SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM 10-K/A

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

For the fiscal year ended December 31, 1996

                           Commission File No. 1-13674


                             Katz Media Group, Inc.
             (Exact name of registered as specified in its charter)


           Delaware                                     13-3779269
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                 125 West 55th Street, New York, New York 10019
                                 (212) 424-6000

Securities registered pursuant to Section 12( b ) of the Act:

                                                     Name of Each Exchange
Title of Each Class                                  on which Registered
-------------------                                  ------------------- 
Common Stock, $.01 par value                         The American Stock Exchange

Securities registered pursuant to Section 12( g ) of the Act: - None

     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  12 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 90 days. Yes [X] No [_] 

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A. [X]

     Based on the closing sales price on March 20, 1997,  the  aggregate  market
value  of  the  Common  Stock  held  by  non-affiliates  of the  Registrant  was
approximately $35 million.

     At March 20, 1997 - 13,492,396 shares of the Registrant's common stock were
outstanding.

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the City of New
York, State of New York on March 27, 1997.


                              Katz Media Group, Inc.


                              /S/ RICHARD E. VENDIG
                              ---------------------
                              By:  Richard E. Vendig
                                   Senior Vice President
                                   Chief Financial & Administrative  Officer,
                                   Treasurer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the following  persons in the  capacities and on
the dates indicated.


  NAME              TITLE                                             DATE
  ----              -----                                             ----

/s/ Thomas F. Olson
-------------------
Thomas F. Olson     President, Chief Executive Officer           March 27, 1997
                    and Director

/s/ James E. Beloyianis
-----------------------
James E. Beloyianis Vice President, Secretary and Director       March 27, 1997


/s/ Richard E. Vendig
---------------------
Richard E. Vendig   Senior Vice President, Chief Financial &     March 27, 1997
                    Administrative Officer, Treasurer
                    (Principal Financial and Accounting
                    Officer)

/s/ Stuart O. Olds
------------------
Stuart O. Olds      Vice President, Assistant Secretary         March 27, 1997
                    and Director                     

/s/ L. Donald Robinson
----------------------
L. Donald Robinson  Vice President                              March 27, 1997

/s/ Thompson Dean
-----------------
Thompson Dean       Chairman of the Board of Directors          March 27, 1997

                                       27
<PAGE>

  NAME              TITLE                                             DATE
  ----              -----                                             ----

/s/ Michael Connelly
--------------------
Michael Connelly    Director                                    March 27, 1997

/s/ Thomas J. Barry
-------------------
Thomas J. Barry     Director                                    March 27, 1997



---------------------
Steven J. Gilbert   Director                                    March 27, 1997

/s/ Bob Marbut
--------------
Bob Marbut          Director                                    March 27, 1997

/s/ David M. Wittels
--------------------
David M. Wittels    Director                                    March 27, 1997

                                       28
<PAGE>

                     KATZ MEDIA GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (000's Omitted, Except Share and Per Share Information)--(Continued)

                                         Range of exercise prices
                                         ------------------------ 

                                         $6-$10         $11-18           Total
                                         ------         ------           -----

Options Outstanding
-------------------
Number outstanding                     1,192,865       338,325        1,531,190
Weighted average remaining
contractual life, in years                8.5            8.4             8.5
Weighted average exercise price          $6.71         $16.04           $8.77
Options Exercisable
-------------------
Number exercisable                       231,139       107,530          338,669
Weighted average exercise price          $6.00         $16.11           $9.21

     Of those  options  outstanding  but not  exercisable  at December 31, 1996,
476,228 relate to the performance options described above.

1996 Restricted Stock Grant Plan
     On December 12, 1995,  the Board of Directors  adopted the 1996  Restricted
Stock Grant Plan (the "1996 Restricted Plan"). Currently shares held in treasury
are available for grant under this plan which may be increased from time to time
at the  discretion  of the Board of  Directors.  Effective  January  2, 1996 the
Compensation  Committee  of the  Board of  Directors  awarded  18,750  shares of
restricted  stock under the 1996 Restricted Plan to certain key executives.  The
market price of the Company's common stock on the date of grant was $17 5/8. The
restrictions  on such shares lapse  ratably,  over a three year period.  As such
restrictions  lapse,  compensation  expense will be recognized  representing the
fair market value of the  Company's  common  stock on the date of grant.  During
1996, $110 of compensation expense was recognized.

5.   LONG-TERM DEBT

     The  composition  of  long-term  debt at  December  31, 1996 and 1995 is as
follows:

                                                        1996              1995
                                                        ----              ----

     10 1/2 % Senior Subordinated Notes due 2007      $100,000          $   --
     New Credit Agreement.......................       117,500              --
     Old Credit Agreement.......................          --            80,000
     12 3/4 % Senior Subordinated Notes due 2002           122          99,530
                                                      --------          ------
                                                      $217,622         $179,530
                                                      --------          ------
                                                      --------          ------

     In  December  1996  the  Company  consummated  the  Refinancing.  As a part
thereof,  the  Company,  through its  subsidiary  KMC;  (i) entered into the New
Credit  Agreement with an affiliate of DLJMB acting as arranger and  syndication
agent, (ii) issued the New Notes, (iii) repurchased  $97,700 aggregate principal
amount of the Old Notes for $109,900 including approximately $11,900 of premium,
consent  fees and  transaction  costs and (iv) repaid the  outstanding  balances
under the Old Credit  Agreement and Interim  Facility  aggregating  $100,100 and
terminated the Old Credit Agreement and Interim Facility.

     Under the terms of the New Credit  Agreement,  certain  lenders provide the
Company  with a secured  revolving  credit line and term loan  facility of up to
$180,000,  consisting  of Tranche A term loans of up to $60,000,  Tranche B term
loans of up to $40,000 and revolving  loans of up to $80,000.  Interest rates on
the loans are  determined  from time to time based on KMC's  choice of formulas,
plus a margin.  The amount of the margin varies depending on the Company's ratio
of total debt to earnings before interest, taxes, depreciation, amortization and

                                      F-14
<PAGE>

                     KATZ MEDIA GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (000's Omitted, Except Share and Per Share Information)--(Continued)


certain other non cash charges,  as defined  ("EBITDA").  Interest  rates on the
Tranche B term loans  initially  carry a higher  margin  than the  Tranche A and
revolving  credit loans.  At December 31, 1996,  the weighted  average  interest
rates for the Tranche A, Tranche B and revolving  credit loans were 7.6%,  7.9%,
and 7.6%, respectively.  Under the New Credit Agreement, KMC must pay a variable
quarterly  commitment fee dependent on a leverage ratio,  as defined,  currently
3/8% per annum on its average daily unused amount.  The New Credit  Agreement is
secured by (i) all of the stock of KMC's  domestic  subsidiaries  and 65% of the
stock of KMC's foreign subsidiaries, (ii) substantially all of the assets of the
subsidiaries  of KMC and  (iii)  all of the  stock of KMC held by  Services.  In
addition,  Services and all of the domestic subsidiaries have guaranteed payment
of all borrowings under the New Credit Agreement.

     At December 31, 1996,  amounts  outstanding  under the Tranche A, Tranche B
and revolving  credit loans were $60 million,  $40 million,  and $17.5  million,
respectively.  Under the New Credit Agreement, KMC is required to make principle
payments  commencing  in 1997  through  December,  2004.  Under  the New  Credit
Agreement,  mandatory reductions in the committed amounts are $400 in 1997, $400
in 1998,  $6,400 in 1999,  $8,150 in 2000,  $15,025  in 2001,  $22,775  in 2002,
$32,350 in 2003 and $32,000 on the final maturity of the New Credit Agreement in
2004. As the Company should have  sufficient  availability  under the New Credit
Agreement, the 1997 mandatory reduction amount ($400) is classified as long term
debt.  Drawings  under  the  New  Credit  Agreement  are  limited  based  on the
requirement  to maintain a total debt to EBITDA ratio of not more than 5.5 to 1.
At December 31,  1996,  an aggregate  of $62,500 was  available  for  additional
borrowing  under the New Credit  Agreement  of which  approximately  $22,500 was
immediately  available  with the  remaining  $40,000  becoming  available in the
future  subject to the  achievement of certain  financial  ratios and compliance
with  certain  other  conditions.  The New  Credit  Agreement  contains  certain
restrictions  and  limitations,  including  limitations  on the  payment of cash
dividends  and  similar  restricted  payments,  other  than a certain  amount of
payments to be used to finance possible repurchases by the Company of its common
stock.  In  addition,  the New Credit  Agreement  also  requires KMC to maintain
certain ratios related to interest, debt outstanding and restricted payments (as
defined).

     The New Notes issued as part of the  Refinancing are $100,000 face value 10
1/2%  Senior   Subordinated  Notes  due  January  15,  2007  and  are  unsecured
obligations  of KMC.  Payment of  principle  and interest is  guaranteed  by all
present  and  future  domestic  subsidiaries  of  KMC  and  the  New  Notes  are
subordinate to the obligations under the New Credit  Agreement.  Interest on the
New Notes is payable  semiannually.  The New Notes are  governed by an indenture
which provides for, among other things,  certain covenants including limitations
on KMC's ability to incur additional  debt, make restricted  investments and pay
dividends,  other than a certain  amount of  payments  to be used to finance the
possible repurchase by the Company of its common stock.

     The New Notes are  redeemable  at the option of KMC after January 15, 2002,
at a redemption  price equal to specified  percentages  of the principal  amount
thereof (ranging from approximately 105% in 2002 declining to 100% in 2006) plus
accrued  interest  and  liquidated  damages (as  defined).  At anytime  prior to
January 15, 2000, KMC may redeem up to 35% in aggregate  principal amount of the
Notes with the  proceeds of an offering  of equity or other  securities  of KMC,
Services or the Company at a redemption  price of approximately  110%,  provided
that at least 65% of the original aggregate principal amount remains outstanding
immediately  after such redemption.  Upon the occurrence of a change in control,
as  defined,  the  holders  of the New Notes  have the right to  require  KMC to
repurchase  all or any part of such  holders  New  Notes at a price of 101% plus
accrued interest.

     In September 1996, the Company,  through a subsidiary as borrower,  entered
into the Interim Facility with a group of lenders. The Interim Facility provided
for  borrowings  of up to  $35,000  and had a maturity  date of March 31,  1998.
Borrowings  under the  Interim  Facility  bore  interest at various  rates.  The
Company  borrowed  $5,600 under the Interim  Facility.  In  connection  with the
Refinancing,  all amounts  outstanding under the Interim Facility were repaid in
full and the Interim Facility was terminated.  Upon the early  extinguishment of

                                      F-15
<PAGE>

                     KATZ MEDIA GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (000's Omitted, Except Share and Per Share Information)--(Continued)

the Interim Facility,  the Company recorded an extraordinary charge of $315, net
of a related tax benefit of $214,  which represents the write-off of unamortized
debt issuance costs relating to the Interim Facility.

     The Old Notes are unsecured  obligations  of KMC that are guaranteed by all
the  subsidiaries of KMC. The Old Notes are  subordinated in right of payment to
the New Notes and New Credit Agreement.  The Old Notes bear interest at the rate
of 12 3/4 % per annum, payable semiannually. The Old Notes are redeemable at the
option of KMC after November 15, 1997, at a redemption  price equal to specified
percentages of the principal amount thereof (ranging from  approximately 106% in
1997 declining to 100% in 2000) plus accrued  interest.  In connection  with the
Refinancing,  the Company  amended the  indenture  covering  the Old Notes which
eliminated  certain  restrictions  on  the  ability  of  the  Company  to  incur
additional debt, pay dividends or make other restricted payments or investments,
other than a certain  amount of payments to finance the possible  repurchase  by
KMG of its common  stock.  As a result of the  December  1996  Refinancing,  the
Company recorded an extraordinary charge of $6,678, net of a related tax benefit
of $4,646.

   Scheduled  maturities of long-term debt maturing over the next five years are
as follows:

Year Ended December 31,
1997................................................................$       400
1998................................................................        400
1999................................................................      6,400
2000................................................................      8,150
2001................................................................     15,025
Thereafter..........................................................    187,247
                                                                       --------
                                                                       $217,622
                                                                       --------
                                                                       --------

     In connection with the 1994  Acquisition,  the Company entered into the Old
Credit  Agreement with an affiliate of DLJMB. On September 9, 1994 this facility
was amended with  unaffiliated  banks. In December 1995 the Old Credit Agreement
was amended to provide for  quarterly  mandatory  reductions  in the  commitment
amount of funds available  beginning  January 1, 1998 rather than currently (see
below).  In addition,  certain  other terms were  modified,  including  interest
rates. Such amendments constituted a significant  modification of the Old Credit
Agreement.  Accordingly,  the  Company  wrote  off  as an  extraordinary  charge
deferred  financing costs aggregating $800 net of an income tax benefit of $600,
at an effective tax rate of 41%.  Borrowings under the Old Credit Agreement bear
interest at different  rates.  The rates varied based on the Company's  ratio of
debt to EBITDA (as defined).  The weighted average interest rate at December 31,
1995 was 7.6%.  The Old Credit  Agreement  was fully repaid from the proceeds of
the Refinancing.

6.  EMPLOYEE BENEFIT PLANS

Savings and Profit Sharing Plan

     The Company has two defined  contribution  retirement plans, The Katz Media
Corporation  Savings and Profit Sharing Plan and the Seltel, Inc. Profit Sharing
Plan.  Both plans are profit  sharing plans under Section 401(a) of the Internal
Revenue Code of 1986 (the "Code") that include a "cash or deferred  arrangement"
under Section 401(k) of the Code and together cover  substantially all employees
of the Company with greater than six months of service.  Both plans  provide for
the Company to match a percentage of a participant's contribution up to a stated
maximum  percentage  of an  employee's  salary.  Amounts  charged  to  operating
expenses  approximated  $900,  $800,  $500 and $500 for both plans for the years
ended  December 31, 1996 and 1995,  the period August 12, 1994 through  December
31, 1994 and the period January 1, 1994 through August 11, 1994, respectively.

                                      F-16