iHeartCommunications, Inc. – ‘10-K405’ for 12/31/94

As of:  Thursday, 3/30/95   ·   For:  12/31/94   ·   Accession #:  739708-95-9   ·   File #:  1-09645

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UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                      
----------------------------------                

FORM 10-K               
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)               
OF THE SECURITIES EXCHANGE ACT OF 1934                  
---------------------------------------------               
For the fiscal year ended December 31, 1994               
Commission file number 1-9645               

CLEAR CHANNEL COMMUNICATIONS, INC.                
(Exact name of registrant as specified in its charter)                

Texas                              74-1787539               
(State of Incorporation)       (I.R.S. Employer Identification No.)             

200 Concord Plaza, Suite 600                                                  
San Antonio, Texas                                78216           
(Address of Principal Executive Offices)               (Zip Code)               

Registrant's Telephone Number, Including Area Code:  (210) 822-2828             
_____________________________________ 
Securities Registered Pursuant to Section 12(b) of the Act:                     

Title of each class          Name of Exchange on which registered           
Common Stock $.10 par value          New York 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 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 (229.405 of this chapter) 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              
or any amendment to this Form 10-K. [x]                                         

_____________________________________ 
As of March 1, 1995, 17,263,064 shares of Clear Channel               
Communications, Inc. Common Stock were outstanding including 6,298              
held in treasury, and the aggregate market value (based upon the                
last reported sale price on the New York Stock Exchange on February             
28, 1994) of the shares of Common Stock held by non-affiliates was              
approximately $576,978,000.  (For purposes of calculating the                   
preceding amount only, all directors and executive officers of the              
registrant are assumed to be affiliates.)                                       
_____________________________________ 
DOCUMENTS INCORPORATED BY REFERENCE 
Portions of the following documents are incorporated by               
reference in the Parts of this report indicated below:                          

Items 5, 6, 7 and 8 of Part II and portions of Item 14 of Part        
IV -- Clear Channel Communications, Inc.'s 1994 Annual Report to                
Shareholders. ("Annual Report")                                                 

Portions of Items 10, 11, 12 and 13 of Part III -- Definitive         
Proxy Statement of Clear Channel Communications, Inc. relating to               
its 1995 Annual Meeting of Shareholders to be held on April 20,                 
1995.                                                                           

Part I                

Item 1. Business                                                                

Clear Channel Communications, Inc. ("the Company") was                
incorporated under the laws of the State of Texas in 1974 as the                
successor to a radio broadcasting company which began operations in             
1972.  The Company is a diversified broadcasting company which at               
year end owned and operated 33 radio and nine television stations               
for which it is the licensee. In addition, the Company operates                 
seven radio and four television stations under time sales, time                 
brokerage or local marketing agreements. All of these properties                
are located in 21 different markets in 15 states.                               
At December 31, 1994, the Company owned the licenses to 14 AM         
and 19 FM radio stations located principally in the South,                      
Southwest and in the Northeast.  These radio stations employ a wide             
variety of programming formats, such as News/Talk/Sports, Country,              
Adult Contemporary, Urban and Album Rock.  The Company's nine                   
licensed television stations are located in the South, Southwest,               
New York and in Minnesota.  Eight of these television stations are              
affiliated with the Fox television network, and the ninth is an                 
independent station.  Additionally, the Company operates four radio             
networks, one of which provides news coverage in Oklahoma, one of               
which provides sports coverage in Oklahoma, Texas and Iowa, one of              
which provides news, sports and information to radio stations                   
throughout Kentucky and one of which provides news, sports and                  
information to radio stations throughout Virginia.  In 1994, the                
Company derived approximately 54% of its net broadcasting revenue               
from radio operations and approximately 46% from television                     
operations.                                                                     
The Company's strategy is to identify and acquire                     
under-performing stations on favorable terms and to utilize                     
management's extensive operating experience to improve the                      
performance of such stations through effective programming,                     
reduction of costs and aggressive promotion, marketing and sales.               
From 1989 to 1991, growth has been generated primarily from the                 
acquisition of television stations, as well as operating                        
improvements at existing broadcasting properties.  From 1992                    
through 1994, growth was generated primarily from the acquisition               
of radio stations and WFTC-TV in Minneapolis, MN as well as                     
operating improvements at existing broadcasting properties. The                 
Company continues to seek opportunities for expansion through the               
acquisition of attractive broadcasting and other media-related                  
properties.                                                                     
The Company believes that one of its most important assets is         
its experienced management team.  General managers are responsible              
for the day-to-day operations of their respective stations.  The                
Company believes that the autonomy of its station management                    
enables it to attract top quality managers capable of implementing              
the Company's aggressive marketing strategy and reacting to                     
competition in the local markets.  Most general managers have stock             
options to purchase the Common Stock of the Company.  As an                     
additional incentive, a portion of each manager's compensation is               
related to the performance of the station or stations for which                 
he/she is responsible.                                                          
The major costs associated with radio and television                  
broadcasting are related to personnel and programming.  In an                   
effort to monitor these costs, corporate management routinely                   
reviews staffing levels and programming costs.  Combined with the               
centralized accounting functions, this monitoring enables the                   
Company to effectively control expenses.  Corporate management also             
advises local station managers on programming and other broad                   
policy matters and is responsible for long-range planning,                      
allocating resources and financial reporting and controls.                      

Recent Developments                                                             

Effective January 1, 1995, the Company acquired the               
broadcasting assets of KMJQ-FM and KYOK-AM in Houston, Texas for                
approximately $38.5 million and immediately divested itself of                  
KYOK-AM, as well as KHYS-FM and KALO-AM to comply with Federal                  
Communications Commission ("FCC") regulations.  In addition,                    
effective January 1, 1995 the Company acquired an 80% interest in               
a partnership, which owns and operates KPRC-AM and KSEV-AM in                   
Houston, Texas for approximately $26.8 million. Financing for both              
of these transactions was provided by the existing credit facility.             
During March, the Company entered into a definitive agreement           
to acquire a 50% interest in a newly created entity, Australian                 
Radio Network, for approximately $75 million subject to approval                
from the Australian Foreign Investment Review Board.  An Australian             
based company will retain the remaining 50% interest.  This entity              
will own and operate nine radio stations in six different markets,              
including the three largest markets in Australia:   Sydney,                     
Melbourne and Brisbane. In addition, the entity will own                        
Australia's largest radio representation firm.                                  

Employees                                                                       

At January 1, 1995, the Company had approximately 1,549                 
employees: 1,117 in radio operations, 410 in television operations              
and 22 in corporate activities.                                                 

Industry Segments                                                               

Information relating to the industry segments of the              
Company's operations for 1994, 1993 and 1992 is included on page 30             
of the Company's Annual Report and hereby is incorporated by                    
reference.                                                                      

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Radio Broadcasting      

 The following table sets forth certain selected information with regard
to each of Clear Channel Communications, Inc.'s 14 AM and 19 FM radio           
stations for which it owns the FCC license at year end.                         

                    Expiration
             Date of        (2)        Date of      FCC      Power
Station/Location  Acquisition    Network      License   Frequency  (Watts)      

WOAI-AM                                                                         
San Antonio, TX     Jun. 1975  ABC,CBS,TSN   8/1/97    1200 KHZ   50,000      
KAJA-FM                                                                         
San Antonio, TX     Mar. 1972                8/1/97    97.3 MHZ  100,000      
KAKC-AM                                                                         
Tulsa, OK           Oct. 1973     SMN,ONN    6/1/97    1300 KHZ    5,000(1)   
KMOD-FM                                                                         
Tulsa, OK           Oct. 1973     ONN        6/1/97    97.5 MHZ  100,000      
KALO-AM Beaumont (4)                                                            
Port Arthur, TX     Jan. 1978     USRN,SBN   8/1/97    1250 KHZ    5,000(1)   
KHYS-FM Houston (4)                                                             
Port Arthur, TX     Jan. 1978     USRN,ABC   8/1/97    98.5 MHZ  100,000      
KPEZ-FM                                                                         
Austin, TX          Jul. 1982                8/1/97   102.3 MHZ   50,000      
KTOK-AM                                                                         
Oklahoma City, OK   Oct. 1984     ABC,ONN    6/1/97    1000 KHZ    5,000      
KJYO-FM                                                                         
Oklahoma City, OK   Oct. 1984     ABC        6/1/97   102.7 MHZ  100,000      
WODT-AM                                                                         
New Orleans, LA     Oct. 1984    ABC,SEN     6/1/96    1280 KHZ    5,000      
WQUE-FM                                                                         
New Orleans, LA     Oct. 1984                6/1/96    93.3 MHZ  100,000      
WELI-AM                                                                         
New Haven, CT       Oct. 1984     ABC        4/1/98     960 KHZ    5,000      
WHAS-AM                                                                         
Louisville, KY      Sep. 1986     ABC        8/1/96     840 KHZ   50,000      
WAMZ-FM                                                                         
Louisville, KY      Sep. 1986                8/1/96    97.5 MHZ  100,000      
WKCI-FM                                                                         
New Haven, CT       May  1992                4/1/98   101.3 MHZ   50,000      
WRVA-AM                                                                         
Richmond, VA        Jul. 1992     CBS       10/1/95    1140 KHZ   50,000      
WRVQ-FM                                                                         
Richmond, VA        Jul. 1992               10/1/95    94.5 MHZ  100,000      
WRBQ-AM                                                                         
Tampa, FL           Jul. 1992     ABC,SMN    2/1/96    1380 KHZ    5,000      
WRBQ-FM                                                                         
Tampa, FL           Jul. 1992      ABC       2/1/96   104.7 MHZ  100,000      
WAVZ-AM                                                                         
New Haven, CT       Dec.  1992   ABC,USRN    4/1/98    1300 KHZ    1,000      
KQXT-FM                                                                         
San Antonio, TX     Jan. 1993                8/1/97   101.9 MHZ  100,000      
KHFI-FM                                                                         
Austin, TX          Feb. 1993                8/1/97    96.7 MHZ  100,000      
KTKR-AM                                                                         
San Antonio, TX     Jul. 1993  ABC,NBC,W1/M  8/1/97     760 KHZ    5,000      
WRVH-AM                                                                         
Richmond, VA        Sep. 1993      W1/M     10/1/95     910 KHZ    5,000      
WRXL-FM                                                                         
Richmond, VA        Sep. 1993               10/1/95   102.1 MHZ  100,000      
KEBC-FM                                                                         
Oklahoma City, OK   Jan. 1994                6/1/97    94.7 MHZ  100,000      
WBGG-FM                                                                         
Miami, FL           Mar. 1994                2/1/96   105.9 MHZ  100,000      
KBXX-FM                                                                         
Houston, TX         Aug. 1994     W1/U       8/1/97    97.9 MHZ  100,000      
WHYI-FM                                                                         
Miami, FL           Oct. 1994                2/1/96   100.7 MHZ  100,000      
WMTX-AM (3)                                                                     
Tampa, FL           Oct. 1994                2/1/96    1040 KHZ    3,600      
WMTX-FM                                                                         
Tampa, FL           Oct. 1994                2/1/96    95.7 MHZ  100,000      
WERE-AM                                                                         
Cleveland, OH       Oct. 1994    CNN,W1/M   10/1/96    1300 KHZ    5,000      
WNCX-FM                                                                         
Cleveland, OH       Oct. 1994      ABC      10/1/96    98.5 MHZ  100,000      

(1) 5,000 watts during the day and 1,000 watts at night                         
(2) TSN- Texas State Network, ONN-Oklahoma News Network, USRN-U.S. Radio        
Network, SMN-Satellite Music Network, SBN-Sheridan Broadcast Network,   
W1/U-Westwood One/Unistar, W1/M-Westwood One/Mutual, SEN-Sports         
Entertainment Network                                                   
(3) 3,600 watts during the day and 420 at night                                 
(4) Station was sold effective January 1, 1995                                  

In addition, at year end the Company had joint sales agreements with KSJL-FM    
San Antonio, TX; KEYI-FM and KFON-AM Austin, TX; WKJK-FM Louisville, KY;        
WYLD-AM/FM New Orleans, LA and WENZ-FM Cleveland, OH to market and sell the     
advertising time.                                                               

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The Company's radio stations employ various formats for their         
programming.  A station's format is important in determining the                
size and characteristics of its listening audience.  Advertising                
rates charged by a radio station are based primarily on the                     
station's ability to attract audiences having certain demographic               
characteristics in the market area which advertisers want to reach,             
as well as the number of stations competing in the market.                      
Advertisers often tailor their advertisements to appeal to selected             
population or demographic segments.  The Company pays the cost of               
producing the programming for each station.  Generally, the Company             
designs formats for its own stations, but has also used outside                 
consultants and program syndicators for program material.                       

Most of the Company's radio revenue is generated from the         
sale of local advertising.  Additional revenue is generated from                
the sale of national advertising, network compensation payments,                
barter and other miscellaneous transactions.  The Company has                   
focused its sales effort on selling directly to local advertisers,              
while seeking to minimize sales through outside representatives,                
including advertising agencies.  Direct contact with its customers              
has aided the Company's sales personnel in developing long-standing             
customer relationships, which the Company believes are a                        
competitive advantage.  The Company's sales personnel are paid on               
a commission basis, which emphasizes this direct local focus.  The              
Company believes that this focus has enabled some of its stations               
to achieve market revenue shares exceeding their audience shares                
during 1994.  Each of the Company's radio stations also engages                 
independent sales representatives to assist it in obtaining                     
national advertising.  The representatives obtain advertising                   
through national advertising agencies and receive a commission from             
Clear Channel based on the Company's gross revenue from the                     
advertising obtained.                                                           

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Television Broadcasting     

 The following table sets forth certain selected information with regard
to each of the Company's nine television stations it owns and operates.         

                  Expiration
              Date of               Date of FCC              Power
Station/Location   Acquisition    Network    License    Channel    (Watts)      

WPMI-TV                                                                         
Mobile, AL         Dec. 1988    FOX          4/1/97       15     5,000,000    
KOKI-TV                                                                         
Tulsa, Ok          Dec. 1989    FOX          6/1/98       23     3,260,000    
WAWS-TV                                                                         
Jacksonville, FL.  Sep. 1989    FOX          2/1/97       30     2,789,000    
KTTU-TV                                                                         
Tucson, AZ         Feb. 1989    Independent 10/1/98       18     2,500,000    
KSAS-TV                                                                         
Wichita, KS        Aug. 1990    FOX          6/1/98       24     3,310,000    
WPTY-TV                                                                         
Memphis, TN        Apr. 1992    FOX          8/1/97       24     3,003,000    
WFTC-TV                                                                         
Minneapolis, MN    Oct. 1993    FOX          4/1/97       29     5,000,000    
KLRT-TV                                                                         
Little Rock, AR    Feb. 1994    FOX          6/1/96       16     5,000,000    
WXXA-TV                                                                         
Albany, NY         Dec. 1994    FOX          6/1/98       23     3,020,000    

In addition, at year end, the Company had joint sales or local marketing        
agreements with WJTC-TV Mobile, AL; KTFO-TV Tulsa, OK; WLMT-TV Memphis, TN      
and KASN-TV Little Rock, AR.                                                    

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The Company purchases the broadcast rights for the majority of        
its television programming from various syndicators.  The Company               
competes with other television stations within each market for                  
these broadcast rights.  These programming costs have declined in               
the past five years and are expected to continue to decline in the              
foreseeable future due to the decrease in the number of stations in             
the Company's markets competing for the same programming.  In                   
addition, the Company believes the quantity of attractive                       
programming available today is and for the foreseeable future, will             
be greater than in previous years.  The improved programming allows             
the station to make fewer program changes.  Moreover, the expansion             
of the Fox television network's programming has reduced the need                
for the Company to obtain outside programming.                                  
The other source of programming for the Company's Fox                 
affiliates is the Fox television network, which produces and                    
distributes up to 34 hours of programming (15 hours of prime time)              
per week plus up to seven hours of NFC football each Sunday from                
September through January in exchange for each station's commitment             
to air the programming at specified times and for commercial                    
announcement time during the programming.  Generally, during 1994,              
the Company's Fox affiliates attracted the largest audience in each             
of their respective markets, except for those stations affiliated               
with ABC, CBS and NBC.  Based on the 1994 season, the average                   
audience share for the Company's Fox programming on four of its Fox             
affiliated stations exceeded the national rating average for all                
Fox affiliates.                                                                 
The Fox television network commenced operations in October            
1986.  During this period, Fox has developed a network of                       
approximately 156 affiliates and Fox programming is currently                   
available in more than 95% of the households in the United States.              
The amount of programming provided by Fox to its affiliates has                 
increased from a total of five hours on two nights per week in July             
1987 to 34 hours on seven nights per week (including 15 hours of                
prime time programming) currently, plus NFC from September through              
January.  The contract with the NFC expires in January 1998.  Fox               
programming represents approximately 21% of the stations current                
programming and is intended to appeal primarily to a target                     
audience of 18 to 49 year old adults.                                           
Each Fox contract currently runs for a five year term expiring        
in 1998 except for WXXA-TV in Albany, NY which expires in 1999 and              
may be renewed by Fox or the Company.  Based on the performance of              
its Fox affiliated stations to date, the Company expects it will                
continue to be able to renew its Fox contracts, although no                     
assurances in this regard can be given. However, Fox has advised                
the Company that it has acquired control of the ABC affiliate in                
Memphis, TN and the NBC affiliate in Mobile, AL vis-a-vis a debt                
arrangement with the licensee.  It is probable that within the next             
two years the FOX affiliation will change in these markets.  Should             
this occur, the Company anticipates switching to one of the other               
major network affiliations, however no assurance can be given at                
this time that the Company will be able to affiliate with one of                
the other networks.                                                             
Revenue is generated primarily from the sale of local and         
national advertising, as well as from fees received from the Fox                
television network.  Advertising rates depend primarily on the                  
quantitative and qualitative characteristics of the audience the                
Company can deliver to the advertiser.  Local advertising is sold               
by the Company's sales personnel, while national advertising is                 
sold by independent national sales representatives.                             

Revenue                                                                         

The Company's revenue is seasonal, with the fourth quarter        
generating the highest level of revenue and the first quarter                   
generating the lowest.  The fourth quarter generally reflects                   
higher advertising in preparation for the holiday season and, in                
the case of radio, the effect of political advertising in election              
years.                                                                          
The Company's broadcasting results are dependent on a number      
of factors, including the general strength of the economy,                      
population growth, ability to provide popular programming, relative             
efficiency of radio and television broadcasting compared to other               
advertising media, signal strength, technological capabilities and              
developments and governmental regulations and policies.                         

Competition                                                                     

Clear Channel's radio and television stations compete for         
audience share and advertising revenue directly with other radio                
and television stations within their broadcast areas.  Competition              
among radio and television stations is based primarily on program               
content, which is significantly affected by network affiliation and             
by local programming activities.  Other factors that affect a                   
station's competitive position include its authorized power,                    
terrain, assigned frequency, audience characteristics, local                    
program acceptance and the number and characteristics of other                  
stations in the market area.  The Company's radio and television                
stations are located in highly competitive markets.  In the radio               
broadcasting industry, moreover, it is not uncommon for radio                   
stations outside of a market area to broadcast at sufficient                    
strength to gain a share of the audience in adjacent areas.  Many               
of the stations with which the Company competes are owned or                    
operated by national or regional companies with substantially                   
greater financial and other resources than the Company.  Other                  
media, including network television, cable television, newspapers,              
magazines, direct mail coupons and billboard advertising, also                  
compete with the Company for advertising revenue.                               
The Company believes it competes favorably against other              
stations because of its management skill and experience, the                    
ability of the Company to generate at least revenue equal to its                
market share, and for television stations, the Fox network                      
affiliation and local program acceptance.                                       

The following tables show the number of competitors and the relative    
market size and population of each market served by the Company's radio and     
television stations for which it owns the FCC license at year end:              

                         RADIO
Station                   1994              # of                                
and                    Market           Stations       Population           
Market                    Rank            in Market    (in thousands)           

WHAS-AM/WAMZ-FM            48                21             840                 
(Louisville, KY)                                                                

WOAI-AM/KAJA-FM            34                27           1,167                 
KQXT-FM/KTKR-AM                                                               
(San Antonio, TX)                                                               

WODT-AM/WQUE-FM            38                26           1,030                 
(New Orleans, LA)                                                               

KTOK-AM/KJYO-FM/KEBC-FM    51                18             823                 
(Oklahoma City, OK)                                                             

KAKC-AM/KMOD-FM            60                22             642                 
(Tulsa, OK)                                                                     

KHYS-FM/KBXX-FM             9                35           3,294                 
(Houston/Port Arthur, TX)                                                       

KALO (1)                  118                20             288                 
(Beaumont/Port Arthur, TX)                                                      

KPEZ-FM/KHFI-FM            54                29             785                 
(Austin, TX)                                                                    

WELI-AM/WKCI-FM/WAVZ-AM    92                27             388                 
(New Haven, CT)                                                                 

WHYI-FM/WBGG-FM            11                36           2,843                 
(Miami/Ft. Lauderdale, FL)                                                      

WNCX-FM/WERE-AM            22                26           1,766                 
(Cleveland, OH)                                                                 

WRVA-AM/WRVQ-FM            56                23             766                 
WRVH-AM/WRXL-FM                                                                 
(Richmond, VA)                                                                  

WRBQ-AM/FM,WMTX-AM/FM      21                26           1,864                 
(Tampa, FL)                                                                     

Source:  American Radio Fall 1994 Report                                        
(1) Company estimates                                                           

                        TELEVISION

                   (1)
Station                      1994              # of             1994            
and                       Market           Stations        Households       
Market                       Rank            in Market     (in thousands)       

KOKI-TV                      59                  6              463             
(Tulsa, OK)                                                                     

WAWS-TV                      55                  5              488             
(Jacksonville, FL)                                                              

WPMI-TV                      61                  5              433             
(Mobile, AL/Pensacola, FL)                                                      

WPTY-TV                      42                  6              606             
(Memphis, TN)                                                                   

KSAS-TV                      62                  4              426             
(Wichita, KS)                                                                   

KTTU-TV                      81                  6              334             
(Tucson, AZ)                                                                    

WFTC-TV                      14                  6            1,411             
(Minneapolis, MN)                                                               

KLRT-TV                      58                  5              472             
(Little Rock, AR)                                                               

WXXA-TV                      52                  5              514             
(Albany, NY)                                                                    

Source:  1994 ADI Market Rankings based on A.C. Nielsen estimates of U.S        
Television Households                                                           
(1) Company estimate                                                            

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Markets                                                                         

The Company's radio stations are located in cities which have         
experienced substantial growth in population and household income               
from 1984 to 1994.                                                              
Key components of the San Antonio and Austin economies include        
U.S. military installations, federal and state government offices,              
educational and research institutions, tourism, oil and gas and                 
ranching.  The economies of San Antonio and Austin have benefitted              
from their selection in recent years as sites for microelectronic               
and data processing research and development.  In addition, San                 
Antonio is a regional center for banking.                                       
Beaumont-Port Arthur is the site of significant petrochemical         
and refining facilities.  In addition, other important components               
of its economy include shipping and heavy industry.                             
Houston relies on the petrochemical industry with                     
diversification in biotechnology and computer manufacturing.                    
Tulsa and Oklahoma City are the headquarters of several major         
corporations, as well as a number of banks and educational                      
institutions, and are a regional center of oil and gas activity.                
The foundations of the New Orleans economy include tourism,               
shipping and a stalwart oil and gas industry, although a number of              
high-tech industries are rapidly expanding in this market.  The New             
Orleans Central Business District ranks among the nine southern                 
Central Business Districts in overall market strength, growth,                  
economic improvement and retail indicators.                                     
New Haven's economy is diversified and includes elements of           
distribution of health care, higher education, light industry,                  
banking and import and export trade.                                            
The diversity of the Louisville market includes the                   
manufacturing of chemicals, electrical appliances, farm equipment,              
synthetic rubber, foods and beverages, tobacco and motor vehicles.              
Agricultural and mineral interests in the surrounding area provide              
stable commerce in livestock, grain, tobacco, fruits and                        
vegetables, coal, oil, natural gas and lumber.                                  
As a centrally located state capital, the Richmond economy            
benefits from a sizeable government presence, as well as the very               
significant banking, educational, medical, and industrial sectors.              
In addition, Richmond is home to no less than 5 Fortune 500                     
companies.                                                                      
The Tampa-St. Petersburg market has a diverse economic base           
including industries such as phosphate, shipping, citrus, tobacco,              
tourism and electronics.  The area is home of two universities and              
an Air Force base.                                                              
Mobile, Alabama/Pensacola, Florida has a diverse economy with         
major naval facilities, tourism and manufacturing providing stable              
and steady market growth.                                                       
KTTU-TV is in the very competitive market of Tucson, Arizona.         
Key components of the Tucson economy are winter tourism, U.S.                   
military, and high technology manufacturers.                                    
Jacksonville, Florida has a diverse economy based on financial        
and information services, military and manufacturing.                           
Wichita, Kansas has a strong economy based on aircraft and            
aeronautics.  Other key components include service and agriculture.             
Memphis is known as the "Distribution Center of America" due          
to a large amount of goods shipped through the city via air, rail               
and truck.  It is the headquarters for one of the world's largest               
air shipping companies.  Other key components include tourism and               
the higher educational sector.                                                  
Minneapolis/St. Paul is the home of fifteen industrial                
companies on the 1992 FORTUNE 500 list which ranks it behind only               
New York, Chicago and Houston for the most headquarters in the                  
United States.  The metropolitan area has a strong and diversified              
business base, including companies involved in manufacturing, super             
computers, electronics, medical instruments, milling, machine                   
manufacturing, food processing and graphic arts.                                
Albany, NY is the state capital of New York and has long been         
a seat of commerce and government.  Major employers include                     
government, services, and technology companies. Albany is at the                
center of one of the nations largest, most affluent consumer                    
markets - the northeast.  Within a 250 mile radius lies the major               
metropolitan areas of New York City, Philadelphia, Boston and                   
Montreal.                                                                       
Major components of the Miami/Ft. Lauderdale market are               
tourism, agriculture, services and international banking and trade.             
Three ports serve this market making it the largest cruise ship                 
destination point in the United States and the third largest in the             
world.                                                                          
Little Rock, AR is the largest metropolitan area in the state.        
Major employers include medicine, service industries, government                
and manufacturing.  In addition, Little Rock is home of the largest             
C-130 aircraft training and airlift facilities in the world.                    
Major components of the Cleveland economy include                     
manufacturing, services, government and retail trade.  The Port of              
Cleveland is the largest overseas general cargo port on Lake Erie               
and the third largest port on the Great Lakes which serves over 50              
countries.                                                                      

Federal Regulation of Television & Radio Broadcasting                           

Existing Regulation.  Television and radio broadcasting is            
subject to the jurisdiction of the FCC under the Communications Act             
of 1934, as amended (the "Communications Act").  The Communications             
Act prohibits the operation of television or radio broadcasting                 
stations except under a license issued by the FCC, and empowers the             
FCC, among other things, to issue, revoke and modify broadcasting               
licenses, determine the location of stations, regulate the                      
equipment used by stations, adopt regulations to carry out the                  
provisions of the Communications Act, and impose penalties for                  
violation of such regulations.  The Communications Act prohibits                
the assignment of a license or the transfer of control of a                     
licensee without prior approval of the FCC.                                     

License Grant and Renewal.  Television and radio broadcasting         
licenses are generally granted or renewed for a period of five and              
seven years, respectively, but may be renewed for a shorter period,             
upon a finding by the FCC that the "public interest, convenience,               
and necessity" would be served thereby.  At the time an application             
is made for renewal of a license, parties in interest may file                  
petitions to deny.  Such parties, as well as members of the public,             
may comment upon the service the station has provided during the                
preceding license term and urge denial of the application.  At the              
same time, any person may file a competing application for                      
authority to operate the station and replace the incumbent                      
licensee.                                                                       
In the vast majority of cases, broadcast licenses are             
renewed by the FCC even when petitions to deny or competing                     
applications are filed.  The Company has pending before the FCC                 
applications seeking renewal of the licenses for WPMI-TV, Mobile,               
Alabama, and KTTU-TV, Tucson, Arizona.  The license renewal                     
application for WPMI-TV drew a petition to deny which alleged                   
non-compliance with the FCC's equal employment opportunity                      
policies.  The petition was subsequently withdrawn by the                       
petitioner.  The license renewal applications for KTTU-TV disclosed             
a number of instances in which KTTU had exceeded the FCC's                      
limitations governing the number of commercial announcements which              
can appear during programming directed primarily at children.  The              
Company's other stations come up for license renewal at various                 
times in the future.                                                            
Multiple Ownership Restrictions.  The FCC has promulgated           
rules that limit the ability of individuals and entities to own or              
have an ownership interest above a certain level (an "attributable"             
interest) in broadcast stations, as well as other mass media                    
entities.  All officers and directors of a licensee, as well as                 
stockholders who own five percent or more of the outstanding voting             
stock of a licensee (either directly or indirectly), will generally             
be deemed to have an "attributable" interest.  Certain                          
institutional investors who exert no control or influence over a                
licensee may own up to ten percent of such outstanding voting stock             
before attribution occurs.  Under FCC regulations, debt                         
instruments, non-voting stock, certain limited partnership                      
interests and voting stock held by non-majority stockholders in                 
cases in which there is a single majority stockholder are generally             
not subject to attribution.  The FCC has initiated an inquiry into              
liberalizing several of these attribution standards and modifying               
others.  It is unlikely that this inquiry will be concluded before              
the second half of 1995, and there can be no assurance that any of              
these standards will be changed.  The FCC's cross-interest policy,              
which precludes an individual or entity from having a "meaningful"              
but not "attributable" interest in one media property and an                    
"attributable" interest in a broadcast, cable, or newspaper                     
property in the same area, may be invoked in circumstances to reach             
interests not expressly covered by the multiple ownership rules.                
The FCC's multiple ownership rules include limits on the          
number of radio and television stations that may be owned both on               
a national and a local basis.  On a national basis, the rules                   
generally limit any individual or entity from having an                         
attributable interest in more than 12 television stations.                      
Moreover, the aggregate audience reach of the co-owned television               
stations may not exceed 25% of all U.S. households.  An individual              
may hold an attributable interest in up to 14 television stations               
(or stations with a combined audience of 30% of all U.S.                        
households) if at least two of the stations are controlled by a                 
member of an ethnic minority.                                                   
In 1992, the FCC adopted substantial changes to its                 
restrictions on the ownership of radio stations.  The new rules                 
allow a single entity to control as many as twenty AMs and twenty               
FMs.  As to ownership within a given market, the maximum varies                 
depending on the number of radio stations within the market.  In                
markets with fewer than fifteen stations, a single entity may                   
control three stations (no more than two of which can be FM),                   
provided that the combination represents less than fifty percent of             
the stations in the market.  In contrast, in markets with fifteen               
or more radio stations, a single entity may control as many as two              
AM and two FM stations, provided that the combined audience share               
of the stations does not exceed twenty-five percent.                            
Also in 1992, the FCC placed limitations on local marketing           
agreements ("LMAs") through which the licensee of one radio station             
provides programming for another licensee's station in the same                 
market.  Stations operating in the same service (e.g., where both               
stations are FM) and in the same market are prohibited from                     
simulcasting more than twenty-five percent of their programming.                
Moreover, in determining the number of stations a single entity may             
control, an entity programming a station pursuant to an LMA is                  
required, under certain circumstances, to count that station toward             
its national ownership maximum.                                                 
The FCC also limits the common ownership of broadcast stations        
with overlapping service areas, combined local ownership of a                   
newspaper and a broadcast station, and combined local ownership of              
a cable television system and a television station.  FCC rules                  
currently allow an entity to have an attributable interest in only              
one television station in a market (the "one-to-a-market rule").                
However, the Company has applied for and obtained a waiver of this              
restriction to permit common ownership of radio and television                  
facilities in Wichita, Kansas.                                                  
In January 1995, the FCC issued a Further Notice of Proposed          
Rulemaking in order to seek additional comment in an outstanding                
rulemaking proceeding in which it had proposed to modify both its               
national and local limits on television ownership.  On the national             
level, the FCC seeks comment on whether to increase both the number             
of stations and the permissible audience reach of stations in which             
a single entity may have an attributable interest.  At the local                
level, the FCC asks whether it should narrow the geographic scope               
of its duopoly rules, which currently prohibit a single entity from             
owning two television stations with overlapping Grade B signal                  
contours (which typically range from 50 to 70 miles in radius).                 
The FCC asks whether the standard should be set at the Grade A                  
signal contours (which typically range from 30 to 45 miles in                   
radius) and whether it should allow common ownership of two TV                  
stations in the same market under limited circumstances.  The FCC               
also seeks comment on whether to relax or eliminate the                         
one-to-a-market rule, which generally restricts common ownership of             
a television and radio station in the same market.  In addition,                
the Commission seeks comment on issues of control and attribution               
with respect to local marketing agreements ("LMAs") entered into by             
television stations.                                                            
Also, in January 1995, the FCC issued a Notice of Proposed            
Rulemaking concerning its broadcast attribution rules.  Among the               
issues on which comment is sought are (i) whether to change the                 
voting stock attribution benchmarks from five percent to ten                    
percent and, for passive investors, from ten percent to twenty                  
percent; (ii) whether there are any circumstances in which                      
non-voting stock interests, which are currently considered                      
non-attributable, should be considered attributable; (iii) whether              
the FCC should eliminate its single majority shareholder exception              
(pursuant to which voting interests in excess of five percent are               
not considered cognizable if a single majority shareholder owns                 
more than fifty percent of the voting stock); (iv) whether to relax             
insulation standards for business development companies and other               
widely-held limited partnerships; (v) how to treat limited                      
liability companies and other new business forms for attribution                
purposes; (vi) whether to eliminate or codify the cross-interest                
policy; and (vii) whether to adopt a new policy which would                     
consider whether multiple "cross interests" or other significant                
business relationships (such as time brokerage agreements, debt                 
relationships, or holdings of nonattributable interests), which                 
individually do not raise concerns, raise issues with respect to                
diversity and competition.                                                      
In addition, Congress is considering legislation to modify the        
FCC's multiple ownership rules.  Legislation under consideration in             
the Senate proposes the total repeal of all such rules.                         
The Company is unable to predict what, if any, changes the FCC        
or Congress may order to the FCC's multiple ownership or                        
attribution rules or the effect, if any, on the Company or its                  
activities should the rules be changed.  The Company does not                   
anticipate that these proceedings will be concluded until late 1995             
at the earliest.  Expansion of the Company's broadcast operations               
in particular areas and nationwide will continue to be subject to               
the FCC's ownership rules and any changes the agency may adopt.                 
Alien Ownership Restrictions.  The Communications Act restricts         
the ability of foreign entities or individuals to own or hold                   
interests in broadcast licenses.  Foreign governments,                          
representatives of foreign governments, non-citizens,                           
representatives of non-citizens, and corporations or partnerships               
organized under the laws of a foreign nation are barred from                    
holding broadcast licenses.  Non-citizens, collectively, may                    
directly or indirectly own up to twenty percent of the capital                  
stock of a licensee, but are prohibited from serving as officers or             
directors of such licensee.  In addition, a broadcast license may               
not be granted to or held by any corporation that is controlled,                
directly or indirectly, by any other corporation that has a non-                
citizen as an officer, more than one-fourth of whose directors are              
non-citizens, or more than one-fourth of whose capital stock is                 
owned or voted by non-citizens or their representatives, by foreign             
governments or their representatives, or by non-U.S. corporations,              
if the FCC finds that the public interest will be served by the                 
refusal or revocation of such license. The Company has been advised             
that the FCC staff has interpreted this provision of the                        
Communications Act to require an affirmative public interest                    
finding before a broadcast license may be granted to or held by any             
such corporation and the FCC has made such an affirmative finding               
only in limited circumstances.  The Company, which serves as a                  
holding company for its license subsidiaries, therefore may be                  
restricted from having (i) more than one-fourth of its stock owned              
directly or indirectly by non-citizens, foreign governments or                  
foreign corporations; (ii) an officer who is a non-citizen; and                 
(iii) more than one-fourth of its Board of Directors consisting of              
non-citizens.                                                                   
Congress is currently considering legislation which proposes          
to liberalize the alien ownership restrictions contained in the                 
Communications Act.  The Company is unable to predict what, if any,             
changes Congress may make to the alien ownership restrictions or                
the effect thereof upon the Company.                                            
The 1992 Cable Act.  On October 5, 1992, Congress enacted the         
Cable Television Protection and Competition Act of 1992 (The "1992              
Cable Act").  The FCC through its rules and regulations began                   
implementing the requirements of the 1992 Cable Act in 1993, and                
final implementation proceedings remain pending regarding certain               
of the rules and regulations previously adopted.  Certain statutory             
provisions, such as signal carriage, retransmission consent, and                
equal employment opportunity requirements, have a direct effect on              
television broadcasting.  Other changes are focused exclusively on              
the regulation of cable television but can still be expected to                 
have an indirect effect on the Company because of the competition               
between over-the-air television stations and cable systems.                     
The signal carriage, or "must carry," provisions of the 1992          
Cable Act require cable operators to carry the signals of local                 
commercial and non-commercial television stations and certain low               
power television stations.  Systems with 12 or fewer usable                     
activated channels and more than 300 subscribers must carry the                 
signals of at least three local commercial television stations.  A              
cable system with more than 12 usable activated channels,                       
regardless of the number of subscribers, must carry the signals of              
all local commercial television stations, up to one-third of the                
aggregate number of usable activated channels of such system.                   
The 1992 Cable Act also includes a retransmission consent             
provision that prohibits cable operators and other multi-channel                
video programming distributors from carrying broadcast stations                 
without obtaining their consent in certain circumstances.                       
The must carry and retransmission consent provisions are              
related in that a local television broadcaster, on a cable                      
system-by-cable system basis, must make a choice once every three               
years whether or not to proceed under the must carry rules or to                
waive that right to mandatory, but uncompensated, carriage and                  
negotiate a grant of retransmission consent to permit the cable                 
system to carry the station's signal, in most cases in exchange for             
some form of consideration from the cable operator.  Cable systems              
must obtain retransmission consent to carry all distant commercial              
stations other than "super stations" delivered via satellite.                   
Under rules adopted to implement these must carry and                 
retransmission consent provisions, local television stations were               
required to make an initial election of must carry or                           
retransmission consent by June 17, 1993.  Stations that failed to               
elect were deemed to have elected carriage under the must carry                 
provisions.  Other issues addressed in the FCC rules were market                
designations, the scope of retransmission consent, and procedural               
requirements for implementing the signal carriage provisions.                   
On April 8, 1993, a special three-judge panel of the U.S.               
District Court for the District of Columbia upheld the                          
constitutionality of the must carry provisions of the 1992 Cable                
Act.  However, on June 27, 1994, the U.S. Supreme Court, in a 5-4               
decision, vacated the lower court's judgment and remanded the case              
to the District Court for further proceedings.  Although the                    
Supreme Court found the must carry rules to be content-neutral and              
supported by legitimate governmental interests under appropriate                
constitutional tests, it also found that genuine issues of material             
fact still remained that must be resolved in a more detailed                    
evidentiary record.  As a result, a final determination of the                  
constitutionality of the must carry rules must now await a further              
fact-finding proceeding before the District Court and, most likely,             
another appeal to the Supreme Court of a new District Court                     
decision.  In the meantime, however, the FCC's new must carry                   
regulations implementing the 1992 Cable Act remain in effect.                   
The 1992 Cable Act also codified the FCC's basic equal                
employment opportunity ("EEO") rules and the use of certain EEO                 
reporting forms currently filed by radio and television broadcast               
stations.  In addition, pursuant to the Act's requirements, the FCC             
has adopted new rules providing for a review of the EEO performance             
of each radio and television station at the mid-point of its                    
license term (in addition to renewal time).  Such a review will                 
give the FCC an opportunity to evaluate whether the licensee is in              
compliance with the FCC's processing criteria and notify the                    
licensee of any deficiency in its employment profile.                           
Advanced Television Service.  The FCC also has begun to adopt             
rules for implementing advanced television service ("ATV"),                     
including high definition television ("HDTV"), in the United                    
States.  Implementation of ATV service will improve the technical               
quality of television.  The FCC has decided that it will set aside              
specific new channel allotments for ATV service.  Initial                       
eligibility for these channels will be limited to existing                      
television licensees and permittees authorized as of October 1991.              
These entities will be allowed three years to apply for the new                 
channels.  This three-year period and the other procedural                      
deadlines that the FCC has established will be measured from the                
effective date of the FCC's adoption of a new technical standard                
for ATV, once the FCC takes that action, or from the effective date             
of a proposed new Table of Allotments for ATV channels, whichever               
date is later.  This start date is expected to be mid-1996.                     
Broadcasters who receive a construction permit for an ATV channel               
will be required to construct their ATV facilities within six years             
of the start date.  The FCC also has adopted new rules for phasing              
in ATV service.  Under the FCC's plan, each television station                  
would be able to continue to provide conventional television                    
service on its regular channel until advanced television service                
has become the prevalent medium, at which time (currently thought               
to be 15 years from the start date) television broadcasters would               
be required to surrender their conventional television licenses.                
In late 1992, the FCC proposed broad objectives intended to govern              
the ATV channel allotment process and also proposed specific                    
criteria to be used in allotting ATV channels as well as a                      
preliminary ATV Table of Allotments.  These proposals are still                 
pending.  All of the FCC's decisions to date are expected to be                 
reviewed by the agency in 1995.                                                 
Telecommunications legislation may affect the implementation          
of ATV.  At least one bill under consideration by Congress would                
encourage the FCC to give broadcasters some flexibility in the use              
of their new channel assignments for HDTV and other services.  If               
broadcasters were to utilize new technologies to put broadcast                  
frequencies to non-broadcast uses, then broadcasters might increase             
their revenues, although they also might subject themselves to                  
spectrum use fees assessed by the FCC.  In addition, broadcasters               
might be afforded some flexibility to offer multi-program services              
of non-ATV quality during some parts of the day.  The benefits and              
costs of such services are not clear.                                           
If the FCC were to adopt a standard for ATV service that is         
inferior to the signal quality provided by competing video delivery             
technologies, if any, such action could have a negative impact on               
the audience and revenues for television stations.  Implementation              
of ATV service will impose additional equipment costs (a minimum of             
approximately $1.5 million per station for start-up) on television              
stations providing the new service.  While the Company believes the             
FCC will authorize ATV service in the U.S. by mid-1996, the Company             
cannot predict precisely when such authorization might be issued or             
the effect such authorization might have on the Company's business.             
Digital Audio Radio Service.  The FCC is also considering         
alternative systems for the delivery of digital audio radio service             
("DARS").  DARS systems could permit delivery of audio signals with             
fidelity comparable to compact discs.  The FCC has before it a                  
proposed spectrum allocation for satellite DARS and several                     
applications for satellite DARS licenses.  The FCC has also                     
undertaken an inquiry into the terrestrial broadcast of DARS                    
signals which addresses, among other things, the need for spectrum              
outside the existing FM band.  The Company cannot predict the                   
outcome of these proceedings or the impact thereof upon its                     
business.                                                                       
Video Dialtone Regulation.  Recent actions by the FCC,                  
Congress, and the courts all presage significant future involvement             
in the provision of video services by telephone companies.  The                 
Company cannot predict either the timing or the extent of such                  
involvement.  The FCC has already approved several applications to              
construct and operate a "video dialtone" system and has granted, in             
part, the first tariff filed to govern the rates and terms of a                 
"video dialtone" offering.  "Video dialtone" is defined by the FCC              
as the provision of a basic common carrier platform to multiple                 
video programmers on a non-discriminatory basis.  If a local                    
telephone company provides such a basic platform, it also may                   
provide enhanced and unregulated services related to the provision              
of video programming.                                                           
Existing law prohibits a local telephone company from                 
providing video programming directly to subscribers in its                      
telephone service area.  A series of recent U.S. district court                 
decision in Alabama, the District of Columbia, Illinois,                        
Washington, and Virginia have declared unconstitutional and have                
enjoined the Communications Act's ban on direct provision of video              
programming by a telephone company in its local service area.  The              
U.S. Courts of Appeals for the Fourth and Ninth Circuits have                   
affirmed the district court rulings brought before them on appeal.              
Both the House and the Senate are in the process of drafting bills              
that are expected to address cable/telephone company                            
cross-ownership issues.  Two leading Senate proposals, not yet                  
introduced as bills, contemplate a relatively permissive framework              
for entry by the telephone companies into cable.  It is expected                
that bills will be formally introduced late this year.  The Company             
cannot predict the outcome of these legislative efforts.                        
Direct Broadcast Satellite Systems.  The FCC has authorized           
the provision of programming directly to home subscribers through               
direct broadcast satellites ("DBS").  On December 17, 1993, Hughes              
Communications Galaxy ("Hughes"), an affiliate of the General                   
Motors Company, and United States Satellite Broadcasting Company                
("USSB") jointly launched a new high-powered satellite with 16                  
transponders, from which they can provide DBS service to the entire             
country.  In June 1994, Hughes and USSB initiated DBS service, and              
in August 1994 they launched a second satellite which is now                    
operational.  In December 1994, two DBS permitees, EchoStar                     
Satellite Corporation and Directsat Corporation, merged their DBS               
authorizations.  Service from these permittees is expected to                   
commence in 1995.  In addition, Advanced Communications Corporation             
has applied for authority to assign its DBS authorizations to TEMPO             
DBS, Inc. which plans to initiate service in 1996.  The other                   
parties that hold authorizations to provide DBS service have not                
launched their proposed satellites.  The Company cannot predict the             
impact of this new service upon its business.                                   
Proposed Legislation and Regulation.  Congress and the FCC        
currently have under consideration, and may in the future adopt,                
new laws, regulations and policies regarding a wide variety of                  
matters which could, directly or indirectly, affect the operation               
and ownership of the Company's broadcast properties.  In addition               
to the proposed changes noted above, such matters include, for                  
example, the license renewal process, particularly the weight to be             
given to the expectancy of renewal for an incumbent broadcast                   
licensee, the  criteria to be applied in deciding contested renewal             
applications, spectrum use fees, political advertising rates,                   
potential advertising restrictions on the advertising of certain                
products (e.g., beer and wine), the rules and policies to be                    
applied in enforcing the FCC's equal employment opportunity                     
regulations, reinstitution of the Fairness Doctrine, the standards              
to govern evaluation of television programming directed toward                  
children, violent and indecent programming, and elimination or                  
modification of the prime time access rule.  Other matters that                 
could affect the Company's broadcast properties include                         
technological innovations and developments generally affecting                  
competition in the mass communications industry, such as the recent             
initiation of direct broadcast satellite service, and the continued             
establishment of wireless cable systems and low power television                
stations.                                                                       
The FCC is presently seeking comment on its policies designed           
to increase minority ownership of mass media facilities.  At the                
same time, the recent announcement of a sale of cable properties                
involving a minority tax certificate with potential large tax                   
consequences has prompted Congress to consider whether the minority             
tax certificate program should be modified or eliminated.  As of                
March 15, 1995, the House and the Senate Finance Committee had                  
taken action intended to eliminate the program.  The Company cannot             
predict whether the FCC or Congress ultimately will take any action             
to modify or rescind the minority tax certificate program.                      

Pending License Applications                                                    

At year end, the Company had filed with the FCC for the transfer          
of the licenses of radio station WYLD-FM in New Orleans, LA.  This              
was granted in March 1995.  In addition, the Company has filed with             
the FCC the following applications for additional licenses in the               
markets indicated:                                                              

Market                   Type of License                              
Des Moines, Iowa                     FM                                         

To date, the FCC has not acted upon any of the pending license          
applications the Company has filed.                                             

ITEM 2.  Properties                                                             

The following table sets forth certain information describing the               
general character of the Company's properties:                                  

                          Owned or       Approximate
Metropolitan Area                       Leased_           Size____              

San Antonio, Texas                                                              
Corporate headquarters                       L            7,500'              
WOAI, KTKR, KQXT & KAJA                                                       
studios and offices                         L           15,000'             
Site for WOAI tower and transmitter          O           13 acres             
Site for WOAI microwave relay                L              -                 
Site for KTKR tower and transmitter          O           52 acres             
Site for KAJA tower                          L              -                 
Site for KAJA transmitter                    L               300'             
Site for KQXT transmitter                    L               -                
Site of former WOAI tower                    O            23 acres            

Tulsa, Oklahoma                                                                 
KMOD & KAKC studios and offices              L             5,000'             
Site for KAKC tower and transmitter          L            24 acres            
Site for KMOD tower and transmitter          L                -               
KOKI and KTFO studios and offices            L           14,000'              
Site for KOKI tower and transmitter          O            45 acres            

Beaumont/Port Arthur, Texas                                                     
KALO studios and offices                     O            3,500'              
Site for KALO tower and transmitter          O            22 acres            

Houston, Texas                                                                  
KHYS studios and offices                     L            6,328'              
Site for KHYS tower and transmitter          O            32 acres            
KBXX studios and offices                     L            5,500'              
Site for KBXX tower and transmitter          L               -                

Austin, Texas                                                                   
KHFI & KPEZ studios and offices              L            9,500'              
Site for KHFI tower and transmitter          L                -               
Site for KPEZ tower and transmitter          L                -               

Oklahoma City, Oklahoma                                                         
KTOK, KJYO, KEBC & ONN studios and offices   L           13,000'              
Site for KTOK tower and transmitter          O           100 acres            
Site for KJYO tower and transmitter          L               -                
Site for KEBC tower and transmitter          L               -                

New Orleans, Louisiana                                                          
WYLD, WODT & WQUE studios and offices        O           15,000'              
Site for WODT tower and transmitter          L            22 acres            
Site for WQUE tower and transmitter          L                -               
Site for WYLD-FM tower and transmitter       L                -               
Site for WYLD-AM tower and transmitter       L                -               
Site for standby WODT tower and transmitter  O            30 acres            

New Haven, Connecticut                                                          
WELI, WAVZ & WKCI studios and office         O             9,600'             
Site for WELI tower and transmitter          O            30 acres            
WKCI & WAVZ former studios and offices       O             4,200'             
Site for WKCI tower and transmitter          L                -               
Site for WAVZ tower and transmitter          O             4,200'             

Louisville, Kentucky                                                            
WHAS, WAMZ and KSN studios and offices       L            12,500'             
Site for WHAS tower and transmitter          O           104 acres            
Site for WAMZ tower and transmitter          O            14 acres            

Richmond, Virginia                                                              
WRVA, WRVH & VNN studios and offices         O           18,000'              
Site for WRVQ & WRVA towers and transmitters O           126 acres            
WRVQ & WRXL studios and offices              O            8,750'              
Site for WRXL & WRVH towers                  O            15 acres            
Site for WRXL & WRVH  transmitters           O            2,500'              

Tampa, Florida                                                                  
WRBQ-AM/FM studios and offices               L           11,000'              
Site for WRBQ-AM tower and transmitter       O             5 acres            
Site for WRBQ-FM tower and transmitter       L              -                 
WMTX-AM/FM studios and offices               L            9,000'              
Site for WMTX-AM tower and transmitter       L              -                 
Site for WMTX-FM tower and transmitter       L              -                 

Miami/Ft. Lauderdale, Florida                                                   
WHYI & WBGG studios and offices              L           12,500'              
Site for WHYI tower and transmitter          L               -                
Site for WBGG tower and transmitter          L               -                

Cleveland, Ohio                                                                 
WNCX and WERE studios and offices            L           10,500'              
Site for WERE & WNCX tower and transmitters  O            38 acres            

Mobile, Alabama                                                                 
WPMI & WJTC studios and offices              O           18,800'              
Site for WPMI tower and transmitter          O            10 acres            
WPMI sales office (Pensacola, Florida)       L             2,900'             

Jacksonville, Florida                                                           
WAWS studios and offices                     O           10,000'              
Site for WAWS tower and transmitter          L          1.6 acres             
                                            co-located
Tucson, Arizona                                                                 
KTTU General offices                         L              300'              

Wichita, Kansas                                                                 
KSAS studio and offices                      L           10,000'              
Site for KSAS tower and transmitter (Cold.)  O            2,000'              
Site for KSAS tower and transmitter (Salina) L               -                

Memphis, Tennessee                                                              
WPTY studio and offices                     O           15,000'             
WLMT studio and offices                     L            7,000'             
Site for WPTY tower and transmitter         L               -               
Site for WLMT tower and transmitter         O            33 acres           

Minneapolis, Minnesota                                                          
WFTC studio and offices                     L           19,200'             
Site for WFTC tower and transmitter         L              -                

Albany, New York                                                                
WXXA studio and offices                     L            15,000'            
Site for WXXA tower and transmitter         L               -               

Little Rock, Arkansas                                                           
KLRT & KASN studio and offices              O           19,000'             
Site for KLRT tower and transmitter         L               -               

ITEM 3.  Legal Proceedings                                                      

The Company from time to time becomes involved in various             
claims and lawsuits incidental to its business, including                       
defamation actions.  In the opinion of management, after                        
consultation with counsel, any ultimate liability arising out of                
currently pending claims and lawsuits will not have a material                  
effect on the financial condition or operations of the Company.                 

ITEM 4.  Submission of Matters to a Vote of Security Holders                    

There were no matters submitted to a vote of security holders         
in the fourth quarter of fiscal year 1994.                                      

PART II               

ITEM 5.  Market for Registrant's Common Equity and Related                      
Stockholder Matters                                                             

The information required by Item 5 is incorporated by reference           
to the information set forth on page 31 of the Company's Annual                 
Report.  Presently, the Company expects to retain its earnings for              
the development and expansion of its business and does not                      
anticipate paying any dividends in 1995.  However, any future                   
decision by the Board of Directors to pay cash dividends will                   
depend, among other factors, on the Company's earnings, financial               
position, capital requirements and loan covenant restrictions.                  
The Company's current bank credit agreement allows for the            
payment of dividends subject to certain loan covenant restrictions.             
There are no restrictions on dividends payable wholly in capital                
stock of the Company.                                                           

ITEM 6.  Selected Financial Data                                                

The information required by Item 6 is incorporated by                 
reference to the information set forth under the caption "Selected              
Financial Data" on page 32 of the Company's Annual Report.                      

ITEM 7.  Management's Discussion and Analysis of Financial                      
Condition and Results of Operations                                             

The information required by Item 7 is incorporated by                 
reference to the information set forth under the caption                        
"Management's Discussion and Analysis of Financial Condition and                
Results of Operations" on pages 14 through 16 of the Company's                  
Annual Report.                                                                  

ITEM 8.  Financial Statements and Supplementary Data                            

The information required by Item 8 and the Report of                  
Independent Auditors is incorporated by reference to pages 17                   
through 31 of the Company's Annual Report.                                      

ITEM 9.  Changes in and Disagreements with Accountants on                       
Accounting and Financial Disclosure                                             

Not Applicable                                                        

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PART III      

ITEM 10.  Directors and Executive Officers of the Registrant                    

The information required by Item 10 with respect to the directors and 
nominees for election to the Board of Directors of the Company is               
incorporated by reference to the information set forth under the caption        
"Election of Directors", page 3 and 4 of the Company's Definitive Proxy         
Statement dated March 15, 1995.                                                 
The following information is submitted with respect to the executive  
officers of the Company as of year end.                                         

Age on                                
               December 31,                                      Officer
Name                   1994               Position                    Since     

L. Lowry Mays          59        President/Chief Executive Officer     1972     

Herbert W. Hill, Jr.   35        Vice President/Controller             1989     

Mark P. Mays           31        Senior-Vice President/Operations      1989     

Randall T. Mays        29        Vice President/Treasurer              1993     

Kenneth E. Wyker       33        Vice President Legal Affairs          1993     

James D. Smith         45        Regional Vice President, Oklahoma     1985     

Stanley M. Shields     64        Vice President GM WELI-AM             1985     

Earnest James          50        Vice President GM WYLD, WODT-AM &              
                                              WQUE-FM             1992

Stan Webb              51        Vice President GM KHFI KPEZ FM        1978     

Robert T. Cohen        37        Vice President GM KAJA & KQXT FM      1990     

Robert R. Scherer      53        Vice President GM WAMZ-FM, WHAS-AM    1986     

Jere T. West           44        Vice President GM ONN                 1987     

Bill Hill              62        Vice President & Director of Trades   1987     

Dave Ross              44        Vice President GM WHYI-FM, WBGG-FM    1994     

Elizabeth Kocurek      43        Vice President GM WOAI & KTKR AM      1994     

Jon Pinch              46        Vice President GM WMTX-AM/FM          1994     

Miles Chandler         48        Vice President GM KJYO-FM, KEBC-FM             
                                              & KTOK-AM           1990

Faith Zila             41        Vice President GM WKCI-FM,WAVZ-AM     1992     

Walt Tiburski          47        Vice President GM WNCX-FM, WERE-AM    1994     

Carl McNeill           43        Vice President GM WRVA & WRNL AM      1992     

Linda Forem            42        Vice President GM WRVQ & WRXL FM      1993     

David Manning          43        Vice President GM WRBQ-AM/FM          1993     

Carl Hamilton          43        Vice President GM KBXX-FM             1994     

J. Daniel Sullivan     43        President Clear Channel Television    1988     

Andy Comegys           39        Vice President GM WPMI-TV             1994     

Josh McGraw            44        Vice President GM WAWS-TV             1991     

William A. Riordan     37        Vice President GM WFTC-TV             1990     

Hal Capron             50        Vice President GM KOKI-TV             1993     

Steve Spendlove        39        Vice President GM KSAS-TV             1993     

David D'Antuono        35        Vice President GM WXXA-TV             1991     

Jack Peck              38        Vice President GM WPTY-TV             1992     

Jerry Whitener         53        Vice President GM KLRT-TV             1994     

John Binkley           51        President Clear Channel Productions   1994     

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The officers named above serve until the next Board of                  
Directors meeting immediately following the Annual Meeting of                   
Shareholders.                                                                   
Mr. L. Mays is the founder of the Company and has been the            
President and Chief Executive Officer of the Company and its                    
predecessor since 1972.  He has been a director of the Company                  
since its inception.                                                            
Mr. H. Hill has been the Vice President/Controller of the             
Company since January, 1989.  He has been the Principal Financial               
Officer of the Company since June 1991.                                         
Mr. M. Mays has been Senior Vice President of Operations since        
1993, prior thereto he was Vice President and Treasurer of the                  
Company for the remainder of the relevant five year period.                     
Mr. R. Mays, prior to his election as an officer in 1993, was         
an associate for Goldman Sachs.  Prior thereto he was a graduate                
student at Harvard University for the remainder of the relevant                 
five year period.                                                               
Mr. K. Wyker, prior to his election as an officer in 1993, was        
Corporate Counsel at Greater Media for the remainder of the                     
relevant five year period.                                                      
Mr. J. Smith has been an officer of the Company and Regional          
Vice President of Oklahoma for the relevant five year period.                   
Currently, he is serving as General Manager of KMOD-FM and KAKC-AM.             
Mr. S. Shields has been an officer of the Company serving as          
General Manager of WELI-AM for the relevant five year period. Mr.               
Shields retired in January 1995.                                                
Mr. E. James, prior to his election as an officer in 1994, was        
a loan officer for the small business administration disaster loan              
program, prior thereto Mr. James was a business and radio broadcast             
consultant for the remainder of the relevant five year period.                  
Mr. S. Webb has been a Vice President and an officer of the           
Company since 1978.  During the previous five years, Mr. Webb has               
served as Vice President and General Manager of KAJA-FM, KHFI-FM                
and KPEZ-FM.                                                                    
Mr. R. Cohen has been a Vice President and an officer of the          
Company since 1990.  He has served as General Manager of KAJA-FM                
and KQXT-FM for the relevant five year period.                                  
Mr. R. Scherer has been a Vice President and officer of the           
Company for the relevant five year period serving as General                    
Manager of WHAS-AM, WAMZ-FM and the Kentucky State Network.                     
Mr. J. West has been a Vice President and officer of the              
Company for the relevant five year period serving as General                    
Manager of the Oklahoma News Network.                                           
Mr. B. Hill has been a Vice President and officer of the              
Company for the relevant five year period.  Currently, he is                    
serving in the capacity of Director of Corporate Trades.                        
Mr. D. Ross, prior to his election as an officer of the               
Company in 1994, was Executive Vice President and General Manager               
of WHYI-FM under Metroplex Communications, Inc. for the remainder               
of the relevant five year period.                                               
Ms. E. Kocurek, prior to her election as an officer of the            
Company in 1994, was employed as General Sales Manager of WOAI-AM               
for the remainder of the relevant five year period.                             
Mr. J. Pinch, prior to his election as an officer of the              
Company in 1994, was employed as General Manager of WMTX-AM/FM                  
under Metroplex Communications, Inc. for the remainder of the                   
relevant five year period.                                                      
Mr. M. Chandler has been a Vice President and an officer of           
the Company for the relevant five year period.  Currently, he is                
General Manager of KTOK-AM, KJYO-FM and KEBC-FM.                                
Ms. F. Zila, prior to her election as an officer of the               
Company in 1992, was employed as General Manager of WKCI-FM and                 
WAVZ-AM for the remainder of the relevant five year period.                     
Mr. W. Tiburski, prior to his election as an officer of the           
Company in 1994, was employed as General Manager of WNCX-FM and                 
WENZ-AM, prior thereto he owned and operated his own broadcasting               
brokerage and consulting firm for the remainder of the relevant                 
five year period.                                                               
Mr. C. McNeill, prior to his election as an officer of the            
Company in 1992, was employed as the General Sales Manager of                   
WRVA-AM for the remainder of the relevant five year period.                     
Ms. L. Forem, prior to her election as an officer of the              
Company in 1993, was employed as General Sales Manager of WRVQ-FM               
for the remaining portion of the relevant five year period.                     
Mr. D. Manning, prior to his election as an officer of the            
Company in   1993, was President of Five Star Communications,                   
prior thereto he was Chief Operations Officer for Capstar                       
Communications for the remainder of the relevant five year period.              
Mr. C. Hamilton, prior to his election as an officer of the           
Company in 1994, was employed as the Vice President and General                 
Manager of KBXX-FM for the remainder of the relevant five year                  
period.                                                                         
Mr. D. Sullivan has been an officer of the Company and                
President of Clear Channel Television for the relevant five year                
period.                                                                         
Mr. A. Comegys, prior to his election as an officer of the            
Company in 1994, was the General Sales Manager for WFTC-TV from                 
October 1993 to November 1994, prior thereto he was General Sales               
Manager of WAWS-TV for the remainder of the relevant five year                  
period.                                                                         
Mr. J. McGraw, prior to his election as an officer of the             
Company in 1991, was employed as the Vice President and General                 
Manager of WPXC-TV in Portland, Maine for the remainder of the                  
relevant five year period.                                                      
Mr. W. Riordan has been an officer of the Company for the             
relevant five year period.  Mr. Riordan served as General Manager               
of KSAS-TV from 1990 to 1993.  Currently, he is General Manager of              
WFTC-TV.                                                                        
Mr. H. Capron, prior to his election as an officer of the             
Company in 1993, was the General Sales Manager for KOKI-TV from                 
August 1991 to February 1993, prior thereto he was General Sales                
Manager of KOFY-TV in San Francisco, California for the remainder               
of the relevant five year period.                                               
Mr. S. Spendlove, prior to his election as an officer of the          
Company in 1993,  was the General Sales Manager of KSAS-TV from May             
1992 through September 1993, prior thereto Mr. Spendlove was                    
employed by KICU-TV in San Jose, California as the National Sales               
Manager for the remainder of the relevant five year period.                     
Mr. D. D'Antuono, prior to his election as an officer of the          
Company in 1992, served as General Sales Manager for WPMI-TV for                
the remainder of the relevant five year period.  Currently, he is               
General Manager of WXXA-TV.                                                     
Mr. J. Peck, prior to his election as an officer of the               
Company in 1992, was employed as General Sales Manager for WPTY-TV              
for the remainder of the relevant five year period.                             
Mr. J. Whitener, prior to his election as an officer of the           
Company in 1994, was employed as General Manager for KLRT-TV since              
August of 1991, prior thereto Mr. Whitener was the General Sales                
Manager of KOKI-TV for the remainder of the relevant five year                  
period.                                                                         
Mr. J. Binkley, prior to his election as an officer of the            
Company in 1994, was President and CEO of B&G Communications, Inc.              
for the remainder of the relevant five year period.                             
There is no family relationship between any of the executive          
officers of the Company except that Mark P. Mays, Senior Vice                   
President Operations, and Randall T. Mays, Vice President and                   
Treasurer, are the sons of the President and Chief Executive                    
Officer, L. Lowry Mays.                                                         

ITEM 11.  Executive Compensation                                                

The information required by Item 11 is incorporated by                
reference to the information set forth under the caption "Executive             
Compensation" on pages 5 through 8 of the Company's Definitive                  
Proxy Statement dated March 15, 1995.  Cash Compensation excludes               
personal benefits and other forms of non-cash compensation, the                 
aggregate value of which did not exceed the lesser of $25,000 or                
10% of the cash compensation shown for each officer.  Directors who             
are not also officers of the Company receive $5,000 for each                    
meeting of the Board of Directors they attend and are reimbursed                
for travel expenses.  Those Board members on the Compensation                   
Committee receive $500 for each meeting they attend.                            

ITEM 12.  Security Ownership of Certain Beneficial Owners and                   
Management                                                                      

The information required by Item 12 is incorporated by                
reference to the Company's Definitive Proxy Statement dated March               
15, 1995 on pages 2 through 4.  Except as described therein, no                 
other individual owns 5% or more of the outstanding Common Stock.               

ITEM 13.  Certain Relationships and Related Transactions                        

The information required by Item 13 is incorporated by                
reference to the Company's Definitive Proxy Statement dated March               
15, 1995 on pages 13 and 14.                                                    

PART IV               

ITEM 14. Exhibits, Financial Statement Schedules and Reports on                 
Form 8-K                                                                        

(a)1  Financial Statements.  The following consolidated                   
financial statements are incorporated by reference                              
to the Registrant's Annual Report on pages 17 through 31.                       

Report of Independent Auditors                              

Consolidated Balance Sheets as of December 31, 1994 and     
1993.                                                       

Consolidated Statements of Earnings for the Years Ended     
December 31, 1994, 1993 and 1992.                           

Consolidated Statements of Changes in Shareholders'         
Equity for the Years Ended December 31, 1994, 1993 and      
1992.                                                       

Consolidated Statements of Cash Flows for the Years Ended   
December 31, 1994, 1993 and 1992.                           

Notes to Consolidated Financial Statements                  

(a)2  Financial Statement Schedules.  The following financial             
statement schedules for the years ended December 31, 1994, 1993 and             
1992 are filed as part of this report and should be read in                     
conjunction with the financial statements.                                      

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SCHEDULE II                                                                     
VALUATION AND QUALIFYING ACCOUNTS                                               
Allowance for doubtful accounts                                                 
     Charges
                Balance at    to Costs,     Write-off    Balance
                 Beginning      Expenses    of Accounts  at end of
Description              of period     and other    Receivable    Period        
---------------------   ----------     ---------   ------------ ----------      
         $1,512,703(1)
       1,094,093
Year ended                            ----------                                
December 31, 1992      $689,919      $2,606,796    $1,517,403  $1,779,312     
                  ========      ==========    ==========  ==========

         $1,639,545(1)
       1,224,460
Year ended                            ----------                                
December 31, 1993     $1,779,312     $2,864,005    $1,616,532  $3,026,785     
                 ==========     ==========    ==========  ==========

         $  442,490(1)
       1,394,535
Year ended                            ----------                                
December 31, 1994     $3,026,785     $1,837,025    $1,746,314  $3,117,496     
                 ==========     ==========    ==========  ==========

(1) Allowance on accounts receivable acquired in acquisitions net of deletion   
related to dispositions.                                                        

SCHEDULE II                                                                     
VALUATION AND QUALIFYING ACCOUNTS                                               
Accumulated Amortization of Intangibles                                         

     Charges
                Balance at    to Costs,                  Balance
                 Beginning      Expenses                 at end of
Description              of period     and other   Deletions(1)  Period         
---------------------   ----------     ---------   ------------ ----------      

Year ended                                                                      
December 31, 1992     $10,168,405    $5,702,131       $72,517   $15,798,019   
                   ===========    ==========       =======   ===========

Year ended                                                                      
December 31, 1993     $15,798,019    $8,230,280         -       $24,028,299   
                   ===========    ==========       =======   ===========

Year ended                                                                      
December 31, 1994     $24,028,299    $12,029,436    $2,195,935  $33,861,800   
                   ===========    ===========    ==========  ===========
(1)  Related to disposition of stations and fully amortized intangible          
assets.                                                                         
   All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not         
required under the related instructions or are inapplicable, and therefore      
have been omitted.                                                              

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(a)3  Exhibits.  Refer to (c) below.                                          

(b) Reports on Form 8-K.  A report on form 8-K dated December 14,             
1994 was filed during the fourth quarter of 1994 with respect to                
the acquisition of substantially all of the television broadcasting             
assets of WXXA-TV in Albany, NY on December 1, 1994.  The                       
television station were previously operated by Heritage                         
Broadcasting, Inc. and therefore separate financial statements of               
the station were not available.  Audited balance sheets for the                 
year ended December 31, 1993 and proforma condensed statements of               
consolidated operations for the year ended December 31, 1993, as                
well as the unaudited interim statement of operations as of                     
September 30, 1994 were filed as an amendment to this 8-K on Form               
8-KA dated February 12, 1995.                                                   

(c) Exhibits                                                                  

(a) 3.1  -- Articles of Incorporation, as amended, of Registrant                
(a) 3.2  -- Amended and Restated Bylaws of Registrant                           
(a) 4  --   Buy-Sell Agreement among Clear Channel Communications,              
Inc., L. Lowry Mays, B. J. McCombs, John M. Schaefer    
and John W. Barger dated May 31, 1977.                  
(i) 4.1  -- Revolving Credit and Term Loan Agreement, dated as of               
October 1, 1984, by and among Clear Channel             
Communications, Inc., The Signatory Banks Hereto, and   
The Bank of New York, as Agent.                         
4.3  --   Amendment No. 1, dated as of August 25, 1986, to the              
Revolving Credit and Term Loan Agreement, dated as of   
October 1, 1984, by and among Clear Channel             
Communications, Inc., The Signatory Banks thereto and   
The Bank of New York as Agent.                          
(i) 4.4  -- Amended and Restated Credit Agreement by and among                  
Clear Channel Television, Inc., NCNB Texas National     
Bank, Texas Commerce Bank and NCNB Texas National Bank  
as administrative lender.                               
(i) 4.5  -- Amendment No. 2, dated as of December 31, 1986, to the              
Revolving Credit and Term Loan Agreement, dated as of   
October 1, 1984, by and among Clear Channel             
Communications, Inc., the Signatory Banks thereto and   
The Bank of New York, as Agent, as amended by Amendment 
No. 1, dated as of August 25, 1986.                     
(i) 4.6  -- Amendment No. 3, dated as of December 27, 1988, to the              
Revolving Credit and Term Loan Agreement, dated as of   
October 1, 1984, by and among Clear Channel             
Communications, Inc., the Signatory Banks and The Bank  
of New York, as Agent, as amended by Amendment No. 1,   
dated as of August 25, 1986, and Amendment No. 2, dated 
as of December 31, 1986.                                
(i) 4.7  -- Amendment No. 4, dated as of December 31, 1988, to the              
Revolving Credit and Term Loan Agreement, dated as of   
October 1, 1984, by and among Clear Channel             
Communications, Inc., the Signatory Banks and The Bank  
of New York, as Agent, as amended by Amendment No. 1,   
dated as of August 25, 1986, Amendment No. 2, dated as  
of December 31, 1986, and Amendment No. 3, dated as of  
December 27, 1988.                                      
(i) 4.8  -- Amendment No. 5, dated as of July 14, 1989, to the                  
Revolving Credit and Term Loan Agreement, dated as of   
October 1, 1984, by and among Clear Channel             
Communications, Inc., the Signatory Banks thereto and   
The Bank of New York, as Agent, as amended by Amendment 
No. 1, dated as of August 25, 1986, Amendment No. 2,    
dated as of December 31, 1986, Amendment No. 3, dated   
as of December 27, 1988, and Amendment No. 4, dated as  
of December 31, 1988.                                   
(i) 4.9  -- Amendment No. 6 and Waiver No. 1, dated as of September             
30, 1989, to the Revolving Credit and Term Loan         
Agreement, dated as of October 1, 1984, by and among    
Clear Channel Communications, Inc. The Signatory Banks  
thereto and The Bank of New York, as Agent, as amended  
by Amendment No. 1, dated as of August 25, 1986,        
Amendment No. 2, dated as of December 31, 1986,         
Amendment No. 3, dated as of December 27, 1988,         
Amendment No. 4, dated as of December 31, 1988, and     
Amendment No. 5, dated as of July 14, 1989.             
(i) 4.10 -- Amendment No. 7, dated as of March 31, 1990, to the                 
Revolving Credit and Term Loan Agreement, dated as of   
October 1, 1984, by and among Clear Channel             
Communications, Inc., The Signatory Banks thereto and   
The Bank of New York, as Agent, amended by Amendment    
No. 1, dated as of August 25, 1986, Amendment No. 2,    
dated as of December 31, 1986, Amendment No. 3, dated   
as of December 27, 1988, Amendment No. 4, dated as of   
December 31, 1988, Amendment No. 5, dated as of July    
14, 1989, and Amendment No. 6 and Waiver No. 1, dated   
as of September 30, 1989.                               
(a)10.16 -- Incentive Stock Option Plan of Clear Channel                        
Communications, Inc. dated as of January 1, 1984.       
(c)10.18 -- Radio Asset Purchase Agreement dated June 9, 1986, by               
and between WHAS, Inc. and Clear Channel                
Communications, Inc.                                    
(c)10.19 -- Letter from George N. Gill, dated September 1, 1986,                
amending the Radio Asset Purchase Agreement dated June  
9, 1986, by and between WHAS, Inc. and Clear Channel    
Communications, Inc.                                    
(d)10.20 -- Television Asset Purchase Agreement dated December 30,              
1988, by and between Michigan Energy, Inc. and Clear    
Channel Television, Inc.                                
(f)10.22 -- Television Asset Purchase Agreement dated January 31,               
1989, as amended by and between the Roman Catholic      
Diocese of Tucson and Clear Channel Television, Inc.    
(g)10.23 -- Television Asset Purchase Agreement dated August 25,                
1989, by and between Malrite of Jacksonville, Inc. and  
Clear Channel Television, Inc.                          
(h)10.25 -- Television Asset Purchase Agreement dated July 31,                  
1990, by and between Channel 24, Ltd., Debtor in        
Possession and Clear Channel Television, Inc.           
(i)10.26 -- Station Affiliation Agreement between Fox Broadcasting              
Company and Clear Channel Television, Inc. for the      
carriage of programming over WPMI-TV, Mobile, Alabama,  
dated June 13, 1989.                                    
(i)10.27 -- Station Affiliation Agreement between Fox Broadcasting              
Company and Clear Channel Television, Inc. for the      
carriage of programming over WAWS-TV, Jacksonville,     
Florida, dated August 16, 1989.                         
(i)10.28 -- Station Affiliation Agreement between Fox Broadcasting              
Company and Clear Channel Television, Inc. for the      
carriage of programming over KOKI-TV, Tulsa, Oklahoma,  
dated December 28, 1989.                                
(i)10.29 -- Station Affiliation Agreement between Fox Broadcasting              
Company and Clear Channel Television, Inc. for the      
carriage of programming over KSAS-TV, Wichita, Kansas,  
dated July 10, 1989.                                    
(j)10.30 -- Television Asset Purchase Agreement dated January 27,               
1992, by and between Chase Broadcasting of Memphis,     
Inc. and Clear Channel Television, Inc.                 
(j)10.31 -- Radio Asset Purchase Agreement dated January 31, 1992,              
by and between Noble Broadcasting of Connecticut, Inc.  
and Clear Channel Radio, Inc.                           
(j)10.32 -- Radio Asset Purchase Agreement dated April 19, 1992, by             
and between Edens Broadcasting, Inc. and Clear Channel  
Radio, Inc.                                             
(k)10.33 -- Radio Asset Purchase Agreement dated January 31, 1993,              
by and between KHFI Venture, LTD. and Clear Channel     
Radio, Inc.                                             
(l)10.34 -- Radio Asset Purchase Agreement dated December 28, 1992,             
by and between Westinghouse Broadcasting Company, Inc.  
and Clear Channel Radio, Inc.                           
(l)10.35 -- Radio Asset Purchase Agreement dated December 23, 1992,             
by and between Inter-Urban Broadcasting of New Orleans  
Partnership and Snowden Broadcasting, Inc.              
(m)10.36 -- Television Asset Purchase Agreement dated August 19,                
1993, by and between Television Marketing Group of      
Memphis, Inc. and Clear Channel Television, Inc.        
(n)10.37 -- Radio Asset Purchase Agreement April 1, 1993, by and                
Capital Broadcasting of Virginia, Inc. and Clear        
Channel Radio, Inc.                                     
(o)10.38 -- Television Asset Purchase Agreement dated August 31,                
1993, by and between Nationwide Communications, Inc.    
and Clear Channel Television, Inc.                      
(p)10.39 -- Radio Asset Merger Agreement dated March 22, 1994, by               
and between Metroplex Communications, Inc. and Clear    
Channel Radio, Inc.                                     
(q)10.40 -- Radio Partnership Interest Purchase Agreement dated                 
April 5, 1994, by and between Cook Inlet                
Communications, Inc. and WCC Associates and Clear       
Channel Radio, Inc.                                     
(r)10.41 -- Television Asset Purchase Agreement September 12, 1994,             
by and between Heritage Broadcasting Company of New     
York, Inc. and Clear Channel Television, Inc.           
(s)10.42 -- Radio Asset Purchase Agreement dated November 17, 1994,             
by and between Noble Broadcast of Houston, Inc. and     
Clear Channel Radio, Inc.                               
13.1 -- Annual Report to Shareholders for Fiscal Year Ended             
December 31, 1994.                                      

21 -- Subsidiaries of the Registrant.                               
23 -- Consent of Independent Auditors.                              
27 -- Financial Data Schedule                                       

(a) -- Incorporated by reference to the similarly numbered            
exhibits of the Company's Registration Statement on     
Form S-1 (Reg. No. 2-89161) dated April 19, 1984.       
(b) -- Incorporated by reference to the Registrant's Form 8-K         
dated October 15, 1984.                                 
(c) -- Incorporated by reference to the Registrant's Form 8-K         
dated September 10, 1986.                               
(d) -- Incorporated by reference to the Registrant's Form 8-K         
dated  January 11, 1989                                 
(e) -- Incorporated by reference to the Registrant's Form 10-Q        
dated  November 14, 1989                                
(f) -- Incorporated by reference to Registrant's Form 10-Q            
dated March 31, 1989.                                   
(g) -- Incorporated by reference to the Registrant's Form 8-K         
dated October 11, 1989                                  
(h) -- Incorporated by reference to the Registrant's Form 10-Q        
dated November 7, 1990.                                 
(i) -- Incorporated by reference to the Company's registration        
statement on Form S-2 dated July 30, 1991.              
(j) -- Incorporated by reference to the Registrant's Form 8-K         
dated July 14, 1992.                                    
(k) -- Incorporated by reference to the Registrant's Form 8-K         
dated March 23, 1993.                                   
(l) -- Incorporated by reference to the Registrant's Form 10-Q        
dated May 12, 1993.                                     
(m) -- Incorporated by reference to the Registrant's Form 8-K         
dated September 2, 1993.                                
(n) -- Incorporated by reference to the Registrant's Form 10-Q        
dated November 1, 1993.                                 
(o) -- Incorporated by reference to the Registrant's Form 8-K         
dated October 27, 1993.                                 
(p) -- Incorporated by reference to the Registrant's Form 8-K         
dated October 26, 1994.                                 
(q) -- Incorporated by reference to the Registrant's Form 10-Q        
dated November 14 1994.                                 
(r) -- Incorporated by reference to the Registrant's Form 8-K         
dated December 14, 1994.                                
(s) -- Incorporated by reference to the Registrant's Form 8-K         
dated January 13, 1995.                                 

EXHIBIT 21                                                                      

Subsidiaries of Registrant, Clear Channel Communications, Inc.                  

Name                         State of Incorporation 
----                         ---------------------- 
Clear Channel Communications of Memphis, Inc.        Texas                      
Clear Channel Television, Inc.                       Nevada                     
Clear Channel Radio, Inc.                            Nevada                     
Clear Channel Television Licenses, Inc.              Nevada                     
Clear Channel Radio Licenses, Inc.                   Nevada                     
Clear Channel Management, Inc.                       Delaware                   
Snowden Broadcasting of New Orleans, L.C.            Texas                      
Clear Channel Metroplex, Inc.                        Nevada                     
Clear Channel Metroplex Licenses, Inc.               Nevada                     
Clear Channel Holdings, Inc.                         Nevada                     
Clear Channel Productions, Inc.                      Nevada                     
CCC-Houston AM LTD                                   Texas                      
CCR Houston-Nevada, Inc.                             Nevada                     

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 on March              
30, 1995, thereunto duly authorized.                                            

            Clear Channel Communications, Inc.
(Registrant)          

By L. Lowry Mays      
        ------------------------
        L. Lowry Mays, President

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

Signature               Title                       Date                        

L. Lowry Mays           President and Director      March 30, 1995              
--------------------                                --------------              
L. Lowry Mays           (Chief Executive Officer)                               

Herbert W. Hill, Jr.    Vice President/Controller   March 30, 1995              
--------------------                                --------------              
Herbert W. Hill, Jr.    (Principal Financial Officer)                           

B. J. McCombs           Director                    March 30, 1995              
--------------------                                --------------              
B. J. McCombs                                                                   

Alan D. Feld            Director                    March 30, 1995              
--------------------                                --------------              
Alan D. Feld                                                                    

Theodore H. Strauss     Director                    March 30, 1995              
---------------------                               --------------              
Theodore H. Strauss                                                             

John H. Williams        Director                    March 30, 1995              
---------------------                               --------------              
John H. Williams                                                                

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Consent of Independent Auditors                 

We consent to the incorporation by reference in this Annual Report              
(Form 10-K) of Clear Channel Communications, Inc. of our report                 
dated February 17, 1995, included in the 1994 Annual Report to                  
Shareholders of Clear Channel Communications, Inc.                              

Our audits also included the financial statement schedules of Clear             
Channel Communications, Inc. listed in Item 14(a).  These schedules             
are the responsibility of the Company's management.  Our                        
responsibility is to express an opinion based on our audits.  In                
our opinion, the financial statement schedules referred to above,               
when considered in relation to the basic financial statements taken             
as a whole, present fairly in all material respects the information             
set forth therein.                                                              

We also consent to the incorporation by reference in the                        
Registration Statements (Form S-8) pertaining to the 1984 Incentive             
Stock Option Plan of Clear Channel Communications, Inc. (No. 33-                
14193) and the Clear Channel Communications, Inc. Nonqualified                  
Stock Option Plan (No. 33-59772) of our report dated February 17,               
1995, with respect to the consolidated financial statements                     
incorporated herein by reference, and our report included in the                
preceding paragraph with respect to the financial statement                     
schedules included in this Annual Report (Form 10-K) for the year               
ended December 31, 1994.                                                        

                 ERNST & YOUNG LLP

San Antonio, Texas                                                              
March 30, 1995                                                                  

ACCOMPLISHMENTS OF 1994                                                         

Record Sales                                                                    

Achieved record sales of $200,695,000, an increase of 48 percent                
compared to sales of $135,680,000 in 1993.                                      

Record After Tax Cash Flow                                                      

Generated more than $46,866,000 in after tax cash flow, bettering               
by 76 percent 1993's record of $26,638,000.                                     

Record After Tax Cash Flow Per Share                                            

Reported after tax cash flow per share of $2.70, an increase of 58              
percent over the $1.71 reported in 1993.                                        

Record Operating Profits at the Station Level                                   

Earned $72,673,000 in station operating income before depreciation              
and amortization, up 72 percent from $42,193,000 in 1993.                       

Expanded Corporate Credit                                                       

Expanded the Company's overall revolving line of credit to $350                 
million for acquisitions and development purposes.                              

NYSE Listing                                                                    

Applied for and obtained listing of Clear Channel Communications,               
Inc. Common Stock on the New York Stock Exchange; traded under the              
symbol CCU.                                                                     

Radio Acquisitions                                                              

Acquired stations KBXX-FM, KMJQ-FM, KPRC-AM and KSEV-AM in Houston,             
Texas; WNCX-FM and WERE-AM in Cleveland, Ohio; KEBC-FM in Oklahoma              
City, Oklahoma; WBGG-FM and WHYI-FM in Miami, Florida; and WMTX-                
AM/FM in Tampa, Florida.                                                        

Television Acquisitions                                                         

Boosted to nine the Company's TV stations with the purchase of                  
WXXA-TV, the Fox affiliate in Albany, New York and KLRT-TV, the Fox             
Affiliate in Little Rock, Arkansas.                                             

Strengthened Management                                                         

Strengthened management at all levels and updated the Company's                 
strategic plan.                                                                 

Financial Highlights                                                            

In Thousands Except Per                                                         
Share Amounts                      1994         1993       % Change             
--------------------------         --------     --------     -----              
Gross broadcasting revenue         $200,695     $135,680      +48               
Station operating income before                                                 
depreciation, amortization                                                
and corporate expenses            72,673       42,193      +72            
Operating income                     42,904       21,282     +102               
Net income                           22,009        9,123     +141               
Net income per share                   1.27          .59     +115               
After tax cash flow (1)              46,866       26,638      +76               
After tax cash flow per                                                         
share (1)                           2.70         1.71      +58            

(1)  Defined as net income plus depreciation, amortization                      
(excluding film rights) and deferred taxes.                                     

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Financial Highlights                                                            

       1994     1993     1992    1991     1990

Gross Revenue                                                                   
(in millions)       $200.7   $135.7    $94.5    $74.1    $69.6            

Station Operating Income                                                        
(before depreciation                                                      
and amortization in                                                     
millions)            72.7     42.2     28.7     19.4     16.8           

After Tax Cash Flow(1)                                                          
(in millions)         46.9     26.6     17.1      9.3      6.8            

After Tax Cash Flow(1)                                                          
(per share)           2.70     1.71     1.16      .72      .59            

(1)  Defined as net income plus depreciation, amortization                      
(excluding film rights) and deferred taxes.                                     

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LETTER TO THE SHAREHOLDERS                                                      

Dear Fellow Shareholders:                                                       

Nineteen ninety-four was the most successful year in your Company's             
history. Financial results again achieved record levels in our core             
businesses of radio and television broadcasting. Gross revenue                  
reached $200,695,000, up 48 percent compared to 1993. After tax                 
cash flow increased 76 percent from $26,638,000 to $46,866,000.                 
Station operating income before depreciation and amortization rose              
72 percent to $72,673,000. After tax cash flow per share increased              
from $1.71 to $2.70, a 58 percent gain. Net income increased 141                
percent to $22,009,000, or $1.27 per share, compared to $9,123,000,             
or $.59 per share.                                                              

Both the radio and the television divisions contributed to this                 
strong performance. Radio gross revenue increased 32 percent in                 
1994 compared to 1993, while station operating income before                    
depreciation and amortization increased 64 percent versus the same              
period a year ago. Television gross revenue increased 71 percent in             
1994, while station operating income before depreciation and                    
amortization increased 79 percent compared to 1993. These increases             
were characterized by improved results at our stations, in addition             
to new station acquisitions.                                                    

Radio                                                                           

The year was marked by significant investments in radio, with our               
principal focus being to take advantage of the new duopoly rules.               
Generally, these rules allow ownership of a maximum of two AM and               
two FM stations in the same market.  Strategic investments                      
included:                                                                       

HOUSTON - The Company added to its presence in the Houston            
market in 1994 through a series of acquisitions and divestitures.               
The initial step was the acquisition of KBXX-FM on August 15, 1994              
for $21 million.  The Company then acquired KMJQ-FM and KYOK-AM for             
approximately $38.5 million and immediately divested itself of                  
KYOK-AM, as well as KHYS-FM and KALO-AM, all effective on January               
1, 1995, to comply with Federal Communications Commission (FCC)                 
ownership regulations.  In addition, effective January 1, 1995 the              
Company acquired an 80% interest in a partnership, which owns and               
operates KPRC-AM and KSEV-AM, for $26.8 million.  This partnership              
is managed by the Company.  Management believes that Houston is                 
poised for strong growth and the Company is well positioned to take             
advantage of this growth.                                                       

MIAMI - The Company made two acquisitions in Miami during             
1994.  The first was the purchase of WAXY-FM (now WBGG-FM) on March             
9 for approximately $14 million.  In October, the Company completed             
its merger with Metroplex Communications, Inc. ("Metroplex") in a               
transaction valued at approximately $48 million.  WHYI-FM was one               
of the five stations included in the merger.  WBGG-FM, rejuvenated              
after a successful format change to rock oldies, is now paired with             
WHYI-FM.  Both stations are poised for an excellent 1995.                       

TAMPA - As part of the Metroplex merger, the Company added the        
successful WMTX-AM/FM combo to our stations WRBQ-AM/FM.  The                    
synergy provided by this acquisition will make your Company an even             
more powerful force in Tampa radio.                                             

CLEVELAND - Long recognized as the "Home of Rock-n-Roll," the         
Company, through the Metroplex merger, entered Cleveland with the               
acquisition of WNCX-FM and WERE-AM.  In addition, the Company                   
entered into a long-term joint sales agreement with WENZ-FM, whose              
modern rock format complements WNCX-FM's classic rock format.                   

OKLAHOMA CITY - Effective January 1, 1994, the Company                
expanded its ownership in Oklahoma City with the acquisition of                 
KEBC-FM for $7.5 million.  This brings our investment to two FMs,               
one AM, a news and agriculture network and two college sports                   
networks based in this market.                                                  

All of these acquisitions were quickly phased into our                
operations contributing to the success of the radio division.  Our              
latest duopoly will be in New Orleans, where the Company is waiting             
to transfer the remaining interest in WYLD-FM from Snowden                      
Broadcasting of New Orleans, L.C.  WYLD-FM will complement WQUE-FM              
and WODT-AM (formerly WQUE-AM) already owned by the Company, in New             
Orleans.  After the addition of the strategic investments above,                
the Company will own a total of 20 FM and 15 AM stations in 12                  
markets and has created duopoly positions in each of its radio                  
markets where it is permitted by FCC regulations.                               

Television                                                                      

1994 marked the first year in which Fox affiliates began              
broadcasting National Football League (NFL) games.  As anticipated,             
the association with the NFL has led to rating increases in most of             
our Fox markets and has promoted the wider acceptance of Fox as a               
national network.  Throughout 1994 we continued to focus on                     
increased profitability and attractive acquisitions.  Strategic                 
investments included:                                                           

LITTLE ROCK - In 1994, the Company loaned Clear Channel               
Television of Little Rock (CCTLR) $18.9 million to retire                       
indebtedness and exercised its option to acquire the remaining 51%              
of CCTLR for a nominal amount.  CCTLR owned and operated KLRT-TV,               
the Fox affiliate in Little Rock, and marketed the commercial                   
advertising time for KASN-TV, the independent television station                
serving Little Rock.                                                            

ALBANY - On December 1, the Company acquired WXXA-TV, the Fox         
affiliate in Albany, for $25.5 million.  The acquisition further                
diversified the Company's television investments into the northeast             
and the Company is pleased and excited to enter this New York                   
market.                                                                         

These investments have been phased in and contributed                 
significantly to our operations.  The Albany addition brings our                
television ownership to eight Fox affiliates and one independent                
station in nine markets.  The Company is enthusiastic about the                 
future of broadcast television and hopeful that the FCC and                     
Congress will continue their discussions regarding relaxation of                
the ownership rules and take action in the near future.                         

Diversification                                                                 

In 1987, 27 percent of the Company's total revenue was                
generated from two radio stations in Louisville.  In addition, the              
Company had 15 profit centers.  Since that time, the Company has                
strategically diversified into many markets and numerous operating              
units.  In 1994, Clear Channel's largest revenue market was                     
Minneapolis with ten percent of total revenue and the Company grew              
to 59 profit centers.  We believe this diversification is one of                
the greatest strengths of the Company and one of the primary                    
reasons why it continues to exhibit strong growth in earnings and               
is able to access capital at extremely attractive rates relative to             
the industry.                                                                   

Access to Capital                                                               

During the year, the Company renegotiated and expanded its            
credit facility to a $350 million eight year revolving line of                  
credit.  This new credit facility will allow Clear Channel to                   
continue to evaluate and act upon acquisition opportunities in both             
radio and television that meet our stringent investment criteria                
and which we believe will enhance your shareholder value.                       

New York Stock Exchange                                                         

Since November 4, 1994, your stock has been trading on the New        
York Stock Exchange, the world's largest market for publicly held               
investments.  The Company has been publicly owned for ten years and             
has spent the past seven years on the American Stock Exchange.  It              
is our hope that the move will bring greater visibility and                     
liquidity to your investment.                                                   

Our People                                                                      

Our business is people oriented, and the exceptional caliber          
of Clear Channel's 1,700 employees is the most important reason for             
our success.  In our decentralized environment, it is not the                   
people at the corporate headquarters who run our 59 profit centers,             
but the on-site managers who are charged with increasing the                    
revenue and earnings of the Company.  They are the backbone and key             
to our business.                                                                

The Company's ability to consistently improve its performance         
is due directly to the outstanding performance of these employees.              
Clear Channel boasts the highest quality management team at the                 
station level in the industry.  In turn, these managers attract and             
retain excellent employees.                                                     

Future                                                                          

Clear Channel continues to devote significant attention to            
long-term planning.  We remain committed to decentralized,                      
flexible, entrepreneurial business units that place emphasis on                 
simplifying structures and procedures while maintaining sound                   
centralized financial management.  In 1995 your Company will seek               
to increase the performance of its existing properties as well as               
look for strategic acquisitions that meet its stringent investments             
criteria.  We look forward to a prosperous 1995.                                

L. Lowry Mays                                                                   
President and Chief Executive Officer                                           
March 1, 1995                                                                   

Picture of L. Lowry Mays                                                        

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January                                                                         

Acquires KEBC-FM in Oklahoma City, giving Clear Channel three                   
stations in that market                                                         

February                                                                        

Five-for-four stock split                                                       
Acquires remaining interest in KLRT-TV in Little Rock, AR                       

March                                                                           

Boosts station lineup to 17 FM, 14 AM and eight TV stations with                
acquisition of WAXY-FM in Miami, FL (now WBGG-FM )                              

April                                                                           

Reports first quarter gross revenue of $39 million, up 62 percent               
from same period one year ago;  after tax cash flow is up 94                    
percent to $7.5 million (44 cents per share)                                    

May                                                                             

Completes sale of four stations in smaller markets to position                  
Clear Channel for acquisition of KBXX-FM in Houston and merger with             
Metroplex                                                                       

June                                                                            

Earns 69 cents per share in after tax cash flow during second                   
quarter, up 64 percent from the same period a year ago                          

July                                                                            

Completes negotiation to acquire KBXX-FM in Houston, TX the initial             
step in solidifying Clear Channel's presence in one of Texas'                   
largest markets with four stations                                              

August                                                                          

Negotiated expansion of revolving credit facility to $350 million               
which was finalized in September.                                               

September                                                                       

Generates third quarter gross broadcasting revenues of $47.6                    
million up 48 percent; after tax cash flow increases 84 percent to              
$11.6 million (67 cents per share)                                              

October                                                                         

Completes merger with Metroplex Communications                                  

November                                                                        

Begins trading on New York Stock Exchange under the symbol of CCU               

Purchases Fox affiliate WXXA-TV in Albany, NY                                   

December                                                                        

Hits highest mark in after tax cash flow, $2.70 per share; gross                
broadcast revenues topped $200 million, up 48 percent                           

January, 1995                                                                   

Finalizes Houston acquisition strategy by closing KPRC, KSEV and                
KMJQ; while concurrently divesting KYOK, KHYS and KALO                          

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THE HISTORY OF CLEAR CHANNEL COMMUNICATIONS                                     

Clear Channel Communications, Inc. traces its history to the 1920s              
and beyond, back to the early years of radio. Radio as we know it               
today emerged from the explosion of scientific activity of newly                
industrialized European and American societies; it sprang from the              
far-fetched dreams of scores of scientists, inventors, publishers,              
theorists and entrepreneurs. The medium  made its debut as a                    
novelty at the world's fair of 1908. It would later awaken society              
with the power of its signal. Thanks to a 1910 Congressional                    
mandate requiring ship-to-shore radio equipment to be installed on              
all government and commercial carriers, shipwrecked passengers were             
able to be lifted from the North Atlantic in 1912, by other ships               
answering the sinking Titanic's distress radio call.                            

The indispensable nature of radio continues to be central to our                
modern civil defense system; the protocol of specially designated               
"clear channel" stations across the nation, transmitting at a high              
frequency band reserved to provide communication during times of                
emergency, is still fully operational. Clear Channel                            
Communications, Inc. is justly proud of the role its three namesake             
"clear channel" stations in Louisville, San Antonio, and Richmond               
serve in the disaster alert system and military readiness.                      

The pioneers of radio cultivated an open field of possibilities;                
entrepreneurs like Credo Harris and Robert Worth Bingham could                  
build a transmitter in Kentucky for just $10,500 in 1922 (an                    
investment of $100,000 in 1994 dollars) and establish the roots of              
a broadcasting operation. Newspaper publishers, approaching the                 
peak years of the urban daily papers, realized that a listening                 
audience could be added to their existing reading audiences through             
the growing medium of radio, expanding the horizons of publishing               
beyond print. And radio could deliver something the newspaper could             
not: live entertainment.                                                        

City folk and farmers alike fell in love with radio. Jack Benny's               
off-key violin, Enrico Caruso's matchless tenor, the somber news                
from Normandy Beach and  Jackie Robinson's first home run in the                
majors--radio brought them all into the American parlor. As a                   
programming medium, it transcended  its vaudeville roots to achieve             
concert hall stature, helping it to become a principal engine of                
modern marketing. It knit the nation together, following the lights             
of rural electrification into the heartland. In time, an AM radio               
was a standard feature in the dashboard of all new model cars;                  
thus, radio travelled by automobile into the suburbs with its                   
growing audience, adding FM along the way. But, while sending                   
signals further and carrying more diverse formats with each                     
approaching year, radio could still deliver a local message and                 
support regional advertising. This principle continues to be a                  
hallmark of Clear Channel's customer service and market development             
strategy.                                                                       

Radio remained strong, even as the commercial viability of                      
television expanded into the 1950s. Since then, radio has continued             
to enhance its liaison with its audience. Just as listeners of                  
Clear Channel's heritage station wrva in Richmond gathered around               
their home sets in 1927 to hear the station's live coverage of the              
ticker-tape parade for Charles Lindbergh, office workers in 1995                
tuned directly into the courtroom for the murder trial of  O.J.                 
Simpson on both radio and television.                                           

By the time the Philips Company had delivered one million                       
television sets in the early 1960s, radio had shaped the basic                  
framework of programming,  news coverage and commercial sponsorship             
after which television broadcast would be patterned. As the post-               
war American and world economies boomed, television blossomed as a              
programming medium and led the advertising industry in marketshare.             

The television industry flourished as an entertainment medium.                  
Americans developed a passionate appetite for news and programming.             
Television invited us to laugh at ourselves with Abbott and                     
Costello, meet the Beatles with Ed Sullivan  and walk on the moon               
with American astronauts. It gave generations of children Big Bird,             
Mr. Rogers and Bugs Bunny. The television industry wrapped the                  
diverse mix of popular culture, motion pictures, entertainment,                 
news and advertising into a cohesive package, and delivered it to               
millions of homes a day by 1994.                                                

At its present pervasive scope, television is simultaneously a                  
mirror of, and influence on, what viewers think, eat, vote, and                 
buy. And television, especially when effectively combined with                  
radio advertising, is a formidable marketing tool for local,                    
regional, and national advertisers. At Clear Channel, we believe                
both radio and television can be cost-effective media for our                   
advertisers, one complementing the other in a two-pronged strategy.             

Characterized by a need for greater flexibility, faster response to             
market trends and more accurate targeting of advertising dollars,               
the economic climate of the second half of the century dictated the             
need for refinement of strategies and delivery of the advertiser's              
message to targeted market segments. Commencing the ongoing process             
of reinventing itself, broadcast in the 1970s was once again a wide             
open field, ripe for change.In this atmosphere of flux and shifting             
balances, San Antonio investment banker L. Lowry Mays and regional              
automotive retailer B.J. "Red" McCombs combined entrepreneurial                 
forces to capitalize on the potential of the evolving broadcast                 
technology, namely the expansion of fm transmission. Taking a risk              
on the underutilized fm band, Mays and McCombs purchased San                    
Antonio's KEEZ-FM (now KAJA) in 1972, taking the first step toward              
building what has become a major, well-diversified, publicly traded             
communications corporation.                                                     

In 1975, the partners acquired WOAI-AM in San Antonio, Texas, a                 
respected station broadcasting popular music and reporting                      
agricultural and local news. WOAI-AM, part of the nation's                      
emergency broadcast network and the only class 1-A station at the               
time, brought the company its "Clear Channel" name. After the $1.5              
million acquisition, station executives fine-tuned WOAI's format to             
news-talk, added sports reporting and increased its emphasis on                 
local news. Then as today, WOAI's news and sports coverage                      
consistently receives accolades and national and state awards.                  

Expanding into Texas and Oklahoma, Clear Channel added stations                 
KMOD-FM and KAKC-AM in Tulsa, Oklahoma in 1973,  and KPEZ-FM in                 
Austin, Texas in July 1982.                                                     

With an Initial Public Offering in 1984, Clear Channel attracted                
equity capital to fuel growth, adding stations in New Orleans,                  
Louisiana; New Haven, Connecticut and Oklahoma City, Oklahoma. In               
addition, the Company purchased its first news and agricultural                 
network, the Oklahoma News Network.                                             

In 1986 Clear Channel acquired two landmark stations in Louisville,             
Kentucky: WHAS-AM and WAMZ-FM. WHAS, a news and adult contemporary              
format, became the Company's second "clear channel" station, and                
both stations accounted for 27% of total broadcast revenues during              
the first full year (1987) they were part of the Clear Channel                  
portfolio.                                                                      

Starting with its early purchases, Clear Channel executives                     
developed innovative operating strategies for their stations.                   
Station management places a strong emphasis on direct local sales,              
working one-on-one with customers to craft promotional strategies               
that Clear Channel customers can use to improve their company's                 
bottom line. This common-sense approach allows customers to measure             
their results immediately and provides more control and stability               
for advertising revenues.                                                       

Clear Channel remains resilient in the face of competitive and                  
fast-changing trends in the advertising industry. Radio continues               
as a strong advertising venue, reaching almost 80 percent of the                
American population on a daily basis (96 percent on a weekly                    
basis). On average, listeners spend three hours and 20 minutes a                
day tuned to radio programs.                                                    

Clear Channel's sound operational strategies have enhanced its                  
ability to attract investment capital. Since becoming a public                  
company in 1984, Clear Channel executives have successfully raised              
capital for expansion and acquisition purposes, helping the Company             
reach its position as one of the largest owners of radio properties             
and Fox-affiliated television stations.                                         

The Company entered the television market at a time when the cost               
to acquire radio stations moved above levels at which Clear Channel             
executives believed they could invest at and still deliver                      
satisfactory rates of return for their shareholders. Thus, with                 
Clear Channel's 1988 purchase of television station WPMI-TV (which              
serves the Mobile, Alabama and Pensacola, Florida markets), the                 
Company redirected its growth into television broadcasting.  In                 
1994, the Company added its ninth television property with the                  
recent purchase of WXXA-TV in Albany, New York.                                 

Television has grown well beyond the familiar three networks of its             
first decades. The Fox Network, taking its place among the major                
networks, has brought Clear Channel the benefits of improved                    
ratings, seven nights of programming, excellent name recognition                
and broadcast rights for attractive sponsorship opportunities such              
as the National Football Conference games. The result has been the              
efficient coupling of increased advertising rates with reduced                  
programming costs for our stations.                                             

As the Federal Communications Commission (FCC) has increased                    
ownership levels for broadcast properties, Clear Channel                        
consistently has moved to capitalize on economies of scale,                     
creating potent market thrust. The addition of strategically                    
aligned broadcast facilities and local marketing and time sales                 
agreements gives the Company an advantage in developing market-                 
specific opportunities for our advertising customers.                           

Clear Channel has capitalized on the expanded ownership of radio                
and television stations to enhance its competitive position in                  
virtually every market in which it operates. With recent                        
acquisitions and strategic alliances, Clear Channel now has a                   
strong market presence in Albany,  Austin, Cleveland, Houston,                  
Jacksonville, Little Rock, Louisville, Memphis, Miami/Ft.                       
Lauderdale, Minneapolis, Mobile/Pensacola, New Haven,  New Orleans,             
Oklahoma City, Richmond, San Antonio, Tampa, Tulsa, and Wichita.                

In a complex confluence of rapid technological advances, a changing             
political climate, and the forces of economic change, the                       
telecommunications, broadcast and entertainment industries are                  
vying for increasingly overlapping marketshares of products and                 
services. As with any other major industry, the future of                       
broadcasting belongs to companies who will respond to change                    
quickly and with assertiveness to better serve their customers. For             
example: the FCC is reviewing its "one-to-a-market" rule in                     
television ownership.  In addition, the FCC and Congress are                    
reviewing significant increases in ownership limits in both radio               
and television. A favorable change in these guidelines could                    
dramatically improve the broadcast landscape.                                   

With a focus on the challenges and opportunities presented by                   
technological developments, Clear Channel is empowered to act                   
decisively. The Company's debt levels remain conservative, and bank             
credit available for acquisitions has been expanded to $350 million             
from $150 million. In November of 1994, Clear Channel                           
Communications' stock began trading on the New York Stock Exchange              
under the symbol CCU. Each year Clear Channel has broken its                    
previous year's gross revenues, and at the end of 1994 had grown to             
more than $200 million in annual revenues generated through 35                  
radio stations, 9 television stations, four networks, multiple                  
sports broadcasting contracts and various time sales and local                  
marketing agreements.                                                           

Throughout its history, Clear Channel Communications, Inc. has been             
driven by one solid standard: To help its customers sell their                  
products and services. Our unique level of emphasis on generating               
results for our customers,  many of whom enjoy decades-long                     
relationships with individual stations, sharply focuses our                     
energies towards maintaining the quality of our shared future.                  
Targeting and reaching this goal is our earnest wish and a welcome              
challenge.                                                                      

Picture of the Alamo in San Antonio, Texas                                      

"News of the fall of the Alamo in 1836 would take 36 days to          
reach New York, in sharp contrast to the instantaneous                
newsmaking we experience today."                                      

Picture of typical American commuters                                           

"When Americans moved to Suburbia, marketers quickly realized         
the potential offered daily by the newly mobile but "captive"         
commuter audience."                                                   

Picture of the Statue of Liberty                                                

"When she arrived in 1886, it was possible to ship the 40-ton         
Statue of Liberty across the Atlantic--but not to send a              
wireless message."                                                    

Picture of Steve Young                                                          
"1994 began Fox Network's coverage of NFL season games.  This         
year's NFC Championship game on Fox was the highest rated             
championship game in history."                                        

Picture of station personnel giving Red Cross a donation                        

"Each station is intimately involved in its local community.          
Our commitment to our service areas is matched only by our            
commitment to providing results for our customers."                   

Picture of Bart Simpson                                                         

"The Simpsons stormed onto television in 1988, leading the            
charge for the new Fox network."                                      

Picture of Man in Space                                                         

"New technology leads the way to expanded earning                     
possibilities."                                                       

Picture of WMTX remote broadcast equipment                                      

"WMTX-FM and AM join the Clear Channel Family."                       

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A Timeline In History                                                           

1860                                                                            
1861-65: Lincoln                                              

1864                                        
       Britisher James C. Maxwell develops the
theory of electromagnetism      

1861-65:  Lincoln                                             

1865-69:  Johnson                                             

1869-77:  Grant                                               

1880                                                                            
1877-81:  Hayes                                               

1881-81:  Garfield                                            

1881-85:  Arthur                                              

1884                                        
        Inventor Thomas Edison develops a system
        of wireless communication between moving
trains and railway stations     

1885-89:  Cleveland                                           

1887                                        
        German Heinrich Hertz demonstrates rapid
       variations in electrical current (radio
  waves) can be projected into space

1889-93:  Harrison                                            

1893-97:  Cleveland                                           

1895                                        
       Italian Gugliermo Marconi secures first
     patent for telegraphing without wires

1900                                                                            

1901                                                                            

1897-01:  McKinley                                            

1901                                        
    Banner headlines "Wireless spans the
     ocean" trumpet Marconi's achievement:
      Morse code "s" is sent from England to
  Newfoundland by wireless telegraph

1905                                                                            

1901-09:  Roosevelt                                           

1904                                        
      British scientist John Ambrose Fleming
     invents vacuum tube (later refined by
        Canadian Reginald Fessender and American
Lee DeForest)                   
1908                                        
       DeForest broadcasts recorded music from
    Eiffel Tower for reception 500 miles
away                            
1910                                                                            

1909-13:  Taft                                                

1910                                        
       Congress passes law requiring passenger
 ships to have radio equipment and
operators                       

1912                                        
      More than 700 passengers aboard U.S.S.
     Titanic saved after wireless call for
help                            

1915                                                                            

1913-21:  Wilson                                              

1919                                        
       Radio Corporation of America founded to
     buy Marconi's American assets, cross-
   licensing with General Electric and
Westinghouse                    

1920                                                                            

1920                                        
          A research engineer and business executive
         open first commercially licensed station,
          KDKA, which broadcasts returns of Harding-
Cox presidential election       

1921                                                                            

1921-23:  Harding                                             

1922                                                                            

1922                                        
          WEAF (now WNBC) in New York broadcasts 10-
       minute show for Long Island real estate
       company, first sponsored programming in
the nation                      

1922                                        
  G.A.C. Halff signs on WOAI-AM, San
   Antonio, TX, a 500-watt transmitter
broadcasting on 1190 AM band    

1922                                        

       WHAS-AM Louisville, KY signs on July 18
1923                                                                            
1923-29:  Coolidge                                            

1924                                                                            

1925                                                                            

1925                                        
       WOAI increases power to 1000 watts, and
airs first commercial spot      

1925                                        
       Heritage stations WRVA-AM, Richmond, VA
        and KPRC-AM, Houston, TX sign on the air

1926                                                                            

1926                                        
         Sept: RCA forms National Broadcasting Co.
       to handle its broadcasting, forming NBC
     Red and NBC Blue networks (government
      later forces NBC to sell Blue in 1943,
     becoming American Broadcasting Co. in
1945)                           

1927                                                                            

1927                                        
      January: Columbia Broadcasting Service
(CBS) organized                 
1927                                        
   KTOK-AM, Oklahoma City, OK signs on
January                         
1927                                        
   Radio Act of 1927 establishes radio
         airwaves as property of U.S. citizens, to
        be regulated by Federal Radio Commission
1928                                                                            

1929                                                                            
1929-33:  Hoover                                              

      WOAI increases power to legal limit of
         50,000 watts, making it the most powerful
station in South Texas          
1930                                                                            
1933-45:  Roosevelt                                           

1935                                        
WELI-AM, New Haven, CT signs on 
1937                                        
         Seventeen experimental TV stations are in
operation                       
1937                                        
WRVH-Richmond, VA signs on      
1938                                        
       Orson Welles' Mercury Theater makes its
War of the Worlds broadcast     
1940                                                                            

1941                                        
        FCC authorizes FM radio, opening band in
        1945; also authorizes black and white TV
   frequencies (4700 sets in New York)
1945-53:  Truman                                              

      WOAI changed to AM 1200 as part of the
emergency clear channel system  
1948                                        
     Milton (Mr. Television) Berle becomes
       Master of Ceremonies of The Texaco Star
Theater                         

1948                                        
WNCX-Cleveland, OH signs on     
1948                                        
WMTX-Tampa, FL signs on         
1949                                        
WRXL-Richmond, VA signs on      
1949                                        
WERE-Cleveland, OH signs on     

1950                                                                            

        The Journal Co. of Milwaukee goes on-air
 with WTMJ-TV, an NBC affiliate in
  Milwaukee, the first commercial TV
operation                       

1953-61:  Eisenhower                                          

1954                                        
WRBQ-Tampa, FL signs on         

1959                                        
KMOD-Tulsa, OK signs on         

      CBS receives FCC approval for color TV

       FCC issues Sixth Report and Order which
       establishes TV channels 2-13 on VHF and
14-83 on UHF                    

1960                                                                            

1961-63:  Kennedy                                             

1961                                        
KJYO-Oklahoma City, OK signs on 

    First televised presidential debate,
    between Richard M. Nixon and John F.
Kennedy                         

1963-69:  Johnson                                             

1967                                        
KEBC-Oklahoma City, OK signs on 

1969-73:  Nixon                                               

1970                                                                            

1972                                        
         L. Lowry Mays and B.J. "Red" McCombs team
   up to purchase KEEZ-FM, now KAJA-FM

1973-77:  Ford                                                

1975                                        
  Clear Channel Communications, Inc.
         purchases WOAI for $1.5 million, changing
      its pop music and news format to news-
talk/sports radio               

1976                                        
        All in the Family drops from televisions
     first-place spot after a six-year run

1977-81:  Carter                                              

1980                                                                            

1981-89:  Reagan                                              

1984                                        
      Company creates a sports division that
         owns rights to broadcast college football
games                           

1984                                        
       Company issues stock and begins trading
         under symbol CLCH; IPO price adjusted for
       splits and dividends - $2.11 per share,
April                           

1984                                        
   Five stations and the Oklahoma News
    Network added to the fold, September

Purchases WHAS-AM and WAMZ-FM in
          Louisville; WHAS becomes the second "clear
    channel" station and both contribute
      almost 17 percent of total revenues to
parent by 1990                  

Fox Network begins airing       

        Company adds first television station to
        lineup, buying WPMI-TV in Mobile, AL, an
affiliate of the Fox System     

1989-93:  Bush                                                

1990                                                                            

1992                                        
    FCC changes rule on radio ownership,
          increasing levels from 12 to 18 for FM and
AM stations                     

1992                                        
      Four more Fox affiliates come into the
         fold; WAWS-TV, Jacksonville, FL; KOKI-TV,
          Tulsa, OK; WPTY-TV, Memphis, TN; and KSAS-
TV, Wichita, KS                 

1993:  Clinton                                                

1993                                        
       Company adds WFTC-TV in Minneapolis, MN

1994                                                                            

    Begins trading on the New York Stock
Exchange under the symbol CCU   

          FCC expands station ownership levels to 20
FM and 20 AM                    

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CLEAR CHANNEL CREED                                                             

We are in the business of selling goods and services for our                    
advertising customers. Our service is a partnership to that end. In             
doing so we believe maximizing the satisfaction of our customers is             
our most important concern as a means of warranting their continued             
loyalty.                                                                        

We believe                                                                      

*        in providing superior value to customers through high                  
quality, technologically advanced, fairly priced services     
designed to meet customer needs better than all               
alternatives.                                                 

*        Clear Channel people are our most important asset, making              
the critical difference in how we perform and what            
separates us from our competitors.                            

*        we have an obligation for the well-being of the                        
communities in which we work.  We further believe the         
future of the broadcasting industry is closely tied to        
public service and the standards we set will be measured      
critically by the communities we serve and the regulators     
who license us.                                               

We believe excellence is the standard we seek to achieve by                     
encouraging and nourishing:                                                     

*        Respect for the individual.                          
*        Honest, open communication.                          
*        Individual development and satisfaction.             
*        A sense of ownership in Clear Channel's success.     
*        Participation, cooperation and teamwork.             
*        Creativity, innovation and initiative.               
*        Prudent risk-taking.                                 
*        Recognition and rewards for achievement.             

We believe success is measured by:                                              

*        Achieving leadership in the markets we serve.        
*        Developing our own people to form the building       
blocks of our internal growth and expansion.
*        Maintaining the highest standards of ethics and      
integrity in every action we take and in    
everything we do.                           

We believe the ultimate measure of our success is to provide a                  
superior value to our stockholders, balancing near term and long                
term objectives.                                                                

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INVESTMENT HIGHLIGHTS                                                           

       Five Year Cumulative Return
(Assumes $1,000 invested in Clear Channel Stock December 31, 1989)              

1989                                    $ 1,000                       
1990                                      1,099                       
1991                                      1,461                       
1992                                      2,634                       
1993                                      7,434                       
1994                                     10,253                       

Performance Graph                                                               

Indexed Yearly Stock Price Close                
Prices Adjusted for Stock Splits and Dividends              
(December 31, 1989 = 1.00)                  

Clear Channel                   Paul Kagan Associates       
Communications      S&P 500     Broadcast Index             

1989       1.0                1.0         1.0                                   
1990       1.1                0.93        0.78                                  
1991       1.46               1.18        0.76                                  
1992       2.63               1.23        0.92                                  
1993       7.43               1.32        1.23                                  
1994      10.25               1.3         1.36                                  

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REVENUE BY MARKET                                                               

Market              Percent of Revenue                      

Minneapolis                     9.9%                        
Memphis                         9.4%                        
Tulsa                           8.7%                        
Louisville                      8.4%                        
San Antonio                     8.3%                        
Richmond                        7.6%                        
Oklahoma City                   6.0%                        
Jacksonville                    5.8%                        
Mobile/Pensacola                5.1%                        
Tampa                           4.2%                        
New Orleans                     4.2%                        
Wichita                         4.0%                        
Austin                          4.0%                        
New Haven                       3.9%                        
Little Rock                     3.8%                        
Houston                         2.6%                        
Miami/Ft. Lauderdale            1.6%                        
Other                           1.4%                        
Cleveland                       1.1%                        

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OUR FAMILY TREE                                                                 

WOAI-AM                                   San Antonio, TX                       
News/Talk/Sports                          1200 AM                               

KQXT-FM                                   San Antonio, TX                       
Adult Contemporary                        101.9 FM                              

KTKR-AM                                   San Antonio, TX                       
News/Talk/Sports                          760 AM                                

KAJA-FM                                   San Antonio, TX                       
Country                                   97.3 FM                               

KSJL-FM*                                  San Antonio, TX                       
Adult Urban                               96.1 FM                               

KPRC-AM#                                  Houston, TX                           
News/Talk/Sports                          950 AM                                

KSEV-AM#                                  Houston, TX                           
News/Talk/Sports                          700 AM                                

KMJQ-FM                                   Houston, TX                           
Adult Urban                               102.1 FM                              

KBXX-FM                                   Houston, TX                           
Urban Contemporary                        97.9 FM                               

KHYS-FM*                                  Houston, TX                           
Jazz                                      98.5 FM                               

KPEZ-FM                                   Austin, TX                            
Classic Rock                              102.3 FM                              

KHFI-FM                                   Austin, TX                            
Contemporary Hits                         96.7 FM                               

KEYI-FM*                                  Austin, TX                            
Oldies                                    103.5 FM                              

KFON-AM*                                  Austin, TX                            
News/Talk                                 1490 AM                               

WKCI-FM                                   New Haven, CT                         
Contemporary Hits                         101.3 FM                              

WAVZ-AM                                   New Haven, CT                         
News/Talk/Sports                          1300 AM                               

WELI-AM                                   New Haven, CT                         
News/Adult Contemporary                   960 AM                                

KAKC-AM                                   Tulsa, OK                             
News/Sports/Oldies                        1300 AM                               

KMOD-FM                                   Tulsa, OK                             
Album Oriented Rock                       97.5 FM                               

KTOK-AM                                   Oklahoma City, OK                     
News/Talk/Sports                          1000 AM                               

KEBC-FM                                   Oklahoma City, OK                     
Country                                   94.7 FM                               

KJYO-FM                                   Oklahoma City, OK                     
Contemporary Hits                         102.7 FM                              

WHAS-AM                                   Louisville, KY                        
News/Adult Contemporary                   840 AM                                

WAMZ-FM                                   Louisville, KY                        
Country                                   97.5 FM                               

WKJK-FM*                                  Louisville, KY                        
Traditional Country                       98.9 FM                               

WMTX-AM                                   Tampa, FL                             
Adult Contemporary                        1040 AM                               

WMTX-FM                                   Tampa, FL                             
Adult Contemporary                        95.7 FM                               

WRBQ-AM                                   Tampa, FL                             
Adult Urban                               1380 AM                               

WRBQ-FM                                   Tampa, FL                             
Country                                   104.7 FM                              

WHYI-FM                                   Miami, FL                             
Contemporary Hits                         100.7 FM                              

WBGG-FM                                   Miami, FL                             
Rock Oldies                               105.9 FM                              

WRVA-AM                                   Richmond, VA                          
News/Talk/Sports                          1140 AM                               

WRVH-AM                                   Richmond, VA                          
News/Talk/Sports                          910 AM                                

WRVQ-FM                                   Richmond, VA                          
Contemporary Hits                         94.5 FM                               

WRXL-FM                                   Richmond, VA                          
Album Oriented Rock                       102.1 FM                              

WODT-AM                                   New Orleans, LA                       
Sports/News/Talk                          1280 AM                               

WQUE-FM                                   New Orleans, LA                       
Urban Contemporary                        93.3 FM                               

WYLD-AM*                                  New Orleans, LA                       
Gospel                                    940 AM                                

WYLD-FM*                                  New Orleans, LA                       
Adult Urban                               98.5 FM                               

WNCX-FM                                   Cleveland, OH                         
Classic Rock                              98.5 FM                               

WERE-AM                                   Cleveland, OH                         
News/Talk                                 1300 AM                               

WENZ-FM*                                  Cleveland, OH                         
Modern Rock                               107.9 FM                              

Kentucky News Network                     Louisville, KY                        
News/Agriculture Network                                                        

Virginia News Network                     Richmond, VA                          
News/Agriculture Network                                                        

Oklahoma News Network                     Oklahoma City, OK                     
News/Agriculture Network                                                        

Clear Channel Sports                      Oklahoma City, OK                     
                       College Station, TX
                  Des Moines, IA

WPMI-TV                                   Mobile, AL; Pensacola, FL             
FOX TV-15                                                                       

WJTC-TV*                                  Mobile, AL; Pensacola, FL             
UPN TV-44                                                                       

KTTU-TV                                   Tucson, AZ                            
Independent TV-18                                                               

WAWS-TV                                   Jacksonville, FL                      
FOX TV-30                                                                       

KOKI-TV                                   Tulsa, OK                             
FOX TV-23                                                                       

KTFO-TV+                                  Tuls, OK                              
UPN TV-41                                                                       

KSAS-TV                                   Wichita, KS                           
FOX TV-24                                                                       

WPTY-TV                                   Memphis, TN                           
FOX TV-24                                                                       

WLMT-TV+                                  Memphis, TN                           
UPN TV-30                                                                       

KLRT-TV                                   Little Rock, AR                       
FOX TV-16                                                                       

KASN-TV*                                  Little Rock, AR                       
UPN TV-38                                                                       

WXXA-TV                                   Albany, NY                            
FOX TV-23                                                                       

WFTC-TV                                   Minneapolis, MN                       
FOX TV-29                                                                       

*  Joint Sales Agreements (not owned or programmed by Clear Channel             
Communications)                                                                 

#  80% owned by Clear Channel Communications                                    

+  Local Marketing Agreement (not owned by Clear Channel                        
Communications)                                                                 

Picture of United States map with all Clear Channel stations and                
network locations.                                                              

Legend                                                                          
------                                                                          

Star      Corporate Headquarters                                                
Circle    Radio Stations                                                        
Square    Television Stations                                                   
Diamond   Networks                                                              
Triangle  Joint Sales Agreements                                                

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MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND                  
RESULTS OF OPERATIONS                                                           

Comparison of 1994 vs 1993                                                      

Consolidated net broadcasting revenue in 1994 increased 46% to                  
$173,109,000 from $118,183,000.  Station operating expenses in 1994             
increased 32% to $100,437,000, compared to $75,990,000 for 1993.                
Station operating income before depreciation and amortization in                
1994 increased to $72,673,000 from $42,193,000 or 72%.                          
Depreciation and amortization increased 41% to $24,669,000 from                 
$17,447,000.  Interest expense increased to $7,669,000 from                     
$5,390,000 or 42%.  Other income (expense) increased  to $1,161,000             
from $(196,000).  Net income was $22,009,000 for 1994 compared to               
$9,123,000 for 1993.  Income tax expense in 1994 was $14,387,000                
reflecting an annual average effective rate of 40%, as compared to              
$6,572,000, a 42% effective rate in 1993.                                       

The majority of the increase in net broadcasting revenue was due to             
the additional revenue associated with the acquisitions of radio                
and television stations acquired in 1994 and the inclusion of a                 
full year of operations for those stations acquired in 1993.  These             
stations are as follows:                                                        

Network or                              
Purchase Date       Station           Location                                  

January 14, 1994    KEBC-FM           Oklahoma City, OK                         
February 28, 1994   KLRT-TV           Little Rock, AR                           
February 28, 1994   KASN-TV*          Little Rock, AR                           
March 9, 1994       WAXY-FM           Miami, FL                                 
August 15, 1994     KBXX-FM           Houston, TX                               
October 12, 1994    Metroplex                                                   
  Communications,   Miami/Ft. Lauderdale, FL
   Inc.              Tampa, FL & Cleveland, OH
November 1, 1994    WENZ-FM*          Cleveland, OH                             
December 1, 1994    WXXA-TV           Albany, NY                                
February 1, 1993    KQXT-FM           San Antonio, TX                           
March 9, 1993       KHFI-FM           Austin, TX                                
March 25, 1993      WYLD-AM/FM*       New Orleans, LA                           
July 1, 1993        KSJL-AM           San Antonio, TX                           
August 19, 1993     WLMT-TV*          Memphis, TN                               
September 15, 1993  WRXL-FM           Richmond, VA                              
September 15, 1993  WRNL-AM           Richmond, VA                              
September 15, 1993  Virginia Network  Richmond, VA                              
October 13, 1993    KITN-TV           Minneapolis, MN                           
November 3, 1993    KTFO-TV*          Tulsa, OK                                 

*The Company operates these stations under time sales or time                   
brokerage agreements and does not own the FCC licenses.                         

Station operating expenses rose due to the increase in selling                  
expenses associated with this revenue increase and the additional               
operating expenses associated with the above acquisitions.  The                 
major cause of the increase in depreciation and amortization was                
due to the acquisition of  tangible and intangible assets                       
associated with the purchases of the above mentioned stations. The              
majority of the increase in interest expense was due to an increase             
in the average amount of debt outstanding and an increase in the                
average interest rate from 5.2% to 5.7%.                                        

Income tax expense was up due to the increase in earnings, while                
the average effective rate was down due to the drop in the amount               
of nondeductible goodwill as a percentage of earnings.                          

Net income rose for the above stated reasons, but was partially                 
offset by a $1,636,000 increase in corporate related expenses                   
warranted by the increase in current business activity.                         

Radio                                                                           

Net broadcasting revenue in 1994 increased 31% to $94,098,000 from              
$71,605,000.  Station operating expenses increased 19% to                       
$62,383,000 compared to $52,254,000 for 1993.  Station operating                
income before depreciation and amortization in 1994 increased to                
$31,714,000 from $19,351,000 or 64%.  Depreciation and amortization             
increased 35% to $12,324,000 from $9,114,000.  Station operating                
income increased 89% to $19,390,000 in 1994 from $10,237,000 in                 
1993.                                                                           

The majority of the increase in net broadcasting revenue, station               
operating expenses and depreciation and amortization was due to the             
acquisition of the radio stations and the network referred to                   
above.  The increase in station operating income was primarily due              
to the inclusion of the operating results of the above stated radio             
and network acquisitions. At year end, the Company owned 19 FM and              
14 AM FCC licenses. The maximum number of radio FCC licenses                    
allowed under current ownership rules is 20 for each. Based on the              
acquisitions and disposals subsequent to year end as well as the                
pending license transfer of WYLD-FM, the Company will hold 20 FM                
licenses and 15 AM licenses.                                                    

Television                                                                      

Net broadcasting revenue in 1994 increased 70% to $79,012,000 from              
$46,577,000.  Station operating expenses in 1994 increased 60% to               
$38,054,000 compared to $23,736,000 for 1993.  Station operating                
income before depreciation and amortization in 1994 increased to                
$40,958,000 from $22,842,000 or 79%.  Depreciation and amortization             
increased 48% to $12,344,000 from $8,333,000.  Station operating                
income increased 97% to $28,614,000 in 1994 from $14,508,000 in                 
1993.                                                                           

The majority of the increase in net broadcasting revenue was due to             
the inclusion of the above mentioned television acquisitions in                 
1994 and 1993.  Station operating expenses rose due to the increase             
in selling expenses associated with this revenue increase as well               
as the additional operating expenses of the new stations.  The                  
major cause of the increase in depreciation and amortization was                
due to the acquisition of tangible and intangible assets associated             
with the purchases of the above mentioned television stations.  At              
year end, the Company owned 9 television FCC licenses. The maximum              
number of television FCC licenses allowed under current ownership               
rules is 12.                                                                    

Comparison of 1993 vs 1992                                                      

Consolidated net broadcasting revenue in 1993 increased 44% to                  
$118,183,000 from $82,205,000.  Station operating expenses in 1993              
increased 42% to $75,990,000 compared to $53,532,000 for 1992.                  
Station operating income before depreciation and amortization in                
1993 increased to $42,193,000 from $28,672,000 or 47%. Depreciation             
and amortization increased 42% to $17,447,000 from $12,253,000.                 
Interest expense increased to $5,390,000 from $4,739,000 or 14%.                
Other expense decreased from $1,217,000 to $196,000.  Net income                
was $9,123,000 in 1993 compared to $4,293,000 in 1992.  Income tax              
expense in 1993 was $6,572,000 reflecting an annual average                     
effective rate of 42%, as compared to $3,282,000, which resulted in             
a 43% effective rate in 1992.                                                   

The majority of the increase in net broadcasting revenue was due to             
the additional revenue associated with the radio and television                 
stations acquired in 1993 and the inclusion of a full year of                   
operations for those stations acquired in 1992.  These stations are             
as follows:                                                                     

Network or                              
Purchase Date       Station           Location                                  

February 1, 1993    KQXT-FM           San Antonio, TX                           
March 9, 1993       KHFI-FM           Austin, TX                                
March 25, 1993      WYLD-AM/FM*       New Orleans, LA                           
July 1, 1993        KSJL-AM           San Antonio, TX                           
August 19, 1993     WLMT-TV*          Memphis, TN                               
September 15, 1993  WRXL-FM           Richmond, VA                              
September 15, 1993  WRNL-AM           Richmond, VA                              
September 15, 1993  Virginia Network  Richmond, VA                              
October 13, 1993    KITN-TV           Minneapolis, MN                           
November 3, 1993    KTFO-TV*          Tulsa, OK                                 
January 31, 1992    Kentucky Network  Louisville, KY                            
April 1, 1992       WPTY-TV           Memphis, TN                               
May 6, 1992         WKCI-FM           New Haven, CT                             
May 6, 1992         WAVZ-AM           New Haven, CT                             
June 26, 1992       KEYN-FM           Wichita, KS                               
June 26, 1992       KQAM-AM           Wichita, KS                               
July 1, 1992        WRVA-AM           Richmond, VA                              
July 1, 1992        WRVQ-FM           Richmond, VA                              
July 1, 1992        WRBQ-AM/FM        Tampa, FL                                 

*The Company operates these stations under time sales or time                   
brokerage agreements and does not own the FCC licenses.                         

Station operating expenses rose due to the increase in selling                  
expenses associated with this revenue increase and the additional               
operating expenses associated with the above acquisitions.  The                 
major cause of the increase in depreciation and amortization was                
due to the acquisition of tangible and intangible assets associated             
with the purchases of the above mentioned stations. The majority of             
the increase in interest expense was due to an increase in the                  
average amount of debt outstanding, which was partially offset with             
a reduction in the average interest rate from 5.9% to 5.2%.                     

Income tax expense was up due to the increase in earnings, while                
the average effective rate was down due to the drop in the amount               
of nondeductible goodwill as a percentage of earnings.                          

Net income rose for the above stated reasons, but was partially                 
offset by a $574,000 increase in corporate related expenses                     
warranted by the current and future business activity.                          

Radio                                                                           
Net broadcasting revenue in 1993 increased 45% to $71,605,000 from              
$49,220,000.  Station operating expenses increased 46% to                       
$52,254,000 compared to $35,838,000 for 1992.  Station operating                
income before depreciation and amortization in 1993 increased to                
$19,351,000 from $13,382,000 or 45%.  Depreciation and amortization             
increased 58% to $9,114,000 from $5,774,000.  Station operating                 
income increased to $10,237,000 in 1993 compared to $7,609,000 for              
1992, an increase of 35%.                                                       

The majority of the increase in net broadcasting revenue, station               
operating expenses and depreciation and amortization was due to the             
acquisition of the radio stations and the networks referred to                  
above.                                                                          

Television                                                                      

Net broadcasting revenue in 1993 increased 41% to $46,577,000 from              
$32,984,000.  Station operating expenses in 1993 increased 34% to               
$23,736,000 compared to $17,695,000 for 1992.  Station operating                
income before depreciation and amortization in 1993 increased to                
$22,842,000 from $15,290,000 or 49%.  Depreciation and amortization             
increased 29% to $8,333,000 from $6,479,000.  Station operating                 
income increased to $14,508,000 in 1993 compared to $8,811,000 in               
1992, an increase of 65%.                                                       

The majority of the increase in net broadcasting revenue was due to             
the inclusion of the above mentioned television acquisitions in                 
1993 and 1992.  Station operating expenses rose due to the increase             
in selling expenses associated with this revenue increase as well               
as the additional operating expenses of the new stations.  The                  
major cause of the increase in depreciation and amortization was                
due to the acquisition of tangible and intangible assets associated             
with purchases of the above mentioned television stations.                      

Liquidity and Capital Resources                                                 

The major sources of capital for the Company have historically been             
cash flow from operations, proceeds of long-term debt, as well as               
funds provided by the initial stock offering in 1984 and subsequent             
stock offerings in July 1991 and October 1993.  Historically, cash              
flow has exceeded earnings by a significant amount due to the high              
amortization and depreciation associated with the broadcasting                  
industry.                                                                       

On September 30, 1994, the Company refinanced its credit facility               
into a new $350,000,000 credit facility.  This facility converts                
into a reducing revolver on June 30, 1996, which will be paid out               
over the subsequent six year period.  During 1994, the Company made             
cash payments of $127,427,000 to purchase broadcasting assets                   
(radio and television stations), made principal payments on the                 
credit facility totaling $25,800,000 and purchased capital                      
equipment totaling $5,747,000.   At year end, the Company borrowed              
$38,500,000 to purchase KMJQ- FM and KYOK-AM which was effective                
January 1, 1995.  This transaction has been recorded as restricted              
cash as of year end with a corresponding increase in borrowings                 
under the credit facility. In addition, shortly after year end the              
Company borrowed $26,800,000 under its credit facility in                       
connection with its acquisition of KPRC-AM and KSEV-AM.                         

After giving effect to the above mentioned transactions, the                    
Company had $254,000,000 outstanding under its credit facility,                 
with $81,000,000 available for future borrowings.  Interest rates               
on these borrowings adjusts every 30 days. Based on the outstanding             
debt under the credit facility at the beginning of 1995, a 1%                   
increase in interest rates would result in a net after tax charge               
to the Company's earnings of approximately $1,651,000. In addition,             
other notes payable amounting to $15,589,000 were outstanding at                
year end.  The Company had $6,818,000 in cash and cash equivalents              
at year end.                                                                    

The Company expects that cash flow from operations in 1995 will be              
sufficient to make all required interest and principal payments on              
the credit facility.                                                            

Capital Expenditures and Program Commitments                                    

Capital outlays are expected to increase very little in 1995,                   
reflective only of the growth in the number of radio and television             
stations.  As the operator of thirteen television stations and one              
sports network, the Company will continue to enter into programming             
commitments to purchase the broadcast rights to various feature                 
films, syndicated shows, sports events and other programming.                   
Total commitments at December 31, 1994 were $16,318,000.  These                 
commitments were not available for television or radio broadcast at             
year end, but are expected to become available over the next five               
years, at which time they will be recorded.  Most commitments are               
then payable over a period not exceeding five years.                            

The Company anticipates paying for these program commitments and                
capital outlays with cash generated from operations.  It                        
anticipates funding any subsequent radio and television station                 
acquisitions with the existing credit facility and cash generated               
from operations.                                                                

Inflation                                                                       

Inflation has affected the Company's performance in terms of higher             
costs for wages, salaries and equipment.  Although the exact impact             
of inflation is not determinable, the Company believes it has                   
offset these higher costs by increasing the effective advertising               
rates of most of its radio and television stations.                             

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Management's Report on Financial Statements                                     

The consolidated financial statements and notes related thereto                 
were prepared by and are the responsibility of management.  The                 
consolidated financial statements and related notes were prepared               
in conformity with generally accepted accounting principles and                 
include amounts based upon management's best estimates and                      
judgments.                                                                      

It is management's objective to ensure the integrity and                        
objectivity of its financial data through systems of internal                   
controls designed to provide reasonable assurance that all                      
transactions are properly recorded in the Company's books and                   
records, that assets are safeguarded from unauthorized use and that             
financial records are reliable to serve as a basis for preparation              
of financial statements.                                                        

The consolidated financial statements have been audited by our                  
independent auditors, Ernst & Young L.L.P., to the extent required              
by generally accepted auditing standards and accordingly, they have             
expressed their professional opinion on the consolidated financial              
statements in their report included herein.                                     

The Board of Directors meets with management periodically to                    
satisfy itself that they are properly discharging their                         
responsibilities.  The independent auditors meet with the Audit                 
Committee of The Board without management present, to discuss the               
results of their audit and the quality of financial reporting and               
internal accounting controls.                                                   

L. Lowry Mays                                                                   
President and Chief Executive Officer                                           

Herbert W. Hill, Jr.                                                            
Vice President/Controller                                                       

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Report of Ernst & Young, L.L.P.,                                                
Independent Auditors                                                            

Shareholders and Board of Directors                                             
Clear Channel Communications, Inc.                                              

We have audited the accompanying consolidated balance sheets of                 
Clear Channel Communications, Inc. and Subsidiaries as of December              
31, 1994 and 1993, and the related consolidated statements of                   
earnings, changes in shareholders' equity and cash flows for each               
of the three years in the period ended December 31, 1994.  These                
financial statements are the responsibility of the Company's                    
management.  Our responsibility is to express an opinion on these               
financial statements based on our audits.                                       

We conducted our audits in accordance with generally accepted                   
auditing standards.  Those standards require that we plan and                   
perform the audit to obtain reasonable assurance about whether the              
financial statements are free of material misstatement.  An audit               
includes examining, on a test basis, evidence supporting the                    
amounts and disclosures in the financial statements.  An audit also             
includes assessing the accounting principles used and significant               
estimates made by management, as well as evaluating the overall                 
financial statement presentation.  We believe that our audits                   
provide a reasonable basis for our opinion.                                     

In our opinion, the consolidated financial statements referred to               
above present fairly, in all material respects, the consolidated                
financial position of Clear Channel Communications, Inc. and                    
Subsidiaries at December 31, 1994 and 1993, and the consolidated                
results of their operations and their cash flows for each of the                
three years in the period ended December 31, 1994, in conformity                
with generally accepted accounting principles.                                  

As discussed in Note F to the financial statements, in 1993 the                 
Company changed its method of accounting for income taxes.                      

Ernst & Young L.L.P.                                                            

San Antonio, Texas                                                              
February 17, 1995                                                               

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CONSOLIDATED BALANCE SHEETS                                                     

Assets                                                                          

                      December 31,
                           ---------------------------
                        1994                1993
                           ------------   ------------

Current Assets                                                                  

Cash and cash equivalents          $  6,817,595   $  5,516,850        
Accounts receivable,                                                  
less allowance of $3,117,496 in                             
1994 and $3,026,785 in 1993     38,280,518     24,843,046   
Film rights current                   8,847,262      7,830,657        
                           ------------   ------------

Total Current Assets            53,945,375     38,190,553   

Property, Plant and Equipment                                                   

Land                                  6,409,013      5,621,701        
Buildings                            10,642,563      9,235,884        
Transmitter and studio equipment     93,530,635     72,134,406        
Furniture and other equipment        13,514,125     11,094,300        
Leasehold improvements                4,059,725      2,017,622        
Construction in progress                784,850        216,896        
                           ------------   ------------
                            128,940,911    100,320,809

Less accumulated depreciation             43,623,032     32,571,094             
                           ------------   ------------
                             85,317,879     67,749,715

Intangible Assets                                                               

Leases                                1,455,000      1,933,000        
Fox Network Affiliation agreements   20,484,904     17,392,904        
Licenses and goodwill               194,408,601     85,152,468        
Covenants not-to-compete             22,271,938     21,125,000        
Other intangible assets               2,858,436      1,919,255        
                           ------------   ------------
                            241,478,879    127,522,627

Less accumulated amortization             33,861,800     24,028,299             
                           ------------   ------------
                            207,617,079    103,494,328

Other                                                                           

Restricted cash                      38,500,000                       
Film rights - noncurrent             12,653,817     12,425,316        
Other assets                          7,998,036      4,604,114        
Investments                           5,561,839      1,112,515        
                           ------------   ------------
                           $411,594,025   $227,576,541
                           ============   ============

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Liabilities and Shareholders' Equity                                            

                                          December 31,
                                              --------------------------
                                            1994                1993
                                               ------------   ------------

Current Liabilities                                                             

  Accounts payable                             $  5,686,835   $  4,435,858
  Accrued interest                                  741,490        255,769
  Accrued expenses                                3,928,738      3,987,737
  Accrued income and other taxes                  3,308,586      2,028,998
  Current portion of long-term debt               4,584,335      7,160,793
  Current portion of film rights liability        9,428,591      8,255,383
                                               ------------   ------------

       Total Current Liabilities                 27,678,575     26,124,538

  Long-Term Debt                                238,204,386     87,814,847

  Film Rights Liability                          12,578,636     11,727,941

  Deferred Income Taxes                           2,599,223      3,566,469

Shareholders' Equity                                                            

Preferred Stock, par value $1.00 per share,                           
authorized 2,000,000 shares, no shares                      
issued and outstanding                                      
Common Stock, par value $.10 per share,                               
authorized 20,000,000 shares, issued                        
and outstanding 17,230,409 shares                           
       in 1994 and 17,150,753 in 1993             1,723,041      1,715,076
  Additional paid-in capital                     92,535,139     84,635,233
  Retained earnings                              36,345,575     14,336,079
Cost of shares (5,082 in 1994 and 173,346                             
     in 1993) held in treasury                       (70,550)    (2,343,642)
                                               ------------   ------------
                                                130,533,205     98,342,746
                                               ------------   ------------

                                               $411,594,025   $227,576,541
                                               ============   ============
See Notes to Consolidated Financial Statements                                  

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CONSOLIDATED STATEMENTS OF EARNINGS                                                     

                                                       Year Ended December 31,          
                                             ------------------------------------------ 
                                                  1994           1993           1992    
                                             ------------   ------------   ------------ 

                                                                                        
Gross broadcasting revenue                   $200,694,908   $135,680,023   $ 94,471,583 
Less: Agency and national representative                                                
     commissions                               27,585,534     17,497,384     12,266,728 
                                             ------------   ------------   ------------ 
     Net broadcasting revenue                 173,109,374    118,182,639     82,204,855 

Station operating expenses                    100,436,858     75,990,031     53,532,458 
Depreciation and amortization                  24,668,540     17,447,262     12,252,721 
                                             ------------   ------------   ------------ 
     Station operating income                  48,003,976     24,745,346     16,419,676 

Corporate general and administrative                                                    
   expenses                                     5,099,834      3,463,523      2,889,590 
                                             ------------   ------------   ------------ 
     Operating income                          42,904,142     21,281,823     13,530,086 

Interest expense                                7,669,000      5,389,691      4,738,789 
Other income (expense) - net                    1,161,456       (196,482)    (1,216,596)
                                             ------------   ------------   ------------ 
Income before income taxes                     36,396,598     15,695,650      7,574,701 
Income taxes                                   14,387,102      6,572,434      3,281,502 
                                             ------------   ------------   ------------ 

Net income                                   $ 22,009,496   $  9,123,216   $  4,293,199 
                                             ============   ============   ============ 

Net income per common share                  $       1.27   $        .59   $        .29 
                                             ============   ============   ============ 
Weighted average common and common share                                                
     equivalents outstanding                   17,331,453     15,550,261     14,829,751 
                                             ============   ============   ============ 
See Notes to Consolidated Financial Statements                                          
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY                                     

                                      Additional                                               
                       Common         paid-in        Retained       Treasury                   
                       stock          capital        earnings       stock          Total       
                       ---------      -----------    -----------    ----------     ----------  
                                                                                               
Balances at January 1,                                                                         
     1992              $  916,239     $22,950,821    $   919,664                   $24,786,724 

Net income for year                                    4,293,199                     4,293,199 
Exercise of                                                                                    
     stock options         42,735       4,275,753                                    4,318,488 
Stock split effected                                                                           
     in the form of                                                                            
     a dividend           239,718        (239,718)                                             
Receipt of treasury                                                                            
   stock                                                            $(2,343,642)   $(2,343,642)
                       ----------     ------------   -----------    -----------    ----------- 
Balances at                                                                                    
   December 31, 1992    1,198,692      26,986,856      5,212,863     (2,343,642)    31,054,769 

Net income for year                                    9,123,216                     9,123,216 
Exercise of                                                                                    
   stock options              869          89,028                                       89,897 
Stock split effected                                                                           
   in the form of                                                                              
   a dividend             343,015        (343,015)                                             
Proceeds from issuance of                                                                      
   1,725,000 shares of                                                                         
   Common Stock           172,500      57,902,364                                   58,074,864 
                       ----------     -----------    -----------    -----------     -----------
Balances at                                                                                    
   December 31, 1993    1,715,076      84,635,233     14,336,079     (2,343,642)    98,342,746 

Net income for year                                   22,009,496                    22,009,496 
Exercise of stock                                                                              
   options                  1,168       2,805,735                       (27,440)     2,779,463 
Issuance of 119,048 shares                                                                     
   of Common Stock to acquire                                                                  
   minority interest in a consolidated                                                         
   subsidiary                           1,891,968                     1,609,532      3,501,500 
Issuance of 117,975 shares of                                                                  
   Common Stock for a business                                                                 
   acquisition              6,797       3,202,203                       691,000      3,900,000 
                       ----------     -----------    -------------  -----------    ----------- 
Balances at                                                                                    
   December 31, 1994   $1,723,041     $92,535,139    $36,345,575    $  (70,550)   $130,533,205 

See Notes to Consolidated Financial Statements                                                 
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CONSOLIDATED STATEMENTS OF CASH FLOWS                                                            

                                                                Year Ended December 31,          
                                           ----------------------------------------------------- 
                                           1994                 1993                1992         
                                           -------------        ------------        ------------ 
                                                                                                 
Net Cash Flow From Operating Activities    $  41,131,501        $ 27,780,463        $ 17,545,607 

Cash Flows From Investing Activities:                                                            

(Increase) in investments                     (4,135,718)           (525,068)          (138,943) 
(Increase) in restricted cash                (38,500,000)                                        
Purchases of property, plant and                                                                 
   equipment                                  (5,747,166)         (2,691,743)        (6,116,946) 
Proceeds from disposals of property,                                                             
   plant and equipment                           130,047             109,175             22,500  
Proceeds from disposal of                                                                        
   broadcasting assets                         2,025,000                                         
Acquisition of broadcasting                                                                      
   assets                                   (127,427,369)        (68,231,275)       (57,343,709) 
Acquisition of minority interest                                                                 
   in consolidated subsidiary                 (4,000,000)                                        
(Increase) in other intangible assets         (1,160,990)          (333,050)           (508,516) 
(Increase) in other - net                     (1,094,531)        (2,427,534)         (1,488,457) 
                                           -------------        -----------         -----------  

Net cash (used in) investing activities     (179,910,727)       (74,099,495)        (65,574,071) 

Cash Flows From Financing Activities:                                                            

Proceeds of long-term debt                   165,100,000         63,400,000          106,186,480 
Payments on long-term debt                   (25,800,000)       (72,500,000)         (58,050,000)
Payments on short-term debt and                                                                  
   current maturities                         (1,999,492)           (18,954)          (1,126,039)
Exercise of stock options                      2,779,463             89,897               43,083 
Proceeds from issuance of Common Stock                           58,074,864                      
                                           -------------        -----------         ------------ 
Net cash provided by financing activities    140,079,971         49,045,807           47,053,524 
                                           -------------        -----------         ------------ 

Net increase (decrease) in cash                1,300,745          2,726,775             (974,940)
                                           -------------        -----------         ------------ 
Cash at beginning of year                      5,516,850          2,790,075            3,765,015 
                                           -------------        -----------         ------------ 
Cash at end of year                        $   6,817,595        $ 5,516,850         $  2,790,075 
                                           =============        ===========         ============ 
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Schedule Reconciling Earnings To                                                                  
Net Cash From Operating Activities:                          Year Ended December 31,              

                                          ------------------------------------------------------- 
                                          1994               1993                     1992        
                                          -----------        -----------              ----------- 
                                                                                                  
Net income                                $22,009,496        $ 9,123,216              $ 4,293,199 

Reconciling Items:                                                                                

Depreciation                               12,639,104          9,216,982                6,550,590 
Amortization of intangibles                12,029,436          8,230,280                5,702,131 
Deferred taxes                                188,059             68,001                  600,932 
Amortization of film rights                 9,857,530          5,935,921                5,053,041 
Payments on film liabilities              (10,037,749)        (6,195,072)              (5,267,040)
(Gain) loss on disposal of assets            (598,863)             7,943                  222,962 
Changes in operating assets and liabilities:                                                      

(Increase) accounts receivable             (8,408,540)        (6,667,872)              (1,241,182)
Decrease federal income tax receivable                         1,936,146                  630,834 
Increase accounts payable                   1,151,467          1,751,352                  707,564 
Increase (decrease) accrued interest          485,721           (203,634)                 127,612 
Increase (decrease) accrued expenses         (221,855)         2,548,202                  234,936 
Increase (decrease) accrued                                                                       
   income and other taxes                   2,037,695          2,028,998                  (69,972)
                                          -----------        -----------              ----------- 
Net cash from operating activities        $41,131,501        $27,780,463              $17,545,607 
                                          ===========        ===========              =========== 

Acquisitions:                                                                                     

           1994                           1993                             1992                   
--------------------------     -----------------------------   --------------------------------   
KEBC-FM, WAXY-FM, KLRT-TV,     KQXT-FM, KHFI-FM, WYLD AM/FM,   Kentucky State Network, WPTY-TV,   
KASN-TV, KBXX-FM               WLMT-TV, WRXL-FM, WRNL-AM       WKCI-FM, WAVZ-AM, KEYN-FM, KQAM-AM 
Metroplex Communications, Inc. Virginia News Network, KITN-TV  WRVA-AM, WRVQ-FM and WRBQ AM/FM    
WENZ-FM and WXXA-TV            and KTFO-TV                                                        
                                                    1994              1993             1992       
                                                    ------------      -----------      -----------
Property, plant and equipment                       $ 26,385,571      $26,392,219      $21,535,065
Accounts receivable                                    5,334,476        2,466,089        2,602,229
Licenses, goodwill and other assets, net of                                                       
liabilities assumed                                  110,119,896       46,448,607       33,206,415
                                                    ------------      -----------      -----------
                                                     141,839,943       75,306,915       57,343,709
Less:                                                                                             
Seller financing                                                       (7,075,640)                
Notes payable assumed                               (10,512,574)                                  
Common Stock issued                                  (3,900,000)                                  
                                                    -----------       -----------      -----------

Cash paid on acquisitions                           $127,427,369      $68,231,275      $57,343,709
                                                    ============      ===========      ===========

See Notes to Consolidated Financial Statements                                                    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

Note A - Summary of Significant Accounting Policies                             

Principles of Consolidation:                                                    

The consolidated financial statements include the accounts of the Company       
and its subsidiaries, substantially all of which are wholly-owned.              
Significant intercompany accounts have been eliminated in consolidation.        
Certain amounts in prior years have been reclassified to conform to the         
1994 presentation.                                                              

Property, Plant and Equipment:                                                  

Property, plant and equipment are stated at cost.  Depreciation is              
computed principally by the straight-line method at rates which, in the         
opinion of management, are adequate to allocate the cost of such assets         
over their estimated useful lives, which are as follows:                        

Buildings - 10 to 30 years                                                      
Transmitter and studio equipment - 7 to 15 years                                
Furniture and other equipment - 5 to 10 years                                   
Leasehold improvements - generally life of lease                                

Expenditures for maintenance and repairs are charged to operations as           
incurred, whereas expenditures for renewal and betterments are                  
capitalized.                                                                    

Intangible Assets:                                                              

Intangible assets are stated at cost and are being amortized by the             
straight-line method.  For the years prior to 1993, excess cost over the        
fair value of net assets acquired (goodwill) and certain licenses are           
being amortized between 25 and 40 years.  All goodwill and licenses             
acquired subsequent to 1992 are being amortized over 25 years.  The             
carrying value of goodwill and licenses is reviewed if the facts and            
circumstances suggest that it may be impaired.  If this review indicates        
that goodwill and licenses will not be recoverable, as determined based         
on the undiscounted cash flows of the entity acquired over the remaining        
amortization period, the carrying value of the goodwill and licenses will       
be reduced accordingly.  Amortization of licenses and goodwill was              
$4,481,660, $1,976,972 and $1,496,579 in 1994, 1993 and 1992,                   
respectively.                                                                   

Covenants not-to-compete are amortized over the respective lives of the       
agreements.  The Fox Network Affiliation agreements are being amortized         
over 10 years.  Leases are amortized over the remaining lease terms.            

The periods of amortization are evaluated annually to determine whether         
circumstances warrant revision.                                                 

Film Rights:                                                                    

The capitalized costs of film rights are recorded when the license period       
begins and the film rights are available for use.  The rights are               
amortized using the straight-line method based on the number of showings        
or license periods.                                                             

Unamortized film rights are classified as current or noncurrent based on        
estimated usage.  Amortization of film rights is included in station            
operating expenses.                                                             

Barter Transactions:                                                            

Revenue from barter transactions is recognized when advertisements are          
broadcast, while merchandise or services are charged to expense when            
received or used.                                                               

Income Taxes:                                                                   

Effective January 1, 1993, the Company adopted Statement of Financial           
Accounting Standards No. 109 Accounting for Income Taxes ("SFAS 109").          
Under SFAS 109, income taxes for financial reporting purposes are               
determined using the liability method.  Under this method, deferred tax         
assets and liabilities are determined based on differences between              
financial reporting bases and tax bases of assets and liabilities, and          
are measured using the enacted tax rates expected to apply to taxable           
income in the periods in which the deferred tax asset or liability is           
expected to be realized or settled.  Prior to the adoption of SFAS 109,         
income tax expense was determined using the deferred method prescribed by       
APB 11. Among other changes, SFAS 109 changes the recognition and               
measurement criteria for deferred tax assets. As permitted under the new        
rules, prior years' financial statements have not been restated. The            
cumulative effect of adopting SFAS 109 as of January 1, 1993 was not            
material.                                                                       

Cash and Cash Equivalents:                                                      

The Company considers all highly liquid debt instruments purchased with a       
maturity of three months or less to be cash equivalents.                        

Financial Instruments:                                                          

The carrying amounts of the Company's financial instruments approximate         
their fair value.                                                               

Note B - Long-Term Debt                                                         

Long-term debt at December 31, 1994 and 1993 consisted of the following:        
                    December 31,
                      --------------------------
               1994           1993
                      -----------    -----------

Revolving credit to banks,                                                      
two years interest only through                                           
June 1996, payable quarterly,                                             
rate based upon prime, LIBOR or                                           
CD rate, at Company's discretion,                                         
6.75% at December 31, 1994;                                               
principal to be paid in full by 2002;                                     
$122.8 million remains undrawn                                            
at December 31, 1994, secured by                                          
100% of the Common Stock of the                                           
Company's wholly-owned                                                    
subsidiaries(1)                    $227,200,000   $ 87,900,000            
Note payable to third party,                                                    
interest and principal payments of                                        
$3,000,000 due annually through                                           
1996, 6% interest rate, guaranteed                                        
by a subsidiary                       5,188,847     7,075,640             
Note payable to third parties,                                                  
interest payable quarterly,                                               
principal due in 1999, 5.25%                                              
interest rate, unsecured              2,700,000                           
Other long-term debt                     7,699,874                              
                      ------------   -----------

                       242,788,721    94,975,640

Less current portion                     4,584,335     7,160,793                
                      ------------   -----------
                      $238,204,386   $87,814,847
                      ============   ===========

(1) On June 30, 1996, the credit converts to a reducing revolver with           
quarterly principal payments beginning September 30, 1996 of $6,816,000         
increasing to $9,996,800 on March 31, 1998 through maturity.  Of the            
$122.8 million undrawn at December 31, 1994, $7.0 million is unavailable        
due to a letter of credit outstanding, $6.0 million is unavailable due to       
the note payable to third party (including interest) described above and        
$2.0 million is unable due to a guarantee described in Note J.  This            
leaves $107.8 million available for future borrowings under the line.           

The Company's current loan agreement with banks contains certain                
covenants which, among other matters, the payment of cash dividends.            

Maturities of long-term debt at December 31, 1994 are as follows:               

1995                                   $ 4,584,335                              
1996                                    16,787,427                              
1997                                    34,577,352                              
1998                                    41,167,441                              
1999                                    45,704,166                              
2000 and thereafter                     99,968,000                              
        ------------
        $242,788,721
        ============

Interest paid in 1994, 1993 and 1992 amounted to $7,183,279, $5,593,325         
and $4,611,177, respectively.                                                   

Note C - Commitments                                                            

The Company leases its office space and certain broadcasting facilities         
and equipment under long-term operating leases.  Some of the lease              
agreements contain renewal options and annual rental escalation clauses         
(generally tied to the consumer price index or a maximum of 5%), as well        
as provisions for the payment of utilities and maintenance by the               
Company. As of December 31, 1994, the Company's future minimum rental           
commitments, under noncancelable lease agreements with terms in excess of       
one year, consist of the following:                                             

1995                                  $  2,708,366                              
1996                                     2,128,446                              
1997                                     1,772,793                              
1998                                     1,382,704                              
1999                                     1,043,557                              
2000 and thereafter                      7,333,464                              
        ------------
        $ 16,369,330
        ============

Rent expense charged to operations for 1994, 1993 and 1992 was                  
$3,272,870, $2,344,385 and $1,684,137, respectively.                            

As part of the acquisitions of KLRT-TV and WXXA-TV in 1994, and WLMT-TV,        
KITN-TV and KTFO-TV in 1993, the Company assumed certain film rights            
liabilities of $3,324,286 and $10,049,205, respectively. In addition, as        
part of the ongoing operation of television stations, the Company entered       
into additional film rights commitments totaling $8,605,577, $5,345,403         
and $5,662,881 for 1994, 1993 and 1992, respectively.  These commitments        
and related film assets are recorded on the earliest date the rights are        
available for telecast.  At December 31, 1994, the future payments on           
these liabilities are as follows:                                               

1995                                  $ 9,428,591                               
1996                                    6,311,209                               
1997                                    4,437,162                               
1998                                    1,637,844                               
1999                                      182,323                               
2000 and thereafter                        10,098                               
       -----------
       $22,007,227
       ===========

Commitments of additional film license agreements in the amount of              
$13,497,839 have been executed.  However, they are not included in the          
above amounts because the programs were not available for telecast as of        
December 31, 1994.  In addition, commitments for sports rights have been        
executed in the amount of $2,820,000 for future radio and television            
broadcast of football and basketball games.                                     

Note D - Stock Splits and Dividends                                             

In February 1994, 1993 and 1992, the Board of Directors authorized five-        
for-four stock splits in the form of 25 percent stock dividends                 
distributed on February 22, 1994, February 19, 1993, and March 31, 1992,        
respectively, to stockholders of record on February 15, 1994, February          
12, 1993 and March 2, 1992, respectively. The stock splits were recorded        
retroactively to the prior year. A total of 3,430,150;  2,397,177 and           
1,832,478 shares, respectively, were issued in connection with the 1994,        
1993 and 1992 stock splits. Fractional shares were paid in cash based on        
the closing price on the record date.  All share, per share, stock price        
and stock option amounts have been restated to reflect the stock splits.        

Note E - Business Acquisitions                                                  

During 1994, 1993 and 1992, the Company acquired substantially all the          
broadcasting assets of the following radio stations, television stations        
and news and agricultural networks which were all funded with bank              
financing and cash flows from operations:                                       

Purchase      Network or                               Purchase                 
Date           Station              Location           Price                    
----------    -----------           ----------------   ---------                

1994 Acquisitions                                                               
-----------------                                                               
January 14    KEBC-FM               Oklahoma City, OK $ 7,500,000               
February 28** KLRT-TV                                                           
KASN-TV*              Little Rock, AR    18,280,000 
March 9       WAXY-FM               Miami, FL          14,000,000               
August 15     KBXX-FM               Houston,TX         21,000,000               
October 12    Metroplex***          Miami/                                      
Communications,       Ft. Lauderdale, FL            
Inc.                  Tampa, FL                     
                     Cleveland, OH      48,394,000
November 1    WENZ-FM*              Cleveland, OH       6,000,000               
December 1    WXXA-TV               Albany, NY         25,500,000               

1993 Acquisitions                                                               
-----------------                                                               

February 1    KQXT-FM               San Antonio, TX     8,200,000               
March 9       KHFI-FM               Austin, TX          3,500,000               
March 25      WYLD-AM/FM*           New Orleans, LA     7,731,000               
July 1        KSJL-AM               San Antonio, TX     1,000,000               
August 19     WLMT-TV*              Memphis, TN         7,600,000               
September 15  WRXL-FM                                                           
WRNL-AM                                             
Virginia Network      Richmond, VA        9,500,000 
October 13    KITN-TV               Minneapolis, MN    35,076,000               
November 3    KTFO-TV*              Tulsa, OK           2,700,000               

1992 Acquisitions                                                               
-----------------                                                               

January 31    Kentucky Network      Louisville, KY     1,530,000                
April 1       WPTY-TV               Memphis, TN        21,741,000               
May 6         WKCI-FM                                                           
WAVZ-AM               New Haven, CT      14,000,000 
June 26       KEYN-FM                                                           
KQAM-AM               Wichita, KS        1,550,000  
July 1        WRVA-AM                                                           
WRVQ-FM               Richmond, VA                  
WRBQ-AM/FM            Tampa, FL          18,523,000 

*   The Company operates these stations under time sales or time                
brokerage agreements and does not own the FCC licenses.                         

**  The Company exercised its option to acquire these stations as               
discussed in Note J. The purchase price does not reflect acquisition of         
deferred tax assets, see Note F.                                                

*** The Company issued 67,975 shares of Common Stock and released  50,000       
shares of treasury stock in conjunction with this purchase. The purchase        
price does not reflect acquisition of deferred tax assets, see Note F.          

The results of operations for 1994, 1993 and 1992 include the operations        
of each station from the respective dates of acquisition, except for            
WRXL-FM, WRNL-AM and the Virginia Network, where the results of                 
operations were included since April 1, 1993, via a time brokerage              
agreement.  Assuming each of the acquisitions had taken place at the            
beginning of 1992, unaudited pro forma consolidated results of operations       
would have been as follows:                                                     

Pro Forma (Unaudited)         
Year Ended December 31,       
(in thousands)                
except per share amounts      
              --------------------------------------------

    1994             1993         1992
        ---------        --------     --------

Net broadcasting                                                                
revenue               $199,992         $169,811     $156,522              
Net income (loss)          18,738           12,175       (4,909)                
Net income (loss)                                                               
per share                 1.08              .78         (.33)             

The above pro forma information is presented in response to applicable          
accounting rules relating to business acquisitions and is not necessarily       
indicative of the actual results that would have been achieved had each         
of the stations been acquired at the beginning of 1992, nor is it               
indicative of future results of operations.                                     

During 1994, the Company sold substantially all the broadcasting assets         
of four radio stations.  KEYN-FM and KQAM-AM, Wichita, KS, were sold for        
$2,000,000 in cash to a third party; while KORA-FM and KTAM-AM,                 
Bryan/College Station, TX,  were sold to a former employee for $25,000 in       
cash and $2,200,000 in notes receivable. These transactions resulted in a       
net gain of approximately $700,000 which is included in other income. Net       
assets and operations of these four radio stations were not significant.        

Note F - Income Taxes                                                           

Significant components of the provision for income taxes are as follows:        

                                      Deferred
      Liability Method              Method
          ---------------------------   ----------

    1994             1993         1992
          -----------      ----------   ----------

Current - federal        $12,068,573      $5,519,762   $2,323,440               
Deferred                     188,059          68,001      600,932               
State                      2,130,470         984,671      357,130               
          -----------      ----------   ----------

Total                    $14,387,102      $6,572,434   $3,281,502               
          ===========      ==========   ==========

Significant components of the Company's deferred tax liabilities and            
assets as of December 31, 1994 and 1993 are as follows:                         

                     1994         1993
                           ----------   ----------
Deferred tax liabilities:                                                       

Tax over book depreciation                $6,887,492   $5,083,288               
Film amortization                            747,854      606,796               
Other                                        362,495      249,201               
                           ----------   ----------
Total deferred tax liabilities             7,997,841    5,939,285               

Deferred tax assets:                                                            
Gain on sale of assets                       342,008      193,990               
Book over tax amortization                 2,726,763    1,782,334               
Deferred income                              197,603      366,559               
NOL carryforwards                          1,933,980                            

Other                                        198,264       29,933               
                           ----------   ----------
Total deferred tax assets                   5,398,618   2,372,816               

Net deferred tax liabilities              $ 2,599,223  $3,566,469               
                           ===========  ==========

The 1994 amounts include $1,155,305 of net deferred tax assets                  
established in purchase business transactions.                                  

The components of the provision for deferred income taxes for the year          
ended December 31, 1992 is as follows:                                          

        1992
            --------

Tax over book depreciation                $216,066                              
Gain on sale of assets     (8,403)                                              
Bad debts                                  131,060                              
Film amortization                          154,280                              
Book over tax amortization                (185,598)                             
Compensation related to options            293,527                              
            --------
            $600,932
            ========

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The reconciliation of income tax attributable to continuing operations computed at the U.S.   
federal statutory tax rates to income tax expense is:                                         

                        Liability Method                                Deferred Method       
                        -----------------------------------------       -----------------     

                        1994                     1993                   1992                  
                        ------------------       ---------------        ------------------    

                        Amount         Percent   Amount       Percent   Amount         Percent
                        -----------    ---       -----------  ---       ----------     ---    
                                                                                              
Income tax expense                                                                            
   at statutory rates   $12,738,809    35%       $5,493,477   35%       $2,575,398     34%    
State income taxes, net                                                                       
   of federal tax benefit 1,384,806     4%          640,036    4%          235,706      3%    
Amortization of                                                                               
   nondeductible goodwill   461,261     1%          318,395    2%          446,106      6%    
Other, net                 (197,774)                120,526    1%           24,292            
                        -----------              ----------             ----------            
                        $14,387,102    40%       $6,572,434   42%       $3,281,502     43%    
                        ===========    ===       ==========   ===       ==========     ===    

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Income taxes paid in 1994, 1993 and 1992 amounted to $13,107,514,               
$3,900,337 and $2,205,500, respectively. Federal income tax refunds             
received in 1993 and 1992 amounted to $1,639,245 and $431,441,                  
respectively.                                                                   

The Company acquired certain net operating loss carryforwards in                
conjunction with its purchase of KLRT/KASN-TV and Metroplex                     
Communications, Inc. At December 31, 1994, the remaining carryforwards          
were $4,899,320 and $626,337, respectively, which expire in the years           
1997 through 2008.                                                              

Note G - Stock Options                                                          

At December 31, 1994, the Company had options outstanding to purchase           
414,252 shares of its Common Stock and has reserved an additional 631,715       
shares of its Common Stock for future options. A summary of the Company's       
various option plans is  as follows:                                            

1984 Stock Option Plan                                                          

The Company's 1984 Stock Option Plan (1984 Plan) expired on December 31,        
1993.  Options previously granted will continue to be outstanding.  The         
shares under the 1984 Plan were granted to officers and key employees at        
no less than 100% of the fair market value of the underlying stock on the       
date of the grant.  Options granted under the 1984 Plan were granted for        
a term not exceeding five years and terminate in the event the employee         
terminates their employment with the Company.  The outstanding options          
are adjusted to reflect stock dividends, stock splits, etc. (anti-              
dilutive provisions).                                                           

As of January 1, 1994, there were 228,771 options outstanding under the         
1984 Plan (including the retroactive treatment of the 1994 stock split in       
the amount of 45,324 shares).   In addition there were no unoptioned            
shares available for granting.                                                  

During 1994, no options were granted, while 11,800 optioned shares were         
exercised at prices ranging from $3.78 to $4.65 and 9,375 were released.        
During February 1994, the Board authorized a five-for-four stock split          
which resulted in additional options of  45,324 being granted pursuant to       
the anti-dilutive provisions of the 1984 Plan.                                  

As of December 31, 1994, there were no unoptioned shares available, as          
the 1984 Plan expired on December 31, 1993.  However, there were 207,596        
options outstanding with exercise prices ranging from $3.97 to $25.50,          
vesting dates ranging from February 6, 1993 to August 16, 1996 and              
expiration dates ranging from February 6, 1995 to August 16, 1998.              

1994 Stock Option Plan                                                          

Effective February 2, 1994, the Company adopted the 1994 Incentive Stock        
Option Plan (1994 Plan) under which options to acquire up to 375,000            
shares of Common Stock may be granted. The shares under this plan are           
granted to officers and key employees at no less than 100% of the fair          
market value of the underlying stock on the date of the grant.  Options         
granted under the 1994 Plan are granted for a term not exceeding five           
years and terminate in the event the employee terminates their employment       
with the Company.  The outstanding options are adjusted to reflect stock        
dividends, stock splits, etc. (anti-dilutive provisions).                       

During 1994, 26,678 options were granted under the 1994 Plan.  In               
addition, the Board authorized a five-for-four stock split which resulted       
in additional options of 4,107 being granted pursuant to the anti-              
dilutive provisions of the 1994 Plan.                                           

As of December 31, 1994, there were 344,215 unoptioned shares and 30,785        
options outstanding with exercise prices ranging from $32.30 to $51.13,         
vesting dates ranging from February 2, 1997 to December 15, 1997 and            
expiration dates ranging from February 2, 1999 to December 15, 1999.            

1994 Non-Qualified Stock Option Plan                                            

Effective February 2, 1994, the Company adopted the 1994 Non-Qualified          
Stock Option Plan (1994 N.Q. Plan) under which options to acquire up to         
375,000 shares of Common Stock may be granted. The shares under this plan       
are granted to officers, directors of the Company and employees at              
exercise prices determined by the Compensation Committee on the date of         
the grant.  Options granted under the 1994 N.Q. Plan are granted for a          
term not exceeding ten years and terminate in the event the employee            
terminates their employment, or the director his relationship with the          
Company.  The outstanding options are adjusted to reflect stock                 
dividends, stock splits, etc. (anti-dilutive provisions).                       

On February 2, 1994, the Company issued options to an officer and               
director of the Company to purchase 62,000 shares and to the directors of       
the Company to purchase 25,000 shares of the Company's Common Stock at an       
exercise price of $32.30, which was equal to the fair market value of the       
stock at the date of grant. The options to the officer and director are         
exercisable immediately, while the directors vest 20% per year.  Both           
expire on February 2, 2004. None of the options have been exercised.            

Other Stock Options                                                             

During December 1992, an officer and director of the Company exercised          
all of his 419,523 non-qualified stock options,  at an average exercise         
price of $5.59. The exercise price was paid with 173,346 shares of the          
Company's Common Stock owned by the officer and director (after giving          
effect to the February 1993 and 1994 stock splits).  A portion of these         
shares are held in Treasury by the Company at December 31, 1994.  This          
transaction resulted in a federal income tax benefit to the Company of          
$2,216,386, part of which was recorded as a credit to additional paid-in        
capital and the remainder to deferred taxes.                                    

During 1993, the Company issued options to an officer and director of the       
Company to purchase 57,121 shares of the Company's Common Stock at an           
exercise price of $16.90, which was equal to the fair market value of the       
stock at the date of grant.                                                     

In February 1993, the Company granted options to the Board of Directors         
to purchase 31,250 shares of the Company's Common Stock at an exercise          
price of $16.64.  The options vest 20% per year and do not have an              
expiration date.                                                                

In February 1991, Clear Channel Television, Inc. (CCT), a wholly-owned          
subsidiary of the Company, adopted the 1991 Non-Qualified Stock Option          
Plan, which authorized the granting of options to purchase 50,000 shares        
of its Common Stock.  In February 1993, CCT elected to discontinue the          
granting of options pursuant to this plan.  At December 31, 1994, there         
were 9,500 options outstanding exercisable on January 1, 1999.  In              
addition, in January 1994 an officer of CCT exercised his options to            
purchase 100,000 shares of CCT's Common Stock at $1.00 per share. This          
resulted in an income tax benefit of approximately $2.8 million which was       
recorded as an increase in additional paid-in capital. In July 1994, the        
Board of Directors approved the purchase of the 100,000 shares.  As             
consideration, the Company paid $4,000,000 in cash and issued 119,048           
shares of the Company's Common Stock held in Treasury with an estimated         
value of approximately $3.5 million. The Company recorded this                  
transaction as an acquisition of minority interest in CCT with the              
resulting excess cost allocated to goodwill.                                    

Note H - Employee Benefit Plan                                                  

Effective March 1, 1987, the Company adopted the Clear Channel                  
Communications, Inc., 401(K) Savings Plan for the purpose of providing          
retirement benefits for substantially all employees.                            

Contributions to the Plan are made both by the employees and the Company.       
The Company matches 35% of the first 5% of an employee's deferred               
compensation to a maximum of $9,240 per year. Company-matched                   
contributions vest to the employees based upon their number of years of         
service to the Company.                                                         

Contributions to this Plan of $398,369, $292,814 and $202,557 were              
charged to expense for 1994, 1993 and 1992, respectively.                       

The Company does not offer or provide post-retirement health-care               
benefits to any of its employees.                                               

Note I - Subsequent Events                                                      

Effective January 1, 1995, the Company purchased the broadcasting assets        
of KMJQ-FM and KYOK-AM in Houston, TX, for $38.5 million. On December 31,       
1994, the Company borrowed this $38.5 million which is reflected in the         
accompanying consolidated balance sheet as an increase in long-term debt        
and restricted cash. On January 5, 1995, the Company sold KYOK-AM and           
KHYS-FM in Houston, TX and KALO-AM in Beaumont/Port Arthur, TX for $2.475       
million, $10.0 million and $450,000, respectively, to a third party, of         
which $350,000 was in cash and the remainder in notes receivable. The net       
assets and operations of these stations were not significant                    

Effective January 1, 1995, the Company also purchased an 80% interest in        
the broadcasting assets of KPRC-AM and KSEV-AM in Houston, TX, for cash         
in the amount of $26.8 million.  Financing was provided by the existing         
credit facility.                                                                

Note J - Investments                                                            

During February 1994, the Company exercised its option to acquire the           
remaining 51% of the Common Stock of its 49% owned previously                   
unconsolidated subsidiary, Clear Channel Television of Little Rock, Inc.        
(CCTLR) for a nominal amount of $510 from an officer and director.  The         
Company loaned CCTLR $18,900,000 in order that CCTLR could settle its           
obligation with its principal creditor, and upon consummation of these          
transactions, the Company began consolidating CCTLR on March 1, 1994.           
CCTLR owned and operated KLRT-TV and operated KASN-TV, both in Little           
Rock, AR.  The total assets of this subsidiary amounted to $17,146,000,         
while current and long-term liabilities amounted to $21,883,000, leaving        
a deficiency of assets of $5,240,000.                                           

During 1994, 1993 and 1992, the Company provided approximately                  
$2,200,000, $2,600,000 and $6,000,000, respectively, in financing to            
third parties which was used to effect the acquisition of radio and             
television broadcasting operations.  The financing provided in 1994 and         
1993 was in the form of a loan to former employees, secured by the              
broadcasting assets of certain radio stations.  The financing provided by       
the Company in 1992 was in the form of a $3,500,000 asset purchase and          
lease-back arrangement, a $2,000,000 guarantee of bank borrowings and the       
balance in a working capital loan, all of which are collateralized by           
substantially all of the third party's assets.  The Company has no voting       
or equity interest in these entities.  The Company is accounting for            
these transactions in a manner similar to the equity method, the effect         
of which was not significant for the years ended December 31, 1994, 1993        
or 1992. Total amount due the Company at December 31, 1994 under these          
arrangements amounted to $5,294,000 and is included in other assets.            

Note K - Contingencies                                                          

From time to time, claims are made and lawsuits are filed against the           
Company, arising out of the ordinary business of the Company. In the            
opinion of the Company's management, liabilities, if any, arising from          
these actions are either covered by insurance, adequately reserved for by       
the Company or otherwise would not have a material adverse effect on the        
financial condition of the Company.                                             

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Note L - Segment Data                                                                            

The Company consists of two principal business segments. At year end, the radio segment included 
thirty-three stations for which the Company is the licensee  and six stations operated under time
sales or time brokerage agreements; all of which operate in twelve different markets. The radio  
segment also operates four networks. At year end, the television segment included nine television
stations for which the Company is the licensee and four stations which are operated under time   
sales or time brokerage agreements; all of which operate in nine different markets. Substantially
all revenues represent income from unaffiliated companies.                                       


Selected financial information for these segments is presented below:                            

                                         1994             1993             1992                  
                                         ------------     ------------     ------------          
                                                                                                 
Radio                                                                                            
Net broadcasting revenue                 $ 94,097,668     $ 71,605,141     $ 49,220,401          
Station operating expenses                 62,383,246       52,254,074       35,837,906          
Depreciation                                5,664,700        4,605,256        2,927,721          
Amortization of intangibles                 6,659,726        4,508,583        2,846,056          
                                         ------------     ------------     ------------          
Station operating income                 $ 19,389,996     $ 10,237,228     $  7,608,718          
                                         ============     ============     ============          
Total identifiable assets                $244,296,718     $114,684,055     $ 81,385,177          
                                         ============     ============     ============          
Capital expenditures                     $  1,888,787     $  1,616,617     $  2,676,681          
                                         ============     ============     ============          
Television                                                                                       

Net broadcasting revenue                 $ 79,011,706     $ 46,577,498     $ 32,984,454          
Station operating expenses                 38,053,612       23,735,957       17,694,552          
Depreciation                                6,974,404        4,611,726        3,622,869          
Amortization of intangibles                 5,369,710        3,721,697        2,856,075          
                                         ------------     ------------     ------------          
Station operating income                 $ 28,613,980     $ 14,508,118     $  8,810,958          
                                         ============     ============     ============          
Total identifiable assets                $167,297,307     $112,892,486     $ 65,607,794          
                                         ============     ============     ============          
Capital expenditures                     $  3,858,379     $  1,075,126     $  3,440,265          
                                         ============     ============     ============          

Consolidated                                                                                     

Net broadcasting revenue                 $173,109,374     $118,182,639     $ 82,204,855          
Station operating expenses                100,436,858       75,990,031       53,532,458          
Depreciation                               12,639,104        9,216,982        6,550,590          
Amortization of intangibles                12,029,436        8,230,280        5,702,131          
                                         ------------     ------------     ------------          
Station operating income                 $ 48,003,976     $ 24,745,346     $ 16,419,676          
                                         ============     ============     ============          
Total identifiable assets                $411,594,025     $227,576,541     $146,992,971          
                                         ============     ============     ============          
Capital expenditures                     $  5,747,166     $  2,691,743     $  6,116,946          
                                         ============     ============     ============          
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Note M - Quarterly Results of Operations (Unaudited)                                                                        

                     March 31                  June 30                   September 30              December 31              
                     -----------------------   ------------------------  -----------------------   -----------------------  
                     1994         1993         1994         1993         1994         1993         1994         1993        

                                                                                                                            
Gross broadcasting                                                                                                          
   revenue           $38,871,413  $24,021,113  $48,110,302  $31,548,701  $47,573,068  $32,227,891  $66,140,125  $47,882,318 
Net broadcasting                                                                                                            
   revenue            33,917,189   20,997,199   41,444,716   27,391,362   41,009,946   27,964,827   56,737,523   41,829,251 
Station operating                                                                                                           
   expenses           22,020,153   14,620,432   23,690,102   17,449,976   23,767,486   17,893,926   30,959,117   26,025,697 
Depreciation and                                                                                                            
   amortization        5,479,616    3,767,887    5,785,149    4,095,238    6,189,146    4,266,795    7,214,629    5,317,342 
                     -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
Station operating                                                                                                           
   income              6,417,420    2,608,880   11,969,465    5,846,148   11,053,314    5,804,106   18,563,777   10,486,212 
Corporate expenses     1,231,337      699,933    1,061,724      797,491    1,092,338      689,094    1,714,435    1,277,005 
                     -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
Operating income       5,186,083    1,908,947   10,907,741    5,048,657    9,960,976    5,115,012   16,849,342    9,209,207 
Interest expense      (1,203,843)  (1,315,424)  (1,712,075)  (1,283,766)  (1,845,578)  (1,391,395)  (2,907,504)  (1,399,106)
Other income (expense)  (455,943)    (253,112)     697,066      180,166      650,064       94,719      270,269     (218,255)
                     -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
Income before income                                                                                                        
   taxes               3,526,297      340,411    9,892,732    3,945,057    8,765,462    3,818,336   14,212,107    7,591,846 
Income taxes           1,479,348      221,155    3,821,243    1,788,385    3,342,051    1,780,088    5,744,460    2,782,806 
                     -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
Net income           $ 2,046,949  $   119,256  $ 6,071,489  $ 2,156,672  $ 5,423,411  $ 2,038,248  $ 8,467,647  $ 4,809,040 
                     ===========  ===========  ===========  ===========  ===========  ===========  ===========  =========== 
Net income per common                                                                                                       
   share(1)          $       .12  $       .01  $       .35  $       .14  $       .31  $       .14  $       .49  $       .28 
                     ===========  ===========  ===========  ===========  ===========  ===========  ===========  =========== 
Weighted average common and                                                                                                 
   common share equivalents                                                                                                 
   outstanding (1)    17,204,689   14,927,778   17,212,944   14,958,984   17,338,220   15,022,894   17,491,963   17,078,046 
                     ===========  ===========  ===========  ===========  ===========  ===========  ===========  =========== 
Stock price: (1)                                                                                                            
   High              $    40.375  $    19.600  $    39.125  $    21.700  $    52.000  $    30.900  $    51.750  $    36.900 
   Low                    31.700       12.960       32.375       17.200       36.125       21.000       41.250       28.600 

The Company's Common Stock was traded on the American Stock Exchange from January 1 to November 4 under the symbol CCU.     
Subsequent thereto, the stock was traded on the New York Stock Exchange under the symbol CCU. There were approximately 3,500
shareholders of record as of March 1, 1995.                                                                                 

(1) Adjusted for five-for-four stock split declared by Board of Directors in February 1994.                                 

(2) 1993 barter transactions were recorded in the fourth quarter of 1993; however, the effect was immaterial for the year.  
1994 barter transactions were recorded on a quarterly basis.                                                                
                                                        [Enlarge/Download Table]

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SELECTED FINANCIAL DATA                                                                         

                                   Year Ended December 31,                                      
                      1994(5)      1993(4)       1992(3)       1991         1990(2)             
                      -------      -------       -------       -------      -------             
                                   (In thousands, except per-share amounts)                     
                                                                                                

Statement of Operations Data:                                                                   

Gross broadcasting                                                                              
   revenue            $200,695     $135,680      $94,472       $74,142      $69,645             
Net broadcasting                                                                                
   revenue             173,109      118,183       82,205        64,384       60,311             
Station operating                                                                               
  expenses             100,437       75,990       53,532        44,981       43,533             
Depreciation and                                                                                
   amortization         24,668       17,447       12,253         7,641        6,596             
                      --------     --------      -------       -------      -------             
      Station operating                                                                         
      income            48,004       24,746       16,420        11,762       10,182             
Corporate general and                                                                           
   administrative                                                                               
   expenses              5,100        3,464        2,890         2,403       1,818              
                      --------     --------      -------       -------      ------              
Operating income        42,904       21,282       13,530         9,359       8,364              
                      --------     --------      -------       -------      ------              
Interest expense        (7,669)      (5,390)      (4,739)       (5,371)     (7,982)             
Other income                                                                                    
   (expense)             1,161         (196)      (1,217)       (1,483)       (387)             
                      --------     --------      -------       -------      ------              
Income (loss) before income                                                                     
   taxes                36,396       15,696        7,574         2,505          (5)             
Income taxes            14,387        6,573        3,281         1,379         345              
                      --------     --------      -------       -------      ------              
Net income (loss)     $ 22,009     $  9,123      $ 4,293       $ 1,126      $ (350)             
                      ========     ========      =======       =======      ======              
Net income (loss) per                                                                           
   common share (1)   $   1.27     $    .59      $   .29       $   .09      $ (.03)             
                      ========     ========      =======       =======      ======              
Weighted average common                                                                         
   and common share                                                                             
   equivalents                                                                                  
   outstanding (1)      17,331       15,550       14,830        12,988       11,498             
                      ========     ========      =======       =======      =======             

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Cash dividends                                                                                  
   per share (1)          -            -             -             -           -                
                      ========     ========      =======       =======      ========            
Balance Sheet Data:                                                                             

Current assets        $53,945      $38,191       $24,844       $20,521      $20,605             
Property, plant and                                                                             
   equipment - net     85,318       67,750        48,017        27,169       33,484             
Total assets          411,594      227,577       146,993        92,450      101,684             
Current liabilities    27,679       26,125        10,073         9,960        8,942             
Long-term debt, net                                                                             
   of current                                                                                   
   maturities         238,204       87,815        97,000        48,110       80,946             
Shareholders' equity  130,533       98,343        31,055        24,787        2,745             

(1) In February 1994, 1993 and 1992, the Company declared and paid five-for-four stock splits.  
In May 1990, the Company had a three-for-two stock split. All per-share amounts and dividends   
have been adjusted to reflect the stock splits.                                                 

(2) Includes five months' results of operations of KSAS-TV, acquired in 1990.                   

(3) Includes eleven months' results of operations of the Kentucky Network, nine months' results 
of operations of WPTY-TV, eight months' results of operations of radio stations WKCI-FM and     
WAVZ-AM and six months' results of operations of radio stations KEYN-FM, KQAM-AM,    WRVA-AM,   
WRVQ-FM and WRBQ-AM/FM, all acquired in 1992.                                                   

(4) Includes eleven months' results of operations of KQXT-FM, ten months' results of operations 
of KHFI-FM, nine months' results of operations of              WYLD-AM/FM, WRXL-FM, WRNL-AM and 
the Virginia News Network, six months' results of operations of KSJL-AM, four and one-half      
months' results of operations of WLMT-TV, three months' results of operations of KITN-TV and two
months' results of operations of KTFO-TV, all acquired in 1993.                                 

(5)  Includes twelve months' results of operations of KEBC-FM, ten months' results of operations
of WAXY-FM and KLRT-TV, four and one-half months' results of operations of KBXX-FM, two and one-
half months' results of operations of  Metroplex Communications, Inc., two months' results of   
operations of WENZ-FM and one month's results of operations of WXXA-TV, all acquired in 1994.   

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CORPORATE INFORMATION                                                                           

Corporate Officers                                                              

L. Lowry Mays                                                                   
President/Chief Executive Officer                                               

Mark P. Mays                                                                    
Senior Vice President/Operations                                                

Herbert W. Hill, Jr.                                                            
Vice President/Controller                                                       

Randall T. Mays                                                                 
Vice President/Treasurer                                                        

Kenneth E. Wyker                                                                
Vice President for Legal Affairs                                                

Board of Directors                                                              

L. Lowry Mays                                                                   
President/Chief Executive Officer                                               

Alan D. Feld                                                                    
Partner:  Akin Gump Strauss Hauer and Feld                                      

Red McCombs                                                                     
Private Investor                                                                

Theodore H. Strauss*                                                            
Senior Managing Director:  Bear Stearns & Co., Inc.                             

John H. Williams                                                                
Senior Vice President:  Kemper Securities, Inc.                                 

*member of the audit committee                                                  

Radio                                                                           

James D. Smith                                                                  
Regional Vice President                                                         
Oklahoma                                                                        

Miles Chandler                                                                  
Vice President,                                                                 
Oklahoma City                                                                   

Robert T. Cohen                                                                 
Vice President,                                                                 
San Antonio                                                                     

Linda Forem                                                                     
Vice President,                                                                 
Richmond                                                                        

Carl Hamilton                                                                   
Vice President,                                                                 
Houston                                                                         

Ernest Jackson                                                                  
Vice President,                                                                 
Houston                                                                         

Earnest James                                                                   
Vice President,                                                                 
New Orleans                                                                     

Betty Kocurek                                                                   
Vice President,                                                                 
San Antonio                                                                     

David Manning                                                                   
Vice President,                                                                 
Tampa                                                                           

Carl McNeill                                                                    
Vice President,                                                                 
Richmond                                                                        

Dan Patrick                                                                     
Vice President,                                                                 
Houston                                                                         

Jonathan Pinch                                                                  
Vice President,                                                                 
Tampa                                                                           

David Ross                                                                      
Vice President,                                                                 
Miami                                                                           

Robert R. Scherer                                                               
Vice President,                                                                 
Louisville                                                                      

Walt Tiburski                                                                   
Vice President,                                                                 
Cleveland                                                                       

Stan Webb                                                                       
Vice President,                                                                 
Austin                                                                          

J. Tim West                                                                     
Vice President,                                                                 
Oklahoma City                                                                   

Faith Zila                                                                      
Vice President,                                                                 
New Haven                                                                       

Television                                                                      

J. Daniel Sullivan                                                              
President/Chief Operating Officer,                                              
Nashville                                                                       

David D'Antuono                                                                 
Vice President,                                                                 
Albany                                                                          

Hal Capron                                                                      
Vice President,                                                                 
Tulsa                                                                           

Andy Comegys                                                                    
Vice President,                                                                 
Mobile/Pensacola                                                                

Jack Jacobson                                                                   
General Manager                                                                 
Tucson                                                                          

Josh McGraw                                                                     
Vice President,                                                                 
Jacksonville                                                                    

Jack Peck                                                                       
Vice President,                                                                 
Memphis                                                                         

W. Ripperton Riordan                                                            
Vice President,                                                                 
Minneapolis                                                                     

Steve Spendlove                                                                 
Vice President,                                                                 
Wichita                                                                         

Jerry Whitener                                                                  
Vice President,                                                                 
Little Rock                                                                     

Productions                                                                     
John Binkley                                                                    
President,                                                                      
Vancouver                                                                       

Transfer Agent and Registrar:                                                   

Bank of New York                                                                
101 Barclay Street                                                              
22 Floor West                                                                   
New York, NY 10286                                                              

Independent Auditors:                                                           

Ernst & Young                                                                   
San Antonio, Texas                                                              

Form 10-K Annual Report                                                         

A copy of the Company's Annual Report on Form 10-K filed with the               
Securities and Exchange Commission may be obtained without charge upon          
written request to:                                                             

Herbert W. Hill, Jr.                                                            
Vice President                                                                  
Clear Channel Communications, Inc.                                              
P.O. Box 659512                                                                 
San Antonio, Texas 78265-9512                                                   

Annual Meeting of Shareholders                                                  

The annual meeting of shareholders will be held at 200 Concord Plaza on         
the 5th floor in the Conference Room, San Antonio, Texas, on Tuesday,           
April 20, 1995, at 11 A.M.                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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		9/30/96		30					10-Q
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Filed on:		3/30/95		10		11
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		2/12/95		10
		2/6/95		32					SC 13G
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		1/1/95		1		32
For Period End:		12/31/94		1		35			10-K/A
		12/14/94		10
		12/1/94		10		21			8-K/A
		11/17/94		10
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