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 June 30, 1998

                               OR


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



                  Commission File No. 0-12404

                  JACOR COMMUNICATIONS, INC.


A Delaware Corporation                        Employer
                                           Identification
                                           No. 31-0978313


                         50 East RiverCenter Blvd.
                         12TH Floor
                         Covington, KY  41011
                         Telephone (606) 655-2267



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



At August 5, 1998, 50,958,860 shares of common stock were
outstanding.

<PAGE>

                  JACOR COMMUNICATIONS, INC.

                             INDEX



                                                         Page
                                                        Number

PART I.  Financial Information

     Item 1. - Financial Statements

          Condensed Consolidated Balance Sheets
            as of June 30, 1998 and December 31,
            1997                                          3

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

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

          Notes to Condensed Consolidated Financial
            Statements                                    7



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


PART II. Other Information

     Item 4. - Submission of Matters to Vote of
               Security Holders                          22

     Item 5. - Other Information                         23

     Item 6. - Exhibits and Reports on Form 8-K          23

     Signatures                                          25

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

<CAPTION>
                                                June 30,          December 31,
                                                  1998                1997

<S>                                          <C>                 <C>
                     ASSETS
Current assets:
  Cash and cash equivalents                   $   314,842         $ 28,724
  Accounts receivable, less allowance for
    doubtful accounts of $7,676 in 1998
    and $6,195 in 1997                            162,991          135,073
  Prepaid expenses and other                       45,083           33,790     
            Total current assets                  522,916          197,587

Property and equipment, net                       216,777          206,809
Intangible assets, net                          2,144,639        2,128,718
Other assets                                       86,730           68,764

            Total assets                      $ 2,971,062       $2,601,878

                     LIABILITIES
Current liabilities:
  Accounts payable, accrued expenses
    and other current liabilities             $   105,610       $  118,249
            Total current liabilities             105,610          118,249

Long-term debt                                    939,555          987,500
Liquid Yield Option Notes                         298,628          125,300
Deferred tax liability                            343,184          338,867
Other liabilities                                 117,874          115,611

Commitments and contingencies

                     SHAREHOLDERS' EQUITY

Preferred stock, authorized and unissued
   4,000,000 shares                                  -                -
Common stock, $0.01 par value; authorized
   100,000,000 shares, issued and outstanding
   shares: 50,936,410 in 1998 and 45,689,677
   in 1997                                            510              457
Additional paid-in capital                      1,114,769          863,086
Common stock warrants                              31,500           31,500
Retained earnings                                  19,432           21,308

            Total shareholders' equity          1,166,211          916,351

            Total liabilities and
              shareholders' equity            $ 2,971,062       $2,601,878



                   The accompanying notes are an integral
          part of the condensed consolidated financial statements.

</TABLE>
<PAGE>

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

<CAPTION>

                                 Three Months Ended        Six Months Ended
                                       June 30                  June 30
                                  1998        1997         1998        1997

<S>                            <C>          <C>          <C>        <C>
Broadcast revenue              $ 207,101    $ 151,803    $ 366,293  $251,956
  Less agency commissions         23,265       16,250       40,429    27,575

     Net revenue                 183,836      135,553      325,864   224,381

Broadcast operating expenses     120,747       90,474      228,100   157,779
Depreciation and amortization     28,833       17,828       56,283    31,197
Corporate general and
  administrative expenses          4,242        3,072        7,786     5,834 
Non-cash compensation                288         -             388      -

     Operating income             29,726       24,179       33,307    29,571

Interest expense                 (25,079)     (22,211)     (49,037)  (39,387)
Gain on sale of assets              -           6,106         -       10,801
Other income, net                  6,275        2,371        8,754     2,776

   Income (loss) before income
    taxes and extraordinary loss  10,922       10,445       (6,976)    3,761
Income tax (expense) benefit      (5,900)      (6,300)       5,100    (2,200)

    Income (loss) before
     extraordinary loss            5,022        4,145       (1,876)    1,561

Extraordinary loss, net
  of income tax benefit             -            -            -       (5,556)

   Net income (loss)               5,022        4,145       (1,876)   (3,995)

Reclassification adjustment
  for gains included
  in net income                     -          (3,689)        -         -
Other comprehensive income,
  net of tax                        -          (3,689)        -         -

   Comprehensive income (loss) $   5,022    $     456    $  (1,876) $ (3,995)






                             (Continued)
</TABLE>
<PAGE>

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




<CAPTION>

                                 Three Months Ended        Six Months Ended
                                       June 30                  June 30
                                  1998        1997         1998        1997

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

  Before extraordinary loss     $ 0.10        $ 0.11       $(0.04)    $ 0.04
  Extraordinary loss               -             -            -        (0.15)

    Net income (loss) per
    common share                $ 0.10        $ 0.11       $(0.04)    $(0.11)

Number of common shares used
  in basic calculation          50,895        38,968       49,696     35,791

Diluted net income (loss) per
  common share:

  Before extraordinary loss     $ 0.09        $ 0.10       $(0.04)    $ 0.04
  Extraordinary loss               -             -            -        (0.15)

    Net income (loss) per
    common share                $ 0.09        $ 0.10       $(0.04)    $(0.11)

Number of common shares used
  in diluted calculation        54,892        40,686       49,696     37,460








             The accompanying notes are an integral
    part of the condensed consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           for the six months ended June 30, 1998 and 1997
                           (in thousands)
                             (UNAUDITED)
                                  
                                  
<CAPTION>

                                                         1998         1997
<S>                                                   <C>          <C>     
     Cash flows from operating activities:
     
       Net cash provided by operating activities       $ 14,521     $  4,829
     Cash flows from investing activities:
       Deposits paid on broadcast properties             (4,730)     (22,900)
       Capital expenditures                             (13,160)      (6,057)
       Cash paid for acquisitions                       (68,578)    (456,014)
       Proceeds from sale of investments                   -          73,813
       Proceeds from sale of radio stations                -          16,000
     
       Net cash used by investing activities           ( 86,468)    (395,158)
     
     Cash flows from financing activities:
       Issuance of long-term debt                       149,539      411,000
       Issuance of LYONs                                166,950         -
       Issuance of common stock                         247,412      247,054
       Repayment of long-term debt                     (197,500)    (310,200)
       Payment of finance costs                          (8,336)      (6,484)
       Other                                               -             787
     
       Net cash provided by financing activities        358,065      342,157
     
     Net increase (decrease) in cash and
       cash equivalents                                 286,118      (48,172)
     Cash and cash equivalents at
       beginning of period                               28,724       78,137
     
     Cash and cash equivalents at end of period        $314,842     $ 29,965
     
     
     Supplemental schedule of non-cash investing
       and financing activities:
     
     Common stock issued in acquisitions                   -        $158,475
     Warrants issued in acquisitions                       -           5,000
      Liabilities assumed in acquisitions              $  2,687       36,851
     Fair value of assets exchanged, excluding
       cash paid or received                             70,000      165,000






               The accompanying notes are an integral part
           of the condensed consolidated financial statements.

</TABLE>
<PAGE>

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


1.   FINANCIAL STATEMENTS

     The December 31, 1997 condensed consolidated balance sheet data
     was derived from audited financial statements, but does not
     include all disclosures required by generally accepted
     accounting principles.  The financial statements included herein
     have been prepared by the Company, without audit, pursuant to
     the rules and regulations of the Securities and Exchange
     Commission.  Although certain information and footnote
     disclosures normally included in financial statements prepared
     in accordance with generally accepted accounting principles have
     been condensed or omitted pursuant to such rules and
     regulations, the Company believes that the disclosures are
     adequate to make the information presented not misleading and
     reflect all adjustments (consisting only of normal recurring
     adjustments) which are necessary for a fair presentation of
     results of operations for such periods.  Results for interim
     periods may not be indicative of results for the full year.  It
     is suggested that these financial statements be read in
     conjunction with the consolidated financial statements for the
     year ended December 31, 1997 and the notes thereto.
     
2.   ACQUISITIONS AND DISPOSITIONS

     Completed Radio Station Acquisitions and Dispositions
     
     First Quarter Transactions
     
     In the first three months of 1998, the Company completed
     acquisitions of ten stations in three existing and two new
     broadcast areas for a purchase price of approximately $33.6
     million in cash, of which approximately $17.3 million was placed
     in escrow in 1997.  The Company also disposed of one station in
     Columbus, Ohio for $0.1 million and completed a like-kind
     exchange of broadcast properties, exchanging four stations in
     Kansas City, Missouri for six stations in Dayton, Ohio.
     
     April Transactions
     
     The Company acquired KYSY-FM (formerly KMXD-FM) in Ankeny, Iowa
     from V.O.B. Incorporated for $3.0 million in cash.
     
     The Company acquired WIZE-AM in Springfield, Ohio from Staggs
     Broadcasting for approximately $0.5 million in cash.
     
     The Company sold WLOC-AM and WMCC-FM in Munfordville, Kentucky
     for approximately $0.2 million in cash.
     
     May Transactions
     
     The Company acquired KLOO-AM and KLOO-FM in Corvallis, Oregon
     from Oregon Trail Productions for $2.5 million in cash.
     
     The Company acquired a construction permit for KXMX-FM in
     Vancouver, Washington from Smith Broadcasting, Inc. ("Smith")
     for approximately $2.2 million in cash.  The Company also paid
     approximately $18.4 million in cash to Smith for the withdrawal
     of competing applicants applications for the construction
     permit.
<PAGE>
     
             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                                  

     
     
     
     
2.   ACQUISITIONS AND DISPOSITIONS, Continued

     June Transactions
     
     The Company acquired KWLW-AM (formerly KFAM-AM) in North Salt
     Lake City, Utah from General Broadcasting for $1.2 million in
     cash.
     
     Completed Broadcasting Services Acquisitions
     
     In the first six months of 1998, the Company completed
     acquisitions of two broadcasting service companies and the
     assets of three other broadcasting service companies for a
     purchase price of approximately $12.7 million in cash, a note
     payable of approximately $0.8 million, plus additional
     contingent consideration of up to $1.6 million payable over
     three years.
     
     The above acquisitions and all 1997 acquisitions have been
     accounted for as purchases.  The excess cost over the fair value
     of net assets acquired is being amortized over 40 years.  The
     results of operations of the acquired businesses are included in
     the Company's financial statements since the respective dates of
     acquisition.  Assuming the above acquisitions had taken place at
     the beginning of 1997 and that the 1997 acquisitions, which were
     completed at various dates in 1997, had taken place at the
     beginning of 1997, unaudited pro forma consolidated results of
     operations would have been as follows (in thousands except per
     share amounts):

<TABLE>
<CAPTION>     
                                            Pro forma (Unaudited)
                                 Three Months Ended        Six Months Ended
                                      June 30,                 June 30,
                                 1998          1997        1998        1997
     
<S>                           <C>          <C>          <C>         <C>
     Net revenue               $184,006     $156,448     $327,965    $285,207
     
     Net income (loss) before
       extraordinary items     $  4,992     $  5,545     $ (2,032)  $     245
     
     Diluted net income (loss)
       per common share before
       extraordinary items     $   0.09     $   0.01     $  (0.04)  $    0.00
</TABLE>
     
     
     These unaudited pro forma amounts do not purport to be
     indicative of the results that might have occurred if the
     foregoing transactions had been consummated on the indicated
     dates.
<PAGE>     
     
     
             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
                                  

2.   ACQUISITIONS AND DISPOSITIONS, Continued
     
     Radio Station Acquisitions and Dispositions Completed Subsequent
     to June 30, 1998
     
     In August 1998, the Company completed the acquisition of the
     assets of Nationwide Communication Inc.'s 17 radio stations (the
     "Nationwide Transaction"), located in Dallas, Houston,
     Minneapolis, Phoenix, Baltimore, San Diego, Cleveland, and
     Columbus.  Simultaneously with the Nationwide Transaction, the
     Company also completed the following: i) a multiple station swap
     with CBS Corporation (the "CBS Transaction") with the Company
     receiving one station each in Baltimore and San Jose, and two
     stations in St. Louis in exchange for three stations in
     Columbus; ii) the swap of one station in Cleveland with Capstar
     for one station in Pittsburgh; iii) the sale of one station in
     Columbus to Blue Chip Broadcasting; and iv) the sale of two
     stations in San Diego to Heftel Broadcasting Corporation.  Net
     cash paid for the above transactions was approximately $525
     million, excluding $30 million placed in escrow in 1997.
     
     The Company has also completed the acquisitions of seven radio
     stations in one existing and three new broadcast areas for $48.5
     million in cash, of which $1.5 million was placed in escrow in
     1997.
     
     Pending Radio Station Acquisitions and Dispositions
     
     In conjunction with the CBS Transaction, the Company has entered
     into a like-kind exchange agreement to obtain one station each
     in Baltimore and San Jose for two stations in Minneapolis
     acquired in the Nationwide Transaction.
     
     The Company has also entered into agreements to acquire 17 radio
     stations in six existing and seven new broadcast areas for
     approximately $41.8 million in cash, of which approximately $5.3
     million has been placed in escrow, and to exchange the assets of
     one station for another station in the same broadcast area.

3.   ISSUANCE OF COMMON STOCK

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

     In February 1998, the Company issued 8% Senior Subordinated
     Notes (the "8% Notes") in the aggregate principal amount at
     maturity of $120.0 million.  Net proceeds to the Company were
     $117.1 million.  The 8% Notes will mature on February 15, 2010.
     Interest on the 8% Notes is payable semi-annually.  The 8% Notes
     will be redeemable at the option of the Company, in whole or in
     part, at any time on or after February 15, 2003.  The redemption
     prices commence at 104.00% and are reduced by .80% annually
     until February 15, 2008 when the redemption price is 100%.

<PAGE>

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

     
     
4.   ISSUANCE OF SUBORDINATED NOTES, Continued
     
     The 8% Notes and the previously issued 10 1/8% Notes, 9 3/4%
     Notes, and 8 3/4% Notes are obligations of Jacor Communications
     Company ("JCC"), and are jointly and severally, fully and
     unconditionally guaranteed on a senior subordinated basis by
     Jacor and by all of the Company's subsidiaries (the "Subsidiary
     Guarantors").  JCC and the Subsidiary Guarantors constitute all
     of the wholly owned direct or indirect subsidiaries of Jacor and
     JCC, and JCC is the sole direct subsidiary of Jacor.  Separate
     financial statements of JCC and each of the Subsidiary
     Guarantors are not presented because Jacor believes that such
     information would not be material to investors.  The direct and
     indirect non-guarantor subsidiaries of Jacor are
     inconsequential, both individually and in the aggregate.
     Additionally, there are no current restrictions on the ability
     of the Subsidiary Guarantors to make distributions to JCC,
     except to the extent provided by law generally.  JCC's credit
     facility and the terms of the indentures governing the 8% Notes
     do restrict the ability of JCC and of the Subsidiary Guarantors
     to make distributions to the Registrant.
     
     The 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.
     
     Summarized financial information with respect to Jacor, JCC and
     with respect to the Subsidiary Guarantors on a combined basis as
     of June 30, 1998 and for the six months ended June 30, 1998 and
     1997 is as follows:

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

     
     



4.   ISSUANCE OF SUBORDINATED NOTES, Continued
     
<TABLE>
<CAPTION>
                                 Jacor                _________JCC__________
                         June 30,     June 30,        June 30,      June 30,
                          1998         1997             1998          1997
<S>                    <C>          <C>              <C>           <C>
Operating Statement
Data (in thousands):

Net revenue                 -         -                  -             -
Equity in earnings
  of subsidiaries      $     445    $ (1,406)         $ (1,909)    $ (1,527)
Operating loss            (8,276)     (7,495)           (1,909)      (1,527)
(Loss) income before
  extraordinary items     (1,876)     (3,995)              445        4,150
Net loss                  (1,876)     (3,995)              445       (1,406)

Balance Sheet Data
(in thousands):


Current assets        $  166,433                    $  168,301
Non-current assets     1,418,934                     2,194,369
Current liabilities       23,804                        13,852
Non-current
  liabilities            395,352                     1,676,471
Shareholders' equity   1,166,211                       672,347
</TABLE>
<TABLE>
<CAPTION>
                                 Combined
                          Subsidiary Guarantors
                           June 30,    June 30,
                            1998         1997
<S>                     <C>         <C>
Operating Statement
Data (in thousands):

Net revenue              $325,864    $224,381
Equity in earnings
  of subsidiaries            -           -
Operating income           42,028      35,660
Loss before
  extraordinary items      (1,909)     (1,527)
Net loss                   (1,909)     (1,527)

Balance Sheet Data
(in thousands):

Current assets         $  188,182
Non-current assets      2,412,129
Current liabilities        67,954
Non-current
  liabilities           1,366,146
Shareholders' equity    1,166,211

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

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

6.   EARNINGS PER SHARE

     The following is a reconciliation of the numerators and
     denominators of the basic and diluted earnings per share ("EPS") 
     computations for income before extraordinary items for the three 
     months and six months ended June 30, 1998 and 1997 (in thousands 
     except per share amounts):
     
                               Three Months Ended       Six Months Ended
                                1998        1997        1998        1997
     
     Net income               $ 5,022     $ 4,145     $(1,876)    $ 1,561
     
     Weighted average
       shares - basic          50,895      38,968      49,696      35,791
     
     Effect of dilutive
       securities:
     
       Stock options            1,256       1,418        -          1,369
       Warrants                 2,363        -           -           -
       Other                      378         300        -            300
     
     Weighted average
       shares - diluted        54,892      40,686      49,696      37,460
     
     Basic EPS                 $ 0.10      $ 0.11      $(0.04)     $ 0.04
     
     Diluted EPS               $ 0.09      $ 0.10      $(0.04)     $ 0.04
     
     The Company's 1996 Liquid Yield Option Notes and 1998 LYONs
     (collectively, the "LYONs") can be converted into approximately
     6.2 million shares of common stock at the option of the holder.
     Assuming conversion of the LYONs for the three and six months
     ended June 30, 1998 and 1997 would result in an increase in per
     share amounts, therefore the LYONs are not included in the
     computation of diluted EPS.
     
<PAGE>     

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

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

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

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

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

GENERAL

The following discussion should be read in conjunction with the
financial statements beginning on page 3.

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


LIQUIDITY AND CAPITAL RESOURCES

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

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

Financing Activities

Cash provided by financing activities for the first six months of
1998 was $358.1 million compared to $342.2 million for the first six
months of 1997.

<PAGE>

             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  
                                  
                                  





LIQUIDITY AND CAPITAL RESOURCES, Continued


Credit Facilities

The Company has a $1.15 billion credit facility (the "Credit
Facility") with a syndicate of banks and other financial
institutions. The Credit Facility provides loans to the Company in
two components: (i) a reducing revolving credit facility (the
"Revolving Credit Facility") of up to $750 million under which the
aggregate commitments will reduce on a semi-annual basis commencing
in June 2000; and (ii) a $400 million amortizing term loan (the "Term
Loan")that would reduce on a semi-annual basis commencing in December
1999.  The Term Loan and the Revolving Credit Facility expire on
December 31, 2004.  Amounts repaid or prepaid under the Term Loan may
not be reborrowed.  The Credit Facility bears interest at a rate that
fluctuates, with an applicable margin ranging from 0.00% to a maximum
of 1.75%, based on the Company's ratio of total debt to earnings
before interest, taxes, depreciation and amortization for the four
consecutive fiscal quarters then most recently ended (the "Leverage
Ratio"), plus a bank base rate or a Eurodollar base rate, as
applicable.  At August 10, 1998, the average interest rate on Credit
Facility borrowings was 6.56%. The Company pays interest on the
unused portion of the Revolving Credit Facility at a rate ranging
from 0.250% to 0.375% per annum, based on the Company's Leverage
Ratio.

As of August 10, 1998, the Company had $400.0 million of outstanding
indebtedness under the Term Loan, $290.0 million of outstanding
indebtedness under the Revolving Credit Facility, and available
borrowings of $460.0 million.

Debt and Equity Offerings

In February 1998, the Company completed offerings of 5.1 million
shares of common stock, 8% Senior Subordinated Notes due 2010, and 4
3/4% Liquid Yield Option Notes (collectively the "February 1998
Offerings").  Net proceeds from the February 1998 Offerings were
$525.0 million, of which $197.5 million was used to pay off the then
outstanding balance of the Revolving Credit Facility.  The remaining
proceeds were utilized in the Nationwide Transaction (See
Acquisitions and Dispositions Completed Subsequent to June 30, 1998).

Investing Activities

Cash flows used for investing activities were $86.5 million for the
first six months of 1998 as compared to $395.2 million for the first
six months of 1997.  The variations from year to year are related to
station acquisition activity, as described below, as well as the sale
of the Company's investments in the News Corp. Warrants and Paxson
Communications Corporation stock and station dispositions.

<PAGE>


             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  
                                  
                                  


LIQUIDITY AND CAPITAL RESOURCES, Continued

Completed Acquisitions and Dispositions

During the first six months of 1998, the Company completed the
following: acquisitions of 16 radio stations in four existing and
five new broadcast areas; one like-kind exchange, whereby the Company
exchanged four stations in one broadcast area for six stations in
another broadcast area; the disposition of three stations, and;
acquisitions of two and the assets of three broadcasting related
businesses.  The Company paid cash consideration for the above
transactions of approximately $68.6 million in the first six months
of 1998, in addition to approximately $17.3 million placed in escrow
in 1997, and received cash consideration of approximately $0.3
million for the sale of three stations.  The acquisitions were funded
through borrowings under the Credit Facility.

Acquisitions and Dispositions Completed Subsequent to June 30, 1998

In August 1998, the Company completed the acquisition of the assets
of Nationwide Communication Inc.'s 17 radio stations (the "Nationwide
Transaction"), located in Dallas, Houston, Minneapolis, Phoenix,
Baltimore, San Diego, Cleveland, and Columbus.  Simultaneously with
the Nationwide Transaction, the Company also completed the following:
i) a multiple station swap with CBS Corporation (the "CBS
Transaction") with the Company receiving one station each in
Baltimore and San Jose, and two stations in St. Louis in exchange for
three stations in Columbus; ii) the swap of one station in Cleveland
with Capstar for one station in Pittsburgh; iii) the sale of one
station in Columbus to Blue Chip Broadcasting, and; iv) the sale of
two stations in San Diego to Heftel Broadcasting Corporation.  Net
cash paid for the above transactions was approximately $525 million,
excluding $30 million placed in escrow in 1997.

The Company also completed the acquisitions of seven radio stations
in one existing and three new broadcast areas for $48.5 million in
cash, of which $1.5 million was placed in escrow in 1997.

Pending Acquisitions and Dispositions

In conjunction with the CBS Transaction, the Company has entered into
a like-kind exchange agreement to obtain one station each in
Baltimore and San Jose for two stations in Minneapolis acquired in
the Nationwide Transaction.

The Company has also entered into agreements to acquire 17 radio
stations in six existing and seven new broadcast areas for
approximately $41.8 million in cash, of which approximately $5.3
million has been placed in escrow and to exchange the assets of one
station for another station in the same broadcast area.

<PAGE>

             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  
                                  
                                  






LIQUIDITY AND CAPITAL RESOURCES, Continued


The Company will finance its pending acquisitions from borrowings
under the Revolving Credit Facility.  The Company anticipates after
financing all pending acquisitions, available borrowings under the
Revolving Credit Facility will be approximately $420.0 million.

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

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

Capital Expenditures

The Company had capital expenditures of $13.2 million and $6.1
million for the quarters ended June 30, 1998 and 1997, respectively.
The Company's capital expenditures consist primarily of broadcasting
equipment, tower upgrades, and purchases related to the Company's
plan to upgrade business, programming, and connectivity technology.


Operating Activities

For the six months ended June 30, 1998, cash flow provided by
operating activities was $14.5 million, as compared to $4.8 million
for the six months ended June 30, 1997.  The change is primarily due
to an increase in operating income related to acquisitions.

<PAGE>

             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  
                                  
                                  





RESULTS OF OPERATIONS

The Six Months Ended June 30, 1998 Compared to the Six Months Ended
June 30, 1997

Broadcast revenue for the first six months of 1998 was $366.3
million, an increase of $114.3 million or 45.4% from $252.0 million
during the first six months of 1997.  This increase resulted
primarily from the revenue generated at those properties owned or
operated during the first six months of 1998 but not during the
comparable 1997 period, including revenues generated from commercial
broadcast time received and rights fees from syndicated programming.
On a "same station" basis - reflecting results from stations operated
in the first six months of both 1998 and 1997 - broadcast revenue for
1998 was $232.0 million, an increase of $28.0 million or 13.7% from
$204.0 million for 1997.  This increase resulted primarily from
favorable ratings and a strong advertising environment.

Agency commissions for the first six months of 1998 were $40.4
million, an increase of $12.8 million or 46.4% from $27.6 million
during the first six months of 1997 due to the increase in broadcast
revenue.  On a "same station" basis, agency commissions for the first
six months of 1998 were $26.7 million, an increase of $3.0 million or
12.7% from $23.7 million for 1997 due to the increase in broadcast
revenue.

Broadcast operating expenses for the first six months of 1998 were
$228.1 million, an increase of $70.3 million or 44.6% from $157.8
million during the first six months of 1997.  These expenses
increased primarily as a result of expenses incurred at those
properties owned or operated during the first six months of 1998 but
not during the comparable 1997 period.  On a "same station" basis,
broadcast operating expenses for the first six months of 1998 were
$138.5 million, an increase of $12.8 million or 10.2% from $125.7
million for the first six months of 1997.  This increase resulted
primarily from increased selling and promotion costs.

Depreciation and amortization for the first six months of 1998 and
1997 was $56.3 million and $31.2 million, respectively.  This
increase was due to acquisitions in the last six months of 1997 and
the first six months of 1998.

Operating income for the first six months of 1998 was $33.3 million,
an increase of $3.7 million or 12.5% from an operating income of
$29.6 million for the first six months of 1997.

Interest expense in the first six months of 1998 was $49.0 million,
an increase of $9.6 million from $39.4 million in the first six
months of 1997.  Interest expense increased due to an increase in
outstanding debt that was incurred in connection with acquisitions.

<PAGE>
                                  
             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  
                                  
                                  





RESULTS OF OPERATIONS, Continued

The gain on the sale of assets in 1997 resulted from the sale of the
Company's investment in News Corp. Warrants in February 1997 and in
Paxson Communications Corporation ("Paxson") stock in May 1997.

Income tax benefit was $5.1 million for the first six months of 1998
and income tax expense for the first six months of 1997 was $2.2
million.  The effective tax rate increased in the first six months of
1998 due to an increase in non-deductible goodwill resulting from
acquisitions.

In the first six months of 1997 the Company recognized an
extraordinary loss of approximately $5.6 million, net of income tax
credit, related to the write off of debt financing costs.

Net loss for the first six months of 1998 was $1.9 million, compared
to net loss of $4.0 million reported by the Company for the first six
months of 1997.


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

Broadcast revenue for the second quarter of 1998 was $207.1 million,
an increase of $55.3 million or 36.4% from $151.8 million during the
same quarter of 1997. This increase resulted primarily from the
revenue generated at those properties owned or operated during the
second quarter of 1998 but not during the comparable 1997 period,
including revenues generated from commercial broadcast time received
and rights fees from syndicated programming.  On a "same station"
basis - reflecting results from stations operated since January 1,
1997 - broadcast revenue for 1998 was $131.6 million, an increase of
$17.6 million or 15.4% from $114.0 million for 1997.
                                  
Agency commissions for the second quarter of 1998 were $23.3 million,
an increase of $7.0 million or 42.9% from $16.3 million during the
second quarter of 1997 due to the increase in broadcast revenue.  On
a "same station" basis, agency commissions for the second quarter of
1998 were $15.4 million, an increase of $1.9 million or 14.1% from
$13.5 million for the second quarter of 1997.

Broadcast operating expenses for the second quarter of 1998 were
$120.7 million, an increase of $30.2 million or 33.4% from $90.5
million during the comparable period of 1997. These expenses
increased primarily as a result of expenses incurred at those
properties, including broadcast related service businesses, owned or
operated during the second quarter of 1998 but not during the
comparable period of 1997.  On a "same station" basis, broadcast
operating expenses for the second quarter of 1998 were $72.3 million,
an increase of $7.4 million or 11.4% from $64.9 million for the
comparable period of 1997.  This increase resulted primarily from
increased selling and promotion costs.

Depreciation and amortization for the second quarter of 1998 and 1997
was $28.8 million and $17.8 million, respectively.  The increase was
due to acquisitions during the last six months of 1997 and the first
six months of 1998.

<PAGE>

             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  







RESULTS OF OPERATIONS, Continued

Operating income for the second quarter of 1998 was $29.7 million, an
increase of $5.5 million or 22.7% from an operating income of $24.2
million for the same period of 1997.

Interest expense for the second quarter of 1998 was $25.1 million, an
increase of $2.9 million or 13.1% from $22.2 million for the
comparable period in 1997.  Interest expense increased due to an
increase in outstanding debt that was incurred in connection with
acquisitions.

The gain on the sale of assets in the second quarter of 1997 resulted
from the sale of the Company's investment in Paxson Communications
Corporation stock in May 1997.

Income tax expense was $5.9 million for the second quarter of 1998
and $6.3 million for the second quarter of 1997.

Net income for the second quarter of 1998 was $5.0 million, compared
to $4.1 million reported by the Company for the comparable period in
1997.
     
Year 2000 Computer System Compliance

The Year 2000 issue ("Y2K") is the result of computer programs
written with date sensitive codes that contain two digits (rather
than four) to define the year.  As the year 2000 approaches, certain
computer systems may be unable to accurately process certain date-
based information as the program may interpret the year 2000 as 1900.

The Company has substantially completed a Y2K assessment inventory of
its computer, broadcast and environmental systems.  Additionally, the
Company purchased an enterprise license for Y2K compliance testing
and repair software.  The software has been distributed throughout
the Company's locations, where it has been used to assess and repair
PC based hardware for Y2K compliance.  The Company has also completed
its process of requesting Y2K compliance certificates from its
vendors and is currently reviewing responses received from vendors
and resubmitting requests for compliance certificates from non-
responsive vendors.  The Company has instituted policies to ascertain
that all future purchases of equipment are Y2K compliant.

The Company believes that its Y2K compliance issues will be resolved
on a timely basis and that any related costs will not have a material
impact on the Company's operations, cash flows or financial condition
of future periods.

<PAGE>


             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  







RESULTS OF OPERATIONS, Continued


Recent Pronouncements

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

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

<PAGE>

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


Item 4.  Submission of Matters to Vote of Security Holders

The Jacor Communications, Inc. Annual Meeting of Stockholders was
held on May 20, 1998.  At such meeting the stockholders were asked to
vote upon (1) the election of directors, (2) a proposal to amend the
Company's 1997 Long-Term Incentive Stock Plan to increase the number
of shares of the Company's common stock and the number of incentive
options issuable thereunder, and (3) a proposal to amend the
Company's 1997 Long-Term Incentive Stock Plan to restrict the number
of shares of restricted stock that may be granted to any participant
in any calendar year.

The specific matters voted upon and the results of the voting were as
follows:

(1) The Company's ten incumbent directors were re-elected to serve
    for an additional one year term expiring at the Company's 1999 Annual
    Meeting of Stockholders.  The directors were elected as follows:

                                  Shares Voted        Shares
     Name of Director                "FOR"            Withheld

     John W. Alexander             45,595,091          135,126
     Peter C.B. Bynoe              45,598,191          132,026
     Rod F. Dammeyer               45,594,911          135,306
     F. Philip Handy               45,594,741          135,476
     Marc Lasry                    45,598,176          132,041
     Robert L. Lawrence            45,581,694          148,523
     Randy Michaels                45,592,756          137,461
     Sheli Z. Rosenberg            45,593,156          137,061
     Maggie Wilderotter            45,598,591          131,626
     Samuel Zell                   45,593,636          136,581


(2) The proposal to amend the Company's Long-Term Incentive Stock
    Plan to increase the number of shares of the Company's common
    stock and the number of incentive stock options issuable
    thereunder to 4,800,000 and 1,350,000, respectively:

          Shares Voted "FOR"       25,169,434
          Shares Voted "AGAINST"   16,667,893
          Shares "ABSTAINING"          39,947

(3) The proposal to amend the Company's 1997 Long-Term Incentive
    Stock Plan, to restrict the number of shares of restricted stock that
    may be granted to any participant in any calendar year to 100,000
    shares:

          Shares Voted "FOR"       41,723,540
          Shares Voted "AGAINST"    3,985,895
          Shares "ABSTAINING"          20,782


Each proposal received more than the required votes necessary for
approval by the Company's outstanding shares of common stock entitled
to vote at the Annual Meeting and was thereby adopted.

<PAGE>

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





Item 5.  Other Information

     During  the  second  quarter of 1998,  the  Company's  Board  of
Directors  approved  the Company's entering into  change  in  control
agreements  with the Company's key management personnel.  Because  of
the  distractions and uncertainties inherent in any  such  situation,
the  Board determined that such agreements were in the best interests
of   the  Company  and  its  stockholders  to  secure  the  continued
employment, dedication and efforts of these individuals.   Copies  of
the  change  of  control  agreements entered into  by  the  Company's
executive officers are attached as exhibits to this Form 10-Q.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Numbe     Description                                           Page

10.1(+)   Change in Control Agreement dated as of June 12,
          1998 by and between Jacor Communications, Inc. and
          Randy Michaels *                                       26

10.2(+)   Change in Control Agreement dated as of June 12,
          1998 by and between Jacor Communications, Inc.
          and Martin R. Gausvik  **                              36

27        Financial Data Schedule                                46

___________


(+)  Management Contracts and Compensatory Arrangements.

*    Identical agreements were also entered into as of June 12,  1998
     between  the Company and each of the following senior  executive
     officers  of  the Company: Robert L.  Lawrence,  R.  Christopher
     Weber,  David H. Crowl, Thomas P. Owens, Jon M. Berry,  Paul  F.
     Solomon, John Hogan, Jerome L. Kersting, and Jay Meyers

**   Identical agreements were also entered into as of June 12,  1998
     between the Company and each of the following executive officers
     of the Company: Pamela C. Taylor, Nicholas J. Miller, William P.
     Suffa and Alfred Kenyon, III.

<PAGE>

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

     
     
     
     
(b)  Reports on Form 8-K

     The following Form 8-K/A was filed during the second quarter  of
     1998:

     On  April  30,  1998, the Company amended its  prior  Form  8-K,
     originally  dated  January 5, 1998 and amended  on  January  21,
     1998,  relating to the Company's entering into of  a  definitive
     agreement  to  purchase  the assets of 17  radio  stations  from
     Nationwide Communications, Inc. and its affiliated entities  for
     a  purchase price of  $620.0 million. The Form 8-K/A dated April
     30,  1998  was filed to include the historical audited financial
     statements  of  Nationwide Communications  for  the  year  ended
     December   31,  1997  and  the  unaudited  pro  forma  financial
     statements  reflecting the financial statement  effect  of  such
     acquisition on the Company.

<PAGE>







                          SIGNATURES


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


                               JACOR COMMUNICATIONS, INC.
                                      (Registrant)





DATED:  August 14, 1998      BY  /s/ R. Christopher Weber
                                   R. Christopher Weber,
                                 Senior Vice President and
                                  Chief Financial Officer

<PAGE>


                                        EXHIBIT  10.1



                  CHANGE IN CONTROL AGREEMENT

     THIS  AGREEMENT made as of the 12th day of June,  1998,  by  and
between JACOR COMMUNICATIONS, INC. (the "Company") and Randy Michaels
(the "Executive").

     WHEREAS,  the  Board of Directors of the Company  (the  "Board")
recognizes   that  the  possibility  of  a  Change  in  Control   (as
hereinafter  defined) exists and that the occurrence of a  Change  in
Control  can result in significant distractions of its key management
personnel because of the uncertainties inherent in such a situation;

     WHEREAS,  the Board has determined that it is essential  and  in
the  best interest of the Company and its stockholders to retain  the
services of the Executive in the event of a Change in Control and  to
ensure  his  continued dedication and efforts in such  event  without
undue  concern  for his personal, financial and employment  security;
and

     WHEREAS,  in  order to induce the Executive  to  remain  in  the
employ  of  the Company or a Subsidiary (as hereinafter defined),  as
the  case  may be, particularly in the event of a threat  of  or  the
occurrence of a Change in Control, the Company desires to enter  into
this  Agreement  with  the Executive to provide  the  Executive  with
certain  benefits  in the event his employment  is  terminated  as  a
result of, or in connection with, a Change in Control.

     NOW, THEREFORE, in consideration of the respective agreements of
the parties contained herein, it is agreed as follows:

     1.   Term of Agreement.  This Agreement shall commence as of the
12th  day of June, 1998, and shall continue in effect until June  12,
2004,  provided, however, that commencing on June 12,  2004,  and  on
each   June  12th  thereafter,  the  term  of  this  Agreement  shall
automatically be extended for one (1) year unless either the  Company
or  the  Executive shall have given written notice to  the  other  at
least  one  (1)  year prior thereto that the term of  this  Agreement
shall not be so extended; provided, however, that notwithstanding any
such  notice by the Company not to extend, the term of this Agreement
shall  not expire prior to the expiration of twenty-four (24)  months
after the occurrence of any Change in Control which occurs while this
Agreement is in effect.   Notwithstanding the foregoing provisions of
this  Section 1, if prior to a Change in Control the Executive ceases
for  any  reason  to be an employee of the Company or  a  Subsidiary,
thereupon this Agreement shall, without further action by either  the
Company  or  the  Executive, automatically terminate  and  be  of  no
further force or effect.

     2.   Definitions.
     
     2.1  Base Amount; Bonus Amount.  For purposes of this Agreement,
          "Base Amount" shall mean the Executive's highest annual base salary
          (including all amounts of base salary that are deferred under any
          qualified and non-qualified employee benefit plans of the Company or
          any Subsidiary or under any other agreement or arrangement) during
          any one of the Company's three (3) immediately preceding fiscal years
          (including the fiscal year during which the Change in
<PAGE>

Control  occurs), provided that the base salary for the  fiscal  year
during which the Change in Control occurs shall be calculated  on  an
annualized basis if
necessary.  For purposes of this Agreement, "Bonus Amount" shall mean
the  Executive's target award under the Short Term Incentive Plan  or
other  applicable  Company bonus program for  the  full  fiscal  year
immediately  preceding the fiscal year during  which  the  Change  in
Control occurs.
     
     2.2   Cause.  For purposes of this Agreement, a termination  for
"Cause"  shall  mean a termination by the Company or a Subsidiary  of
Executive's  employment  after a Change in Control  for  any  of  the
following reasons: (a) repeated gross negligence by the Executive  in
performing the reasonably assigned duties on behalf of the Company or
a Subsidiary required by and in accordance with his employment by the
Company  or a Subsidiary, (b) the Executive's commission of a  felony
in the course of performing his duties on behalf of the Company or  a
Subsidiary,  (c) the Executive's intentional and wrongful  disclosure
of any confidential information or trade secrets of the Company or  a
Subsidiary,  or (d) the Executive's acting as a proprietor,  partner,
member, stockholder (other than an interest of less than five percent
(5%)  of the stock of a publicly held company), consultant, director,
officer or employee in any business engaged in the radio broadcasting
or  syndication business in direct competition with the Company or  a
Subsidiary  in any market, without the prior written consent  of  the
Company.  Notwithstanding anything contained in this Agreement to the
contrary,  no failure to perform by the Executive after a  Notice  of
Termination (as hereinafter defined) is given by the Executive  shall
constitute Cause for purposes of this Agreement.  No act, or  failure
to  act, on Executive's part shall be deemed to be "repeated"  unless
the  Executive shall have received a written notice from the Chairman
of  the  Board, Chief Executive Officer or President of  the  Company
setting forth in detail the particulars of the act, or the failure to
act,  which the Company contends would constitute Cause when repeated
and  Executive then repeats such act or failure to act.  Any  act  or
failure to act on the Executive's part at the direction of an officer
to whom Executive reports (directly or indirectly) or upon the advice
of the Company's General Counsel shall not constitute "Cause."
     
     2.3   Change  in  Control.  For purposes of  this  Agreement,  a
"Change in Control" shall mean the occurrence during the term of this
Agreement of any of the following events:
     
          (a)   An  acquisition  of  any securities  of  the  Company
entitled generally to vote on the election of directors (the  "Voting
Securities") by any "Person" (as the term person is used for purposes
of  Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended  (the  "1934 Act")) immediately after which such  Person  has
"Beneficial  Ownership" (within the meaning of Rule 13d-3 promulgated
under  the 1934 Act) of thirty percent (30%) or more of the  combined
voting  power  of  the Company's then outstanding Voting  Securities;
provided,  however, in determining whether a Change  in  Control  has
occurred,  Voting  Securities which are acquired  in  a  "Non-Control
Acquisition"  (as  hereinafter  defined)  shall  not  constitute   an
acquisition  which would cause a Change in Control.   A  "Non-Control
Acquisition"  shall  mean an acquisition by (1) an  employee  benefit
plan  (or  a  trust  forming a part thereof) maintained  by  (a)  the
Company or (b) any corporation or other Person of which a majority of
its voting power or its equity securities or equity interest is owned
directly  or  indirectly  by the Company (a  "Subsidiary"),  (2)  the
Company or any Subsidiary, or (3) Zell/Chilmark Fund L.P.

<PAGE>          
          (b)  The individuals who, as of the date this Agreement  is
approved  by  the  Board, are members of the  Board  (the  "Incumbent
Board"),  cease for any reason to constitute at least a  majority  of
the Board; provided, however, that if the election, or nomination for
election  by  the  Company's stockholders or directors,  of  any  new
director  was  approved  by a vote of at  least  a  majority  of  the
Incumbent  Board,  such  new  director shall,  for  purposes  of  the
Agreement, be considered as a member of the Incumbent Board; provided
further, however, that no individual shall be considered a member  of
the Incumbent Board if such individual initially assumed office as  a
result  of  either  an  actual or threatened "Election  Contest"  (as
described  in  Rule 14a-11 promulgated under the 1934 Act)  or  other
actual  or threatened solicitation of proxies or consents  by  or  on
behalf of a Person other than the Board (a "Proxy Contest") including
by  reason of any agreement intended to avoid or settle any  Election
Contest or Proxy Contest; or
          
           (c)   A  merger, consolidation or reorganization involving
the Company (or the approval by the stockholders of the Company of  a
merger,  consolidation  or  reorganization  involving  the  Company),
unless
     
               (1)   the  stockholders  of  the  Company  immediately
before  such  merger, consolidation or reorganization, own  (or  will
own),  directly  or  indirectly immediately  following  such  merger,
consolidation  or reorganization, at least seventy percent  (70%)  of
the combined voting power of the outstanding voting securities of the
corporation   resulting  from  such  merger   or   consolidation   or
reorganization  (the  "Surviving Corporation") in  substantially  the
same   proportion  as  their  ownership  of  the  Voting   Securities
immediately before such merger, consolidation or reorganization, and
               
               (2)  the individuals who were members of the Incumbent
Board  immediately prior to the execution of the agreement  providing
for  such merger, consolidation or reorganization constitute (or will
constitute)  at  least  a majority of the members  of  the  board  of
directors of the Surviving Corporation;
     
         (d)   Adoption  of  a  plan  of a  complete  liquidation  or
dissolution of the Company; or
         
         (e)   An agreement for the sale or other disposition of  all
or   substantially  all  of  the  assets  of  the  Company  and   its
Subsidiaries to any Person (other than a transfer to a Subsidiary).
     
     (f)  Notwithstanding anything contained in this Agreement to the
     contrary, if the Executive's employment is terminated during the
     term of this Agreement and the Executive reasonably demonstrates
     that  such  termination (1) was at the request of a third  party
     who  has  indicated  an  intention  or  taken  steps  reasonably
     calculated  to effect a Change in Control and who effectuates  a
     Change  in Control (a "Third Party"), or (2) otherwise  occurred
     in  connection with, or in anticipation of, a Change in  Control
     which  actually occurs, then for all purposes of this Agreement,
     the  date  of a Change in Control with respect to the  Executive
     shall  mean  the  date immediately prior to  the  date  of  such
     termination of the Executive's employment.
     
<PAGE>

     2.4   Disability.  For purposes of this Agreement,  "Disability"
shall  mean  (1)  a  physical  or mental  infirmity  which  has  been
determined  to  be  a  total and permanent disability  under  and  in
accordance  with the provisions of the Company's Long Term Disability
Income  Plan, or (2) in the event the Company does not maintain  such
plan  at  the time of the determination of the Executive's Disability
or the Executive is not a participant in any such plan, a physical or
mental   infirmity   which   impairs  the  Executive's   ability   to
substantially perform his duties which continues for a period  of  at
least one hundred eighty (180) consecutive days.
     
     2.5  Good Reason.
     
     (a)   For  purposes of this Agreement, a termination  for  "Good
     Reason"  shall mean a termination by Executive of his employment
     with  the  Company or a Subsidiary as a result of the occurrence
     after  a  Change in Control of any of the events  or  conditions
     described in subsections (1) through (10) hereof:
     
               (1)  a reduction by the Company or a Subsidiary in the
Executive's base salary in effect immediately prior to the Change  in
Control  or  any  failure to pay the Executive  any  compensation  or
benefits to which the Executive is entitled within five days  of  the
due  date  or  any  failure to increase the Executive's  base  salary
substantially  at  the same frequency and by the same  percentage  as
applicable generally to the other officers of the Company;
               
      (2)  the Company or a Subsidiary requires the Executive  to  be
relocated  anywhere  in excess of thirty (30) miles  of  his  present
office  location,  except for required travel  on  the  Company's  or
Subsidiary's business to an extent substantially consistent with  his
present business travel obligations;

     (3)   a substantial increase, either as to frequency  or  time
expended, in travel of the Executive relative to the discharge of the
Executive's responsibilities to the Company or a Subsidiary;

    (4)   a failure by the Company and its Subsidiaries to maintain
plans  providing  compensation  or  benefits  as  beneficial  in  all
material  respects as those provided by any benefit  or  compensation
plan, retirement or pension plan, stock option plan, bonus plan, long-
term  incentive plan, short-term incentive plan, life insurance plan,
health and accident plan or disability plan in which the Executive is
participating at the time of a Change in Control, or if  the  Company
or  any  Subsidiary  has  taken  any action  which  would  materially
adversely  affect  the  Executive's participation  in  or  materially
reduce  the  Executive's benefits under any of such plans or  deprive
him  of any material fringe benefit enjoyed by him at the time of the
Change in Control, or if the Company or any Subsidiary has failed  to
provide  him with the number of paid vacation days to which he  would
be  entitled  in  accordance with the Company's or  the  Subsidiary's
normal vacation policy in effect at the time of the Change in Control
(provided  that  any  reduction in the  foregoing  benefits  that  is
required by law or applies generally to all employees of the  Company
shall not constitute "Good Reason" as defined herein).

<PAGE>

       (5)  the Company or a Subsidiary reduces the Executive's title, 
job authorities  or responsibilities immediately prior to the  Change  in
Control,  or  the Company or a Subsidiary imposes job authorities  or
responsibilities upon the Executive which are materially inconsistent
with  the Executive's position, skill and background or which  impose
time  commitments on the Executive which are materially greater  than
his time commitments to the Company or a Subsidiary immediately prior
to the Change in Control;

      (6)  the Company fails to obtain the assumption of the obligations
contained  in  this  Agreement by any successor  as  contemplated  in
Section 7 hereof;

      (7)  any purported termination of the Executive's employment by the
Company  which  is not effected pursuant to a Notice  of  Termination
satisfying  the requirements of Section 4 below; and for purposes  of
this Agreement, no such purported termination shall be effective;

      (8)  any material breach by the Company of any provision of this
Agreement;

      (9)  any purported termination of the Executive's employment for
Cause  by the Company which does not comply with the terms of Section
2.2 of this Agreement; or

      (10) the insolvency or the filing (by any party, including the
Company)  of a petition for bankruptcy of the Company, which petition
is not dismissed within 60 days.
     
          (b)   Any  event  or condition described  in  this  Section
2.5(a)(1) through (10) which occurs prior to a Change in Control  but
which the Executive reasonably demonstrates (1) was at the request of
a  Third  Party,  or  (2) otherwise arose in connection  with  or  in
anticipation  of  a  Change in Control which actually  occurs,  shall
constitute Good Reason for purposes of this Agreement notwithstanding
that it occurred prior to the Change in Control.
          
          (c)  Until the Executive's Disability, the Executive's right to
terminate  his  employment for Good Reason pursuant  to  Section  2.5
shall  not  be affected by his incapacity due to physical  or  mental
illness.
     
     3.   Termination of Employment; Severance Payments.
     
     3.1   Subject  to the obligations of the Company  set  forth  in
Section  3.2 (a) the Company may terminate the Executive's employment
with  or  without  Cause,  and (b) the Executive  may  terminate  his
employment with or without Good Reason.
     
     3.2   If,  during  the term of this Agreement,  the  Executive's
employment  with  the  Company or a Subsidiary  shall  be  terminated
within  twenty-four (24) months following a Change  in  Control,  the
Executive  shall  be  entitled  to  the  following  compensation  and
benefits:

<PAGE>
     
           (a)   If the Executive's employment with the Company or  a
Subsidiary shall be terminated (1) by the Company or a Subsidiary for
Cause  or Disability, (2) by reason of the Executive's death, or  (3)
by  the  Executive other than for Good Reason, the Company shall  pay
the  Executive all amounts earned or accrued for or on behalf of  the
Company  or any of its Subsidiaries through the Termination Date  (as
hereinafter  defined)  but  not paid  as  of  the  Termination  Date,
including  (i)  base  salary, (ii) reimbursement for  reasonable  and
necessary expenses incurred by the Executive on behalf of the Company
or  any Subsidiary during the period ending on the Termination  Date,
and (iii) vacation pay (collectively, "Accrued Compensation").
     
           (b)   If the Executive's employment with the Company or  a
Subsidiary shall be terminated by the Company or a Subsidiary for any
reason other than as specified in clause (1) or (2) of Section 3.2(a)
or  if the Executive's employment with the Company or a Subsidiary is
terminated by the Executive for Good Reason, the Executive  shall  be
entitled to the following:
     
                (1)   The Company shall pay the Executive all Accrued
Compensation;
          
                (2)   The Company shall pay as a severance amount  to
the Executive after the Date of Termination, an amount equal to three
(3) times the sum of (a) the Base Amount and (b) the Bonus Amount.
          
               (3)  For a number of months equal to the lesser of (a)
thirty-six  (36)  or  (b) the number of months  remaining  until  the
Executive's  65th birthday (the "Continuation Period"),  the  Company
shall  at  its  expense continue on behalf of the Executive  and  his
dependents  and  beneficiaries (to the same extent  provided  to  the
dependents  and  beneficiaries prior to the Executive's  termination)
the  life  insurance,  medical, dental, and hospitalization  benefits
provided  (x) to the Executive by the Company and/or its Subsidiaries
at  any time within ninety (90) days preceding a Change in Control or
at any time thereafter, or (y) to other similarly situated executives
who  continue in the employ of the Company or its Subsidiaries during
the  Continuation  Period.   The  coverage  and  benefits  (including
deductibles and costs) provided in this Section 3.2(b)(3) during  the
Continuation  Period shall be no less favorable to the Executive  and
his  dependents  and beneficiaries, than the most favorable  of  such
coverages  and benefits set forth in clauses (x) and (y) above.   The
Company's obligation hereunder with respect to the foregoing benefits
shall  be  limited to the extent that the Executive obtains any  such
benefits pursuant to a subsequent employer's benefit plans, in  which
case  the  Company  may reduce the coverage of  any  benefits  it  is
required  to provide the Executive hereunder as long as the aggregate
coverages  and  benefits of the combined benefit plans  are  no  less
favorable  to the Executive than the coverages and benefits  required
to   be  provided  hereunder.   This  Subsection  (3)  shall  not  be
interpreted so as to limit any benefits to which the Executive or his
dependents  may  be  entitled  under any  of  the  Company's  or  any
Subsidiary's employee benefit plans, programs or practices  following
the   Executive's   termination  of  employment,  including   without
limitation, retiree medical and life insurance benefits; and
          
                (4)   The  Company shall provide to the Executive  an
amount  equal to twenty percent (20%) of the Base Amount to  be  used
for out-placement services.
     
           (c)   The  amounts  provided for  in  Section  3.2(a)  and
3.2(b)(1), (2) and (4) shall be paid to the Executive in a  lump  sum
and  in  immediately  available funds on the Executive's  Termination
Date.

<PAGE>
     
          (d)  The Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other
employment or otherwise and no such payment shall be offset or
reduced by the amount of any compensation or benefits provided to the
Executive in any subsequent employment except as specifically
provided in Section 3.2(b)(3).
     
     3.3   The provisions of this Agreement, and any payment provided
for hereunder, shall not reduce any amounts otherwise payable, or  in
any  way  diminish the Executive's existing rights, or  rights  which
would  accrue  solely as a result of the passage of time,  under  any
benefit plan, incentive plan or securities plan, employment agreement
or  other  contract,  plan  or  arrangement  with  the  Company,  any
Subsidiary  or any other party; provided, however, the Company  shall
not be required to make duplicative payments of Accrued Compensation.
     
     4.   Notice of Termination.  Any purported termination by the Company
or  a Subsidiary or by the Executive shall be communicated by written
Notice  of Termination to the other.  For purposes of this Agreement,
a  "Notice  of  Termination" shall mean a notice which indicates  the
specific  termination  provision in this Agreement  relied  upon  and
shall  set  forth  in reasonable detail the facts  and  circumstances
claimed  to  provide  a  basis  for termination  of  the  Executive's
employment  under the provision so indicated and a Termination  Date.
For  purposes of this Agreement, no such purported termination  shall
be effective without such Notice of Termination.
     
     5.   Termination Date.  "Termination Date" shall mean in the case of
the Executive's death, his date of death, and in all other cases, the
date specified in the Notice of Termination subject to the following:
     
          (a)   If  the Executive's employment is terminated  by  the
Company  due  to  Disability, the date specified  in  the  Notice  of
Termination  shall  be at least thirty (30) days from  the  date  the
Notice of Termination is given to the Executive, provided that in the
case of Disability the Executive shall not have returned to the full-
time  performance of his duties during such period of at least thirty
(30) days; and
          
          (b)  If the Executive's employment is terminated by the Executive for
Good  Reason,  the date specified in the Notice of Termination  shall
not  be  more  than  thirty (30) days from the  date  the  Notice  of
Termination is given to the Company.

   6.   Additional Payments by the Company.  The Company shall make a
cash  payment to the Executive at the time set forth below  equal  to
the amount of excise taxes (i.e., the "excise tax  gross-up payment")
which the Executive would be required to pay pursuant to Section 4999
of  the  Internal  Revenue Code of 1986, as amended  ("Code"),  as  a
result  of any payments or benefits made or provided by or on  behalf
of the Company and/or a Subsidiary or any successor thereto resulting
in  an  "excess  parachute payment" within  the  meaning  of  Section
280G(b)  of the Code.  In addition to the foregoing, the cash payment
due to the

<PAGE>

Executive under this Section 6 shall be increased by the aggregate of
the  amount of federal, state and local income, employment and excise
taxes  for which the Executive will be liable on account of the  cash
payment to be made under this Section 6, such that the Executive will
receive the excise tax gross-up payment net of all income, employment
and  excise  taxes imposed on him on account of the  receipt  of  the
excise  tax gross-up payment.  The computation of this payment  shall
be  determined,  at  the expense of the Company,  by  an  independent
accounting,  actuarial or consulting firm selected  by  the  Company.
Payment of the cash amount set forth above shall be made at such time
as  the  Company shall determine, in its sole discretion, but  in  no
event later than the date five (5) business days before the due date,
without  regard to any extension, for filing the Executive's  federal
income
tax  return for the calendar year which includes the date as of which
the   aforementioned  "excess  parachute  payments"  are  determined.
Notwithstanding  the  foregoing, there shall  be  no  duplication  of
payments  by  the Company under this Section 6 in respect  of  excise
taxes  under  Section 4999 of the Code to the extent the  Company  is
making cash payments in respect
of such excise taxes for any other arrangement with Employee.  In the
event  that  the Executive is ultimately assessed with  excise  taxes
under  Section 4999 of the Code as a result of payments made  by  the
Company  or any successor thereto which exceed the amount  of  excise
taxes used in computing the Executive's payment under this Section 6,
the  Company  or  its  successor shall  indemnify  and  promptly  pay
Employee  the  amount  of  such  additional  excise  taxes  plus  any
additional  excise taxes, income and employment taxes,  interest  and
penalties  resulting  from  the  additional  excise  taxes  and   the
indemnity hereunder.
          
     7.   Successors; Binding Agreement.
     
     (a)  This Agreement shall be binding upon and shall inure to the
benefit  of the Company, its successors and assigns and, at the  time
of  any such succession or assignment, the Company shall require  any
successor  or  assign to expressly assume and agree to  perform  this
Agreement in the same manner and to the same extent that the  Company
would  be  required to perform it if no such succession or assignment
had  taken  place  (by an agreement in form and substance  reasonably
satisfactory  to Employee).  Notwithstanding the preceding  sentence,
the  Company  shall  not  assign this  Agreement  to  any  entity  or
individual   unless   such  entity  or  individual  contemporaneously
therewith  succeeds (whether by purchase of stock or assets,  merger,
consolidation,  reorganization or otherwise) to all or  substantially
all   of   the  business  and/or  assets  of  the  Company  and   its
Subsidiaries. The term "the Company" as used herein shall include any
permitted   successors  and  assigns  of  the  Company.    The   term
"successors  and assigns" as used herein shall mean a corporation  or
other  entity acquiring ownership, directly or indirectly, of all  or
substantially  all the assets and business of the Company  (including
this Agreement) whether by operation of law or otherwise.
          
          (b)   Neither  this  Agreement nor any  right  or  interest
hereunder  shall be assignable or transferable by the Executive,  his
beneficiaries or legal representatives, except by will or by the laws
of  descent  and  distribution.  This Agreement shall  inure  to  the
benefit  of  and be enforceable by the Executive's legal personal  or
legal representatives.

<PAGE>
     
     8.   Fees and Expenses.  The Company shall pay all legal fees and
       related expenses (including the cost of experts, evidence  and
       counsel) incurred by the Executive as they become due as a result of
       the Executive seeking to obtain or enforce any right or benefit
       provided by this Agreement.
     
     9.   Notice.  For the purpose of this Agreement, notices and all
       other communications provided for in the Agreement (including the
       Notice of Termination) shall be in writing and shall be deemed to
       have been duly given when personally delivered or sent by certified
       mail, return receipt requested, postage prepaid, addressed to the
       respective addresses last given by each party to the other, provided
       that all notices to the Company shall be directed to the attention of
       the Board with a copy to the Secretary of the Company.  All notices
       and communications shall be deemed to have been received on the date
       of delivery thereof or on the third business day after the mailing
       thereof, except that notice of change of address shall be effective
       only upon receipt.
     
     10.  Non-Exclusivity of Rights.  Nothing in this Agreement shall
       prevent or limit the Executive's continuing or future participation
       in any benefit, bonus, incentive or other plan or program provided by
       the Company or any of its Subsidiaries and for which the Executive
       may qualify, nor shall anything herein limit or reduce such rights as
       the Executive may have under any other agreements with the Company or
       any of its Subsidiaries.  Amounts which are vested benefits or which
       the Executive is otherwise entitled to receive under any plan or
       program of the Company or any of its Subsidiaries shall be payable in
       accordance with such plan or program.
     
     11.  Settlement of Claims.  The Company's obligation to make the
       payments provided for in this Agreement and otherwise to perform its
       obligations hereunder shall not be affected by any circumstances,
       including, without limitation, any set-off, counterclaim, recoupment,
       defense or other right which the Company or any of it Subsidiaries
       may have against the Executive or others.
     
     12.  Miscellaneous.  No provision of this Agreement may be modified,
       waived or discharged unless such waiver, modification or discharge is
       agreed to in writing and signed by the Executive and the Company.  No
       waiver by either party hereto at any time of any breach by the other
       party hereto of, or compliance with, any condition or provision of
       this Agreement to be performed by such other party shall be deemed a
       waiver of similar or dissimilar provisions or conditions at the same
       or at any prior or subsequent time.  No agreement or representations,
       oral or otherwise, express or implied, with respect to the subject
       matter hereof have been made by either party which are not expressly
       set forth in this Agreement.  No additional compensation provided
       under any benefit or compensation plans to the Executive shall be
       deemed to modify or otherwise affect the terms of this Agreement or
       any of the Executive's entitlements hereunder
          
     13.  Counterparts. This Agreement may be executed in one or more
       counterparts, each of which shall be deemed an original but all of
       which together shall constitute one and the same Agreement.

<PAGE>
     
     14.  Withholding of Taxes.  The Company may withhold from any amounts
       payable under this Agreement all federal, state, city or other taxes
       as shall be required pursuant to any law or government ruling or
       regulation.

     15.   Entire  Agreement.  This Agreement constitutes the  entire
       agreement between the parties hereto and supersedes all  prior
       agreements, if any, understandings and arrangements, oral or written,
       between the parties hereto with respect to the subject matter hereof.

      16.  Governing  Law.  This Agreement shall be governed  by  and
       construed  and enforced in accordance with the laws of the  State  of
       Delaware.

      17.  Severability.  The provisions of this Agreement  shall  be
deemed  severable  and  the  invalidity or  unenforceability  of  any
provision  shall  not  affect the validity or enforceability  of  the
other provisions hereof.
     
      18.  Employment  Rights.  Nothing express or  implied  in  this
Agreement  shall create any right or duty on the part of the  Company
or  the  Executive to have the Executive continue as  an  officer  or
employee of the Company prior to any Change in Control or, subject to
the  obligation of the Company to make the payments and  provide  the
benefits  set  forth  in  Section 3.2 hereof,  after  any  Change  in
Control.

      19.   Vesting of Options.  All options to acquire stock of  the
Company  previously awarded to the Executive shall  immediately  vest
100% in the Executive upon the occurrence of a Change in Control.

     IN  WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized representative and the Executive  has
executed this Agreement as of the day and year first above written.

JACOR COMMUNICATIONS, INC.


By:  _____Sheli Rosenberg____________
     SHELI ROSENBERG
     Vice Chairman of the Board


___Randy Michaels________________
[NAME OF EXECUTIVE]

<PAGE>

                                   EXHIBIT  10.2



                  CHANGE IN CONTROL AGREEMENT

     THIS  AGREEMENT made as of the 12th day of June,  1998,  by  and
between  JACOR  COMMUNICATIONS, INC. (the "Company")  and  Martin  R.
Gausvik (the "Executive").

     WHEREAS,  the  Board of Directors of the Company  (the  "Board")
recognizes   that  the  possibility  of  a  Change  in  Control   (as
hereinafter  defined) exists and that the occurrence of a  Change  in
Control  can result in significant distractions of its key management
personnel because of the uncertainties inherent in such a situation;

     WHEREAS,  the Board has determined that it is essential  and  in
the  best interest of the Company and its stockholders to retain  the
services of the Executive in the event of a Change in Control and  to
ensure  his  continued dedication and efforts in such  event  without
undue  concern  for his personal, financial and employment  security;
and

     WHEREAS,  in  order to induce the Executive  to  remain  in  the
employ  of  the Company or a Subsidiary (as hereinafter defined),  as
the  case  may be, particularly in the event of a threat  of  or  the
occurrence of a Change in Control, the Company desires to enter  into
this  Agreement  with  the Executive to provide  the  Executive  with
certain  benefits  in the event his employment  is  terminated  as  a
result of, or in connection with, a Change in Control.

     NOW, THEREFORE, in consideration of the respective agreements of
the parties contained herein, it is agreed as follows:

     1.   Term of Agreement.  This Agreement shall commence as of the
12th  day of June, 1998, and shall continue in effect until June  12,
2004,  provided, however, that commencing on June 12,  2004,  and  on
each   June  12th  thereafter,  the  term  of  this  Agreement  shall
automatically be extended for one (1) year unless either the  Company
or  the  Executive shall have given written notice to  the  other  at
least  one  (1)  year prior thereto that the term of  this  Agreement
shall not be so extended; provided, however, that notwithstanding any
such  notice by the Company not to extend, the term of this Agreement
shall  not expire prior to the expiration of twenty-four (24)  months
after the occurrence of any Change in Control which occurs while this
Agreement is in effect.   Notwithstanding the foregoing provisions of
this  Section 1, if prior to a Change in Control the Executive ceases
for  any  reason  to be an employee of the Company or  a  Subsidiary,
thereupon this Agreement shall, without further action by either  the
Company  or  the  Executive, automatically terminate  and  be  of  no
further force or effect.

     2.   Definitions.
     
     2.1  Base Amount; Bonus Amount.  For purposes of this Agreement,
          "Base Amount" shall mean the Executive's highest annual base salary
          (including all amounts of base salary that are deferred under any
          qualified and non-qualified employee benefit plans of the Company or
          any Subsidiary or under any other

<PAGE>

agreement  or arrangement) during any one of the Company's three  (3)
immediately preceding fiscal years (including the fiscal year  during
which  the  Change in Control occurs), provided that the base  salary
for  the fiscal year during which the Change in Control occurs  shall
be  calculated on an annualized basis if necessary.  For purposes  of
this  Agreement,  "Bonus  Amount" shall mean the  Executive's  target
award under the Short Term Incentive Plan or other applicable Company
bonus  program  for  the full fiscal year immediately  preceding  the
fiscal year during which the Change in Control occurs.
     
     2.2   Cause.  For purposes of this Agreement, a termination  for
"Cause"  shall  mean a termination by the Company or a Subsidiary  of
Executive's  employment  after a Change in Control  for  any  of  the
following reasons: (a) repeated gross negligence by the Executive  in
performing the reasonably assigned duties on behalf of the Company or
a Subsidiary required by and in accordance with his employment by the
Company  or a Subsidiary, (b) the Executive's commission of a  felony
in the course of performing his duties on behalf of the Company or  a
Subsidiary,  (c) the Executive's intentional and wrongful  disclosure
of any confidential information or trade secrets of the Company or  a
Subsidiary,  or (d) the Executive's acting as a proprietor,  partner,
member, stockholder (other than an interest of less than five percent
(5%)  of the stock of a publicly held company), consultant, director,
officer or employee in any business engaged in the radio broadcasting
or  syndication business in direct competition with the Company or  a
Subsidiary  in any market, without the prior written consent  of  the
Company.  Notwithstanding anything contained in this Agreement to the
contrary,  no failure to perform by the Executive after a  Notice  of
Termination (as hereinafter defined) is given by the Executive  shall
constitute Cause for purposes of this Agreement.  No act, or  failure
to  act, on Executive's part shall be deemed to be "repeated"  unless
the  Executive shall have received a written notice from the Chairman
of  the  Board, Chief Executive Officer or President of  the  Company
setting forth in detail the particulars of the act, or the failure to
act,  which the Company contends would constitute Cause when repeated
and  Executive then repeats such act or failure to act.  Any  act  or
failure to act on the Executive's part at the direction of an officer
to whom Executive reports (directly or indirectly) or upon the advice
of the Company's General Counsel shall not constitute "Cause."
     
     2.3   Change  in  Control.  For purposes of  this  Agreement,  a
"Change in Control" shall mean the occurrence during the term of this
Agreement of any of the following events:
     
          (a)   An  acquisition  of  any securities  of  the  Company
entitled generally to vote on the election of directors (the  "Voting
Securities") by any "Person" (as the term person is used for purposes
of  Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended  (the  "1934 Act")) immediately after which such  Person  has
"Beneficial  Ownership" (within the meaning of Rule 13d-3 promulgated
under  the 1934 Act) of thirty percent (30%) or more of the  combined
voting  power  of  the Company's then outstanding Voting  Securities;
provided,  however, in determining whether a Change  in  Control  has
occurred,  Voting  Securities which are acquired  in  a  "Non-Control
Acquisition"  (as  hereinafter  defined)  shall  not  constitute   an
acquisition  which would cause a Change in Control.   A  "Non-Control
Acquisition"  shall  mean an acquisition by (1) an  employee  benefit
plan  (or  a  trust  forming a part thereof) maintained  by  (a)  the
Company or (b) any corporation or other Person of which a majority of
its voting power or its equity securities or equity interest is owned
directly  or  indirectly  by the Company (a  "Subsidiary"),  (2)  the
Company or any Subsidiary, or (3) Zell/Chilmark Fund L.P.

<PAGE>
          
          (b)  The individuals who, as of the date this Agreement  is
approved  by  the  Board, are members of the  Board  (the  "Incumbent
Board"),  cease for any reason to constitute at least a  majority  of
the Board; provided, however, that if the election, or nomination for
election  by  the  Company's stockholders or directors,  of  any  new
director  was  approved  by a vote of at  least  a  majority  of  the
Incumbent  Board,  such  new  director shall,  for  purposes  of  the
Agreement, be considered as a member of the Incumbent Board; provided
further, however, that no individual shall be considered a member  of
the Incumbent Board if such individual initially assumed office as  a
result  of  either  an  actual or threatened "Election  Contest"  (as
described  in  Rule 14a-11 promulgated under the 1934 Act)  or  other
actual  or threatened solicitation of proxies or consents  by  or  on
behalf of a Person other than the Board (a "Proxy Contest") including
by  reason of any agreement intended to avoid or settle any  Election
Contest or Proxy Contest; or
          
           (c)   A  merger, consolidation or reorganization involving
the Company (or the approval by the stockholders of the Company of  a
merger,  consolidation  or  reorganization  involving  the  Company),
unless
     
               (1)   the  stockholders  of  the  Company  immediately
before  such  merger, consolidation or reorganization, own  (or  will
own),  directly  or  indirectly immediately  following  such  merger,
consolidation  or reorganization, at least seventy percent  (70%)  of
the combined voting power of the outstanding voting securities of the
corporation   resulting  from  such  merger   or   consolidation   or
reorganization  (the  "Surviving Corporation") in  substantially  the
same   proportion  as  their  ownership  of  the  Voting   Securities
immediately before such merger, consolidation or reorganization, and
               
               (2)  the individuals who were members of the Incumbent
Board  immediately prior to the execution of the agreement  providing
for  such merger, consolidation or reorganization constitute (or will
constitute)  at  least  a majority of the members  of  the  board  of
directors of the Surviving Corporation;
     
         (d)   Adoption  of  a  plan  of a  complete  liquidation  or
dissolution of the Company; or
         
         (e)   An agreement for the sale or other disposition of  all
or   substantially  all  of  the  assets  of  the  Company  and   its
Subsidiaries to any Person (other than a transfer to a Subsidiary).

     (f)  Notwithstanding anything contained in this Agreement to the
     contrary, if the Executive's employment is terminated during the
     term of this Agreement and the Executive reasonably demonstrates
     that  such  termination (1) was at the request of a third  party
     who  has  indicated  an  intention  or  taken  steps  reasonably
     calculated  to effect a Change in Control and who effectuates  a
     Change  in Control (a "Third Party"), or (2) otherwise  occurred
     in  connection with, or in anticipation of, a Change in  Control
     which  actually occurs, then for all purposes of this Agreement,
     the  date  of a Change in Control with respect to the  Executive
     shall  mean  the  date immediately prior to  the  date  of  such
     termination of the Executive's employment.

<PAGE>
     
     2.4   Disability.  For purposes of this Agreement,  "Disability"
shall  mean  (1)  a  physical  or mental  infirmity  which  has  been
determined  to  be  a  total and permanent disability  under  and  in
accordance  with the provisions of the Company's Long Term Disability
Income  Plan, or (2) in the event the Company does not maintain  such
plan  at  the time of the determination of the Executive's Disability
or the Executive is not a participant in any such plan, a physical or
mental   infirmity   which   impairs  the  Executive's   ability   to
substantially perform his duties which continues for a period  of  at
least one hundred eighty (180) consecutive days.
     
     2.5  Good Reason.
     
     (a)   For  purposes of this Agreement, a termination  for  "Good
     Reason"  shall mean a termination by Executive of his employment
     with  the  Company or a Subsidiary as a result of the occurrence
     after  a  Change in Control of any of the events  or  conditions
     described in subsections (1) through (10) hereof:
     
               (1)  a reduction by the Company or a Subsidiary in the
Executive's base salary in effect immediately prior to the Change  in
Control  or  any  failure to pay the Executive  any  compensation  or
benefits to which the Executive is entitled within five days  of  the
due  date  or  any  failure to increase the Executive's  base  salary
substantially  at  the same frequency and by the same  percentage  as
applicable generally to the other officers of the Company;
               
               (2)  the Company or a Subsidiary requires the Executive to be
relocated anywhere in excess of thirty (30) miles of his present
office location, except for required travel on the Company's or
Subsidiary's business to an extent substantially consistent with his
present business travel obligations;
     
               (3)  a substantial increase, either as to frequency or time
expended, in travel of the Executive relative to the discharge of the
Executive's responsibilities to the Company or a Subsidiary;
               
               (4)  a failure by the Company and its Subsidiaries  to
maintain  plans providing compensation or benefits as  beneficial  in
all   material  respects  as  those  provided  by  any   benefit   or
compensation  plan,  retirement or pension plan, stock  option  plan,
bonus plan, long-term incentive plan, short-term incentive plan, life
insurance plan, health and accident plan or disability plan in  which
the Executive is participating at the time of a Change in Control, or
if  the  Company or any Subsidiary has taken any action  which  would
materially  adversely  affect  the Executive's  participation  in  or
materially reduce the Executive's benefits under any of such plans or
deprive him of any material fringe benefit enjoyed by him at the time
of  the  Change  in Control, or if the Company or any Subsidiary  has
failed to provide him with the number of paid vacation days to  which
he  would  be  entitled  in  accordance with  the  Company's  or  the
Subsidiary's  normal vacation policy in effect at  the  time  of  the
Change  in  Control  (provided that any reduction  in  the  foregoing
benefits  that  is  required  by law  or  applies  generally  to  all
employees  of  the  Company  shall not constitute  "Good  Reason"  as
defined herein).
               
<PAGE>

               (5)    the   Company  or  a  Subsidiary  reduces   the
Executive's  title,  job authorities or responsibilities  immediately
prior  to  the  Change  in Control, or the Company  or  a  Subsidiary
imposes job authorities or responsibilities upon the Executive  which
are  materially inconsistent with the Executive's position, skill and
background  or  which impose time commitments on the Executive  which
are materially greater than his time commitments to the Company or  a
Subsidiary immediately prior to the Change in Control;
               
               (6)  the Company fails to obtain the assumption of the
obligations   contained  in  this  Agreement  by  any  successor   as
contemplated in Section 7 hereof;
               
               (7)   any  purported  termination of  the  Executive's
employment by the Company which is not effected pursuant to a  Notice
of  Termination satisfying the requirements of Section 4  below;  and
for  purposes of this Agreement, no such purported termination  shall
be effective;
               
               (8)   any  material  breach  by  the  Company  of  any
provision of this Agreement;
               
               (9)   any  purported  termination of  the  Executive's
employment  for Cause by the Company which does not comply  with  the
terms of Section 2.2 of this Agreement; or
               
               (10)  the  insolvency  or the filing  (by  any  party,
including  the Company) of a petition for bankruptcy of the  Company,
which petition is not dismissed within 60 days.
     
          (b)   Any  event  or condition described  in  this  Section
2.5(a)(1) through (10) which occurs prior to a Change in Control  but
which the Executive reasonably demonstrates (1) was at the request of
a  Third  Party,  or  (2) otherwise arose in connection  with  or  in
anticipation  of  a  Change in Control which actually  occurs,  shall
constitute Good Reason for purposes of this Agreement notwithstanding
that it occurred prior to the Change in Control.
          
          (c)  Until the Executive's Disability, the Executive's right to
terminate  his  employment for Good Reason pursuant  to  Section  2.5
shall  not  be affected by his incapacity due to physical  or  mental
illness.
     
      3.  Termination of Employment; Severance Payments.
     
     3.1   Subject  to the obligations of the Company  set  forth  in
Section  3.2 (a) the Company may terminate the Executive's employment
with  or  without  Cause,  and (b) the Executive  may  terminate  his
employment with or without Good Reason.
     
     3.2   If,  during  the term of this Agreement,  the  Executive's
employment  with  the  Company or a Subsidiary  shall  be  terminated
within  twenty-four (24) months following a Change  in  Control,  the
Executive  shall  be  entitled  to  the  following  compensation  and
benefits:
     
<PAGE>

           (a)   If the Executive's employment with the Company or  a
Subsidiary shall be terminated (1) by the Company or a Subsidiary for
Cause  or Disability, (2) by reason of the Executive's death, or  (3)
by  the  Executive other than for Good Reason, the Company shall  pay
the  Executive all amounts earned or accrued for or on behalf of  the
Company  or any of its Subsidiaries through the Termination Date  (as
hereinafter  defined)  but  not paid  as  of  the  Termination  Date,
including  (i)  base  salary, (ii) reimbursement for  reasonable  and
necessary expenses incurred by the Executive on behalf of the Company
or  any Subsidiary during the period ending on the Termination  Date,
and (iii) vacation pay (collectively, "Accrued Compensation").
     
           (b)   If the Executive's employment with the Company or  a
Subsidiary shall be terminated by the Company or a Subsidiary for any
reason other than as specified in clause (1) or (2) of Section 3.2(a)
or  if the Executive's employment with the Company or a Subsidiary is
terminated by the Executive for Good Reason, the Executive  shall  be
entitled to the following:
     
                (1)   The Company shall pay the Executive all Accrued
Compensation;
          
                (2)   The Company shall pay as a severance amount  to
the  Executive after the Date of Termination, an amount equal to  two
(2) times the sum of (a) the Base Amount and (b) the Bonus Amount.
          
               (3)  For a number of months equal to the lesser of (a)
twenty-four  (24)  or  (b) the number of months remaining  until  the
Executive's  65th birthday (the "Continuation Period"),  the  Company
shall  at  its  expense continue on behalf of the Executive  and  his
dependents  and  beneficiaries (to the same extent  provided  to  the
dependents  and  beneficiaries prior to the Executive's  termination)
the  life  insurance,  medical, dental, and hospitalization  benefits
provided  (x) to the Executive by the Company and/or its Subsidiaries
at  any time within ninety (90) days preceding a Change in Control or
at any time thereafter, or (y) to other similarly situated executives
who  continue in the employ of the Company or its Subsidiaries during
the  Continuation  Period.   The  coverage  and  benefits  (including
deductibles and costs) provided in this Section 3.2(b)(3) during  the
Continuation  Period shall be no less favorable to the Executive  and
his  dependents  and beneficiaries, than the most favorable  of  such
coverages  and benefits set forth in clauses (x) and (y) above.   The
Company's obligation hereunder with respect to the foregoing benefits
shall  be  limited to the extent that the Executive obtains any  such
benefits pursuant to a subsequent employer's benefit plans, in  which
case  the  Company  may reduce the coverage of  any  benefits  it  is
required  to provide the Executive hereunder as long as the aggregate
coverages  and  benefits of the combined benefit plans  are  no  less
favorable  to the Executive than the coverages and benefits  required
to   be  provided  hereunder.   This  Subsection  (3)  shall  not  be
interpreted so as to limit any benefits to which the Executive or his
dependents  may  be  entitled  under any  of  the  Company's  or  any
Subsidiary's employee benefit plans, programs or practices  following
the   Executive's   termination  of  employment,  including   without
limitation, retiree medical and life insurance benefits; and
          
                (4)   The  Company shall provide to the Executive  an
amount  equal to twenty percent (20%) of the Base Amount to  be  used
for out-placement services.
     
           (c)   The  amounts  provided for  in  Section  3.2(a)  and
3.2(b)(1), (2) and (4) shall be paid to the Executive in a  lump  sum
and  in  immediately  available funds on the Executive's  Termination
Date.

<PAGE>
     
           (d)   The Executive shall not be required to mitigate  the
amount of any payment provided for in this Agreement by seeking other
employment  or  otherwise  and no such payment  shall  be  offset  or
reduced by the amount of any compensation or benefits provided to the
Executive   in  any  subsequent  employment  except  as  specifically
provided in Section 3.2(b)(3).
     
     3.3   The provisions of this Agreement, and any payment provided
for hereunder, shall not reduce any amounts otherwise payable, or  in
any  way  diminish the Executive's existing rights, or  rights  which
would  accrue  solely as a result of the passage of time,  under  any
benefit plan, incentive plan or securities plan, employment agreement
or  other  contract,  plan  or  arrangement  with  the  Company,  any
Subsidiary  or any other party; provided, however, the Company  shall
not be required to make duplicative payments of Accrued Compensation.
     
       4.   Notice of Termination.  Any purported termination by  the
Company or a Subsidiary or by the Executive shall be communicated  by
written  Notice  of Termination to the other.  For purposes  of  this
Agreement,  a  "Notice  of Termination" shall  mean  a  notice  which
indicates the specific termination provision in this Agreement relied
upon  and  shall  set  forth  in  reasonable  detail  the  facts  and
circumstances  claimed  to provide a basis  for  termination  of  the
Executive's  employment  under  the  provision  so  indicated  and  a
Termination Date.  For purposes of this Agreement, no such  purported
termination shall be effective without such Notice of Termination.
     
       5.   Termination Date.  "Termination Date" shall mean  in  the
case  of  the Executive's death, his date of death, and in all  other
cases, the date specified in the Notice of Termination subject to the
following:
     
          (a)   If  the Executive's employment is terminated  by  the
Company  due  to  Disability, the date specified  in  the  Notice  of
Termination  shall  be at least thirty (30) days from  the  date  the
Notice of Termination is given to the Executive, provided that in the
case of Disability the Executive shall not have returned to the full-
time  performance of his duties during such period of at least thirty
(30) days; and
          
          (c)  If the Executive's employment is terminated by the Executive for
Good  Reason,  the date specified in the Notice of Termination  shall
not  be  more  than  thirty (30) days from the  date  the  Notice  of
Termination is given to the Company.

      6.  Additional Payments by the Company.  The Company shall make
a  cash payment to the Executive at the time set forth below equal to
the  amount of excise taxes (i.e., the "excise tax gross-up payment")
which the Executive would be required to pay pursuant to Section 4999
of  the  Internal  Revenue Code of 1986, as amended  ("Code"),  as  a
result  of any payments or benefits made or provided by or on  behalf
of the Company and/or a Subsidiary or any successor thereto resulting
in  an  "excess  parachute payment" within  the  meaning  of  Section
280G(b)  of the Code.  In addition to the foregoing, the cash payment
due  to the Executive under this Section 6 shall be increased by  the
aggregate  of  the  amount  of  federal,  state  and  local   income,
employment and excise taxes for which the Executive will be liable on
account  of  the cash payment to be made under this Section  6,  such
that  the Executive will receive the excise tax gross-up payment  net
of  all income, employment and excise taxes imposed on him on account
of the receipt of the excise tax

<PAGE>

gross-up   payment.   The  computation  of  this  payment  shall   be
determined,  at  the  expense  of  the  Company,  by  an  independent
accounting,  actuarial or consulting firm selected  by  the  Company.
Payment of the cash amount set forth above shall be made at such time
as  the  Company shall determine, in its sole discretion, but  in  no
event later than the date five (5) business days before the due date,
without  regard to any extension, for filing the Executive's  federal
income tax return for the calendar year which includes the date as of
which  the aforementioned "excess parachute payments" are determined.
Notwithstanding  the  foregoing, there shall  be  no  duplication  of
payments  by  the Company under this Section 6 in respect  of  excise
taxes  under  Section 4999 of the Code to the extent the  Company  is
making  cash payments in respect of such excise taxes for  any  other
arrangement  with  Employee.   In the event  that  the  Executive  is
ultimately assessed with excise taxes under Section 4999 of the  Code
as  a result of payments made by the Company or any successor thereto
which  exceed  the  amount  of excise taxes  used  in  computing  the
Executive's  payment  under  this  Section  6,  the  Company  or  its
successor  shall indemnify and promptly pay Employee  the  amount  of
such additional excise taxes plus any additional excise taxes, income
and  employment  taxes,  interest and penalties  resulting  from  the
additional excise taxes and the indemnity hereunder.
          
       7.  Successors; Binding Agreement.
     
     (a)  This Agreement shall be binding upon and shall inure to the
     benefit of the Company, its successors and assigns and,  at  the
     time  of  any  such succession or assignment, the Company  shall
     require any successor or assign to expressly assume and agree to
     perform this Agreement in the same manner and to the same extent
     that  the  Company would be required to perform it  if  no  such
     succession  or  assignment had taken place (by an  agreement  in
     form   and   substance  reasonably  satisfactory  to  Employee).
     Notwithstanding  the preceding sentence, the Company  shall  not
     assign  this  Agreement to any entity or individual unless  such
     entity   or  individual  contemporaneously  therewith   succeeds
     (whether  by purchase of stock or assets, merger, consolidation,
     reorganization or otherwise) to all or substantially all of  the
     business and/or assets of the Company and its Subsidiaries.  The
     term  "the  Company" as used herein shall include any  permitted
     successors and assigns of the Company.  The term "successors and
     assigns" as used herein shall mean a corporation or other entity
     acquiring   ownership,  directly  or  indirectly,  of   all   or
     substantially  all  the  assets  and  business  of  the  Company
     (including  this  Agreement) whether  by  operation  of  law  or
     otherwise.
          
          (b)   Neither  this  Agreement nor any  right  or  interest
hereunder  shall be assignable or transferable by the Executive,  his
beneficiaries or legal representatives, except by will or by the laws
of  descent  and  distribution.  This Agreement shall  inure  to  the
benefit  of  and be enforceable by the Executive's legal personal  or
legal representatives.
     
        8.   Fees and Expenses.  The Company shall pay all legal fees
and  related  expenses (including the cost of experts,  evidence  and
counsel) incurred by the Executive as they become due as a result  of
the  Executive  seeking to obtain or enforce  any  right  or  benefit
provided by this Agreement.
     
<PAGE>

        9.   Notice.  For the purpose of this Agreement, notices  and
all other communications provided for in the Agreement (including the
Notice  of  Termination) shall be in writing and shall be  deemed  to
have  been  duly given when personally delivered or sent by certified
mail,  return  receipt requested, postage prepaid, addressed  to  the
respective addresses last given by each party to the other,  provided
that all notices to the Company shall be directed to the attention of
the  Board with a copy to the Secretary of the Company.  All  notices
and  communications shall be deemed to have been received on the date
of  delivery  thereof or on the third business day after the  mailing
thereof,  except that notice of change of address shall be  effective
only upon receipt.
     
       10.   Non-Exclusivity of Rights.  Nothing  in  this  Agreement
shall   prevent  or  limit  the  Executive's  continuing  or   future
participation  in  any benefit, bonus, incentive  or  other  plan  or
program  provided by the Company or any of its Subsidiaries  and  for
which  the Executive may qualify, nor shall anything herein limit  or
reduce  such  rights  as  the Executive  may  have  under  any  other
agreements  with  the  Company or any of its  Subsidiaries.   Amounts
which  are  vested  benefits  or which  the  Executive  is  otherwise
entitled to receive under any plan or program of the Company  or  any
of  its Subsidiaries shall be payable in accordance with such plan or
program.
     
       11.   Settlement of Claims.  The Company's obligation to  make
the  payments provided for in this Agreement and otherwise to perform
its obligations hereunder shall not be affected by any circumstances,
including, without limitation, any set-off, counterclaim, recoupment,
defense  or  other right which the Company or any of it  Subsidiaries
may have against the Executive or others.
     
       12.   Miscellaneous.  No provision of this  Agreement  may  be
modified,  waived or discharged unless such waiver,  modification  or
discharge is agreed to in writing and signed by the Executive and the
Company.  No waiver by either party hereto at any time of any  breach
by  the  other party hereto of, or compliance with, any condition  or
provision of this Agreement to be performed by such other party shall
be  deemed a waiver of similar or dissimilar provisions or conditions
at  the  same  or at any prior or subsequent time.  No  agreement  or
representations, oral or otherwise, express or implied, with  respect
to the subject matter hereof have been made by either party which are
not   expressly   set  forth  in  this  Agreement.    No   additional
compensation provided under any benefit or compensation plans to  the
Executive shall be deemed to modify or otherwise affect the terms  of
this Agreement or any of the Executive's entitlements hereunder
          
     13. Counterparts.. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original  but  all  of
which together shall constitute one and the same Agreement.
     
      14.   Withholding of Taxes.  The Company may withhold from  any
amounts  payable  under this Agreement all federal,  state,  city  or
other  taxes  as shall be required pursuant to any law or  government
ruling or regulation.

      15.  Entire Agreement.  This Agreement constitutes  the  entire
agreement  between  the  parties  hereto  and  supersedes  all  prior
agreements, if any, understandings and arrangements, oral or written,
between the parties hereto with respect to the subject matter hereof.

<PAGE>

      16.  Governing  Law.  This Agreement shall be governed  by  and
construed  and enforced in accordance with the laws of the  State  of
Delaware.
     
      17.  Severability.  The provisions of this Agreement  shall  be
deemed  severable  and  the  invalidity or  unenforceability  of  any
provision  shall  not  affect the validity or enforceability  of  the
other provisions hereof.
     
      18.  Employment  Rights.  Nothing express or  implied  in  this
Agreement  shall create any right or duty on the part of the  Company
or  the  Executive to have the Executive continue as  an  officer  or
employee of the Company prior to any Change in Control or, subject to
the  obligation of the Company to make the payments and  provide  the
benefits  set  forth  in  Section 3.2 hereof,  after  any  Change  in
Control.

      19.  Vesting of Options.  All options to acquire stock  of  the
Company  previously awarded to the Executive shall  immediately  vest
100% in the Executive upon the occurrence of a Change in Control.

     IN  WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized representative and the Executive  has
executed this Agreement as of the day and year first above written.

JACOR COMMUNICATIONS, INC.


By:  ____Robert L. Lawrence____
     ROBERT L. LAWRENCE
     President


____Martin R. Gausvik__________
[NAME OF EXECUTIVE]