnut Street
               Cincinnati, Ohio  45202
               Attention:  John J. Kropp, Esq.
               Telecopier: (513) 651-3836

     A.          In the case of Employee, if addressed to
                 Employee at:
               John T. Lynch
               1508 Uno Verde Court
               Solana Beach, California 92075
               Telecopier:  (619) 481-3269

           With  a  copy, which shall not constitute  a
required notice, to:

               J. Terence O'Malley, Esq.
               Gray Cary Ware & Freidenrich
               401 B Street, Suite 1700
               San Diego, California  92101-4297
               Telecopier: (619) 236-1048

until such time as either party notifies the other of a
change  of address.  Each notice or other communication
which shall be mailed, delivered or transmitted in  the
manner  described  above shall be  deemed  sufficiently
given and received for all purposes at such time as  it
is delivered to the addressee (with the return receipt,
the delivery receipt, or the affidavit of messenger  or
telefax   transmission  log  being  deemed   conclusive
evidence  of such delivery) or at such time as delivery
is refused by the addressee upon presentation.

I.              Section  .  Assignment, Successors  and
Assigns.  This Agreement shall inure to the benefit  of
and  be  binding  upon  the parties  hereto  and  their
respective   legal   representatives,   successor   and
assigns.   The Company may assign or otherwise transfer
its  rights  under this Agreement to any  successor  or
affiliated business or corporation (whether by sale  of
stock,   merger,  consolidation,  sale  of  assets   or
otherwise), but this Agreement may not be assigned, nor
may the duties hereunder be delegated by Employee.   In
the   event  that  the  Company  assigns  or  otherwise
transfers  its  rights  under  this  Agreement  to  any
successor   or   affiliated  business  or   corporation
(whether by sale of stock, merger, consolidation,  sale
of  assets  or  otherwise), for all  purposes  of  this
Agreement,  the  "Company"  shall  then  be  deemed  to
include   the  successor  or  affiliated  business   or
corporation to which the Company assigned or  otherwise
transferred its rights hereunder.

I.             Section .  Modification.  This Agreement
may not be released, discharged, abandoned, changed, or
modified  in  any  manner, except by an  instrument  in
writing signed by each of the parties hereto.

I.             Section .  Severability.  The invalidity
or unenforceability of any particular provision of this
Agreement shall not affect any other provisions hereof,
and  this  Agreement shall be construed in all respects
as if any such invalid provision were omitted herefrom.

I.             Section .  Counterparts.  This Agreement
may   be  signed  in  counterparts  and  each  of  such
counterpart  shall constitute an original document  and
such counterparts, taken together, shall constitute one
in the same instrument.

I.               Section   .    Governing   Law.    The
provisions of this Agreement shall be governed  by  and
interpreted in accordance with the laws of the State of
Ohio  and  the  laws  of the United  States  applicable
therein.

I.               Section   .   Prior  Agreement.    The
previously   existing  employment   agreement   between
Employee   and  Company  is  hereby  terminated.    The
outstanding interest-free loan to Employee of  $50,000,
made  pursuant  to such agreement and made  subject  to
forgiveness upon achievement of certain economic goals,
is   hereby  forgiven  in  consideration  of   services
rendered.

           IN  WITNESS WHEREOF, this Agreement has been
executed by the parties hereto effective as of the date
first above written.


NOBLE BROADCAST GROUP, INC.             "Employee"


By:/s/  Frank A. DeFrancesco              /s/  John  T.
Lynch
   Frank A. De Francesco                John T. Lynch
   Executive Vice President and
   Chief Financial Officer




APPROVED FOR THE BOARD OF DIRECTORS BY:



/s/ Louis P. Ferrero
Louis P. Ferrero,
Chairman of the Compensation
Committee of the Board



____________________________________________________________
_____



      As  of  the Closing Date, the undersigned,  Jacor
Communications, Inc., shall accept and assume the assignment
of the rights and obligations of the Company under this
Agreement, pursuant to Section 2.2 of this Agreement.

                                  JACOR COMMUNICATIONS, INC.



                                   By:/s/ Randy Michaels
                                      Randy  Michaels, President



                        EXHIBIT 10.2


                    EMPLOYMENT AGREEMENT


          This EMPLOYMENT AGREEMENT (this "Agreement") is
entered into as of February 20, 1996, by and between Noble
Broadcast  Group,  Inc.,  a Delaware  corporation  (the
"Company") and Frank A. De Francesco ("Employee")  with
reference to the following facts:

          A.   Concurrently herewith, Employee, Company and
Jacor Communications, Inc., an Ohio corporation ("Jacor"),
and various of their affiliates, are entering into a series
of agreements, including without limitation that certain
Stock Purchase and Stock and Warrant Redemption Agreement
dated  as of February 20, 1996 (the "Stock Agreement"),
pursuant to which it is contemplated that Employee will
transfer all of his shares of Company ("Shares") to Jacor,
and Company will become a wholly-owned subsidiary of Jacor.
Capitalized terms not otherwise defined herein shall have
the meaning contemplated by the Stock Agreement;

           B.   The Stock Agreement contemplates that a
period of time may pass prior to the Closing thereunder, and
the consummation of the Stock Agreement is conditional upon
obtaining  the  consent  of the Federal  Communications
Commission ("FCC");

           C.    Company has made certain covenants and
undertakings, pursuant to the Stock Agreement and other
related documents, for which the continued services  of
Employee, including certain duties and responsibilities not
previously applicable to Employee's job performance, are
critical through and including the Closing Date;

            D.    Company  has  obligations  under  the
Communications Act
of 1934, as amended, and the policies and rules of the FCC,
to  ensure  that prior to the Closing Date it maintains
control over the programming, personnel and finances of the
radio stations licensed to Noble Broadcast Licenses, Inc.;

          E.   The Company and Employee wish to enter into
this Agreement to set forth the rights and obligations of
each of them with respect to Employee's employment with the
Company, and the circumstances under which such rights and
obligations will change.

          ACCORDINGLY, in consideration of the premises and
the agreements contained herein, and other good and valuable
consideration, the receipt and adequacy of which the parties
hereby acknowledge, the parties agree as follows:

I.             Section . Employment.  The Company hereby
employs Employee, and Employee, in consideration of such
employment and other consideration set forth herein, hereby
accepts employment, upon the terms and conditions set forth
herein.

I.             Section . Office and Duties.

     A.             During the term of this Agreement prior to
     the Closing (the "Pre-Closing Period"), Employee shall be
     employed in the position of Executive Vice President & Chief
     Financial Officer of the Company, performing such duties as
     directed by the Board of Directors of the Company ("Board").
     In such capacity, Employee shall perform the duties
     historically exercised by him in such capacity, but shall
     further use his best reasonable efforts to assure the
     Company's compliance with the Stock Agreement.  Such duties
     of Employee shall include, but not be limited to:  [(i)
     maintaining  Company control over the  operations,
     programming, sales, finances and employees of the Stations,
     including the direct supervision of the general manager of
     each Station, consistent when applicable, with any Time
     Brokerage Agreement so in effect; and (ii) ensuring
     compliance by the Company and its Affiliates with FCC rules
     and policies].

     A.             At the Closing, Company shall assign all of
     its rights and obligations hereunder to Jacor (references to
     the term "Company" for the period following the Closing (the
     "Post-Closing Period") shall refer to Jacor).  During the
     "Post-Closing Period" Employee shall serve as a Senior Vice
     President and as such shall perform such functions and
     duties as directed by the President and Co-Chief Operating
     Officer, the Co-Chief Operating Officer and/or Chief
     Financial Officer of Jacor ("Jacor Officer").  Such
     functions and duties shall include, but not be limited to,
     operational audits; systems and procedures; employee
     benefits; training and assisting both corporate and station
     financial staff; acquisition evaluation; internal,
     operational and financial audit matters; procedures
     development and formulating policies.

     A.              While employed hereunder, Employee shall do
     all things necessary, legal and incident to the above
     positions, and shall perform the functions and duties as
     either the Board (during the Pre-Closing Period) or Jacor
     Officer (during the Post-Closing Period), may establish from
     time to time.  In the performance of the functions and
     duties hereunder, Employee shall work and travel to such
     places and on such occasions as the Board (during the Pre-
     Closing Period) or Jacor Officer (during the Post-Closing
     Period), may from time to time reasonably require on an
     occasional basis.  On such occasions the Employee shall be
     permitted to incur travelling expenses consistent with the
     Company's policy regarding expenses for its executive
     employees of similar position, at the Company's expense.
     Notwithstanding any other provision herein, Employee's
     services shall be rendered, and Employee's existing office
     shall be maintained, in San Diego, California.

I.             Section . Remuneration.

     A.          Base Salary.  Employee shall be paid a monthly
     base salary of $10,000.00 during the Term hereof.  Except as
     otherwise provided in Section 9.5, Employee's base salary
     shall be paid in equal installments on the fifteenth and
     last day of each month.

     A.          Fringe Benefits.  During the Pre-Closing Period,
     Employee shall be entitled to participate in and receive
     such  insurance  and other fringe benefits  as  he  has
     historically received from the Company.  During the Post-
     Closing Period, Employee shall be entitled to participate in
     and receive such insurance and other fringe benefits as may
     be provided to the executive employees of Jacor.
     
I.             Section . Expenses.  The Company shall pay or
reimburse Employee for all travel and out-of-pocket expenses
reasonably  incurred or paid by Employee in connection  with
the  performance of Employee's duties as an employee of  the
Company, upon presentation of expense statements or receipts
or  such  other supporting documentation as the Company  may
reasonably   require.   All  of  such  expenses   shall   be
consistent with the Company's policy regarding expenses  for
its executive employees of similar position.

I.             Section . Outside Employment.

     A.           Except for services performed by  Employee
     pursuant to the Conseco and Class A Shareholders Consulting
     Agreements, Employee shall devote Employee's full time and
     attention to the performance of the duties incident  to
     Employee's position with the Company and shall not have any
     other employment with any other enterprise or substantial
     responsibility  for  any  enterprise  which  would   be
     inconsistent with Employee's duties hereunder (the foregoing
     shall not prevent the Employee from participating in any
     charitable or civic organization that does not interfere
     with   Employee's  performance  of   the   duties   and
     responsibilities to be performed by Employee under this
     Agreement).  Without limiting the foregoing, other than on
     behalf of the Company, and for the exclusive benefit of the
     Company, the Employee further specifically agrees  that
     during the term of this Agreement, Employee will not either
     for himself or on behalf of any person, firm, corporation,
     limited  liability company, partnership  or  any  other
     operations or entity, directly or indirectly:

1.                                 render any services as an
                       officer, director, employee, agent, consultant or in any
                       other capacity to, or own any interest (other than an
                       interest of less than five percent (5%) of the stock of a
                       publicly held company), as an owner, stockholder, member,
                       partner or in any other manner in any person, firm,
                       corporation, limited liability company, partnership or 
                       other entity which is a Competitive Business;

1.                                   solicit   or  otherwise
                       attempt to employ or employ any current or future 
                       employee of the Company or any Affiliate (as that term
                       is defined in
                       Section 5.2 of this Agreement) for employment in any
                       business or otherwise offer any inducement to any 
                       current or future employee of the Company or any 
                       Affiliate to leave such company's employ 
                       ("Solicitation"); or

1.                                  (a) divert or attempt to
                       divert from the Company or its Affiliates any business
                       whatsoever by influencing or attempting to influence any
                       customers or clients of the Company or its Affiliates or
                       contact, solicit any past, existing or potential 
                       customer or
                       client of the Company or its Affiliates ("Customers") (a
                       "potential customer or client of the Company" or its
                       Affiliates shall mean any individual or business 
                       entity with whom the Company or its Affiliates has 
                       directly communicated
                       or corresponded for the purposes of rendering products or
                       services or selling advertising time) regarding the
                       Company's or its Affiliates' business or any Competitive
                       Business ("Broadcast Business") or (b) otherwise provide
                       radio broadcast products or services or any other 
                       products or services for any Customers ("Broadcast 
                       Services"); or

1.                                  use or divulge to anyone
                       any information about the identity of the Customers or
                       suppliers of the Company and/or its Affiliates (including
                       without limitation, customer lists and customer prospect
                       lists (whether in writing or memorized by Employee)), or
                       information about Customer requirements, transactions, 
                       work orders, pricing policies, plans, or any other 
                       Confidential Information, (as that term is defined in
                       Section 6 of this Agreement).

     A.              For  the  purpose  of  this  Agreement,
     "Competitive Business" shall mean any business operation
     (including a sole proprietorship) which engages in, as all
     or a significant part of its business, the business of radio
     broadcasting in markets which the Company and its Affiliates
     own and operates radio stations and/or has a sales agency
     agreement relating to such markets, but does not include any
     radio broadcasting in the State of California outside the
     San Diego metropolitan area ("Non San Diego Market").  For
     the purpose of this Agreement "Affiliate" shall mean as to
     the Company, (a) any person which directly or indirectly, is
     in control of, is controlled by or is under common control
     with, the Company, or (b) any person who is a director,
     officer or employee (i) of the Company or (ii) of any person
     described in the preceding clause (a).  For purposes of this
     definition, control of a person shall mean (a) the power,
     direct or indirect, (i) to vote ten percent (10%) or more of
     the securities having ordinary voting power for the election
     of directors of such person or (ii) to direct or cause the
     direction of the management and policies of such person
     whether by contract or otherwise, or (b) the ownership,
     direct or indirect, of ten percent (10%) or more of any
     class of equity securities of such person.

I.             Section . Confidential Information.  Employee
shall not, during the term of this Agreement or at any  time
thereafter, disclose, or cause to be disclosed, in  any  way
Confidential  Information,  or  any  part  thereof,  to  any
person,   firm,  corporation,  association,  or  any   other
operation or entity, or use the Confidential Information  on
Employee's own behalf, for any reason or purpose.   Employee
further agrees that, during the term of this Agreement or at
any  time thereafter, Employee will not distribute, or cause
to  be  distributed, Confidential Information to  any  third
person  or  permit  the  reproduction  of  the  Confidential
Information,  except on behalf of the Company in  Employee's
capacity as an employee of the Company.  Employee shall take
all  reasonable care to avoid unauthorized disclosure or use
of  the  Confidential Information.  Employee hereby  assumes
responsibility for and shall indemnify and hold the  Company
harmless  from  and against any disclosure  or  use  of  the
Confidential Information in violation of this Agreement.

           For  the purpose of this Agreement, "Confidential
Information" shall mean any written or unwritten information
which specifically relates to or is used in the business  of
the   Company   or  any  Affiliate  relating  to   services,
processes, patents, systems, equipment, creations,  designs,
formats, programming, discoveries, inventions, improvements,
computer  programs,  data  kept  on  computer,  engineering,
research,  development, applications, financial information,
information  regarding services and products in development,
market  information  including test marketing  or  localized
marketing,   other   confidential   information    regarding
processes  or plans in development, trade secrets,  training
manuals  and know-how of the Company, or any Affiliate,  and
information  relating to customers, clients,  suppliers  and
others with whom the Company or its Affiliates do or have in
the  past  done business, which the Company or any Affiliate
deems  confidential and proprietary and which  is  generally
not  known  to others outside the Company and its Affiliates
which  gives  or  tends  to  give  the  Company  and/or  its
Affiliates a competitive advantage over persons who  do  not
possess  such  information  or  the  secrecy  of  which   is
otherwise of value to the Company, or its Affiliates in  the
conduct of their business -- regardless of when and by  whom
such  information was developed or acquired, and  regardless
of whether any of these are described in writing, reduced to
practice,   copyrightable   or   considered   copyrightable,
patentable  or  considered patentable.   Provided,  however,
that  "Confidential Information" shall not  include  general
industry   information  or  information  which  is  publicly
available or otherwise known to those persons working in the
radio  broadcast  business or is  otherwise  in  the  public
domain  without breach of this Agreement, information  which
Employee has lawfully acquired from a source other than  the
Company  or its Affiliates, or information which is required
to  be disclosed pursuant to any law, regulation, or rule of
any governmental body or authority or court order.  Employee
acknowledges  that  the Confidential Information  is  novel,
proprietary  to  and of considerable value  to  the  Company
and/or its Affiliates.

          Employee agrees that all restrictions contained in
this   Section  6  are  reasonable  and  valid   under   the
circumstances and hereby waives all defenses to  the  strict
enforcement thereof by the Company.

           Employee agrees that, upon the Company's request,
Employee  will  immediately deliver up to  the  Company  all
Confidential  Information  in Employee's  possession  and/or
control,  and all notes, records, memoranda, correspondence,
files  and  other  papers, and all copies,  relating  to  or
containing  Confidential  Information.   Employee  does  not
have,  nor can Employee acquire any property or other  right
in the Confidential Information.

I.                 Section    .    Creations,    Inventions,
Improvements, Etc.

     A.             It shall be part of the normal duties of
     Employee at all times to consider in what manner and by what
     new methods or devices the products, services, processes,
     equipment or systems of the Company might be improved and
     promptly to give to the Board full details of any creation,
     design,  format, invention, discovery,  or  improvement
     ("Creation") which Employee may, from time to time, make,
     discover or become aware of in the course of Employee's
     duties and to further the interests of the Company's under
     taking with regard thereto, and Employee hereby agrees that
     the  sole ownership of any Creation and all proprietary
     rights therein discovered or made by Employee (whether alone
     or  jointly  with others) at any time during Employee's
     employment  hereunder shall belong free of  charge  and
     exclusively to the Company and/or its Affiliates or as the
     Company may direct.

     A.             Employee hereby agrees (at any time during
     Employee's employment or thereafter and at the Company's
     expense) to do all such acts and things (including, without
     limitation, making application for letters patent) as the
     Company may reasonably request to vest ownership of any
     Creation and any protection as to ownership or use (in any
     part of the world) of any Creation in the Company and/or its
     Affiliates or as it may direct, jointly if necessary, with
     any  joint  inventor thereof, and the  Employee  hereby
     irrevocably appoints the Company for the purposes aforesaid
     to  be  Employee's attorney in Employee's name  and  on
     Employee's behalf to execute and do any such documents, acts
     and things aforesaid.

     A.             Employee is hereby notified, and Employee
     hereby acknowledges, that the provisions of this Agreement
     shall not apply to an invention that qualifies fully under
     the provisions of California Labor Code 2870.

I.              Section  . Term.  Unless earlier  terminated
pursuant  to  Section 9 hereof, the term of  this  Agreement
shall  be  for  a term which will begin as of  February  __,
1996, and continue until September __, 1999 (the "Term").

I.             Section . Termination, Severance, Etc.

     A.          Death.  This Agreement and Employee's employment
     hereunder shall be terminated on the death of Employee,
     effective as of the date of Employee's death.

     A.           Continued Disability.  This Agreement  and
     Employee's employment hereunder shall be terminated, at the
     option  of the Company, upon a Continued Disability  of
     Employee, effective as of the date of the determination of
     Continued Disability as that term is hereinafter defined.
     For the purposes of this Agreement "Continued Disability"
     shall be defined as the inability or incapacity (either
     mental  or physical) of Employee to continue to perform
     Employee's duties hereunder for a continuous period of three
     (3) months or for 90 days, whether or not contiguous, during
     any period of 365 contiguous days.  The determination as to
     whether  Employee  is unable to perform  the  essential
     functions of Employee's job shall be made by the  Board
     (during the Pre-Closing Period) or Jacor Officer (during the
     Post-Closing Period) in the good faith exercise of  its
     reasonable discretion; provided, however, that if Employee
     is not satisfied with the decision of the Board or Jacor
     Officer,  as the case may be, Employee will  submit  to
     examination by three competent physicians who practice in
     the metropolitan area in which the Employee then resides,
     one of whom shall be selected by the Company, another of
     whom shall be selected by Employee, with the third to be
     selected by the physicians so selected.  The decision of a
     majority of the physicians so selected shall supersede the
     decision of the Board or Jacor Officer, as the case may be,
     and shall be final and conclusive.

     A.          Termination - Good Cause.  Notwithstanding any
     other provision of this Agreement, the Company may at any
     time immediately terminate this Agreement and Employee's
     employment hereunder for Good Cause.  For this purpose,
     "Good Cause" shall include the following:  the current use
     of illegal drugs; indictment for any felony or any crime
     involving  moral turpitude; fraud or misrepresentation;
     embezzlement of funds or property of the Company or any
     Affiliate; willful conduct which is materially injurious to
     the business, reputation, business or business relationships
     of the Company, or any Affiliate; failure to comply with the
     policies,  rules, or directives of the Board  or  Jacor
     Officer, as the case may be; or any material violation of
     any  of  the  provisions of this Agreement  or  of  the
     Noncompetition and Confidentiality Agreement by and among
     Jacor, the Company and Employee of even date herewith.  Any
     alleged cause for termination shall be delivered in writing
     to Employee stating the full basis for such cause as  a
     condition to any notice of such termination.

     A.          Termination _ Other.   On or after February 19,
     1997, either Employee or the Company may terminate  the
     Agreement for any reason at any time following  written
     notice of not less than thirty (30) days.

     A.             Payment Upon Termination.

1.                              Notwithstanding  any   other
                    provision hereof, in the event of any termination of this
                    Agreement pursuant to Section 9.1, Section 9.3 or Section
                    9.4, the Company shall pay to Employee (or to his estate or
                    designated beneficiary in the event of termination pursuant
                    to Section 9.1) within ten (10) days thereof, without any
                    discount or offset, as a lump sum an amount equal to all
                    amounts accrued under Section 3.1 hereof plus the total
                    amount of all additional payments otherwise contemplated
                    under Section 3.1 hereof for the entire originally
                    contemplated term through and including September __, 1999.

1.                        In the event of any termination of
                    this Agreement other than termination pursuant to Section
                    9.1, Section 9.3 or Section 9.4, the Company shall continue
                    to pay  Employee the amounts required under Section 3.1, in
                    the manner provided in Section 3.1.


I.             Section .  Notices.

          All notices, demands or other communications which
may be or are required to be given by any party to any other
party  pursuant to this Agreement, shall be in  writing  and
shall be mailed by certified mail, return receipt requested,
postage  prepaid, or transmitted by hand delivery,  national
overnight   express,  telegram  or  facsimile  transmission,
addressed as follows:

     A.          In the case of the Company (during the Pre-
     Closing Period), if addressed to it as follows:

               Noble Broadcast Group, Inc.
               4891 Pacific Highway
               San Diego, California 92110-4082
               Telecopier: (619) 294-9393

          With a copy, which shall not constitute a required
notice, to:

               J. Terence O'Malley, Esq.
               Gray Cary Ware & Freidenrich
               401 B Street, Suite 1700
               San Diego, California  92101-4297
               Telecopier: (619) 236-1048

A.               In the case of the Company (during the Post-
Closing Period), if addressed to it as follows:

               Jacor Communications, Inc.
               1300 PNC Center
               201 East Fifth Street
               Cincinnati, Ohio  45202
               Attention:  Randy Michaels
               Telecopier: (513) 621-6087

          With a copy, which shall not constitute a required
notice, to:

               Graydon, Head & Ritchey
               1900 Fifth Third Center
               511 Walnut Street
               Cincinnati, Ohio  45202
               Attention:  John J. Kropp, Esq.
               Telecopier: (513) 651-3836

     A.           In  the case of Employee, if addressed  to
     Employee at:
               Frank A. De Francesco
               13202 Lomas Verdes Drive
               Poway, California 92064
               Telecopier:  (619) 673-9049


          With a copy, which shall not constitute a required
notice, to:

               J. Terence O'Malley, Esq.
               Gray Cary Ware & Freidenrich
               401 B Street, Suite 1700
               San Diego, California  92101-4297
               Telecopier: (619) 236-1048

until  such  time as either party notifies the  other  of  a
change of address.  Each notice or other communication which
shall  be  mailed, delivered or transmitted  in  the  manner
described  above  shall  be deemed  sufficiently  given  and
received for all purposes at such time as it is delivered to
the   addressee  (with  the  return  receipt,  the  delivery
receipt,   or   the  affidavit  of  messenger   or   telefax
transmission  log being deemed conclusive evidence  of  such
delivery)  or  at such time as delivery is  refused  by  the
addressee upon presentation.

I.               Section   .   Assignment,  Successors   and
Assigns.  This Agreement shall inure to the benefit  of  and
be  binding  upon  the parties hereto and  their  respective
legal  representatives, successor and assigns.  The  Company
may  assign  or  otherwise transfer its  rights  under  this
Agreement  to  any  successor  or  affiliated  business   or
corporation    (whether   by   sale   of   stock,    merger,
consolidation,  sale  of  assets  or  otherwise),  but  this
Agreement  may not be assigned, nor may the duties hereunder
be  delegated  by Employee.  In the event that  the  Company
assigns  or  otherwise  transfers  its  rights  under   this
Agreement  to  any  successor  or  affiliated  business   or
corporation    (whether   by   sale   of   stock,    merger,
consolidation,  sale  of  assets  or  otherwise),  for   all
purposes  of  this Agreement, the "Company"  shall  then  be
deemed  to  include the successor or affiliated business  or
corporation  to  which  the Company  assigned  or  otherwise
transferred its rights hereunder.

I.              Section .  Modification.  This Agreement may
not be released, discharged, abandoned, changed, or modified
in  any manner, except by an instrument in writing signed by
each of the parties hereto.

I.              Section .  Severability.  The invalidity  or
unenforceability  of  any  particular  provision   of   this
Agreement shall not affect any other provisions hereof,  and
this Agreement shall be construed in all respects as if  any
such invalid provision were omitted herefrom.

I.              Section .  Counterparts.  This Agreement may
be signed in counterparts and each of such counterpart shall
constitute an original document and such counterparts, taken
together, shall constitute one in the same instrument.

I.              Section .  Governing Law.  The provisions of
this  Agreement  shall  be governed by  and  interpreted  in
accordance with the laws of the State of Ohio and  the  laws
of the United States applicable therein.

I.              Section  .  Prior Agreement.  The previously
existing  employment agreement between Employee and  Company
is hereby terminated.  The outstanding interest-free loan to
Employee  of  $50,000, made pursuant to such  agreement  and
made  subject  to  forgiveness upon achievement  of  certain
economic  goals,  is  hereby forgiven  in  consideration  of
services rendered.

           IN  WITNESS  WHEREOF,  this  Agreement  has  been
executed  by  the parties hereto effective as  of  the  date
first above written.


NOBLE BROADCAST GROUP, INC.             "Employee"


By:  /s/  Frank A. De Francesco           /s/  Frank  A.  De
Francesco
     Frank  A.  De  Francesco                 Frank  A.   De
Francesco
   Executive Vice President and
     Chief Financial Officer



APPROVED FOR THE BOARD OF DIRECTORS BY:



/s/ Louis P. Ferrero
Louis P. Ferrero,
Chairman of the Compensation
Committee of the Board



____________________________________________________________
_____


       As  of  the  Closing  Date,  the  undersigned,  Jacor
Communications, Inc., shall accept and assume the assignment
of  the  rights  and obligations of the Company  under  this
Agreement, pursuant to Section 2.2 of this Agreement.

                                   JACOR   COMMUNICATIONS, INC.



                                        By: /s/ Randy Michaels
                                          Randy Michaels, President


<TABLE>
                 JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                 EXHIBIT 11
             Computation of Consolidated Income Per Common Share
   for the three months and nine months ended September 30, 1996 and 1995


<CAPTION>


                                      Three Months Ended         Nine Months Ended
                                          September 30              September 30
                                       1996         1995         1996          1995
Income for primary and
fully diluted computation:
<S>                                 <C>          <C>           <C>            <C>           
    Income                           $    85      $  3,488      $  4,737      $  7,768

Primary:

     Weighted average common shares
       and all other dilutive
       securities:
         Common stock                  31,250       18,774        23,499        19,167   
         Stock purchase warrants        -            1,046          -              890
         Stock options and
           Citicasters warrants         1,753          889         1,081           779
         Contingently issuable
            common shares                 300          300           300           300
                                       33,303       21,009        24,880        21,136

     Primary income per
       common share:

         Before extraordinary loss     $ 0.06         -           $ 0.31          -

         Net income                    $ 0.00       $ 0.17        $ 0.19        $ 0.37


<FN>
     NOTES:

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

     2.   The 5.5% Liquid Yield Option Notes were not
          assumed to be converted for purpose of the fully diluted computation
          because they would be antidilutive.

     3.   The Citicasters warrants are not included in the
          nine months ended September 30 primary income per share calculation
          as they are antidilutive.
</TABLE>

                        EXHIBIT 99.1


Contact:   Kirk Brewer
         (847) 256-9282


              JACOR REPORTS CONTINUED STRENGTH
                    IN OPERATING RESULTS;
          Broadcast Cash Flow Rises 75% in Quarter


CINCINNATI, November 11, 1996 -- Jacor Communications,  Inc.

(NASDAQ:   JCOR),   one  of  the  nation's   leading   radio

broadcasting companies, today reported a 63-percent increase

in  broadcast cash flow for the nine months ended  September

30,  1996, and a 75 percent increase in broadcast cash  flow

for the third quarter of 1996.

      Jacor's  broadcast cash flow for the  1996  nine-month

period  rose 63 percent to $35.8 million from $21.9  million

in  the  same period of 1995.  Third quarter broadcast  cash

flow  rose 75 percent to $16.1 million from $9.2 million  in

the  third quarter of 1995.  Net revenue for the first  nine

months of 1996 rose 46 percent to $127.5 million from  $87.2

million  in  the first nine months of 1995.   Third  quarter

1995  net  revenue  rose 68 percent, to $54.3  million  from

$32.3 million in the 1995 third quarter.

      On  a "same station" basis -- reflecting results  from

stations operated in the first nine months of both 1996  and

1995 -- Jacor's broadcast cash flow rose 26 percent to $27.4

million  in the first nine months of 1996 from $21.8 million

in  the nine months of 1995.  Broadcast cash flow on a "same

station" basis for the third quarter of 1996 rose 17 percent

to  $10.6  million from $9.0 million in the same quarter  of

1995.

      Net  revenue on a "same station" basis rose 12 percent

in the first nine months of 1996 to $93.7 million from $84.0

million  in  the  same period of 1995.  Third  quarter  1996

"same  station" net revenue rose 13 percent to $34.6 million

from $30.7 million in the third quarter of 1995.

      For the first nine months of 1996, net income was $4.7

million, or 19 cents per share, compared to $7.8 million, or

37  cents per share, in the first nine months of 1995.   Net

income  for the three months ended September 30,  1996,  was

$0.1  million,  or  0  cents per  share,  compared  to  $3.5

million,  or  17  cents per share, in the third  quarter  of

1995.   Net  income  was  affected by  significantly  higher

interest   expense,  higher  depreciation  and  amortization

expense  and an extraordinary loss, all of which  relate  to

Jacor's   recent   acquisitions.   The  extraordinary   loss

resulted  from  the writedown  of deferred  financing  costs

associated  with  Jacor's refinancing of its  Senior  Credit

Facility.

     Randy Michaels, chief executive officer of Jacor, said,

"Our  `same-station'  broadcast  cash  flow  increases   are

indicative  of the fundamental vitality of our stations  and

our  broadcast areas, and we're pleased about  that.   We're

also  very  excited  about  the  demonstrated  benefits  and

prospects  for  continued  growth  brought  about   by   our

acquisition strategy."

      Jacor  Communications is headquartered in  Cincinnati.

Including   announced  pending  acquisitions,  Jacor   owns,

operates,  represents or provides programming for 102  radio

stations  in 22 U.S. cities.  The company also owns  WKRC-TV

in   Cincinnati.   Jacor  plans  to  pursue  growth  through

continued  acquisitions  of complementary  stations  in  its

existing  locations, and radio groups or individual stations

with significant presence in other attractive locations.



                         #    #    #
<TABLE>

         Jacor Communications, Inc. and Subsidiaries
            Consolidated Statements of Operations
          (In thousands, except per share amounts)

<CAPTION>
                               Three months ended        Nine months ended
                                 September 30,              September 30,
                                1996         1995        1996         1995
<S>                            <C>         <C>         <C>         <C>

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

Broadcast operating expenses    38,273     23,129        91,694      65,241

Broadcast cash flow 1           16,053      9,165        35,826      21,935

Depreciation and                                         
amortization                     5,166      2,442        10,601       6,783
Corporate general and                                    
   administrative expenses       1,658        824         4,080       2,564

Operating income                 9,229      5,899        21,145      12,588

Interest expense                (6,844)      (384)      (13,397)       (593)
Gain on sale of radio            -          -             2,539        -
Other income, net               3,160         348         4,701       1,052

Income before income taxes                               
   and extraordinary loss       5,545       5,863        14,988      13,047

Income taxes                    3,445       2,375         7,285       5,279

Income before extraordinary
  loss                          2,100       3,488         7,703       7,768

Extraordinary loss, net of                               
income tax credit              (2,015)       -           (2,966)       -
                               
NET INCOME                       $85       $3,488        $4,737      $7,768

NET INCOME PER COMMON SHARE:                             
Before extraordinary loss       $0.06      $0.17          $0.31       $0.37
Extraordinary loss             ($0.06)      -            ($0.12)        -
                                    
Net income per common share     $0.00      $0.17          $0.19       $0.37

Average common shares          33,303      21,009        24,880      21,136
                              




<FN>
_______________________________

1 Operating income before depreciation and amortization,  and
  corporate general and administrative expenses.
</TABLE>