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                                                                   Exhibit 2.13


         AMENDMENT NO. 1, dated March 13, 2001 (this "Amendment"), to the Merger
Agreement, dated as of January 15, 2001 (the "Merger Agreement"), by and among
FLCC Holdings Inc., a Delaware corporation ( "Parent"), Citadel Communications
Corporation, a Nevada corporation (the "Company") and FLCC Acquisition Corp., a
Nevada corporation ("Merger Sub").

         WHEREAS, Parent, the Company and Merger Sub desire to amend the Merger
Agreement pursuant to Section 10.2 thereof in the manner set forth below;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, Parent, the Company and Merger
Sub hereby agree as follows:

         1.       All capitalized terms used and not defined herein shall have
                  the meanings given them in the Merger Agreement. All
                  references to the Merger Agreement in any other agreement
                  between Parent and the Company relating to the transactions
                  contemplated by the Merger Agreement shall be deemed to refer
                  to the Merger Agreement as amended hereby.

         2.       The third sentence of subsection 5.9(b) of the Merger
                  Agreement is hereby amended and restated to state in its
                  entirety as follows:

                  "Such actions may be taken by the Company's Board of Directors
                  only if it has delivered to Parent prior to or on April 26,
                  2001 written notice of the intent of the Company's Board of
                  Directors to take such actions, together with a copy of the
                  related Acquisition Agreement and a description of any terms
                  of the Takeover Proposal not contained therein."

         3.       Except as and to the extent expressly modified by this
                  Amendment, the Merger Agreement shall remain in full force and
                  effect in all respects.

         4.       This Amendment shall be governed by and construed in
                  accordance with the domestic laws of the State of New York,
                  without giving effect to any choice of law or conflict of law
                  provision or rule (whether of the State of New York or any
                  other jurisdiction) that would cause the application of the
                  laws of any jurisdiction other than the State of New York.

         5.       This Amendment may be executed in one or more counterparts,
                  and by the different parties hereto in separate counterparts,
                  each of which when executed shall be deemed to be an original
                  but all of which taken together shall constitute one and the
                  same agreement.



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first written above.



                                       CITADEL COMMUNICATIONS CORPORATION


                                       By: /s/ Donna L. Heffner
                                           -------------------------------------
                                           Name:  Donna L. Heffner
                                           Title: Executive Vice President,
                                                  Chief Financial Officer
                                                  and Secretary



                                       FLCC HOLDINGS, INC.


                                       By: /s/ Thomas Lister
                                           -------------------------------------
                                           Name:  Thomas Lister
                                           Title: Vice President and Secretary



                                       FLCC ACQUISITION CORP.


                                       By: /s/ Thomas Lister
                                           -------------------------------------
                                           Name:  Thomas Lister
                                           Title: Vice President and Secretary