Jacor Communications Inc – ‘10-K’ for 12/31/99

On:  Thursday, 3/30/00   ·   For:  12/31/99   ·   Accession #:  702808-0-1   ·   File #:  0-12404

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         87    368K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K 

10-K   —   Annual Report
Document Table of Contents

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FORM 10-K                 

SECURITIES AND EXCHANGE COMMISSION                  
Washington, D. C.  20549                  

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                     
SECURITIES EXCHANGE ACT OF 1934                                   
For the fiscal year ended December 31, 1999                 
OR                
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                 
SECURITIES EXCHANGE ACT OF 1934                                   

Commission File No. 0-12404                 

JACOR COMMUNICATIONS, INC.                  
(A wholly owned subsidiary of Clear Channel Communications, Inc.)               

A Delaware Corporation            Employer Identification No. 74-2916308        

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

Securities registered pursuant to Section 12(b) of the Act: None                
Securities registered pursuant to Section 12(g) of the Act:                     
Common Stock, no par value                              
  Common Stock Purchase Warrants expiring September 18, 2001
 Common Stock Purchase Warrants expiring February 27, 2002
Liquid Yield Option Notes due 2011                      
Liquid Yield Option Notes due 2018                      

Other securities for which reports are submitted pursuant to                    
Section 15(d) of the Act:   10 1/8%  Senior Subordinated Notes due 2006         
9 3/4% Senior Subordinated Notes due 2006                 
8 3/4% Senior Subordinated Notes due 2007                 
8% Senior Subordinated Notes due 2010                     

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

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

The Registrant, Jacor Communications, Inc., meets the conditions                
set forth in General Instruction I(1)(a) and (b) of Form 10-K and               
is therefore filing this Form with the reduced disclosure format.               

None of the Registrant's voting stock was held by nonaffiliates                 
as of March 15, 2000.                                                           

The number of common shares outstanding as of March 15, 2000 was 1.             

There are 88 pages in this document.                                            
The index of exhibits appears on page 81.                                       

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JACOR COMMUNICATIONS, INC.                
INDEX TO ANNUAL REPORT                
ON FORM 10-K                

                                                  Page
Part I                                                                          
Item 1  Business                                               3            
Item 2  Property Holdings                                     35            
Item 3  Legal Proceedings                                     35            
Item 4  Submission of Matters to a Vote of Security Holders   **            

Part II                                                                         
Item 5  Market for Registrant's Common Equity and Related                   
Stockholder Matters                                 36  
Item 6  Selected Financial Data                               **            
Item 7  Management's Discussion and Analysis of Financial                   
Condition and Results of Operations                 37  
Item 7A Quantitative and Qualitative Disclosures about                      
Market Risk                                          *  
Item 8  Financial Statements and Supplementary Data           46            
Item 9  Changes in and Disagreements with Accountants on                    
Accounting and Financial Disclosure                  *  

Part III                                                                        
Item 10 Directors and Executive Officers of Registrant        **            
Item 11 Executive Compensation                                **            
Item 12 Security Ownership of Certain Beneficial Owners and                 
Management                                          **  
Item 13 Certain Relationships and Related Transactions        **            

Part IV                                                                         
Item 14 Exhibits, Financial Statement Schedules and Reports                 
on Form 8-K                                        80   

*  - The response to this Item is "none".                                     

**  - Omitted pursuant to General Instruction I(1)(a) and (b) of Form 10-K      

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Item 1.  BUSINESS                                                               

Jacor Communications, Inc. ("Jacor" or the "Company"), a wholly-                
owned subsidiary of Clear Channel Communications, Inc. ("Clear                  
Channel"), is a holding company engaged primarily in radio                      
broadcasting and providing related services to radio broadcasting               
companies.  The Company operates in a single  reportable segment,               
broadcasting radio and television.  As of March 15, 2000, the                   
broadcasting radio and television segment includes 257 radio                    
stations owned and/or operated in 77 broadcast areas throughout                 
the United States, six radio stations operated under joint sales                
agreements or exclusive agency agreements, Premiere Radio                       
Networks, Inc., a radio syndication business, two television                    
stations located in the Cincinnati and Defiance, Ohio broadcast                 
areas and other miscellaneous immaterial broadcast related                      
businesses.                                                                     

Jacor has also entered into agreements to acquire an additional                 
seven radio stations, which will expand its presence in two                     
existing broadcast areas and allow the Company to enter one new                 
broadcast area, and to dispose of the assets of seventeen radio                 
stations and the intellectual property of another radio station                 
in twelve broadcast areas.                                                      

At close of business on May 4, 1999 the Company consummated a                   
merger with Clear Channel (the "Clear Channel Merger" or                        
"Merger"), whereby each share of Jacor common stock was exchanged               
for Clear Channel common stock.  See Item 7 - Management's                      
Discussion and Analysis of Financial Condition and Results of                   
Operations for a detailed discussion of the Merger.                             

Business Strategy                                                               

Jacor's strategic objective is to maximize revenue and broadcast                
cash flow (defined herein) by becoming the leading radio                        
broadcaster in geographically diverse broadcast areas and by                    
leveraging its expertise in programming production, syndication                 
and distribution.  Specifically, Jacor's business strategy                      
centers upon:                                                                   

Broadcast Area Revenue Leadership.  Jacor strives to maximize its               
audience ratings in each of its broadcast areas in order to                     
capture the largest share of the radio advertising revenue in                   
that area and to attract advertising away from other media.                     
Jacor believes that the most effective way to capture a higher                  
percentage of advertising revenue is to operate multiple radio                  
stations within a broadcast area, tailoring each station's                      
programming to deliver highly effective access to a target                      
demographic.  In implementing its multi-station strategy, Jacor                 
utilizes its programming expertise over a broad range of radio                  
formats to create distinct station personalities within a                       
broadcast area.  Jacor further enhances its ability to increase                 
its revenues through a more complete coverage of the listener                   
base by being an industry leader in successfully operating AM                   
stations.                                                                       

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Development of "Stick" Properties.  In addition to acquiring                    
developed, cash flow producing stations, Jacor also strategically               
acquires underdeveloped "stick" properties (i.e., properties with               
insignificant ratings and/or little or no positive broadcast cash               
flow).  Jacor believes that acquisitions of strategically located               
"stick" properties often provide greater potential for revenue                  
and broadcast cash flow growth than do acquisitions of developed                
properties.  Historically, Jacor has been able to improve the                   
ratings, revenue and broadcast cash flow of its "stick"                         
properties with increased marketing and focused programming that                
complements its existing radio station formats and by leveraging                
the management expertise and operational support of regional                    
clusters.  Additionally, Jacor increases the revenue and                        
broadcast cash flow of "stick" properties by encouraging                        
advertisers to buy advertising in a package with its more                       
established stations.  Jacor believes that the Company's                        
portfolio of "stick" properties creates significant potential for               
revenue and broadcast cash flow growth.                                         

Development of Regional Clusters Around Core Broadcast Areas.                   
Jacor believes it can leverage its position as the leader in a                  
core broadcast area to create additional revenue and broadcast                  
cash flow opportunities by building regional multi-station                      
clusters around Jacor's core broadcast areas.  Utilizing                        
programming from its core broadcast areas, Jacor provides its                   
regional clusters with high quality programming which would not                 
otherwise be economically viable in such smaller broadcast areas,               
thereby spreading the costs associated with the delivery of such                
programming across a greater number of stations.  By improving                  
the ratings of its regional stations with such enhanced                         
programming, Jacor believes it can generate incremental revenue                 
and broadcast cash flow.                                                        

Additionally, Jacor strengthens its strategic position in the                   
radio industry through the operation of businesses that provide                 
services to radio broadcasting companies.  Jacor owns a leading                 
producer and distributor of syndicated radio programming,                       
research, and other services, a leading provider of satellite and               
network services for the radio broadcasting industry and a                      
leading provider of traffic reporting services in the San Diego,                
Los Angeles, and Santa Ana, California, Tampa, Florida and                      
Denver, Colorado  broadcast areas.                                              

In addition to generating cash flow, these broadcast related                    
services enhance the Company's ability to (i) increase ratings                  
for its existing stations, (ii) transform "stick" properties into               
broadcast cash flow producing properties and (iii) maintain long-               
term relationships with Jacor's on-air talent.  By combining the                
national reach of the Company's radio stations with the network                 
sales forces acquired by Jacor, the Company seeks to maximize the               
value of commercial broadcast inventory that it can then resell                 
to national advertisers.                                                        

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Radio Station Overview                                                          

The following table and the accompanying footnotes set forth                    
certain information as of March 15, 2000 regarding the 246 radio                
stations that will be owned and/or operated by Jacor upon                       
completion of all pending acquisitions and dispositions.                        

                                                        [Enlarge/Download Table]


                                                                              Target    
                      Pending        1998 Combined                         Demographic  
Broadcast          Acquisition (P)/  Radio Revenue              Target       Share %/   
Area/Station(1)    Disposition (PD)      Rank        Format   Demographic     Rank(2)   
                                                                                        

Los Angeles, CA                           5                                             
 KXTA-AM                                           Sports        Men 25-54       1.2/28 
 KIIS-FM                                           Contemporary                         
                                                   Hit Radio     Adults 18-34    6.1/3  
 KACD-FM               PD                          Adult                                
                                                   Alternative   Adults 25-54    0.6/32T
 KBCD-FM               PD                          Adult                                
                                                   Alternative   Adults 25-54    0.5/36T
San Francisco, CA                        N/A                                            
 KXJO-FM(3)            PD                          Rock          Men 18-34        -     

Dallas, TX                                5                                             
 KDMX-FM                                           Hot Adult                            
                                                   Contemporary  Women 25-54     5.4/4  
 KEGL-FM                                           Rock          Men 18-34      17.2/1  

Atlanta, GA                               2                                             
 WGST-AM                                           News Talk     Men 25-54       2.6/16 
 WGST-FM(4)                                        News Talk     Men 25-54       3.0/12 
 WKLS-FM                                           Rock          Men 18-34      11.7/2  
 WPCH-FM                                           Soft Adult                           
                                                   Contemporary  Women 25-54     7.0/5  
 WMKJ-FM(3)                                        Soft Adult                           
                                                   Contemporary  Women 25-54       -    
Houston, TX                               4                                             
 KHMX-FM                                           Hot Adult                            
                                                   Contemporary  Women 25-54     7.6/3  
 KTBZ-FM                                           Alternative   Men 18-34       6.2/4  
 KKTL-FM               PD                          Alternative   Men 18-34       0.2/29T

Denver, CO                                1                                             
 KHOW-AM                                           Talk          Adults 35-64    4.9/7  
 KOA-AM                                            News Talk /                          
                                                   Sports        Men 25-54       7.9/3  
 KTLK-AM                                           Talk          Adults 35-64    1.0/20T
 KBCO-FM                                           Adult                                
                                                   Alternative   Adults 25-54    9.8/1  
 KBPI-FM                                           Rock          Men 18-34      10.0/2  
 KHIH-FM                                           Smooth Jazz   Adults 25-54    3.1/11 
 KRFX-FM                                           Classic Rock  Men 25-54      10.4/1  
 KTCL-FM                                           Alternative   Men 18-34       6.0/6  


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                                                                                Target  
                      Pending        1998 Combined                           Demographic
Broadcast          Acquisition (P)/  Radio Revenue                  Target      Share %/
Area/Station(1)    Disposition (PD)      Rank         Format     Demographic     Rank(2)
                                                                                        
Phoenix, AZ                               5                                             
 KMXP-FM                                           Hot Adult                            
                                                   Contemporary  Women 25-54     3.5/9  
 KZZP-FM                                           Contemporary                         
                                                   Hit Radio     Adults 18-34    5.8/5  
San Diego, CA (5)                         1                                             
 KOGO-AM                                           News Talk     Men 25-54       4.6/7  
 KPOP-AM                                           Nostalgia     Adults 35-64    1.3/22 
 KSDO-AM               PD                          Talk          Adults 35-64    1.0/25T
 KGB-FM                                            Classic Rock  Men 25-54       8.5/1  
 KHTS-FM                                           Contemporary                         
                                                   Hit Radio     Adults 18-34    7.3/4  
 KIOZ-FM                                           Rock          Men 18-34      11.8/1  
 KJQY-FM                                           Soft Adult                           
                                                   Contemporary  Women 25-54     3.9/7T 
 KMSX-FM                                           Hot Adult                            
                                                   Contemporary  Women 25-54     3.9/7T 
St. Louis, MO                             3                                             
 KATZ-AM                                           Gospel        Adults 35-64    3.2/12 
 KATZ-FM                                           Urban                                
                                                   Contemporary  Adults 25-54    3.9/10 
 KMJM-FM                                           Adult Urban                          
                                                   Contemporary  Adults 35-64    5.6/5  
 KSLZ-FM                                           Contemporary                         
                                                   Hit Radio     Adults 18-34    5.9/8  
 KSD-FM                                            Hot Adult                            
                                                   Contemporary  Women 25-54     3.0/13 
 KLOU-FM                                           Oldies        Adults 25-54    4.5/8  

Cincinnati, OH                            1                                             
 WCKY-AM                                           Sports        Men 25-54       2.0/14 
 WKRC-AM                                           News Talk     Men 25-54       3.0/11 
 WLW-AM                                            News Talk /                          
                                                   Sports        Men 25-54      11.2/2  
 WSAI-AM                                           Nostalgia     Adults 35-64    1.5/14T
 WKFS-FM                                           Contemporary                         
                                                   Hit Radio     Adults 18-34    8.0/3  
 WEBN-FM                                           Rock          Men 18-34      29.5/1  
 WOFX-FM                                           Classic Rock  Men 25-54       6.8/4  
 WVMX-FM                                           Hot Adult                            
                                                   Contemporary  Women 25-54     6.8/5  
Portland, OR                              1                                             
 KEWS-AM                                           Talk          Adults 35-64    1.0/19 
 KEX-AM                                            News Talk     Men 25-54       5.4/7  
 KKCW-FM                                           Soft Adult                           
                                                   Contemporary  Women 25-54    12.7/1  
 KKRZ-FM                                           Contemporary                         
                                                   Hit Radio     Adults 18-34   11.3/1  

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                                                                                   Target   
                       Pending         1998 Combined                             Demographic
Broadcast          Acquisition (P)/    Radio Revenue                  Target       Share %/ 
Area/Station(1)      Disposition (PD)      Rank         Format     Demographic      Rank(2) 
                                                                                            
Tampa, FL                                   1                                               
 WDAE-AM                                             Sports        Men 25-54       3.1/12   
 WFLA-AM                                             News Talk /                            
                                                     Sports        Men 25-54       6.7/2T   
 WFLZ-FM                                             Contemporary                           
                                                     Hit Radio     Adults 18-34   15.3/1    
 WMTX-FM                                             Hot Adult                              
                                                     Contemporary  Women 25-54     6.7/3    
 WTBT-FM                                             Classic Rock  Men 25-54       6.7/2T   
 WXTB-FM                                             Rock          Men 18-34      20.7/1    

Baltimore, MD                               4                                               
 WPOC-FM               PD                            Country       Adults 25-54    6.8/3    
 WOCT-FM                                             Classic Rock  Men 25-54       4.2/7    
 WCAO-AM                                             Gospel        Adults 35-64    3.7/7    

Cleveland, OH                               1                                               
 WTAM-AM                                             News Talk     Men 25-54       8.0/4    
 WGAR-FM                                             Country       Adults 25-54    9.0/1    
 WMJI-FM                                             Oldies        Adults 25-54    8.5/2    
 WMMS-FM                                             Rock          Men 18-34      14.7/1T   
 WMVX-FM                                             Hot Adult                              
                                                     Contemporary  Women 25-54     8.1/4    
Columbus, OH                                1                                               
 WFII-AM                                             Talk          Adults 35-64    1.0/20T  
 WTVN-AM                                             News Talk /                            
                                                     Sports        Men 25-54       8.2/2    
 WCOL-FM                                             Country       Adults 25-54    7.6/3    
 WNCI-FM                                             Contemporary                           
                                                     Hit Radio     Adults 18-34   12.3/1    
 WZAZ-FM                                             Alternative   Men 18-34       3.7/7T   

Salt Lake City, UT                          3                                               
 KALL-AM                                             Talk          Adults 35-64    2.4/15   
 KNRS-AM                                             News Talk     Men 25-54       3.1/14   
 KWLW-AM                                             Classic                                
                                                     Country       Adults 35-64    1.7/21   
 KKAT-FM                                             Country       Adults 25-54    3.5/12   
 KODJ-FM                                             Oldies        Adults 25-54    4.3/7    
 KURR-FM                                             Rock          Men 18-34       7.4/4    
 KZHT-FM                                             Contemporary                           
                                                     Hit Radio     Adults 18-34    6.3/4    

Las Vegas, NV                               2                                               
 KQOL-FM                                             Oldies        Adults 25-54    4.2/11   
 KFMS-FM                                             Contemporary                           
                                                     Hit Radio     Adults 18-34    1.4/15T  
 KSNE-FM                                             Soft Adult                             
                                                     Contemporary  Women 25-54    11.3/1    
 KWNR-FM                                             Country       Adults 25-54    6.9/3    


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                                                                                 Target   
                        Pending      1998 Combined                             Demographic
Broadcast          Acquisition (P)/  Radio Revenue                  Target       Share %/ 
Area/Station(1)    Disposition (PD)      Rank          Format     Demographic     Rank(2) 
                                                                                          
Jacksonville, FL (6)                      2                                               
 WJBT-FM                                           Urban                                  
                                                   Contemporary  Adults 18-34   11.2/3    
 WQIK-FM                                           Country       Adults 25-54    6.6/5T   
 WSOL-FM                                           Urban Adult                            
                                                   Contemporary  Adults 25-54    9.9/3    

San Jose, CA                              2                                               
 KSJO-FM               PD                          Rock          Men 18-34       8.9/1    
 KUFX-FM               PD                          Classic Rock  Men 25-54       4.6/5    
 KCNL-FM               PD                          Adult                                  
                                                   Alternative   Adults 25-54    0.8/30T  

Albuquerque, NM                           4                                               
 KLSK-FM                                           Classic Rock  Men 25-54       3.2/8T   
 KPEK-FM                                           Hot Adult                              
                                                   Contemporary  Adults 18-34    6.0/4    
 KTEG-FM                                           Alternative   Men 18-34      12.0/2    

Rochester, NY                             2                                               
 WHAM-AM                                           News Talk     Men 25-54      11.1/2    
 WHTK-AM                                           Sports Talk   Men 25-54       3.8/8T   
 WISY-FM                                           Soft Adult                             
                                                   Contemporary  Women 25-54     0.8/17T  
 WNVE-FM                                           Alternative   Men 18-34      13.8/1    
 WKGS-FM                                           Contemporary                           
                                                   Hit Radio     Adults 18-34    5.5/8    
 WVOR-FM                                           Hot Adult                              
                                                   Contemporary  Women 25-54     9.4/2    
 WLCL-FM                                           Jammin'                                
                                                   Oldies        Adults 25-54    1.5/15   

Dayton, OH                                1                                               
 WONE-AM                                           Nostalgia     Adults 35-64    2.5/11   
 WBTT-FM                                           Contemporary                           
                                                   Hit Radio     Adults 18-34    7.1/6    
 WLQT-FM                                           Soft Adult                             
                                                   Contemporary  Women 25-54    13.6/2    
 WMMX-FM                                           Hot Adult                              
                                                   Contemporary  Women 25-54    15.7/1    
 WTUE-FM                                           Rock          Men 18-34      16.1/1    
 WXEG-FM                                           Alternative   Men 18-34       8.6/2T   

Riverside/San Bernadino, CA               8                                               
 KCKC-AM(3)                                        Spanish       Adults 25-54      -      
 KDIF-AM                                           Spanish       Adults 25-54    0.8/28T  

Syracuse, NY                              3                                               
 WBBS-FM                                           Country       Adults 25-54   12.9/1    


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                                                                                Target   
                      Pending       1998 Combined                             Demographic
Broadcast         Acquisition (P)/  Radio Revenue                  Target       Share %/ 
Area/Station(1)   Disposition (PD)      Rank          Format    Demographic     Rank(2)  
                                                                                         
Toledo, OH                               2                                               
 WCWA-AM                                          Nostalgia     Adults 35-64   1.1/14T   
 WSPD-AM                                          News Talk     Men 25-54      7.7/5     
 WIOT-FM                                          Rock          Men 18-34     12.2/2     
 WRVF-FM                                          Soft Adult                             
                                                  Contemporary  Women 25-54   16.0/1     
 WVKS-FM                                          Contemporary                           
                                                  Hit Radio     Adults 18-34  18.7/1     

Des Moines, IA                           1                                               
 WHO-AM                                           News Talk     Men 25-54      9.7/2     
 KMXD-FM                                          Hot Adult                              
                                                  Contemporary  Women 25-54    9.2/2T    
 KLYF-FM                                          Soft Adult                             
                                                  Contemporary  Women 25-54    6.6/7T    

Lexington, KY                            1                                               
 WLAP-AM                                          News Talk     Men 25-54      4.7/8     
 WTKT-AM                                          Nostalgia     Adults 35-64   0.8/21T   
 WBUL-FM                                          Country       Adults 25-54   9.9/2     
 WKQQ-FM                                          Rock          Men 18-34     16.9/1     
 WLKT-FM                                          Contemporary                           
                                                  Hit Radio     Adults 18-34  12.3/1     
 WMXL-FM                                          Hot Adult                              
                                                  Contemporary  Women 25-54    7.8/3T    
 WBTF-FM (4)         P                            Urban                                  
                                                  Contemporary  Adults 18-34   7.8/5T    

Youngstown, OH                           2                                               
 WKBN-AM                                          News Talk     Men 25-54      3.0/7T    
 WNIO-AM                                          Nostalgia     Adults 35-64   1.0/17T   
 WNCD-FM                                          Rock          Men 18-34     20.0/1     
 WBTJ-FM (4)         P                            Contemporary                           
                                                  Hit Radio     Adults 18-34   4.6/7     
 WBBG-FM (4)         P                            Oldies        Adults 25-54   7.4/6     
 WICT-FM (4)         P                            Country       Adults 25-54   2.2/11T   
 WMXY-FM                                          Hot Adult                              
                                                  Contemporary  Women 25-54   10.3/2T    
 WPAO-AM  (3)(4)     P  PD                        N/A            N/A            -        
 WRTK-AM (4)         P PD                         Nostalgia     Adults 35-64   1.3/15T   
 WTNX-FM (4)         P                            Soft Adult                             
                                                  Contemporary  Women 25-54    1.9/10T   

Boise, ID                                2                                               
 KFXD-AM                                          Classic                                
                                                  Country       Adults 35-64   1.6/16T   
 KIDO-AM                                          News Talk     Men 25-54      6.5/4T    
 KARO-FM                                          Rock          Men 18-34      9.0/3     
 KCIX-FM                                          Hot Adult                              
                                                  Contemporary  Adults 18-34   6.6/5T    
 KLTB-FM                                          Oldies        Adults 25-54   9.7/1     
 KXLT-FM                                          Soft Adult                             
                                                  Contemporary  Women 25-54    9.5/2T    

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                                                                                  Target   
                       Pending       1998 Combined                              Demographic
Broadcast          Acquisition (P)/  Radio Revenue                  Target        Share %/ 
Area/Station(1)    Disposition (PD)      Rank           Format    Demographic     Rank(2)  
                                                                                           
Charleston, SC (6)                        2                                                
 WEZL-FM                                           Country       Adults 25-54   9.0/2      
 WALC-FM                                           Hot Adult                               
                                                   Contemporary  Adults 18-34   3.9/7T     
 WRFQ-FM                                           Classic Rock  Men 25-54      7.2/3T     
 WXLY-FM                                           Oldies        Adults 25-54   8.2/3      
 WSCC-AM                                           News Talk     Men 25-54      2.6/12T    

Jackson, MI                              N/A                                               
 WYJS-FM                PD                         Oldies        Adults 25-54   2.4/13T    

Shreveport, LA                            2                                                
 KEEL-AM                                           News Talk     Men 25-54      5.4/7      
 KWKH-AM                                           Classic                                 
                                                   Country       Adults 35-64   2.3/13     
 KITT-FM                                           Country       Adults 25-54   5.1/8      
 KRUF-FM                                           Contemporary                            
                                                   Hit Radio     Adults 18-34   7.8/5      
 KVKI-FM                                           Adult                                   
                                                   Contemporary  Women 25-54   11.0/4      

Cedar Rapids, IA                          1                                                
 WMT-AM                                            Full Service  Adults 35-64   8.8/4      
 WMT-FM                                            Hot Adult                               
                                                   Contemporary  Women 25-54   11.1/4      
Santa Barbara, CA                         1                                                
 KTMS-AM                                           News Talk     Men 25-54      4.4/6T     
 KXXT-AM                                           Sports        Men 25-54      2.2/14T    
 KTYD-FM                                           Rock          Men 18-34     13.7/1      
 KIST-FM                                           Oldies        Adults 25-54   4.8/5T     
 KSBL-FM                                           Soft Adult                              
                                                   Contemporary  Women 25-54   14.5/1      
 KBKO-AM (4)          P                            Spanish       Adults 25-54   3.4/10     
 KSPE-FM (4)          P                            Spanish       Adults 25-54   6.8/4      

Bismarck, ND                              1                                                
 KFYR-AM                                           News Talk     Men 25-54       -         
 KYYY-FM                                           Hot Adult                               
                                                   Contemporary  Adults 18-34      -       

Albany, OR (8)                           N/A                                               
 KRKT-AM                                           Classic                                 
                                                   Country       Adults 35-64     -        
 KRKT-FM                                           Country       Adults 25-54     -        

Ames, IA (8)                             N/A                                               
 KASI-AM                                           Sports        Men 25-54        -        
 KCCQ-FM                                           Alternative   Men 18-34        -        

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                                                                                 Target   
                       Pending       1998 Combined                             Demographic
Broadcast          Acquisition (P)/  Radio Revenue                  Target       Share %/ 
Area/Station(1)    Disposition (PD)      Rank          Format     Demographic    Rank(2)  
                                                                                          
Anaheim, CA (8)                          N/A                                              
 KEZY-AM                 PD                        Ethnic /                               
                                                   Variety       Adults 25-54      -      
 KXMX-FM                 PD                        Hot Adult                              
                                                   Contemporary  Women 25-54       -      

Barnwell, SC (8)                         N/A                                              
 WBUB-AM                                           Gospel        Adults 35-64      -      

Burlington, IA (8)                       N/A                                              
 KBUR-AM                                           Talk          Adults 35-64      -      
 KGRS-FM                                           Hot Adult                              
                                                   Contemporary  Adults 18-34      -      

Casper,WY                                N/A                                              
 KTWO-AM                                           News Talk     Men 25-54      17.9/2    
 KMGW-FM (9)             PD                        Adult                                  
                                                   Contemporary  Women 25-54     4.3/7T   
 KKTL-AM                                           Talk          Adults 35-64    2.2/10T  
 KMLD-FM (9)           P PD                        Oldies        Adults 25-54    7.8/6    
 KRVK-FM (4)           P                           Rock          Men 18-34       9.1/3T   
 KTRS-FM (4)           P                           Contemporary                           
                                                   Hit Radio     Adults 18-34   21.7/1    
 KWYY-FM (4)           P                           Country       Adults 25-54    9.8/4    

Centralia, WA (8)                        N/A                                              
 KELA-AM                                           Talk          Adults 35-64      -      
 KMNT-FM                                           Country       Adults 25-54      -      

Cheyenne, WY                             N/A                                              
 KGAB-AM                                           Talk          Adults 35-64    8.9/2T   
 KIGN-FM                                           Rock          Men 18-34      21.4/1    
 KLEN-FM                                           Adult                                  
                                                   Contemporary  Women 25-54    10.7/2T   
 KOLZ-FM                                           Country       Adults 25-54    8.5/2T   
 KMUS-FM                                           Country       Adults 25-54    6.8/4T   

Chillicothe, OH (8)                      N/A                                              
 WBEX-AM                                           Talk          Adults 35-64      -      
 WCHI-AM                                           Classic                                
                                                   Country       Adults 35-64      -      
 WFCB-FM                                           Oldies        Adults 25-54      -      

Corvallis, OR (8)                        N/A                                              
 KEJO-AM                                           Nostalgia     Adults 35-64      -      
 KFLY-FM                                           Adult                                  
                                                   Contemporary  Women 25-54       -      
 KLOO-AM                                           Talk          Adults 35-64      -      
 KLOO-FM                                           Classic Rock  Men 25-54         -      

Defiance, OH (8)                         N/A                                              
 WDFM-FM                                           Hot Adult                              
                                                   Contemporary  Women 25-54       -      

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                                                                                  Target  
                        Pending      1998 Combined                             Demographic
Broadcast          Acquisition (P)/  Radio Revenue                  Target        Share %/
Area/Station(1)    Disposition (PD)      Rank          Format    Demographic      Rank(2) 
                                                                                          
Findlay, OH (8)                          N/A                                              
 WQTL-FM                                           Rock          Men 18-34        -       
 WIMJ-FM                                           Oldies        Adults 25-54     -       

Fort Collins/Greeley, CO                 N/A                                              
 KCOL-AM (3)                                       News Talk     Men 25-54        -       
 KIIX-AM (3)                                       Sports        Men 25-54        -       
 KGLL-FM                                           Country       Adults 25-54   2.2/127   
 KPAW-FM                                           Classic Hits  Adults 18-34   5.6/7T    

Fort Madison, IA (8)                     N/A                                              
 KBKB-AM                                           Talk          Adults 35-64     -       
 KBKB-FM                                           Country       Adults 25-54     -       

Grand Forks, ND                          N/A                                              
 KKXL-FM                                           Nostalgia     Adults 35-64   5.4/6T    

Greenville, OH (8)                       N/A                                              
 WBKI-FM                                           Country       Adults 25-54     -       

Helen, GA (8)                            N/A                                              
 WHEL-FM                                           Oldies        Adults 25-54     -       

Hogansville, GA (8)                      N/A                                              
 WGSE-AM                                           News Talk     Men 25-54        -       
 WMAX-FM                                           Hot Adult                              
                                                   Contemporary  Women 25-54      -       

Idaho Falls, ID (8)                      N/A                                              
 KID-AM                                            News Talk     Men 25-54        -       
 KID-FM                                            Country       Adults 25-54     -       

Iowa City, IA (8)                        N/A                                              
 KXIC-AM                                           Talk          Adults 35-64     -       
 KKRQ-FM                                           Rock          Men 18-34        -       

Lancaster/Antelope Valley, CA (8)        N/A                                              
 KAVL-AM                                           Sports        Men 25-54        -       
 KAVS-FM                                           Contemporary                           
                                                   Hit Radio     Adults 18-34     -       
 KYHT-FM                                           Contemporary                           
                                                   Hit Radio     Adults 18-34     -       

Lima, OH                                 N/A                                              
 WIMA-AM                                           News Talk     Men 25-54      4.0/7T    
 WBUK-FM                                           Oldies        Adults 25-54   7.1/5     
 WIMT-FM                                           Country       Adults 25-54  17.3/1     
 WMLX-FM                                           Hot Adult                              
                                                   Contemporary  Women 25-54   10.2/1T    

Lorain, OH (8)                           N/A                                              
 WAKS-FM                                           Contemporary                           
                                                   Hit Radio     Adults 18-34     -       

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                                                                                  Target  
                       Pending       1998 Combined                             Demographic
Broadcast          Acquisition (P)/  Radio Revenue                  Target        Share %/
Area/Station(1)    Disposition (PD)      Rank          Format     Demographic     Rank(2) 
                                                                                          
Marion, OH (8)                           N/A                                              
 WMRN-AM                                           Talk          Adults 35-64     -       
 WDIF-FM                                           Adult                                  
                                                   Contemporary  Women 25-54      -       
 WMRN-FM                                           Country       Adults 25-54     -       

McMinnville, TN (8)                      N/A                                              
 WBMC-AM                                           Southern                               
                                                   Gospel/Talk   Adults 35-64     -       
 WTRZ-FM                                           Country       Adults 25-54     -       
 WWEE-FM                                           Adult                                  
                                                   Contemporary  Women 25-54      -       

Medford, OR                              N/A                                              
 KLDZ-FM                                           Oldies       Adults 25-54    4.5/7T    
 KMED-AM                                           Nostalgia    Adults 35-64    4.7/5T    
 KRWQ-FM                                           Country      Adults 25-54    9.1/4     
 KZZE-FM                                           Rock         Men 18-34      19.2/1     
 KKJJ-FM                                           Adult                                  
                                                   Contemporary Women 25-54     2.1/11    

Moorehead City, NC (7)                   N/A                                              
 WMBL-AM                                                                          -       

Mt. Sterling, KY (8)                     N/A       N/A          N/A                       
 WMST-FM                P                                                         -       

New Castle, PA (8)                       N/A                                              
 WKST-AM                  PD                       Adult                                  
                                                   Contemporary Women 25-54       -       
 WKST-FM                                           Adult                                  
                                                   Contemporary Women 25-54       -       
 WBZY-AM                                           Full Service Adults 35-64      -       

Newnan, GA (8)                           N/A                                              
 WCOH-AM                                           Country      Adults 25-54      -       

Parkersburg, WV                          N/A                                              
 WDMX-FM               P                           Oldies       Adults 25-54   10.8/4     
 WLTP-AM               P                           Talk         Adults 35-64    1.1/11    
 WNUS-FM               P                           Country      Adults 25-54   17.2/1     
 WRVB-FM               P                           Contemporary                           
                                                   Hit Radio    Adults 18-34   18.5/3     
 WRZZ-FM               P                           Classic Rock Men 25-54      11.1/3T    

Pocatello, ID (8)                        N/A                                              
 KWIK-AM                                           News Talk    Men 25-54         -       
 KPKY-FM                                           Oldies       Adults 25-54      -       
 KLLP-FM                                           Soft Adult                             
                                                   Contemporary Women 25-54       -       

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                                                                                   Target  
                        Pending      1998 Combined                              Demographic
Broadcast          Acquisition (P)/  Radio Revenue                  Target         Share %/
Area/Station(1)    Disposition (PD)      Rank          Format     Demographic      Rank(2) 
                                                                                           
Punta Gorda, FL (8)                      N/A                                               
 WCCF-AM                                           Talk         Adults 35-64      -        
 WIKX-FM                                           Country      Adults 25-54      -        
 WCVU-FM                                           Beautiful                               
                                                   Music        Adults 35-64      -        
Sandusky/Clyde, OH (8)                   N/A                                               
 WLEC-AM                                           Nostalgia    Adults 35-64      -        
 WMJK-FM                                           Oldies       Adults 25-54      -        
 WCPZ-FM                                           Hot Adult                               
                                                   Contemporary Women 25-54       -        
Santa Clarita, CA (8)                    N/A                                               
 KIIS-AM                                           Contemporary                            
                                                    Hit Radio    Men 18-34        -        

Sarasota, FL                             N/A                                               
 WSPB-AM(3)                                        News Talk/                              
                                                   Sports       Men 25-54        -         
 WSRZ-FM                                           Oldies       Adults 25-54    4.9/5T     
 WYNF-FM                                           Rock         Men 18-34       2. 3/9T    
 WAMR-AM                                           Sports       Men 25-54       3.7/8      
 WCTQ-FM                                           Country      Adults 25-54    4.6/7T     
 WDDV-FM                                           Beautiful                               
                                                   Music        Adults 35-64    8.9/1      

Springfield, OH (8)                      N/A                                               
 WIZE-AM                                           Nostalgia    Adults 35-64      -        

Thousand Oaks, CA (8)                    N/A                                               
  KBET-AM                                           Sports       Men 25-54        -        

Tiffin, OH (8)                           N/A                                               
 WTTF-AM                                           Adult                                   
                                                   Contemporary Women 25-54       -        
 WCKY-FM                                           Country      Adults 25-54      -        

Twin Falls, ID (8)                       N/A                                               
 KLIX-AM                                           News Talk    Men 25-54         -        
 KEZJ-FM                                           Country      Adults 25-54      -        
 KLIX-FM                                           Oldies       Adults 25-54      -        

Walnut Creek, CA (8)                     N/A                                               
 KFJO-FM                  PD                       Rock         Men 18-34         -        

Washington Court House, OH (8)           N/A                                               
 WMXV-AM                                           Country      Adults 25-54      -        
 WCHO-FM                                           Country      Adults 25-54      -        

Yakima, WA                               N/A                                               
 KIT-AM                                            News Talk/                              
                                                   Sports       Men 25-54      11.3/3      

[FN]                                                                            
___________                                                                     

(T)  Designates tied.                                                           

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(1)  Jacor also owns a pending application for a                                
construction permit in  Vancouver, Washington, and the                
broadcast assets only of a station in Port St. Joe,                   
Florida.                                                              

(2)  Share and rank information is derived from the Fall                        
1999 Arbitron Metro Area Rating Survey.                               

(3)  These stations do not have Arbitron ratings.                               

(4)  Jacor provides programming to and sells airtime for                        
WGST-FM in Atlanta, Georgia; KBKO-AM and KSPE-FM in                   
Ellwood, California; WBTF-FM in Lexington, Kentucky;                  
KRVK-FM, KTRS-FM and KWYY-FM in Casper, Wyoming; and                  
WBTJ-FM, WBBG-FM, WICT-FM, WPAO-AM, WRTK-AM and WTNX-FM               
in Youngstown, Ohio pursuant to Local Marketing                       
Agreements (LMAs).  At any time after September 30,                   
1999 and before September 30, 2003 Cherokee                           
Broadcasting can "put" WGST-FM to Jacor for a price of                
$31.0 million.  At any time after May 21, 2003 and                    
before September 30, 2003, Jacor can "call" the station               
for the same price.                                                   

(5)  Excludes XTRA-AM, XTRA-FM and XHRM-FM, stations Jacor                      
provides programming to and sells airtime for under                   
exclusive agency agreements.                                          

(6)  Excludes WJGR-AM and WZAZ-AM, Jacksonville, Florida,                       
and WSSP-FM in Charleston, South Carolina on which                    
Jacor sells advertising time pursuant to a Joint Sales                
Agreement (JSA).                                                      

(7)  Station is not currently broadcasting.                                     

(8)  These broadcast areas are not ranked by Arbitron.                          

(9)  Acquirer is operating station under LMA.                                   

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All rankings by revenue or billings that are contained in                       
the above table are based on 1998 information contained in                      
Duncan's Radio Market Guide (1999 ed.).  All information                        
concerning ratings and audience listening information is                        
derived from the Fall 1999 Arbitron Metro Area Ratings                          
Survey (the "Fall 1999 Arbitron").  A Jacor subsidiary owns                     
a 40% interest in a limited liability company that purchased                    
the assets formerly owned by Duncan American Radio, Inc.                        

Premiere Radio Networks, Inc.                                                   

Jacor currently owns, produces and distributes syndicated                       
programming for radio broadcasting through its wholly-owned                     
subsidiary, Premiere Radio Networks, Inc. ("Premiere"),                         
including such programs as The Rush Limbaugh Show and The                       
Dr. Laura Program.  The Rush Limbaugh Show is a nationally                      
syndicated talk radio program broadcast on more than 600                        
radio stations.  The Dr. Laura Program is a nationally                          
syndicated talk radio program broadcast on more than 450                        
radio stations.  Currently these programs are the two                           
highest rated syndicated talk radio programs in the United                      
States.  Premiere is also the producer and distributor of                       
other syndicated programs and services, including Rick Dees                     
in the Morning, Rick Dees Weekly Top 40, After MidNite with                     
Blair Garner and The Jim Rome Show.                                             

Premiere's services include comprehensive radio research                        
services, morning show prep and internet content services,                      
and a national, in-house sales force.  Premiere's Mediabase                     
24/7 research service provides music play lists and on-air                      
promotion tracking and call-out research for eleven radio                       
formats, which research services help radio station                             
affiliates increase their audience share and ratings.                           
Several leading radio industry publications now use                             
Mediabase 24/7 music charts, as do 26 record labels.                            
Instead of requiring cash payments, Premiere provides the                       
research services in exchange for the right to broadcast an                     
agreed amount of commercial advertisements during the radio                     
station's broadcast.  This practice makes Premiere's                            
services more attractive to radio stations which have                           
limited cash resources and/or excess inventory of available                     
advertising time.  The total amount of broadcast time that                      
Premiere has available for sale to advertisers constitutes                      
Premiere's commercial broadcast inventory.                                      

Premiere's national, in-house network radio sales force and                     
infrastructure sells commercial broadcast inventory to more                     
than 500 national advertisers.  Premiere leverages its sales                    
force and generates additional revenues without significant                     
additional overhead costs by providing network advertising                      
sales representation services, on a commission basis, to                        
third-party radio networks and independent syndicated                           
programming and service suppliers that do not have their own                    
sales forces.  Premiere is presently the second largest                         
network radio advertising sales representative in the United                    
States in terms of its gross billings.  It presently                            
represents nineteen independent radio networks, including                       
WOR Radio Networks, TM Century and Accutrack.                                   

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Television                                                                      

Jacor owns a television station in the Cincinnati broadcast                     
area where it currently owns and operates multiple radio                        
stations, and one low-power television station in Defiance,                     
Ohio.  By operating a television station in Cincinnati where                    
Jacor has a significant radio presence, Jacor has realized                      
operating efficiencies including shared news departments and                    
reduction of administrative overhead. Jacor currently                           
operates the Cincinnati television station under a temporary                    
waiver of a Federal Communications Commission ("FCC")                           
rule that restricts ownership of television and radio                           
stations in the same market. This waiver will continue until                    
at least the year 2004 when the FCC is scheduled to                             
undertake a comprehensive review and reevaluation of its                        
broadcast ownership rules.                                                      

The following table sets forth certain information regarding                    
the Cincinnati television station and the broadcast area in                     
which it operates:                                                              

                                                        [Enlarge/Download Table]


                               Station Rank (1)                                           

                                                        Commercial                        
                 National      TV                       Stations in                       
                 Broadcast Households            Adults  Broadcast    Cable               
  Broadcast        Area     in DMA(1)    TV       Aged      Area    Subscriber   Network  
Area/Station      Rank(1)    (000s)  Households  25-54   VHF   UHF     %       Affiliation
                                                                                          

Cincinnati/WKRC     32        820        1(T)     1(T)    3     3      64         CBS     


[FN]                                                                            

___________                                                                     

T   Designates tied.                                                          

(1)  Rankings for Designated Market Area ("DMA"), 6:00 a.m. to 2:00 a.m.,       
Sunday-Saturday for "TV Households" and "Adults aged 25-54."  This    
market information is from the November 1999 Nielsen Station Index.   
Similar information is not available for the                          
Defiance, Ohio television station.                                    

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Advertising                                                                     

Radio stations generate the majority of their revenue from                      
the sale of advertising time to local and national spot                         
advertisers and national network advertisers. Radio serves                      
primarily as a medium for local advertising. The growth in                      
total radio advertising revenue tends to be fairly stable                       
and has generally grown at a rate faster than the Gross                         
National Product ("GNP"). Advertising revenue has risen more                    
rapidly during the past 10 years than either inflation or                       
the GNP. Total advertising revenue for the radio industry in                    
1998 was approximately $15.4 billion, as reported by the                        
Radio Advertising Bureau, its highest level in the                              
industry's history.                                                             

During the year ended December 31, 1999, approximately 80%                      
of Jacor's radio station broadcast revenue was generated                        
from the sale of local advertising and approximately 20%                        
from the sale of national advertising. Jacor believes that                      
radio is one of the most efficient, cost-effective means for                    
advertisers to reach specific demographic groups. The                           
advertising rates charged by Jacor's radio stations are                         
based primarily on (i) the station's ability to attract an                      
audience in the demographic groups targeted by its                              
advertisers (as measured principally by quarterly Arbitron                      
rating surveys that quantify the number of listeners tuned                      
to the station defined at various times), (ii) the number of                    
stations in the market that compete for the same demographic                    
group, (iii) the supply of and demand for radio advertising                     
time and (iv) the supply and pricing of alternative                             
advertising media.                                                              

Jacor emphasizes an aggressive local sales effort because                       
local advertising represents a large majority of Jacor's                        
revenues. Jacor's local advertisers include automotive,                         
retail, financial institutions and services and health care.                    
Each station's local sales staff solicits advertising,                          
either directly from the local advertiser or through an                         
advertising agency for the local advertisers. Jacor pays a                      
higher commission rate to the sales staff for generating                        
direct sales because Jacor believes that through a strong                       
relationship directly with the advertiser, it can better                        
understand the advertiser's business needs and more                             
effectively design an advertising campaign to help the                          
advertiser sell its product. Jacor employs personnel in each                    
market to produce commercials for the advertisers. National                     
advertising sales for most of Jacor's stations are made by                      
Jacor's national sales managers in conjunction with the                         
efforts of an independent advertising representative who                        
specializes in national sales and is compensated on a                           
commission-only basis.                                                          

Jacor believes that sports broadcasting, absent unusual                         
circumstances, is a stable source of advertising revenues.                      
There is less competition for the sports listener, since                        
only one radio station can offer a particular game. In                          
addition, due to the higher degree of audience                                  
predictability, sports advertisers tend to sign contracts                       
which are generally longer term and more stable than Jacor's                    
other advertisers. Jacor's sales staffs are particularly                        
skilled in sales of sports advertising.                                         

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According to the Radio Advertising Bureau's publication                         
Radio Marketing Guide and Fact Book for Advertisers, Fall                       
1999 to Spring 2000, each week radio reaches approximately                      
95.4% of all Americans over the age of 12. More than                            
one-half of all radio listening is done outside the home, in                    
contrast to other advertising mediums, and four out of five                     
adults are reached by car radio each week. The average                          
listener spends approximately three hours and 12 minutes per                    
weekday listening to radio. The highest portion of radio                        
listenership occurs during the morning, particularly between                    
the time a listener wakes up and the time the listener                          
reaches work. This "morning drive time" period reaches more                     
than 82% of people over 12 years of age each week and, as a                     
result, radio advertising sold during this period achieves                      
premium advertising rates.                                                      

Jacor believes operating multiple stations in a market gives                    
it significant opportunities in competing for advertising                       
dollars. Each multiple station platform better positions                        
Jacor to access a significant share of a given demographic                      
segment making Jacor stations more attractive to advertisers                    
seeking to reach that segment of the population.                                

Competition                                                                     

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

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

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

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

Jacor's stations also compete directly for advertising                          
revenues with other media, including broadcast television,                      
cable television, newspapers, magazines, direct mail,                           
coupons and billboard advertising. In addition, the radio                       
broadcasting industry is subject to competition from new                        
media technologies that are being developed or introduced,                      
such as the delivery of audio programming by cable                              
television systems and the Internet and by digital audio                        
broadcasting.  Increasingly, audiences are able to access                       
audio program services over the Internet, including out-of-                     
market stations and programming not otherwise available over                    
broadcast stations.  This activity introduces new                               
competition for audience attention, particularly for people                     
who might otherwise listen to local radio stations in the                       
workplace.  The Internet also creates new competition for                       
advertisers, both for spots within programming and with                         
respect to ancillary advertising outlets such as web pages.                     
The Internet is still evolving rapidly, and Jacor cannot                        
assure that these developments will not have an adverse                         
effect on its future operations.  The radio broadcasting                        
industry historically has grown despite the introduction of                     
new technologies for the delivery of entertainment and                          
information, such as television broadcasting, cable                             
television, audio tapes and compact discs. Greater                              
population and greater availability of radios, particularly                     
car and portable radios, have contributed to this growth.                       
There can be no assurance, however, that the development or                     
introduction in the future of any new media technology will                     
not have an adverse effect on the radio broadcasting                            
industry. Jacor also competes with other radio station                          
groups to purchase additional stations.                                         

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Television stations compete for audiences and advertising                       
revenues with radio and other television stations and                           
multichannel video program distributors in their market                         
areas and with other advertising media such as newspapers,                      
magazines, outdoor advertising and direct mail. Competition                     
for sales of television advertising time is based primarily                     
on the anticipated and actually delivered size and                              
demographic characteristics of audiences as determined by                       
various services, price, the time of day when the                               
advertising is to be broadcast, competition from other                          
television stations, including affiliates of broadcast                          
television networks, cable television systems and other                         
media and general economic conditions. Competition for                          
audiences is based primarily on the selection of                                
programming, the acceptance of which is dependent on the                        
reaction of the viewing public, which is often difficult to                     
predict. Additional elements that are material to the                           
competitive position of television stations include                             
management experience, authorized power and assigned                            
frequency. The broadcasting industry is continually faced                       
with technical changes and innovations, the popularity of                       
competing entertainment and communications media, changes in                    
labor conditions, and governmental restrictions or actions                      
of Federal regulatory bodies, including the FCC, any of                         
which could possibly have a material effect on a television                     
station's operations and profits. There are sources of video                    
service other than conventional television stations, the                        
most common being cable television, which can increase                          
competition for a broadcast television station by bringing                      
into its market distant broadcast signals not otherwise                         
available to the station's audience, serving as a                               
distribution system for national satellite-delivered                            
programming and other non-broadcast programming originated                      
on a cable system and selling advertising time to local                         
advertisers. Other principal sources of competition include                     
home video exhibition, direct-to-home broadcast satellite                       
television services and multichannel multipoint distribution                    
services.                                                                       

Moreover, technological advances and regulatory changes                         
affecting program delivery through fiber optic telephone                        
lines and video compression could lower entry barriers for                      
new video channels and encourage the development of                             
increasingly specialized "niche" programming. The Telecom                       
Act permits telephone companies to provide video                                
distribution services via radio communication, on a common                      
carrier basis, as "cable systems" or as "open video                             
systems", each pursuant to different regulatory schemes.                        
Jacor is unable to predict the effect that these                                
technological and regulatory changes will have on the                           
broadcast television industry and on the future                                 
profitability and value of a particular broadcast television                    
station.                                                                        

The Internet also may have a substantial competitive impact                     
on television stations, either by providing an alternative                      
means of distributing video programming (through streaming                      
or other technologies) or by otherwise attracting audience                      
and thereby reducing the audiences for broadcast television.                    
The Internet is undergoing rapid changes and development and                    
Jacor cannot evaluate its effects.                                              

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

Regulation of Business                                                          

Existing Regulation and 1996 Legislation                                        

Television and radio broadcasting are subject to the                            
jurisdiction of the FCC  under the Communications Act of                        
1934 (the "Communications Act").  The Communications Act                        
prohibits the operation of a television or radio                                
broadcasting station except under a license issued by the                       
FCC and empowers the FCC, among other things, to:                               

-    issue, renew, revoke and modify broadcasting licenses;                     
-    assign frequency bands;                                                    
-    determine stations' frequencies, locations, and power;                     
-    regulate the equipment used by stations;                                   
-    adopt other regulations to carry out the provisions of                     
the Communications Act;                                               
-    impose penalties for violation of such regulations; and                    
-    impose fees for processing applications and other                          
administrative functions.                                             

The Communications Act prohibits the assignment of a license                    
or the transfer of control of a licensee without prior                          
approval of the FCC.  Under the Communications Act, the FCC                     
also regulates certain aspects of the operation of cable                        
television systems and other electronic media that compete                      
with broadcasting stations.                                                     

The Telecommunications Act of 1996 (the "1996 Act")                             
represented the most comprehensive overhaul of the country's                    
telecommunications laws in more than 60 years.  The                             
Communications Act originated at a time when telephone and                      
broadcasting technologies were quite distinct and addressed                     
different consumer needs.  As a consequence, both the                           
statute and its implementing regulatory scheme were designed                    
to compartmentalize the various sectors of the                                  
telecommunications industry. The 1996 Act removed or relaxed                    
the statutory barriers to telephone company entry into the                      
video programming delivery business, to cable company                           
provision of telephone service, and to common ownership of                      
broadcast television and cable properties.                                      

The 1996 Act also significantly changed both the process for                    
renewal of broadcast station licenses and the broadcast                         
ownership rules.  The 1996 Act established a "two-step"                         
renewal process that limits the FCC's discretion to consider                    
applications filed in competition with an incumbent's                           
renewal application.  The 1996 Act also substantially                           
liberalized the national broadcast ownership rules,                             
eliminating the national radio limits and easing the                            
national restrictions on television ownership.  The 1996 Act                    
also relaxed local radio ownership restrictions, but left                       
local television ownership restrictions in place pending                        
further FCC review.                                                             

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This new regulatory flexibility has engendered aggressive                       
local, regional, and/or national acquisition campaigns.                         
Removal of previous station ownership limitations on leading                    
media companies, such as existing networks and major station                    
groups, has increased sharply the competition for and the                       
prices of attractive stations.                                                  

License Grant and Renewal                                                       

Prior to the passage of the 1996 Act, television and radio                      
broadcasting licenses generally were granted or renewed for                     
periods of five and seven years, respectively, 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 television or radio                        
license, parties in interest may file petitions to deny the                     
application, and others may object informally to grant of                       
the application.  Such parties, including members of the                        
public, may comment upon matters related to whether renewal                     
is warranted, including the service the station has provided                    
during the preceding license term.  Prior to passage of the                     
1996 Act, any person or entity also was permitted to file a                     
competing application for authority to operate on the                           
station's channel and replace the incumbent licensee.                           
Renewal applications were granted without a hearing if there                    
were no competing applications and if issues raised by                          
petitioners to deny or informal objectors to such                               
applications were not serious enough to cause the FCC to                        
order a hearing.  If competing applications were filed, or                      
if sufficiently serious issues were raised by a petitioner                      
or objector, a full comparative hearing was required.                           

Under the 1996 Act, the statutory restriction on the length                     
of broadcast licenses has been amended to allow the FCC to                      
grant broadcast licenses to both television and radio                           
stations for terms of up to eight years.  The 1996 Act also                     
requires renewal of a broadcast license if the FCC finds                        
that                                                                            

-    the station has served the public interest,                                
convenience, and necessity;                                           
-    there have been no serious violations of either the                        
Communications Act or the FCC's rules and regulations by the          
licensee; and                                                         
-    there have been no other serious violations which taken                    
together constitute a pattern of abuse.                               

In making its determination, the FCC may still consider                         
petitions to deny and informal objections, and may order a                      
hearing if such petitions or objections raise sufficiently                      
serious issues, but cannot consider whether the public                          
interest would be better served by a person or entity other                     
than the renewal applicant.  Instead, under the 1996 Act,                       
competing applications for the same frequency may be                            
accepted only after the FCC has denied an incumbent's                           
application for renewal of license.                                             

Although in the vast majority of cases broadcast licenses                       
are renewed by the FCC even when petitions to deny or                           
informal objections are filed, there can be no assurance                        
that any of our stations' licenses will be renewed at the                       
expiration of their terms.                                                      

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Multiple Ownership Restrictions                                                 

The FCC has promulgated rules that, among other things,                         
limit the ability of individuals and entities to own or have                    
an "attributable interest" in broadcast stations, as well as                    
other specified mass media entities.  Prior to the passage                      
of the 1996 Act, these rules included limits on the number                      
of radio and television stations that could be owned on both                    
a national and local basis.  On a national basis, the rules                     
generally precluded any individual or entity from having an                     
attributable interest in more than 20 AM radio stations, 20                     
FM radio stations and 12 television stations.  Moreover, the                    
aggregate audience reach of the co-owned television stations                    
could not exceed 25% of all U.S. television households.                         

The 1996 Act completely revised the television and radio                        
ownership rules via changes the FCC implemented in two                          
orders issued on March 8, 1996.  With respect to television,                    
the 1996 Act and the FCC's subsequently issued orders                           
eliminated the 12-station national limit for station                            
ownership and increased the national audience reach                             
limitation from 25% to 35%.  On a local basis, however, the                     
1996 Act did not alter current FCC rules prohibiting an                         
individual or entity from holding an attributable interest                      
in more than one television station in a market.  The 1996                      
Act did require the FCC to conduct a rulemaking proceeding,                     
however, to determine whether to retain or modify this so-                      
called "TV duopoly rule," including narrowing the rule's                        
geographic scope and permitting some two-station                                
combinations at least in certain (large) markets.  In August                    
1999, the FCC completed this rulemaking and adopted a                           
revised television duopoly rule.  Under the new rule,                           
permissible common ownership of television stations is                          
dictated by Nielsen Designated Market Areas, or "DMAs."  A                      
company may own two television stations in a DMA if the                         
stations' Grade B contours do not overlap.  Conversely, a                       
company may own television stations in separate DMAs even if                    
the stations' service contours do overlap.  Furthermore, a                      
company may own two television stations in a DMA with                           
overlapping Grade B contours if (i) at least eight                              
independently owned and operating full-power television                         
stations will remain in the DMA after the combination; and                      
(ii) at least one of the commonly owned stations is not                         
among the top four stations in the market in terms of                           
audience share.  The FCC will presumptively waive these                         
criteria and allow the acquisition of a second same-market                      
television station where the station being acquired is shown                    
to be "failed" or "failing" (under specific FCC definitions                     
of those terms), or authorized but not built.  A buyer                          
seeking such a waiver must also demonstrate that it is the                      
only buyer ready, willing, and able to operate the station,                     
and that sale to an out-of-market buyer would result in an                      
artificially depressed price.                                                   

With respect to radio licensees, the 1996 Act and the FCC's                     
subsequently issued rule changes eliminated the national                        
ownership restriction, allowing one entity to own nationally                    
any number of AM or FM broadcast stations. The 1996 Act and                     
the FCC's implementing rules also greatly eased local radio                     
ownership restrictions.  The maximum allowable number of                        
stations that may be commonly owned in a market varies                          
depending on the number of radio stations within that                           
market, as determined using a method prescribed by the FCC.                     
In markets with more than 45 stations, one company may own,                     
operate, or control eight stations, with no more than five                      
in any one service (AM or FM).  In markets of 30-44                             
stations, one company may own seven stations, with no more                      
than four in any one service; in markets with 15-29                             
stations, one entity may own six stations, with no more than                    
four in any one service.  In markets with 14 commercial                         
stations or less, one company may own up to five stations or                    
50% of all of the stations, whichever is less, with no more                     
than three in any one service.  These new rules permit                          
common ownership of substantially more stations in the same                     
market than did the FCC's prior rules, which at most allowed                    
ownership of no more than two AM stations and two FM                            
stations even in the largest markets.                                           

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Irrespective of FCC rules governing radio ownership,                            
however, the Antitrust Division of the United States                            
Department of Justice ("Antitrust Division") and the Federal                    
Trade Commission ("FTC") have the authority to determine                        
that a particular transaction presents antitrust concerns.                      
Following the passage of the 1996 Act, the Antitrust                            
Division has become more aggressive in reviewing proposed                       
acquisitions of radio stations, particularly in instances                       
where the proposed acquirer already owns one or more radio                      
stations in a particular market and seeks to acquire another                    
radio station in the same market.  The Antitrust Division                       
has, in some cases, obtained consent decrees requiring radio                    
station divestitures in a particular market based on                            
allegations that acquisitions would lead to unacceptable                        
concentration levels.  The FCC has also been more aggressive                    
in independently examining issues of market concentration                       
when considering radio station acquisitions.  The FCC has                       
delayed its approval of numerous proposed radio station                         
purchases by various parties because of market concentration                    
concerns, and generally will not approve radio acquisitions                     
where the Antitrust Division has expressed concentration                        
concerns, even if the acquisition complies with the FCC's                       
numerical station limits.  Moreover, in recent months the                       
FCC has followed a policy of giving specific public notice                      
of its intention to conduct additional ownership                                
concentration analysis, and soliciting public comment on                        
"the issue of concentration and its effect on competition                       
and diversity," with respect to certain applications for                        
consent to radio station acquisitions based on advertising                      
revenue shares or other criteria.                                               

In 1992, the FCC adopted rules with respect to so-called                        
local marketing agreements, or "LMAs", by which the licensee                    
of one radio station provides substantially all the                             
programming for another licensee's station in the same                          
market and sells all of the advertising within that                             
programming.  Under these rules, in determining the number                      
of radio stations that a single entity may control, an                          
entity that owns one or more radio stations in a market and                     
programs a station in the same market pursuant to an LMA is                     
required, under certain circumstances, to count the LMA                         
station toward its local radio ownership limits even though                     
it does not own the station.  As a result, in a market where                    
Jacor or Clear Channel own one or more radio stations, the                      
Company generally cannot provide programming under an LMA to                    
another radio station if the station cannot be acquired                         
under the local radio ownership rules.                                          

In August 1999, the FCC adopted rules for television LMAs                       
similar to those that govern radio LMAs.  As is the case for                    
radio LMAs, an entity that owns a television station and                        
programs more than 15% of the broadcast time on another                         
television station in the same market is now required to                        
count the LMA station toward its television ownership limits                    
even though it does not own the station.  Thus, in the                          
future with respect to markets in which Jacor or Clear                          
Channel own television stations, the Company generally will                     
not be able to enter into an LMA with another television                        
station in the same market if the station cannot be acquired                    
under the revised television duopoly rule.                                      

In adopting these new rules concerning television LMAs,                         
however, the FCC provided "grandfathering" relief for LMAs                      
that were in effect at the time of the rule change.                             
Television LMAs that were in place at the time of the new                       
rules and were entered into before November 5, 1996, were                       
allowed to continue at least through 2004, when the FCC is                      
scheduled to undertake a comprehensive review and re-                           
evaluation of its broadcast ownership rules.  Such LMAs                         
entered into after November 5, 1996, were allowed to                            
continue until August 5, 2001, at which point they must be                      
terminated unless they comply with the revised television                       
duopoly rule.                                                                   

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A number of cross-ownership rules pertain to licensees of                       
television and radio stations.  FCC rules, the                                  
Communications Act or both generally prohibit an individual                     
or entity from having an attributable interest in both a                        
television station and a daily newspaper or cable television                    
system that is located in the same market served by the                         
television station.                                                             

Prior to August 1999, FCC rules also generally prohibited                       
common ownership of a television station and one or more                        
radio stations in the same market, although the FCC in many                     
cases allowed such combinations under waivers of the rule.                      
In August 1999, however, the FCC comprehensively revised its                    
radio/television cross-ownership rule.  The revised rule                        
permits the common ownership of one television and up to                        
seven same-market radio stations, or up to two television                       
and six same-market radio stations, if the market will have                     
at least twenty separately owned broadcast, newspaper and                       
cable "voices" after the combination.  Common ownership of                      
up to two television and four radio stations is permissible                     
when ten "voices" will remain, and common ownership of up to                    
two television and one radio station is permissible in all                      
markets regardless of voice count.  The radio/television                        
limits, moreover, are subject to the compliance of the                          
television and radio components of the combination with the                     
television duopoly rule and the local radio ownership                           
limits, respectively.  Waivers of the radio/television cross-                   
ownership rule are available only where the station being                       
acquired is "failed" (i.e., off the air for at least four                       
months or involved in court-supervised involuntary                              
bankruptcy or insolvency proceedings).  A buyer seeking such                    
a waiver must also demonstrate that it is the only buyer                        
ready, willing, and able to operate the station, and that                       
sale to an out-of-market buyer would result in an                               
artificially depressed price.                                                   

There are nine markets where Jacor or Clear Channel own both                    
radio and television stations under temporary and                               
conditional waivers of the prior radio/television cross-                        
ownership rule.  In some of these markets, the number of                        
radio stations Jacor or Clear Channel own complies with the                     
limit imposed by the revised rule, and Clear Channel has                        
asked the FCC to permanently authorize its common ownership                     
of its radio and television stations in such markets.  In                       
those markets where the number of radio stations Jacor or                       
Clear Channel own exceeds the limit under the revised rule,                     
the present television/radio combinations nonetheless may be                    
retained at least until 2004, when the FCC is scheduled to                      
undertake a comprehensive review and re-evaluation of its                       
broadcast ownership rules.  As with grandfathered television                    
LMAs, beginning in September 2000 Clear Channel will have                       
the opportunity to obtain permanent authorization for its                       
non-compliant radio/television combinations by demonstrating                    
to the FCC, among other things, the public interest benefits                    
the combinations have produced and the extent to which the                      
combinations have enabled the television stations involved                      
to convert to digital operation.                                                

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The 1996 Act eliminated a statutory prohibition against                         
common ownership of television broadcast stations and cable                     
systems serving the same area, but left the current FCC rule                    
in place.  The 1996 Act stipulates that the FCC should not                      
consider the repeal of the statutory ban in any review of                       
its applicable rules.  The legislation also eliminated the                      
FCC's former network/cable cross-ownership limitations, but                     
allowed the FCC to adopt regulations if necessary to ensure                     
carriage, appropriate channel positioning, and                                  
nondiscriminatory treatment of non-affiliated broadcast                         
stations on network-owned cable systems.  The FCC eliminated                    
the restriction and determined that additional safeguards                       
were not necessary at this time.                                                

The 1996 Act did not alter the FCC's newspaper/broadcast                        
cross-ownership restrictions.  However, the FCC is                              
considering whether to change the policy pursuant to which                      
it considers waivers of the radio/newspaper cross-ownership                     
rule.  Finally, the 1996 Act and the FCC's subsequently                         
issued rule changes revised the long-standing "dual network"                    
rule to permit television broadcast stations to affiliate                       
with an entity that maintains two or more networks, unless                      
the combination is composed of (a) two of the four existing                     
networks (ABC, CBS, NBC or FOX) or (b) any of the four                          
existing networks and one of the two emerging networks (WB                      
or UPN).                                                                        

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 further changes the FCC                    
or Congress may adopt.  Significantly, the 1996 Act requires                    
the FCC to review its remaining ownership rules biennially                      
as part of its regulatory reform obligations to determine                       
whether its various rules are still necessary.  The first                       
such biennial review commenced March 13, 1998, with the                         
FCC's adoption of a notice of inquiry soliciting comment on                     
its ownership rules.  In this notice of inquiry, the FCC has                    
requested specific comment on                                                   

-    the manner in which the FCC counts stations for                            
purposes of the local radio multiple ownership rule;                  
-    the "UHF discount," under which UHF television stations                    
are attributed with only 50% of their reach for purposes of           
the national television audience reach limit;                         
-    the prohibition on common ownership of a daily                             
newspaper and a radio or TV broadcast station in the same             
market; and                                                           
-    the prohibition on common ownership of a television                        
station and a cable system in the same market.                        

We cannot predict the impact of the biennial review process                     
or any other agency or legislative initiatives upon the                         
FCC's broadcast rules.  Further, the 1996 Act's relaxation                      
of the FCC's ownership rules has increased the level                            
of competition in many markets in which our stations are                        
located.                                                                        

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Under the FCC's ownership rules, a direct or indirect                           
purchaser of certain types of our securities could violate                      
FCC regulations or policies if that purchaser owned or                          
acquired an "attributable" interest in other media                              
properties in the same areas as stations owned by us or in a                    
manner otherwise prohibited by the FCC.  All officers and                       
directors of a licensee and any direct or indirect parent,                      
as well as general partners, limited partners and limited                       
liability company members who are not properly "insulated"                      
from management activities, and stockholders who own five                       
percent or more of the outstanding voting stock of a                            
licensee, either directly or indirectly, generally will be                      
deemed to have an attributable interest in the license.                         
Certain institutional investors who exert no control or                         
influence over a licensee may own up to twenty percent of                       
such outstanding voting stock before attribution occurs.                        
Under current FCC regulations, debt instruments, non-voting                     
stock, properly insulated limited partnership and limited                       
liability company interests as to which the licensee                            
certifies that the interest holders are not "materially                         
involved" in the management and operation of the subject                        
media property, and voting stock held by minority                               
stockholders in cases in which there is a single majority                       
stockholder generally are not subject to attribution unless                     
such interests implicate the FCC's recently-adopted                             
"equity/debt plus," or "EDP," rule.  Under the EDP rule, an                     
aggregate interest in excess of 33% of a licensee's total                       
asset value (equity plus debt) is attributable if the                           
interest holder is either a major program supplier                              
(providing over 15% of the licensee's station's total weekly                    
broadcast programming hours) or a same-market media owner                       
(including broadcasters, cable operators, and newspapers).                      
To the best of our knowledge at present, none of our                            
officers, directors or five percent stockholders holds an                       
interest in another television station, radio station, cable                    
television system or daily newspaper that is inconsistent                       
with the FCC's ownership rules and policies.                                    

Alien Ownership Restrictions                                                    

The Communications Act restricts the ability of foreign                         
entities or individuals to own or hold certain interests in                     
broadcast licenses.  Foreign governments, representatives of                    
foreign governments, non-U.S. citizens, representatives of                      
non-U.S. citizens, and corporations or partnerships                             
organized under the laws of a foreign nation are barred from                    
holding broadcast licenses.  Non-U.S. citizens,                                 
collectively, may directly or indirectly own or vote up to                      
twenty percent of the capital stock of a corporate 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 more than one-fourth of                    
whose capital stock is owned or voted by non-U.S. 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 FCC 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.  Since we or our parent serve as a                       
holding company for subsidiaries that serve as licensees for                    
our stations, we may be restricted from having more than one-                   
fourth of our stock owned or voted directly or indirectly by                    
non-U.S. citizens, foreign governments, representatives of                      
non-foreign governments, or foreign corporations.                               

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Other Regulations Affecting Broadcast Stations                                  

General.  The FCC has significantly reduced its past                            
regulation of broadcast stations, including elimination of                      
formal ascertainment requirements and guidelines concerning                     
amounts of certain types of programming and commercial                          
matter that may be broadcast.  There are, however, FCC rules                    
and policies, and rules and policies of other federal                           
agencies, that regulate matters such as network-affiliate                       
relations, the ability of stations to obtain exclusive                          
rights to air syndicated programming, cable systems'                            
carriage of local television stations and of syndicated and                     
network programming on distant stations, political                              
advertising practices, application procedures and other                         
areas affecting the business or operations of broadcast                         
stations.                                                                       

Children's Television Programming.  The FCC has adopted                         
rules to implement the Children's Television Act of 1990,                       
which, among other provisions, limits the permissible amount                    
of commercial matter in children's programs and requires                        
each television station to present "educational and                             
informational" children's programming.  The FCC also has                        
adopted renewal processing guidelines effectively requiring                     
television stations to broadcast an average of three hours                      
per week of children's educational programming.                                 

Closed Captioning.  The FCC has adopted rules requiring                         
closed captioning of broadcast television programming.  The                     
rules require generally that (i) 100% of all new programming                    
first published or exhibited on or after January 1, 1998                        
must be closed captioned within eight years, and (ii) 75% of                    
"old" programming which first aired prior to January 1, 1998                    
must be closed captioned within 10 years, subject to certain                    
exemptions.                                                                     

Television Violence.  The 1996 Act contains a number of                         
provisions relating to television violence.  First, pursuant                    
to the 1996 Act, the television industry has developed a                        
ratings system which the FCC has approved.  Furthermore,                        
also pursuant to the 1996 Act, the FCC has adopted rules                        
requiring certain television sets to include the so-called                      
"V-chip," a computer chip that allows blocking of rated                         
programming.  Under these rules, half of all television                         
receiver models with picture screens 13 inches or greater                       
were required to have the "V-chip" by July 1, 1999, and all                     
such models were required to have the "V-chip" by January 1,                    
2000.  In addition, the 1996 Act requires that all                              
television license renewal applications filed after May 1,                      
1995 contain summaries of written comments and suggestions                      
received by the station from the public regarding violent                       
programming.                                                                    

Recent Developments, Proposed Legislation and Regulation                        

Equal Employment Opportunity.  In April 1998, the U.S. Court                    
of Appeals for the D.C. Circuit concluded that the                              
affirmative action requirements of the FCC's Equal                              
Employment Opportunity ("EEO") regulations were                                 
unconstitutional.  The FCC responded to the court's ruling                      
in September 1998 by suspending its requirements for the                        
filing by broadcasters of annual employment reports and                         
program reports.  In January 2000, the FCC adopted new EEO                      
rules, which (1) require broadcast licensees to widely                          
disseminate information about job openings to all segments                      
of the community; and (2) give broadcasters the choice of                       
implementing two FCC-suggested supplemental recruitment                         
measures or, alternatively, designing their own broad                           
recruitment/outreach program.  The FCC also reinstated its                      
requirement that broadcasters file annual employment reports                    
and other EEO-related forms with the FCC.                                       

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Distribution of Video Services by Telephone Companies.                          
Recent actions by Congress, the FCC and the courts all                          
presage significant future involvement in the provision of                      
video services by telephone companies.  We cannot predict                       
either the timing or the extent of such involvement. These                      
developments all relate to a former provision of the                            
Communications Act that prohibited a local telephone company                    
from providing video programming directly to subscribers                        
within the company's telephone service areas. As applied by                     
government regulators historically, the former provision                        
prevented telephone companies from providing cable service                      
over either the telephone network or a separate cable system                    
located within the telephone service area.  That provision                      
has now been superseded by the 1996 Act, which provides for                     
telephone company entry into the distribution of video                          
services either under the laws and rules applicable to cable                    
systems as operators of so-called "wireless cable systems",                     
as common carriers or under new rules devised by the FCC for                    
"open video systems" subject to certain common carrier                          
requirements.                                                                   

The 1996 Act also eliminated the FCC's "video dialtone"                         
rules, which allowed telephone companies to provide a                           
transport "platform" to multiple video programmers,                             
including, potentially, competing program packages, on a non-                   
discriminatory, common carrier basis.  The legislation does                     
not affect any video dialtone systems approved prior to                         
enactment of the 1996 Act.  Congress instead has determined                     
that telephone companies may offer video programming either                     
as a traditional cable operator, as a so-called "wireless                       
cable" operator, as a common carrier, or through operation                      
of an "open video system."  Although Congress specifically                      
preempted the FCC's video dialtone rules, the legislation's                     
directives for open video systems resemble the rules adopted                    
or proposed for video dialtone systems in certain respects.                     
These include the requirements that the operator of an open                     
video system offer carriage capacity to various video                           
programming providers under nondiscriminatory rates, terms,                     
and conditions; and if demand for carriage exceeds the                          
channel capacity of the open video system, the operator                         
generally is barred from devoting more than one-third of the                    
system's capacity to programming provided by itself or an                       
affiliate.                                                                      

The 1992 Cable Act.  On October 5, 1992, Congress enacted                       
the Cable Television Consumer Protection and Competition Act                    
of 1992 (the "1992 Cable Act"), which, among other matters,                     
includes provisions respecting the carriage of television                       
stations' signals by cable television 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 a                         
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 signals without obtaining the station's 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 to proceed                         
under the "must carry" rules or to waive the 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 and other multi-channel video programming                               
distributors must obtain retransmission consent to carry all                    
distant commercial stations other than "super stations"                         
delivered via satellite.                                                        

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In March 1997, the U.S. Supreme Court upheld the                                
constitutionality of the must-carry provisions of the 1992                      
Cable Act.  As a result, the regulatory scheme promulgated                      
by the FCC to implement the must-carry provisions of the                        
1992 Cable Act remains in effect.  Whether and to what                          
extent such must-carry rights will extend to the new digital                    
television signals (see below) to be broadcast by licensed                      
television stations, including those owned by us, over the                      
next several years is still a matter to be determined in an                     
ongoing rulemaking proceeding initiated by the FCC in July                      
1998.  FCC rules that impose no or limited obligations on                       
cable systems and other multi-channel video programming                         
distributors to carry the digital signals of television                         
broadcast stations in their local markets could adversely                       
affect our operations.                                                          

The 1992 Cable Act was amended in several important respects                    
by the 1996 Act.  Most notably, as discussed above, the 1996                    
Act repealed the cross-ownership ban between cable and                          
telephone entities and the FCC's former video dialtone                          
rules.  These actions, among other regulatory developments,                     
permit involvement by telephone companies in providing video                    
services.  We cannot predict the impact that telephone                          
company entry into video programming will have upon the                         
broadcasting industry.                                                          

The 1996 Act also repealed or curtailed several cable-                          
related ownership and cross-ownership restrictions.  For                        
example, as noted above, the 1996 Act eliminated the                            
broadcast network/cable cross-ownership limitations and the                     
statutory prohibition on TV/cable cross-ownership.                              

Advanced Television Service.  The FCC has taken a number of                     
steps to implement digital television broadcasting service                      
in the United States.  In December 1996, the FCC adopted a                      
digital television broadcast standard and, in April 1997,                       
adopted decisions in several pending rulemaking proceedings                     
that establish service rules and a plan for implementing                        
digital television.  The FCC adopted a digital television                       
table of allotments that provides all authorized television                     
stations with a second channel on which to broadcast a                          
digital television signal.  The FCC has attempted to provide                    
digital television coverage areas that are comparable to                        
stations' existing service areas.  The FCC has ruled that                       
television broadcast licensees may use their digital                            
channels for a wide variety of services such as high-                           
definition television, multiple standard definition                             
television programming, audio, data, and other types of                         
communications, subject to the requirement that each                            
broadcaster provide at least one free video channel equal in                    
quality to the current technical standard.                                      

Digital television channels will generally be located in the                    
range of channels from channel 2 through channel 51.                            
Stations must construct their DTV facilities and be on the                      
air with a digital signal according to a schedule by the FCC                    
based on the type of station and the size of the market in                      
which it is located.  For example, all ABC, CBS, NBC and FOX                    
network affiliates in the 10 largest markets were required                      
to be on the air with a digital signal by May 1, 1999.                          
Affiliates of the four major networks in the top 30 markets                     
were required to be transmitting digital signals by November                    
1, 1999.  All other commercial broadcasters must follow suit                    
by May 1, 2002.                                                                 

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The FCC's plan calls for the digital television transition                      
period to end in the year 2006, at which time the FCC                           
expects that television broadcasters will cease non-digital                     
broadcasting and return one of their two channels to the                        
government, allowing that spectrum to be recovered for other                    
uses.  Under the Balanced Budget Act, however, the FCC is                       
authorized to extend the December 31, 2006 deadline for                         
reclamation of a television station's non-digital channel                       
if, in any given case:                                                          

- one or more television stations affiliated with ABC,                          
CBS, NBC or FOX in a market is not broadcasting digitally,                  
and the FCC determines that such stations have "exercised                   
due diligence" in attempting to convert to digital                          
broadcasting; or                                                            

- less than 85% of the television households in the                             
station's market subscribe to a multichannel video service                  
that carries at least one digital channel from each of the                  
local stations in that market, and less than 85% of the                     
television households in the market can receive digital                     
signals off the air using either a set-top converter box for                
an analog television set or a new digital television set.                   

The FCC is currently considering whether cable television                       
system operators should be required to carry local stations'                    
digital television signals in addition to the currently                         
required carriage of such stations' analog signals.  In July                    
1998, the FCC issued a Notice of Proposed Rulemaking posing                     
seven different options for the carriage of digital signals                     
and solicited comments from all interested parties.  The FCC                    
has yet to issue a decision on this matter.                                     

The FCC also is considering the impact of low power                             
television ("LPTV") stations on digital broadcasting.                           
Currently, stations in the LPTV service are authorized with                     
"secondary" frequency use status, and, as such, may not                         
cause interference to, and must accept interference from,                       
full service television stations.  With the conversion to                       
DTV now underway, LPTV stations, which already were required                    
to protect existing analog television stations, are now                         
required to protect the new DTV stations and allotments as                      
well.  Thus, if an LPTV station causes interference to a new                    
DTV station, the LPTV station must either find a suitable                       
replacement channel or, if unable to do so, cease operating.                    
In recognition of the consequences the DTV transition could                     
have on many LPTV stations, legislation enacted in November                     
1999 created a new "Class A" LPTV service that will afford                      
some measure of primary status (i.e., interference                              
protection) to certain qualifying LPTV stations.  Thus, in                      
the future, full service television stations will have to                       
provide interference protection to all LPTV stations                            
certified as Class A.  In accordance with the recently                          
enacted law, in January 2000, the FCC sought comment on                         
proposed rules for the new Class A television service.                          
Congress has directed the FCC to finalize its rules by March                    
28, 2000.  We cannot predict the form of the new rules or                       
the impact of such rules on our operation.                                      

In December 1999, the FCC commenced a proceeding seeking                        
comment on the public interest obligations of digital                           
television broadcasters.  Specifically, the Commission is                       
requesting information in four general areas:  (1) the new                      
flexibility and capabilities of digital television, such as                     
multiple channel transmission; (2) service to local                             
communities in terms of providing information on public                         
interest activities and disaster relief; (3) enhancing                          
access to the media by persons with disabilities and using                      
DTV to encourage diversity in the digital era; and (4)                          
enhancing the quality of political discourse.  The FCC                          
stated that it was not proposing new rules or policies, but                     
merely seeking to create a forum for public debate on how                       
broadcasters can best serve the public interest during and                      
after the transition to DTV.                                                    

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Implementation of digital television will improve the                           
technical quality of television signals received by viewers                     
and will give television broadcasters the flexibility to                        
provide new services, including high definition television                      
or multiple programs of standard definition television and                      
data transmission.  However, the implementation of digital                      
television will also impose substantial additional costs on                     
television stations because of the need to replace equipment                    
and because some stations will need to operate at higher                        
utility costs.  In addition, the 1996 Act allows the FCC to                     
charge a spectrum fee to broadcasters who use the digital                       
spectrum to offer subscription-based services.  The FCC has                     
adopted rules that require broadcasters to pay a fee of 5%                      
of gross revenues received from ancillary or supplementary                      
uses of the digital spectrum for which they charge                              
subscription fees.  We cannot predict what future actions                       
the FCC might take with respect to digital television, nor                      
can we predict the effect of the FCC's present digital                          
television implementation plan or such future actions on our                    
business.  We and our parent company will incur considerable                    
expense in the conversion to digital television and are                         
unable to predict the extent or timing of consumer demand                       
for digital television services.                                                

Digital Audio Radio Service.  In January 1995, the FCC                          
adopted rules to allocate spectrum for satellite digital                        
audio radio service.  Satellite digital audio radio service                     
systems potentially could provide for regional or nationwide                    
distribution of radio programming with fidelity comparable                      
to compact discs. The FCC has issued two authorizations to                      
launch and operate satellite digital audio radio service.                       
The FCC also has undertaken an inquiry regarding rules for                      
the terrestrial broadcast of digital audio radio service                        
signals, addressing, among other things, the need for                           
spectrum outside the existing FM band and the role of                           
existing broadcasters.  We cannot predict the impact of                         
either satellite digital audio radio service or terrestrial                     
digital audio radio service on our business.                                    

Low Power FM Radio Service.  In January 2000, the FCC                           
created two new classes of noncommercial low power FM radio                     
stations ("LPFM").  One class (LP100) will operate with a                       
maximum power of 100 watts and a service radius of about 3.5                    
miles.  The other class (LP10) will operate with a maximum                      
power of 10 watts and a service radius of about 1 to 2                          
miles.  In establishing the new LPFM service, the FCC said                      
that its goal is to create a class of radio stations                            
designed "to serve very localized communities or                                
underrepresented groups within communities."  We cannot                         
predict the impact of low power FM radio stations on our                        
business.                                                                       

Direct Broadcast Satellite Systems.  There are currently in                     
operation several direct broadcast satellite systems that                       
serve the United States, and it is anticipated that                             
additional systems will become operational over the next                        
several years.  Direct broadcast satellite systems provide                      
programming on a subscription basis to those who have                           
purchased and installed a satellite signal receiving dish                       
and associated decoder equipment.  Direct broadcast                             
satellite systems claim to provide visual picture quality                       
comparable to that found in movie theaters and aural quality                    
comparable to digital audio compact discs.  We cannot                           
predict the impact of direct broadcast satellite systems on                     
our business.                                                                   

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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 that could affect,                          
directly or indirectly, the operation and ownership of our                      
broadcast properties.  In addition to the changes and                           
proposed changes noted above, such matters include, for                         
example, the license renewal process, spectrum use fees,                        
political advertising rates, and potential restrictions on                      
the advertising of certain products such as beer and wine.                      
Other matters that could affect our broadcast properties                        
include technological innovations and developments generally                    
affecting competition in the mass communications industry,                      
such as direct broadcast satellite service, the continued                       
establishment of wireless cable systems and low power                           
television stations, digital television and radio                               
technologies, the establishment of a low power FM radio                         
service, and the advent of telephone company participation                      
in the provision of video programming service.                                  

The foregoing is a brief summary of certain provisions of                       
the Communications Act, the 1996 Act, the 1992 Cable Act,                       
and specific regulations and policies of the FCC thereunder.                    
This description does not purport to be comprehensive and                       
reference should be made to the Communications Act, the 1996                    
Act, the 1992 Cable Act, the FCC's rules and the public                         
notices and rulings of the FCC for further information                          
concerning the nature and extent of federal regulation of                       
broadcast stations.  Proposals for additional or revised                        
regulations and requirements are pending before and are                         
being considered by Congress and federal regulatory agencies                    
from time to time.  Also, various of the foregoing matters                      
are now, or may become, the subject of court litigation, and                    
we cannot predict the outcome of any such litigation or its                     
impact on our broadcast business.                                               

Energy and Environmental Matters                                                

Jacor's source of energy used in its broadcasting operations                    
is electricity. No limitations have been placed on the                          
availability of electrical power, and management believes                       
its energy sources are adequate. Management believes that                       
Jacor is currently in material compliance with all statutory                    
and administrative requirements as related to environmental                     
quality and pollution control.                                                  

Environmental Matters                                                           

The Company is subject to federal, state and local laws,                        
regulations and ordinances that (i) govern activities or                        
operations that may have adverse environmental effects (such                    
as emissions to air, discharges to water, and the                               
generation, handling, storage and disposal of solid and                         
hazardous wastes) or (ii) impose liability for the costs of                     
cleanup or other remediation of contaminated property,                          
including damages from spills, disposals or other releases                      
of hazardous substances or wastes, in certain circumstances                     
without regard to fault.  In certain cases, such liabilities                    
may result from historical operations conducted on the                          
Company's properties by previous owners or operators of such                    
properties.  The Company has not incurred, and does not                         
expect to incur, any material expenditures or liabilities                       
related to environmental matters.                                               

Employees                                                                       

As of December 31, 1999, Jacor employed approximately 4,800                     
persons, 3,700 on a full-time and 1,100 on a part-time                          
basis. Each Jacor broadcast area has its own complement of                      
employees which generally include a general manager, sales                      
manager, operations manager, business manager, advertising                      
sales staff, on-air personalities and clerical personnel.                       

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Item 2.  Property Holdings                                                      

Jacor owns and leases space for the office and studio                           
facilities at its radio station and broadcast service                           
locations throughout the United States.  The same is true                       
for Jacor's tower sites and antennae.                                           

Jacor owns substantially all of its equipment, consisting                       
principally of transmitting antennae, transmitters, studio                      
equipment and general office equipment.  The towers,                            
antennae and other transmission equipment used by Jacor's                       
stations are in generally good condition.  In management's                      
opinion, the quality of the signals range from good to                          
excellent, and Jacor is committed to maintaining and                            
updating its equipment and transmission facilities in order                     
to achieve the best possible signal in the market area.                         

Expansion of Jacor's operations generally comes from the                        
acquisition of stations and their facilities.  Jacor                            
attempts to consolidate new stations into existing locations                    
whenever feasible.  Any future need for additional office                       
and studio space at existing locations will be satisfied by                     
the construction of additions to the Jacor-owned facilities                     
and, in the case of leased facilities, the lease of                             
additional space or the relocation of the office and studio.                    
Jacor's office and studio facilities are all located in                         
downtown or suburban office buildings and are capable of                        
being relocated to any suitable office facility in the                          
station market area.  Similarly, although many of Jacor's                       
tower sites are strategically located, all are capable of                       
being relocated to suitable sites in their particular                           
station market areas.                                                           

Jacor leases approximately 19,162 square feet for its                           
corporate offices in Covington, Kentucky under a lease                          
expiring in 2008 with a five-year renewal option.                               

Although Jacor believes its properties are generally                            
adequate for its operations, opportunities to upgrade                           
facilities are continuously reviewed.                                           

Item 3.  Legal Proceedings                                                      

From time to time, Jacor becomes involved in various claims                     
and lawsuits that are incidental to its business. In the                        
opinion of Jacor's management, there are no material legal                      
proceedings pending against Jacor.                                              

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   

PART II                   

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

The Company completed a tax-free, stock for stock merger                        
with Clear Channel as of close of business May 4, 1999,                         
whereby shares of Jacor common stock were exchanged for                         
shares of Clear Channel stock at an agreed upon ratio.  Upon                    
conclusion of the Merger, Clear Channel became the sole                         
shareholder of the Company, owning one outstanding share of                     
Jacor common stock, therefore there is no market for the                        
Company's common stock.                                                         

Prior to the Clear Channel Merger, the Company's common                         
stock traded on the Nasdaq National Market tier of the                          
Nasdaq Stock Market under the symbol "JCOR".  The following                     
table presents the high and low sale prices for the                             
Company's common stock for each quarter of 1998 and the                         
first quarter of 1999 as reported on The Nasdaq National                        
Market.  The stock price as of close of business May 4, 1999                    
was $80.25.                                                                     

                                            Price Range of
                                            Common Stock

                                          High         Low
1998                                                                            
1st Quarter............................      $63.00        $46.00     
2nd Quarter............................       63.63         50.25     
3rd Quarter............................       65.25         45.31     
4th Quarter............................       65.00         36.88     

1999                                                                            
1st Quarter............................      $77.25        $62.75     

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   

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

CLEAR CHANNEL MERGER                                                            

On October 8, 1998 the Company entered into a definitive                        
merger agreement with Clear Channel Communications, Inc.                        
("Clear Channel") for a tax-free, stock for stock                               
transaction (the "Merger" or the "Clear Channel Merger").                       
The Company and Clear Channel consummated the Merger at the                     
close of business May 4, 1999.  Pursuant to terms of the                        
agreement, each share of Jacor common stock was exchanged                       
for 1.1573151 shares of Clear Channel common stock.  Upon                       
conclusion of the Merger, Clear Channel became the sole                         
shareholder of the Company, owning one outstanding share of                     
Jacor common stock.                                                             

Upon consummation of the Merger, a change in control event                      
occurred with respect to the Company's credit facility,                         
liquid yield option notes and the senior subordinated notes.                    
Such change in control gave the credit facility lenders the                     
right to require repayment of amounts borrowed under the                        
facility, and required the Company to offer repayment of the                    
senior subordinated notes at 101% of the principal amount                       
and the liquid yield option notes at their issue price plus                     
accrued original issue discount at such date.                                   

As a result of the Merger, all options and stock                                
appreciation rights for Jacor common stock not vested at the                    
effective time of the Merger became fully vested and                            
exercisable one day before the effective time of the Merger.                    
Clear Channel assumed all of these options and stock                            
appreciation rights on the same terms and conditions as were                    
applicable prior to the effective time of the Merger.  The                      
holders may exercise such options and stock appreciation                        
rights for or with respect to shares of Clear Channel common                    
stock at an exercise price adjusted to reflect the exchange                     
ratio of the Merger.                                                            

Additionally, the Merger resulted in each holder of the                         
Company's common stock warrants becoming entitled to                            
exercise such warrants for shares of Clear Channel common                       
stock instead of Jacor common stock.  Upon the exercise of                      
such warrants after the Merger, the holders of such warrants                    
will receive that number of shares of Clear Channel common                      
stock that the holder would have received if he or she had                      
exercised such warrants for shares of Jacor common stock                        
immediately prior to the effective time of the Merger, as                       
adjusted to reflect the exchange ratio of the Merger.                           

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   

GENERAL                                                                         

The following discussion should be read in conjunction with                     
the financial statements beginning on page 49.                                  

This Report includes certain forward-looking statements                         
within the meaning of Section 27A of the Securities Act and                     
Section 21E of the Exchange Act.  When used in this Report,                     
the words "believes," "anticipates," "expects" and similar                      
expressions are intended to identify forward-looking                            
statements.  Such statements are subject to a number of                         
risks and uncertainties.  Actual results in the future could                    
differ materially from those described in the forward-                          
looking statement as a result of the matters discussed in                       
this Report generally.  The Company undertakes no obligation                    
to publicly release the results of any revisions to these                       
forward-looking statements that may be made to reflect any                      
future events or circumstances.                                                 

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

The performance of a broadcasting group, such as the                            
Company, is customarily measured by its ability to generate                     
broadcast cash flow.  The primary source of the Company's                       
revenue is the sale of broadcasting time on its stations for                    
advertising.  The Company also generates revenue through the                    
sale of broadcasting time on non-owned radio stations in                        
exchange for providing syndicated programming and                               
comprehensive radio research services to the stations, by                       
providing sales representation services to third parties,                       
and through syndicated program fees.  The Company's                             
significant operating expenses are employee salaries, sports                    
broadcasting rights fees, programming expenses, advertising                     
and promotion expenses, rental of premises for studios and                      
transmitting equipment and music license royalty fees.                          

The Company's radio station revenue is affected primarily by                    
the advertising rates the Company's stations are able to                        
charge.  These rates are, in large part, based on a                             
station's ability to attract audiences in the demographic                       
groups targeted by its advertisers, as principally measured                     
by Arbitron Metro Area Ratings Surveys.                                         

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   

GENERAL, Continued                                                              

Most advertising contracts are short-term and run only for a                    
few weeks.  Most of the Company's revenue is generated from                     
local advertising, which is sold by the station's sales                         
staff.  In 1999, approximately 80% of the Company's gross                       
station revenue was from local advertising and approximately                    
20% was from national advertising.  A station's local sales                     
staff solicits advertising, either directly from the local                      
advertiser or through an advertising agency for the local                       
advertiser.  National advertising sales for most of the                         
Company's  stations are made by the Company's national sales                    
managers in conjunction with the efforts of an independent                      
advertising representative who specializes in national sales                    
and is compensated on a commission-only basis.                                  

The Company's broadcasting services include the distribution                    
of syndicated radio programs and comprehensive radio                            
research services.  The Company enters into contracts with                      
radio stations throughout the country to supply them with                       
syndicated programs such as The Rush Limbaugh Show and The                      
Dr. Laura Program.  The Company generates revenue from                          
distributing its syndicated programming in two ways: (i)                        
selling commercial broadcast inventory received  in exchange                    
for the syndicated programming, and (ii) cash programming                       
fees.  Aside from The Rush Limbaugh Show and The Dr. Laura                      
Program, most of the Company's syndicated programs are sold                     
in exchange for commercial broadcast inventory.  In those                       
cases, the Company's revenues depend on how successful the                      
Company is in selling air time to advertisers at attractive                     
rates.                                                                          

The Company, through its wholly owned subsidiary, Premiere                      
Radio Networks, Inc. ("Premiere"), also provides research                       
services, including music play lists and on-air promotion                       
tracking and call-out research, for eleven radio formats, in                    
exchange for commercial broadcast inventory instead of on a                     
cash basis.  This practice makes the services more                              
attractive to radio stations which have limited cash                            
resources and/or excess commercial broadcast inventory.                         
Premiere's in house sales force sells commercial broadcast                      
inventory to more than 500 national advertisers.  Premiere                      
leverages its sales force and generates additional revenues                     
without significant additional overhead costs by providing                      
network advertising sales representation services, on a                         
commission basis, to third-party networks and independent                       
syndicated programming and service suppliers that do not                        
have their own sales forces.                                                    

Sports broadcasting and the full-service programming                            
features play an integral part in the Company's operating                       
strategy.  As a result, because of the rights fees and                          
related costs of broadcasting professional baseball and                         
football, the costs related to the full-service programming                     
features of its AM radio stations, as well as the Company's                     
business strategy to acquire "stick" properties (i.e.,                          
properties with insignificant ratings and/or little or no                       
positive broadcast cash flow), the Company's broadcast cash                     
flow margins are typically lower than its competitors'.                         

General economic conditions have an impact on the Company's                     
business and financial results.  From time to time the                          
broadcast areas in which the Company operates experience                        
weak economic conditions that may negatively affect revenue                     
of the Company.  However, management believes that this                         
impact is somewhat softened by the Company's diverse                            
geographical presence. The financial results of the                             
Company's business are seasonal.  Revenues are generally                        
higher in the second, third and fourth calendar quarters                        
than in the first quarter.                                                      

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LIQUIDITY AND CAPITAL RESOURCES                                                 

Recent liquidity needs have been driven by the Company's                        
acquisition strategy.  The Company's acquisitions since 1996                    
have been financed with funds raised through a combination                      
of debt and equity instruments.  The Company currently has                      
sufficient resources to finance all pending acquisitions.                       

Financing Activities                                                            

Cash used by financing activities was $125.8 million for the                    
year ended December 31, 1999, as compared to cash provided                      
of $744.8 million for the year ended December 31, 1998 and                      
$552.9 million for the year ended December 31, 1997.  The                       
change between years is due primarily to payment of the                         
outstanding debt under the Company's credit facility and                        
$22.1 million of the Company's senior subordinated notes due                    
to the Clear Channel Merger.  Additionally, the change is                       
due in part to the amount of cash necessary for the                             
acquisition of radio stations and broadcasting related                          
service companies in the respective years.                                      

Investing Activities                                                            

Cash flows used for investing activities were $123.4 million                    
for the year ended December 31, 1999 as compared to $836.0                      
million for the year ended December 31, 1998 and $658.3                         
million for the year ended December 31, 1997.  The                              
variations from year to year are related to varying station                     
acquisition and disposition activities and capital                              
expenditures, as described below.                                               

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   

LIQUIDITY AND CAPITAL RESOURCES, Continued                                      

Completed Acquisitions and Dispositions                                         

During 1999, the Company acquired the stock of one and the                      
broadcast assets and FCC licenses of 31 radio stations and                      
one low-powered television station in five of the Company's                     
existing broadcast areas and 14 new broadcast areas for cash                    
consideration of approximately $116.7 million, of which                         
approximately $10.5 million was placed in escrow in 1997 and                    
1998.  These acquisitions were funded primarily through                         
borrowings under the Company's credit facility, which was                       
paid in full by Clear Channel at the date of the Merger.                        
The broadcast assets and FCC licenses of 15 radio stations,                     
and the broadcast assets of one additional radio station,                       
valued at approximately $86.6 million, in two of the                            
Company's existing broadcast areas and eight new broadcast                      
areas, were purchased in part with proceeds held by a                           
qualified intermediary from the sale of five and exchange of                    
one station in two broadcast areas, valued at $103.0                            
million.  The remaining cash held by the qualified                              
intermediary was returned to the Company.  The Company also                     
purchased the stock of one broadcasting services company for                    
approximately $55.0 million, with contingent consideration                      
of up to approximately $13.2 million due in 2002.  The                          
Company also sold the broadcast assets and FCC license of                       
one radio station for $5.0 million in cash.                                     

Recently Completed Dispositions                                                 

During the first quarter of 2000, the Company disposed of                       
the FCC licenses and substantially all of the broadcast                         
assets of two stations in one broadcast area that had been                      
placed in trust at the date of the Clear Channel Merger.                        

Pending Acquisitions and Dispositions                                           

The Company has entered into agreements to purchase the                         
stock of one and the FCC licenses and substantially all of                      
the broadcast assets of 18 radio stations in five of the                        
Company's existing broadcast areas and three new broadcast                      
areas for approximately $32.6 million in cash, of which                         
approximately $2.1 million has been placed in escrow.  The                      
Company expects all financing of its pending acquisitions                       
will be provided by cash flows from operating activities or                     
its parent company, Clear Channel.                                              

The Company has also entered into agreements to sell the                        
intellectual property of one station and the FCC licenses                       
and broadcast assets of seventeen additional stations in                        
twelve broadcast areas.                                                         

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   

LIQUIDITY AND CAPITAL RESOURCES, Continued                                      

See the table beginning on page 5 for a detailed list by                        
market of the 246 radio stations owned and/or operated by                       
the Company upon completion of all pending acquisitions and                     
dispositions.                                                                   

Capital Expenditures                                                            

The Company had capital expenditures of $63.7 million, $36.2                    
million and $20.0 million for the years ended December 31,                      
1999, 1998 and 1997, respectively.  The Company's capital                       
expenditures for operations consist primarily of                                
broadcasting equipment purchases, tower upgrades, and new                       
facilities to consolidate duplicate operating locations.                        
Additionally, in 1999 and 1998   capital expenditures                           
included outlays of cash for the Company's ongoing digital                      
automation project and in 1997 capital expenditures included                    
a centralized accounting system and the Company's wide area                     
network.                                                                        

Operating Activities                                                            

For the year ended December 31, 1999, cash flow provided by                     
operating activities was $237.3 million, as compared to                         
$82.6 million for the year ended December 31, 1998 and $56.0                    
million for the year ended December 31, 1997.  The change is                    
primarily due to an increase in operating income related to                     
acquisitions.                                                                   

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   

RESULTS OF OPERATIONS                                                           

The Company operates in a single reportable segment,                            
broadcast radio and television.  At December 31, 1999, the                      
segment includes 257 radio stations in 77 broadcast areas,                      
Premiere, two television stations and several insignificant                     
broadcast service companies.  Substantially all revenues are                    
generated from the sale of commercial broadcast inventory,                      
market research, traffic reporting and satellite                                
connectivity.                                                                   

The Company's management evaluates each broadcast area's                        
performance based on operating income before corporate                          
expenses, interest expense, income taxes, gains or losses                       
and miscellaneous expenses.  Specific industry related                          
performance measures also reviewed by management include                        
"Broadcast Cash Flow", which excludes depreciation and                          
amortization from the operating income measurement defined                      
above.                                                                          

Financial information for 1999 includes results of                              
operations through May 4, 1999, stated on a historical cost                     
basis and the results of operations from May 5, 1999 through                    
December 31, 1999, after applying push down accounting as                       
described in Note 2 of the consolidated financial                               
statements.                                                                     

Financial information for the Company's segment is as                           
follows (in thousands):                                                         

                                                        [Enlarge/Download Table]

                                                 Favorable            Favorable             
                                               (Unfavorable)         Unfavorable)           
For the years ended December 31,        1999      Change      1998     Change        1997   
                                                                                            
Net revenues                        $  986,713     30.8%  $  754,468    42.2%    $  530,574 
Broadcast operating expenses           620,643    (24.7%)    497,861   (39.5%)      356,783 

Broadcast cash flow                    366,070     42.7%     256,607    47.7%       173,791 
Depreciation & amortization            287,451   (138.8%)    120,392   (53.4%)       78,485 

Operating income before Corporate                                                           
 general and administrative expense     78,619    (42.3%)    136,215    42.9%        95,306 

Corporate general and administrative                                                        
 expense                               (23,133)   (17.5%)    (19,684)  (39.7%)      (14,093)

Net operating income                $   55,486    (52.4%) $  116,531    43.5%    $   81,213 

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES     

RESULTS OF OPERATIONS, Continued                                                

                                                        [Enlarge/Download Table]

                                               Favorable            Favorable              
                                             (Unfavorable)        (Unfavorable)            
For the years ended December 31,      1999      Change      1998     Change         1997   
                                                                                           
Other Consolidated Statements of                                                           
Operations Data:                                                                           
Interest expense                  $ (110,715)    (3.2%) $ (107,295)   (30.3%)   $  (82,315)
Gain on sale of assets            $  130,385   1096.6%  $   10,896     (2.1%)   $   11,135 
Income tax expense                $  (53,045)   (88.8%) $  (28,100)  (192.7%)   $   (9,600)
Extraordinary loss                $  (13,185)     -  %  $     -         -  %    $   (7,456)
Net income (loss)                 $    3,402    261.1%  $      942    123.2%    $   (4,052)

Other Consolidated Financial                                                               
Statement Data:                                                                            
Capital expenditures              $   63,716     75.9%  $   36,232     81.3%    $   19,980 
Radio station and other                                                                    
 acquisitions                     $  151,316    (81.1%) $  800,211      9.4%    $  731,616 
Total assets                      $7,509,017    119.5%  $3,420,708     31.5%    $2,601,878 


Discussion  of  Broadcast Radio and Television Segment Financial  Statement     
Changes                                                                         

The increase in net revenue from 1998 to 1999, and from 1997 to 1998 is due     
primarily to revenue generated at those properties owned or operated during     
1999, but not during the comparable 1998 period, and during 1998, but not       
during the comparable 1997 period, respectively.                                

The increase in radio broadcast operating expenses from 1998 to 1999, and       
from 1997 to 1998 is due primarily to expenses incurred at those properties     
owned or operated during 1999 but not during the comparable 1998 period,        
and during 1998 but not during the comparable 1997 period, respectively.        

Depreciation and amortization expense increased from 1998 to 1999 due to        
the write up of intangible assets to fair value due to the Clear Channel        
Merger.  Depreciation and amortization expense increased from 1997 to 1998      
due to acquisitions made during 1997 and 1998.                                  

Operating income decreased from 1998 to 1999 due to the increase in             
amortization and depreciation expense.  Operating income increased from         
1997 to 1998 as a result of the acquisitions made throughout 1997 and 1998,     
and to a lesser extent, increases in operating performance.                     

Discussion of Other Consolidated Statements of Operations Data                  

Interest expense increased from 1998 to 1999, and from 1997 to 1998 due to      
increases in outstanding debt incurred in connection with the Company's         
acquisitions.                                                                   

The gain on sale of assets in 1999 is the result of the exchange of five        
stations in Louisville, Kentucky and one station in Tampa, Florida prior to     
the Clear Channel Merger, as well as the sale of two of the Company's           
equity investments.  The gain on sale of assets in 1998 resulted primarily      
from the exchange of two radio stations in San Diego, California and three      
radio stations in Columbus, Ohio in August 1998.  The gain on the sale of       
assets in 1997 resulted primarily from the sale of the Company's investment     
in warrants in February 1997 and in an equity security in May 1997.             

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES     

RESULTS OF OPERATIONS, Continued                                                

The increase in income tax expense from 1998 to 1999 was due to increased       
taxable income resulting from higher revenues, as well as gains on the sale     
of assets.  The effective tax rate increased as well, as a result of an         
increase in non-deductible goodwill resulting from the Clear Channel            
Merger.  Income tax expense increased from 1997 to 1998 due to                  
approximately $14.8 million in deferred tax expense related to gains            
recorded on the exchange of certain radio stations.                             

The Company recognized an extraordinary loss in 1999 due to the tender          
offer on the Company's 10 1/8% Senior Subordinated Notes, 9 3/4% Senior         
Subordinated Notes, 8 3/4% Senior Subordinated Notes, and 8% Senior             
Subordinated Notes.  See Footnote 7 to the Consolidated Financial               
Statements.  The Company recognized extraordinary losses in 1997 related to     
the write off of debt financing costs due to significant amendments to the      
Company's Credit Facility.                                                      

Year 2000 Computer System Compliance                                            

In prior years, the Company discussed the nature and progress of plans to       
become Year 2000 ready.  In late 1999, Jacor completed the remediation and      
testing of systems.  As a result of those planning and implementation           
efforts, the Company experienced no significant disruptions in mission          
critical information technology and non-information technology systems and      
believe those systems successfully responded to the Year 2000 date changes.     
An immaterial amount was expensed to operations during 1999 in connection       
with remediating of the systems.  Jacor is not aware of any material            
problems resulting from year 2000 issues, either with the Company's             
products, internal systems, or the products and services of third parties.      
The Company will continue to monitor its mission critical computer              
applications and those of its suppliers and vendors throughout the year         
2000 to ensure that any latent Year 2000 matters that may arise are             
addressed promptly.                                                             

Recent Pronouncements                                                           

In June 1998, the Financial Accounting Standards Board issued Statement of      
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for            
Derivative Instruments and Hedging Activities."  SFAS 133 requires that an      
entity recognize all derivatives as either assets or liabilities in the         
balance sheet and measure such instruments at fair value.  SFAS 133 is          
amended by Statement of Financial Accounting Standards No. 137 ("SFAS           
137"), "Accounting for Derivative Instruments and Hedging Activities -          
Deferral of the Effective Date of FASB Statement No. 133," and is effective     
for years beginning after June 15, 2000.  The Company plans to adopt this       
statement in fiscal year 2001.  Management does not believe adoption of         
this statement will materially impact our financial position or results of      
operations.                                                                     

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Item 7A.  Quantitative and Qualitative Disclosures About Market Risk            

Item 7A is not applicable to the Company.                                       

Item 8.  Financial Statements and Supplementary Data                            

                                                        Page

Report of Independent Auditors - Ernst & Young LLP                 47           

Report of Independent Auditors - PricewaterhouseCoopers LLP        48           

Consolidated Balance Sheets:  December 31, 1999 and 1998           49           

Consolidated Statements of Operations and Comprehensive Income:                 
for the period from May 5, 1999 through December 31, 1999,                  
the period from January 1, 1999 through May 4, 1999, and                    
for the years ended December 31, 1998 and 1997                   50         

Consolidated Statements of Shareholders' Equity:                                
for the period from May 5, 1999 through December 31, 1999,                  
the period from January 1, 1999 through May 4, 1999, and                    
the years ended December 31, 1998 and 1997                       52         

Consolidated Statements of Cash Flows:                                          
for the period from May 5, 1999 through December 31, 1999,                  
the period from January 1, 1999 through May 4, 1999, and                    
for the years ended December 31, 1998 and 1999                   54         

Notes to Consolidated Financial Statements                         56           

Quarterly Financial Data                                           79           

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Report of Independent Auditors      

Board of Directors                                                              
Jacor Communications                                                            

We  have  audited  the  accompanying consolidated balance  sheet  of  Jacor     
Communications,  Inc. as of December 31, 1999 and the related  consolidated     
statements of operations and comprehensive income, shareholder's equity and     
cash  flows for the period from May 5, 1999 through December 31, 1999,  and     
the  period  from January 1, 1999 through May 4,1999 (Predecessor).   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 auditing standards generally         
accepted in the United States. 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 financial statements referred to above present fairly,      
in all material respects, the consolidated financial position of Jacor          
Communications, Inc. at December 31, 1999 and the consolidated results of       
its operations and its cash flows for the period from May 5, 1999 through       
December 31, 1999, and the period from January 1, 1999 to May 4, 1999           
(Predecessor), in conformity with accounting principles generally accepted      
in the United States.                                                           

                     /s/ Ernst & Young LLP

March 24, 2000                                                                  

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REPORT OF INDEPENDENT AUDITORS                

To the Shareholders and                                                         
Board of Directors of                                                           
Jacor Communications, Inc.                                                      

In our opinion, the accompanying consolidated balance sheet and the related     
consolidated statements of operations and comprehensive income,                 
shareholders' equity and cash flows, as of and for each of the two years in     
the period ended December 31, 1998, present fairly, in all material             
respects, the financial position, results of operations and cash flows of       
Jacor Communications, Inc. and its subsidiaries as of and for each of the       
two years in the period ended  December 31, 1998, in conformity with            
accounting principles generally accepted in the United States.  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 of these statements in            
accordance with auditing standards generally accepted in the United States      
which 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,             
assessing the accounting principles used and significant estimates made by      
management, and evaluating the overall financial statement presentation.        
We believe that our audits provide a reasonable basis for the opinion           
expressed above.  We have not audited the consolidated financial statements     
of Jacor Communications, Inc. and its subsidiaries for any period               
subsequent to December 31, 1998.                                                

PricewaterhouseCoopers LLP                                                      
Cincinnati, Ohio                                                                
February 12, 1999                                                               

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                                                                [Download Table]

                JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                    
     (A wholly owned subsidiary of Clear Channel Communications, Inc.)         
                        CONSOLIDATED BALANCE SHEETS                            
                        DECEMBER 31, 1999 AND 1998                             
                   (In thousands, except share amounts)                        



                                                                    Predecessor
                                                  1999                 1998    
                     ASSETS                                                    
                                                                               
Current assets:                                                                
  Cash and cash equivalents                   $     8,194         $    20,051  
  Accounts receivable, less allowance for                                      
    doubtful accounts of $8,346 in 1999                                        
    and $8,303 in 1998                            233,722             201,466  
  Other current assets                             38,515              32,796  
            Total current assets                  280,431             254,313  
Property and equipment, net                       334,019             281,049  
Intangible assets, net                          6,844,174           2,749,348  
Other assets                                       50,393             135,998  
            Total assets                      $ 7,509,017         $ 3,420,708  

                     LIABILITIES                                               
Current liabilities:                                                           
  Accounts payable                            $    19,241         $    20,015  
  Accrued payroll                                  22,447              16,238  
  Accrued expenses and other                      123,298              86,184  
  Accrued income taxes                             34,761               5,963  
  Current portion long-term debt                     -                 35,000  
          Total current liabilities               199,747             163,400  
Due to Clear Channel, net                         827,122                -     
Long-term debt                                    571,405           1,289,574  
Liquid Yield Option Notes ("LYONs")               490,809             306,202  
Deferred income taxes                             782,496             345,478  
Other long-term liabilities                        89,867             112,988  

Commitments and contingencies                                                  

                     SHAREHOLDERS' EQUITY                                      

Preferred stock, authorized and unissued                                       
   4,000,000 shares                                  -                    -    
Common stock, no par value, $0.01 per share                                    
   stated value; authorized 100,000,000                                        
   shares, issued and outstanding shares:                                      
   1 in 1999 and 51,184,217 in 1998                  -                    512  
Additional paid-in capital                      4,354,744           1,124,057  
Common stock warrants                             252,862              30,819  
Accumulated other comprehensive income               -                 25,428  
Retained (deficit) earnings                       (60,035)             22,250  
            Total shareholders' equity          4,547,571           1,203,066  
            Total liabilities and                                              
              shareholders' equity            $ 7,509,017         $ 3,420,708  

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

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            JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                             
 (A wholly owned subsidiary of Clear Channel Communications, Inc.)                  
  CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME                    
    for the period from May 5, 1999 through December 31, 1999,                      
       the period from January 1, 1999 through May 4, 1999,                         
        and for the years ended December 31, 1998 and 1997                          
             (In thousands, except per share amounts)                               


                                                            Predecessor             
                               May 5, 1999      January 1,                          
                                 through          1999                              
                               December 31,      through                            
                                  1999 *       May 4, 1999      1998        1997    
                                                                                    

Broadcast revenue              $  805,068     $  306,824    $  850,720   $  595,229 
     Less agency commissions       90,002         35,177        96,252       64,655 

        Net revenue               715,066        271,647       754,468      530,574 

Broadcast operating expenses      428,566        192,077       497,861      356,783 
Depreciation and amortization     240,500         46,951       120,392       78,485 
Corporate general and                                                               
   administrative expenses         15,760          7,373        19,684       14,093 

        Operating income           30,240         25,246       116,531       81,213 

Interest expense                  (70,984)       (39,731)     (107,295)     (82,315)
Gain on sale of assets               -           130,385        10,896       11,135 
Other (expense) income             (5,361)          (163)        8,910        2,971 

        (Loss) income before                                                        
          income taxes and                                                          
          extraordinary loss      (46,105)       115,737        29,042       13,004 

Income tax expense                   (745)       (52,300)      (28,100)      (9,600)

 (Loss) income before                                                               
   extraordinary loss             (46,850)        63,437           942        3,404 

 Extraordinary loss, net                                                            
   of income tax benefit         (13,185)          -             -           (7,456)

        Net (loss) income         (60,035)        63,437           942       (4,052)

Other comprehensive (loss)                                                          
   income before tax:                                                               
Unrealized gains on securities       -              -           42,380        2,697 
Less: reclassification adjustment                                                   
   for gains included in net                                                        
   (loss) income                     -           (42,380)         -          (6,100)
Other comprehensive (loss)                                                          
   income, before tax                -           (42,380)       42,380       (3,403)
Income tax benefit (expense)                                                        
   related to items of other                                                        
   comprehensive (loss) income       -            16,952       (16,952)       1,361 
Other comprehensive (loss)                                                          
   income, net of tax                -           (25,428)       25,428       (2,042)

Comprehensive (loss) income    $  (60,035)    $   38,009    $   26,370   $   (6,094)

                               (Continued)                                          

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            JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                        
 (A wholly owned subsidiary of Clear Channel Communications, Inc.)             
  CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME               
    for the period from May 5, 1999 through December 31, 1999,                 
       the period from January 1, 1999 through May 4, 1999,                    
        and for the years ended December 31, 1998 and 1997                     
             (In thousands, except per share amounts)                          
                            (Continued)                                        



                                                           Predecessor         
                               May 5, 1999      January 1,                     
                                 through          1999                         
                               December 31,      through                       
                                  1999 *       May 4, 1999      1998      1997 
                                                                               
Basic net income (loss)                                                        
  per common share:                                                            
     Before extraordinary loss                   $ 1.24        $ .02    $ .08  
     Extraordinary loss                             -            -       (.18) 
      Net income (loss)                                                        
        per common share                         $ 1.24        $ .02    $(.10) 

Diluted net income (loss)                                                      
 per common share:                                                             
   Before extraordinary loss                     $ 1.07        $ .02    $ .08  
   Extraordinary loss                               -            -       (.18) 
      Net income (loss)                                                        
       per common share                          $ 1.07        $ .02    $(.10) 

Number of common shares used                                                   
   in Basic calculation                           51,299        50,389   40,460

Number of common shares used                                                   
   in Diluted calculation                         61,916        54,565   42,163


[FN]                                                                            

*  Earnings per share information is not presented subsequent to May 4,         
1999.  At the date of the Merger all of the outstanding stock of the      
Company was exchanged for Clear Channel common stock rendering the        
calculation not meaningful.                                               

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

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               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                                    
       (A wholly owned subsidiary of Clear Channel Communications, Inc.)                      
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                               
          for the period from May 5, 1999 through December 31, 1999,                          
           the period from January 1, 1999 through May 4, 1999, and                           
                  the years ended December 31, 1998 and 1997                                  
                                  (In thousands)                                              



                                                          Accumulated                         
                     Common Stock    Additional  Common      Other      Retained              
                  Shares    Stated    Paid-In     Stock  Comprehensive  Earnings              
                            Value     Capital   Warrants     Income     (Deficit)   Total     
--------------------------------------------------------------------------------------------  
                                                                                              
Balances,                                                                                     
 December 31,                                                                                 
 1996             31,287     $313  $  432,721   $26,500    $ 2,042     $25,360     $  486,936 
 (Predecessor)                                                                                
--------------------------------------------------------------------------------------------- 
Common stock                                                                                  
 offering          8,321       83     246,079      -          -           -           246,162 
Stock issued for                                                                              
 acquisitions      5,774       58     179,370      -          -           -           179,428 
Employee stock                                                                                
 purchases            87        1       2,137      -          -           -             2,138 
Exercise of                                                                                   
 stock options       220        2       3,030      -          -           -             3,032 
Issuance of                                                                                   
 warrants           -          -         -        5,000       -           -             5,000 
Other                                                                                         
 comprehensive                                                                                
 income             -          -         -         -        (2,042)       -            (2,042)
Other               -          -         (251)     -          -           -              (251)
Net loss            -          -         -         -          -         (4,052)        (4,052)
--------------------------------------------------------------------------------------------- 
Balances,                                                                                     
 December 31,                                                                                 
 1997            45,689      $457  $  863,086   $31,500       -        $21,308     $  916,351 
 (Predecessor)                                                                                
--------------------------------------------------------------------------------------------- 
Common stock                                                                                  
 offering         5,073        51     244,888      -          -           -           244,939 
Employee stock                                                                                
 purchases           70        -        3,080      -          -           -             3,080 
Exercise of                                                                                   
 stock options      277         3       4,707      -          -           -             4,710 
Conversion of                                                                                 
 warrants            70         1       3,504      (681)      -           -             2,824 
Other                                                                                         
 comprehensive                                                                                
 income             -          -         -         -       $25,428        -            25,428 
LYONs conversions     5        -          194      -          -           -               194 
Other               -          -        4,598      -          -           -             4,598 
Net income          -          -         -         -          -            942            942 
--------------------------------------------------------------------------------------------- 
Balances,                                                                                     
 December 31,                                                                                 
 1998            51,184      $512   $1,124,057   $30,819   $25,428     $22,250     $1,203,066 
 (Predecessor)                                                                                


(Continued) 

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               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                                    
       (A wholly owned subsidiary of Clear Channel Communications, Inc.)                      
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                               
          for the period from May 5, 1999 through December 31, 1999,                          
           the period from January 1, 1999 through May 4, 1999, and                           
                  the years ended December 31, 1998 and 1997                                  
                                  (In thousands)                                              
                                  (Continued)                                                 



                                                          Accumulated                         
                     Common Stock    Additional  Common      Other       Retained             
                  Shares    Stated    Paid-In     Stock  Comprehensive   Earnings             
                            Value     Capital   Warrants     Income      (Deficit)   Total    
--------------------------------------------------------------------------------------------- 
                                                                                              
Balances,                                                                                     
 December 31,                                                                                 
 1998            51,184      $512   $1,124,057   $30,819   $25,428     $22,250     $1,203,066 
 (Predecessor)                                                                                
--------------------------------------------------------------------------------------------- 
Employee stock                                                                                
 purchases           25        -         1,354      -         -           -             1,354 
Exercise of                                                                                   
 stock options    1,301        13       22,263      -         -           -            22,276 
Conversion of                                                                                 
 warrants            23        -         1,138      (219)     -           -               919 
Other                                                                                         
 comprehensive                                                                                
 income            -           -          -         -      (25,428)       -           (25,428)
LYONs conversions    50         1        1,903      -         -           -             1,904 
Net income         -           -          -         -         -         63,437         63,437 
--------------------------------------------------------------------------------------------- 
Balances,                                                                                     
 May 4, 1999     52,583      $526   $1,150,715   $30,600      -        $85,687     $1,267,528 
 (Predecessor)                                                                                
--------------------------------------------------------------------------------------------- 
Purchase                                                                                      
 accounting                                                                                   
 adjustment     (52,583)     (526)   3,204,029   222,828      -        (85,687)     3,340,644 
Conversion of                                                                                 
 warrants          -           -          -         (566)     -           -              (566)
Net loss           -           -          -         -         -        (60,035)       (60,035)
--------------------------------------------------------------------------------------------- 
Balances,                                                                                     
 December 31,                                                                                 
 1999              -         $ -    $4,354,744  $252,862   $  -       $(60,035)    $4,547,571 


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

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                JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                          
     (A wholly owned subsidiary of Clear Channel Communications, Inc.)               
                   CONSOLIDATED STATEMENTS OF CASH FLOWS                             
        for the period from May 5, 1999 through December 31, 1999,                   
           the period from January 1, 1999 through May 4, 1999,                      
            and for the years ended December 31, 1998 and 1997                       
                              (In thousands)                                         


                                                                Predecessor          
                                     May 5, 1999     January 1,                      
                                       through         1999                          
                                     December 31,     through                        
                                        1999        May 4, 1999     1998      1997   
                                                                                     

Cash flows from operating activities:                                                
  Net (loss) income                  $ (60,035)    $  63,437     $    942   $ (4,052)
  Adjustments to reconcile net                                                       
    (loss) income to net cash                                                        
    provided by operating                                                            
    activities:                                                                      
     Depreciation                       23,053        10,194       26,457     17,836 
     Amortization of intangibles       217,447        32,943       93,935     60,649 
     Extraordinary loss                 13,185          -            -         7,456 
     Non-cash interest expense           2,711         4,311       17,227      6,618 
     Provision for bad debts                                                         
       and other                           301          (259)       2,108      1,155 
     Deferred taxes                     14,304          -          14,956     (6,648)
     Gain on sale of assets               -         (130,385)     (10,896)   (11,135)
     Changes in operating assets                                                     
       and liabilities, net of                                                       
       effects of acquisitions                                                       
       and disposals:                                                                
         Accounts receivable           (42,957)       10,658      (68,319)   (37,495)
         Other current assets          (27,871)         (951)      (1,451)    (9,637)
         Accounts payable, accrued                                                   
           expenses and other           57,212        49,962        7,640     31,293 

Net cash provided by                                                                 
  operating activities                 197,350        39,910       82,599     56,040 


(Continued)       

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                JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                             
     (A wholly owned subsidiary of Clear Channel Communications, Inc.)                  
                   CONSOLIDATED STATEMENTS OF CASH FLOWS                                
        for the period from May 5, 1999 through December 31, 1999,                      
           the period from January 1, 1999 through May 4, 1999,                         
            and for the years ended December 31, 1998 and 1997                          
                              (In thousands)                                            
                                (Continued)                                             



                                                                 Predecessor            
                                      May 5, 1999     January 1,                        
                                        through         1999                            
                                      December 31,     through                          
                                         1999        May 4, 1999     1998       1997    
                                                                                        
Cash flows from investing activities:                                                   
  Capital expenditures               $   (47,214)   $  (16,502)  $ (36,232)   $ (19,980)
  Cash paid for acquisitions             (41,549)     (102,111)   (786,992)    (680,206)
  Deposits on broadcast stations            -           (7,656)    (13,219)     (51,410)
  Proceeds from sale of assets              -          175,622      10,400       93,263 
  Cash held in trust                      83,000       (83,000)       -            -    
  Merger costs                           (69,500)         -           -            -    
  Loans originated and other                -          (14,450)    (10,000)        -    

Net cash used by investing                                                              
    activities                           (75,263)      (48,097)   (836,043)    (658,333)

Cash flows from financing activities:                                                   
  Issuance of long-term debt                -          180,000     534,539      627,700 
  Common stock proceeds, net of                                                         
   issuance costs                           -           19,232     249,243      248,433 
  Repayment of long-term debt               -         (115,000)   (197,500)    (310,200)
  Payment of financing costs and other      -             -         (8,461)     (13,053)
  Issuance of LYONs                         -             -        166,950         -    
  Advances from Clear Channel, net      (209,989)         -           -            -    

Net cash (used) provided by                                                             
    financing activities                (209,989)       84,232     744,771      552,880 

Net (decrease) increase in cash                                                         
  and cash equivalents                   (87,902)       76,045      (8,673)     (49,413)
Cash and cash equivalents at                                                            
  beginning of period                     96,096        20,051      28,724       78,137 

Cash and cash equivalents at                                                            
  end of period                       $    8,194    $   96,096   $  20,051    $  28,724 

Supplemental disclosures of cash                                                        
flow information:                                                                       
  Cash paid for:                                                                        
     Interest                         $   46,300    $   24,409   $  87,253     $ 72,191 
     Income taxes                     $   44,204    $   12,914   $   8,588     $  5,383 

Supplemental schedule of non-cash                                                       
investing and financing activities:                                                     
  Fair value of assets exchanged      $     -       $   20,000   $ 258,566     $120,000 
  Liabilities assumed in acquisitions $     -       $     -      $  19,263     $120,325 


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

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

1.   ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS                            

Description of Business                                               

Jacor Communications, Inc. (the "Company" or "Jacor"), a              
wholly-owned subsidiary of Clear Channel Communications,              
Inc. ("Clear Channel"), operates in a single reportable               
segment, broadcast radio and television, which derives its            
revenue from the sale of commercial broadcast inventory,              
market research, traffic reporting and satellite                      
connectivity.  Prior to the Clear Channel Merger, the                 
Company operated in a single reportable segment - Radio,              
which included all of the Company's radio stations and                
Premiere Radio Networks, Inc.  Aggregated segments included           
in the caption "other" included one television station and            
various broadcast related businesses.                                 

As of December 31, 1999 the Company owned, operated, and/or           
sold advertising time for 263 radio stations and two                  
television stations in 77 broadcast areas throughout the              
United States.                                                        

On May 4, 1999 Jacor was merged with a wholly-owned                   
subsidiary of Clear Channel Communications (the "Merger"),            
as more fully described in Note 2.  The Merger was accounted          
for as a purchase business combination and, accordingly,              
purchase accounting adjustments, including goodwill, have             
been pushed down and are reflected in these financial                 
statements subsequent to May 4, 1999.  The financial                  
statements for periods ended before May 5, 1999, were                 
prepared using Jacor's historical basis of accounting and             
are designated as "Predecessor".  The comparability of                
operating results for the Predecessor periods and the                 
periods subsequent to the Merger date are affected by the             
purchase accounting adjustments.                                      

Principles of Consolidation                                           

The accompanying consolidated financial statements include            
the accounts of Jacor Communications, Inc. and its                    
subsidiaries.  All significant intercompany accounts and              
transactions have been eliminated.  Certain prior year                
amounts have been reclassed to conform to 1999 presentation.          
These changes had no impact on previously reported results            
of operations or shareholders' equity.                                

Revenue Recognition                                                   

Revenues for commercial broadcasting advertisements are               
recognized when the commercial is broadcast.  Revenues from           
syndicated program fees are recognized over the term of the           
contracts.                                                            

Barter Transactions                                                   

Barter transactions are reported at the estimated fair value          
of the product or service received.  Revenue from barter              
transactions (advertising provided in exchange for goods and          
services) is recognized as income when advertisements are             
broadcast, and merchandise or services received are charged           
to expense when received or used.  If merchandise or                  
services are received prior to the broadcast of the                   
advertising, a liability (deferred barter revenue) is                 
recorded.  If the advertising is broadcast before the                 
receipt of the goods or services, a receivable is recorded.           

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

1.   ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued                 

Cash and Cash Equivalents                                             

The Company considers all highly liquid investments with an           
original maturity of three months or less, when purchased,            
to be cash equivalents.                                               

Concentrations of Credit Risk                                         

Financial instruments which potentially subject the Company           
to concentrations of credit risk consist principally of               
temporary cash investments and accounts receivable.                   
Concentrations of credit risk with respect to accounts                
receivable are limited due to the large number of customers           
comprising the Company's customer base and their dispersion           
across many different geographic areas of the country.                

Property and Equipment                                                

Property and equipment are stated at cost less accumulated            
depreciation; depreciation is provided on the straight-line           
basis over the estimated useful lives of the assets as                
follows:                                                              

Buildings                        10 to 30 Years             
Structures and site leases        2 to 20 Years             
Transmitter and studio equipment  7 to 15 Years             
Furniture and other equipment     2 to 10 Years             
Leasehold improvements            Life of lease             

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

Intangible Assets                                                     

Intangible assets are stated at cost less accumulated                 
amortization; amortization is provided principally on the             
straight-line basis over the following lives:                         

FCC Broadcasting licenses                                   
and goodwill                  25 Years                  
Contracts and other                                         
intellectual property      3 to 25 Years              

Prior to the Clear Channel Merger, the Company amortized FCC          
broadcasting licenses and goodwill over 40 years.                     

The carrying value of intangible assets is reviewed by the            
Company when events or circumstances suggest that the                 
recoverability of an asset may be impaired.  If this review           
indicates that goodwill, FCC licenses and other intangible            
assets will not be recoverable, as determined based on the            
undiscounted cash flows of the entity over the remaining              
amortization period, the carrying value of the goodwill, FCC          
licenses, and other intangible assets will be reduced to              
their respective fair values.                                         

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

1.   ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued                 

Use of Estimates                                                      

The preparation of financial statements in conformity with            
generally accepted accounting principles requires management          
to make estimates and assumptions that affect the reported            
amounts of assets and liabilities, and disclosure of                  
contingent assets and liabilities, at the dates of the                
financial statements and the reported amounts of revenues             
and expenses during the reporting periods.  Actual results            
could differ from those estimates.                                    

Fair Value of Financial Instruments                                   

The fair value of the Company's publicly traded debt is               
based on quoted market prices.  It was not practicable to             
estimate the fair value of borrowings under the Company's             
Credit Facility since there is no liquid market for this              
debt.                                                                 

Stock Based Compensation Plans                                        

The Company accounts for its employee and director stock              
based compensation plans in accordance with APB Opinion No.           
25. The Company has elected not to adopt the cost                     
recognition provisions of Statement of Financial Accounting           
Standards No. 123, ("SFAS 123") "Accounting for Stock Based           
Compensation".  The Company follows only the disclosure               
provisions of SFAS 123 as permitted by the statement.                 

Income Taxes                                                          

The Company accounts for income taxes 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.                                                  

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

2.   CLEAR CHANNEL MERGER                                                       

On October 8, 1998 the Company entered into a definitive              
merger agreement with Clear Channel for a tax-free, stock             
for stock transaction (the "Merger" or the "Clear Channel             
Merger").  The Company and Clear Channel consummated the              
Merger at the close of business May 4, 1999.  Pursuant to             
terms of the agreement, each share of Jacor common stock was          
exchanged for 1.1573151 shares of Clear Channel common                
stock.  Upon conclusion of the Merger, Clear Channel became           
the sole shareholder of the Company, owning one outstanding           
share of Jacor common stock.                                          

Clear Channel accounted for its acquisition of the Company            
as a purchase and purchase accounting adjustments, including          
goodwill, have been pushed down and reflected in the                  
consolidated financial statements of the Company subsequent           
to May 4, 1999.  The consolidated financial statements of             
the Company for the periods ended before May 5, 1999, were            
prepared using the Company's historical basis of accounting           
and are designated as "Predecessor."  The comparability of            
operating results for the Predecessor and the periods                 
subsequent to May 4, 1999 encompassing push down accounting           
are affected by the purchase accounting adjustments                   
including the amortization of goodwill over a period of 25            
years.                                                                

This purchase price allocation is preliminary pending                 
completion of appraisals and other fair value analysis of             
assets and liabilities, which the Company anticipates will            
be completed during the second quarter of 2000.  The                  
following table summarizes the preliminary changes made to            
the accounts of the Company subsequent to May 4, 1999  as a           
result of applying push down accounting:                              
                                       Adjustments
                                          (in     thousands)

Goodwill and other intangible assets       $4,130,669       
Total assets                         $4,130,669 

Current liabilities                        $  120,000       
Long-term debt                               (638,837)      
Other liabilities                           1,308,862       
Shareholders' equity                        3,340,644       
Total liabilities and equity         $4,130,669 

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

2.   CLEAR CHANNEL MERGER, Continued                                            

Upon consummation of the Merger, a change in control event            
occurred with respect to covenants in the Company's credit            
facility, LYONs and each outstanding issue of the senior              
subordinated notes.  Such change in control gave the credit           
facility lenders the right to require repayment of amounts            
borrowed under the facility, and required the Company to              
offer repayment of the senior subordinated notes at 101% of           
the principal amount and the liquid yield option notes at             
their issue price plus accrued original issue discount at             
such date.  Approximately $22.1 million of senior                     
subordinated notes were tendered in connection with the               
repayment offer.                                                      

As a result of the Merger, all options and stock                      
appreciation rights for Jacor common stock not vested at the          
effective time of the Merger became fully vested and                  
exercisable one day before the effective time of the Merger.          
Clear Channel assumed all of these options and stock                  
appreciation rights on the same terms and conditions as were          
applicable prior to the effective time of the Merger.  The            
holders may exercise such options and stock appreciation              
rights for or with respect to shares of Clear Channel common          
stock at an exercise price adjusted to reflect the exchange           
ratio of the Merger.                                                  

In August 1998, the Company entered into an advisory                  
agreement with Equity Group Investments, Inc. ("EGI"), an             
affiliate of the Company's largest shareholder, the                   
Zell/Chilmark Fund L.P., whereby the Company agreed to pay            
EGI a fee equal to .75% of the equity value of the Company,           
as defined in the advisory agreement, on any change in                
control event.  As a result of the Merger, EGI received a             
fee of approximately $38.2 million.                                   

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

3.   ACQUISITIONS                                                               

Completed 1999 Acquisitions and Dispositions                          

During 1999, the Company acquired the stock of one and the            
broadcast assets and FCC licenses of 31 radio stations and            
one low-powered television station in five of the Company's           
existing broadcast areas and 14 new broadcast areas for cash          
consideration of approximately $116.7 million in cash, of             
which approximately $10.5 million was placed in escrow in             
1997 and 1998.                                                        

The Company also completed five separate transactions,                
selling five stations and exchanging one station in two               
broadcast areas, valued at $103.0 million, for the broadcast          
assets and FCC licenses of 15 radio stations, and the                 
broadcast assets of one additional radio station, valued in           
total at approximately $86.6 million, in two of the                   
Company's existing broadcast areas and eight new broadcast            
areas.  The remaining cash held by the qualified                      
intermediary was returned to the Company.  Also in 1999, the          
Company purchased the stock of one broadcasting services              
company for approximately $55.0 million, with contingent              
consideration of up to $13.2 million due in 2002.                     

Additionally, the Company sold the broadcast assets and FCC           
license of one radio station for $5.0 million in cash.                

Completed 1998 Acquisitions and Dispositions                          

Nationwide Related Transactions                                       

In August 1998, the Company completed the acquisition of              
substantially all broadcast related assets of Nationwide              
Communications Inc. ("Nationwide") for total cash                     
consideration of approximately $555 million, of which $30.0           
million was placed in escrow in 1997, plus acquisition                
costs.  Simultaneously with the Nationwide acquisition, but           
in separate transactions, the Company effected the exchange           
and sale of certain radio stations in order to satisfy                
antitrust concerns raised by the Department of Justice in             
connection with the Nationwide acquisition.  For financial            
reporting purposes, the Company recorded the exchange of              
eight radio stations as sale transactions, receiving non-             
cash consideration in the form of nine radio stations with            
aggregate fair values of $195 million.  Additionally, one             
other radio station was sold for $10.l million in cash.  The          
Company recorded net pre-tax gains of $10.9 million, which            
was measured by the difference between the fair value of the          
radio stations exchanged or sold and the carrying value of            
the properties.  The Company believes that certain of the             
transactions qualify as tax-deferred like-kind exchanges,             
therefore, the income tax expense of approximately $14                
million associated with the gains is included in the                  
deferred component of income tax expense.  The radio                  
stations received in the exchange transactions were recorded          
as purchase transactions at their respective fair values.             

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

3.   ACQUISITIONS, Continued                                                    

Other Transactions                                                    

Also during 1998, the Company completed acquisitions of 47            
radio stations in 10 existing and 17 new broadcast areas for          
a purchase price consisting of approximately $237.0 million           
in cash, of which $18.8 million was placed in escrow in               
1997, and the assumption of approximately $10.7 million in            
debt owed to wholly-owned subsidiaries of the Company.                

The Company also completed two separate exchanges of                  
broadcast properties, exchanging five stations in two                 
broadcast areas for seven stations in two broadcast areas.            
The Company sold six broadcast properties in three broadcast          
areas for approximately $1.1 million in cash.                         

During 1998, the Company completed acquisitions of two                
broadcasting service companies and the assets of five other           
broadcasting service companies for a purchase price of                
approximately $14.5 million in cash, a note payable of                
approximately $0.8 million, plus additional contingent                
consideration of up to $1.6 million payable over three                
years.                                                                

All of the above acquisitions have been accounted for as              
purchases.  The excess cost over the fair value of net                
assets acquired is being amortized over 25 years.  Prior to           
the Clear Channel Merger, excess cost over the fair value of          
net assets acquired was amortized over 40 years.  The                 
results of operations of the acquired businesses are                  
included in the Company's financial statements since the              
respective dates of acquisition.  The Company's 1999                  
completed acquisitions both individually and in the                   
aggregate are immaterial to the Company's results of                  
operations.  Assuming each of the 1998 acquisitions had               
taken place at the beginning of 1997, unaudited pro forma             
consolidated results of operations would have been as                 
follows (in thousands except per share amounts):                      

                             Pro Forma (Unaudited)
                             Year Ended December 31,
                             1998           1997

Net revenue                            $824,616     $714,853          
Net loss before extraordinary loss       (9,568)     (14,263)         
Diluted loss per common share                                         
before extraordinary loss               $(.19)       $(.28)       

These unaudited pro forma amounts do not purport to be                
indicative of the results that might have occurred if the             
foregoing transactions had been consummated on the indicated          
dates.                                                                

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

3.   ACQUISITIONS, Continued                                                    

Recently Completed Dispositions                                       

During the first quarter of 2000, the Company disposed of             
the FCC licenses and substantially all of the broadcast               
assets of two stations in one broadcast area that had been            
placed in trust at the date of the Clear Channel Merger.              

Pending Acquisitions and Dispositions                                 

As of March 15, 2000, the Company has entered agreements to           
purchase the stock of one and the FCC licenses and                    
substantially all of the broadcast assets of 18 radio                 
stations in five of the Company's existing broadcast areas            
and three new broadcast areas for approximately $32.6                 
million in cash, of which approximately $2.1 million has              
been paid in escrow.                                                  

The Company has also entered into agreements to sell the              
intellectual property of one station and the FCC licenses             
and broadcast assets of seventeen additional stations in              
twelve broadcast areas.                                               

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

4.   PROPERTY AND EQUIPMENT                                                     

Property and equipment at December 31, 1999 and 1998 consist          
of the following (in thousands):                                      

                                  1999        1998

Land, buildings and improvements    $ 93,776      $ 73,301  
Transmitter and studio equipment     187,575       208,698  
Furniture and other equipment         58,516        43,685  
Construction in progress              19,697        10,518  
                                   359,564       336,202
Less accumulated depreciation        (25,545)      (55,153) 
                                  $334,019      $281,049

5.   INTANGIBLE ASSETS                                                          

Intangible assets at December 31, 1999 and 1998 consist of            
the following (in thousands):                                         

                                   1999         1998

Broadcasting licenses and                                   
  goodwill                         $6,722,447     $2,530,496
Contracts and other                                         
  intellectual assets                 337,418        400,674
                                    7,059,865      2,931,170
 Less accumulated amortization        (215,691)      (181,822)
                                   $6,844,174     $2,749,348

The 1999 intangible assets reflect the effects of applying push down  
accounting due to the Clear Channel Merger.                           

6.   OTHER ASSETS                                                               

At December 31, 1998 the Company recorded an unrealized               
gain, net of tax, of $25.4 million on an investment in a              
marketable equity security.  In January 1999 the Company              
sold the investment and recognized a pretax gain of $83.5             
million.                                                              

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

7.   LONG-TERM DEBT                                                             

The Company's debt obligations at December 31, 1999 and 1998          
consist of the following (in thousands):                              

                               1999               1998

Credit Facility borrowings........ $     -             $  750,000     
10 1/8% Senior Subordinated Notes,                                    
due 2006.......................    106,811             100,000  
9 3/4% Senior Subordinated Notes,                                     
due 2006.......................    188,633             170,000  
8 3/4% Senior Subordinated Notes,                                     
due 2007.......................    163,693             150,000  
8% Senior Subordinated Notes,                                         
due 2010.......................    112,268             119,574  
                              $  571,405          $1,289,574

Credit Facility                                                       

Prior to the Clear Channel Merger, the Company, through               
Jacor Communications Company ("JCC"), had a $1.15 billion             
credit facility (the "Credit Facility") with a group of               
banks and other financial institutions (the "Lenders").  The          
Credit Facility consisted of two components, a revolving              
credit facility ("Revolving Credit Facility") of up to                
$750.0 million and a term loan ("Term Loan") of up to $400.0          
million.  At May 4, 1999, the Company had $400.0 million of           
outstanding indebtedness under the Term Loan and $450.0               
million of outstanding indebtedness under the Revolving               
Credit Facility.  Upon consummation of the Merger, a change           
in control event occurred with respect to covenants in the            
Credit Facility, giving the Credit Facility Lenders the               
right to require repayment of amounts borrowed under the              
Credit Facility.  Clear Channel paid in full the outstanding          
balance under the Credit Facility at the date of the Merger.          
At December 31, 1998, the Company had $400.0 million of               
outstanding indebtedness under the Term Loan and $385.0               
million of outstanding indebtedness under the Revolving               
Credit Facility.  At December 31, 1998 the average interest           
rate on Credit Facility borrowings was 6.20%.                         

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

7.   LONG-TERM DEBT, Continued                                                  

Senior Subordinated Notes                                             

The Company has four series of Senior Subordinated Notes: 10          
1/8% Senior Subordinated Notes (the "10 1/8% Notes") due              
2006; 9 3/4% Senior Subordinated Notes (the "9 3/4% Notes") due       
2006; 8 3/4% Senior Subordinated Notes (the "8 3/4% Notes) due        
2007, and; 8% Senior Subordinated Notes (the "8% Notes") due          
2010 (collectively, the "Notes").  At the date of the                 
Merger, the Notes were revalued to fair market value,                 
resulting in a merger premium of $30.5 million being added            
to the face value of the Notes.   The following schedule              
summarizes information related to the Notes (in thousands):           

                                            Fair Market     Interest
                   Maturity       Face      Value at       Payment
   Issue              Date        Value     Merger Date     Schedule

10 1/8% Notes       06/15/06  $100,000        $107,042     Semi-annual
9 3/4% Notes        12/15/06  $170,000        $182,363     Semi-annual
8 3/4% Notes        06/15/07  $150,000        $156,167     Semi-annual
8 % Notes           02/15/10  $120,000        $124,512     Semi-annual

As a result of the Clear Channel Merger, a change in control          
event occurred with respect to the Notes, requiring the               
Company to offer repayment of the Notes at 101% of the                
principal amount.  Approximately $22.1 million of Notes were          
tendered in connection with the repayment offer.  In                  
December 1999, Clear Channel completed a tender offer for             
the Notes through an agent acting on the behalf of Clear              
Channel, whereby Notes with a face value of approximately             
$516.6 million were redeemed.  Cash settlement of the amount          
due to the agent was completed on January 14, 2000, and               
included approximately $21.3 million in premiums and agency           
fees.   Clear Channel recognized an extraordinary charge of           
approximately $13.2 million, net of approximately $8.1                
million of income tax, in the fourth quarter of 1999.  At             
12/31/99, the Notes include the face value of the                     
outstanding Notes, net of discount, accrued interest,                 
unamortized merger premium, and tender premium and agency             
fees, as follows (in thousands):                                      

                                                           Tender       Face
                                           Unamortized    Premium      Value
                    Face Value    Accrued     Merger     and Agency    after
       Issue       at 12/31/99    Interest   Premium        Fees      Tender

  10 1/8% Notes    $ 96,997     $   407     $  6,381     $ 3,026     $ 639
  9 3/4% Notes     $170,000     $   690     $ 11,278     $ 6,665     $ 100
  8 3/4% Notes     $149,475     $   544     $  5,660     $ 8,014     $ 260
  8 % Notes        $101,057     $ 3,035     $  4,615     $ 3,561     $ 234

As a wholly-owned subsidiary of Clear Channel, the Company            
also guarantees the outstanding debt of Clear Channel.                

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

8.   LIQUID YIELD OPTION NOTES                                                  

1998 Liquid Yield Option Notes                                        

In February 1998, the Company issued 4 3/4% Liquid Yield              
Option Notes ("1998 LYONs") due 2018 in the aggregate                 
principal amount at maturity of $426.9 million.  Each 1998            
LYON had an issue price of $391.06 and a principal amount at          
maturity of $1,000.  At the date of the Merger, the 1998              
LYONs were revalued to fair market value, resulting in a              
merger premium of approximately $48.5 million.  As a result           
of the Clear Channel Merger, a change in control event                
occurred with respect to the 1998 LYONs, requiring the                
Company to offer repayment of the 1998 LYONs at their issue           
price plus accrued original issue discount at such date.              
Twenty-two 1998 LYONs were presented for repayment.  At               
December 31, 1999, the 1998 LYONs had a balance, net of               
redemptions, conversions to common stock, amortization of             
premium, and accretion of interest, of approximately $229.3           
million, and an approximate fair market value of $286.0               
million.  At December 31, 1998, the 1998 LYONs had a                  
balance, net of redemptions, conversions to common stock,             
and accretion of interest, of approximately $174.1 million,           
and an approximate fair market value of $205.4 million.               

Each 1998 LYON is convertible, at the option of the holder,           
at any time on or prior to maturity, into Clear Channel               
common stock at a conversion rate of 7.227 shares per 1998            
LYON.  At December 31, 1999, approximately 3.1 million                
shares of Clear Channel common stock were reserved for                
conversion of the 1998 LYONs.                                         

The 1998 LYONs are not redeemable by the Company prior to             
February 9, 2003.  Thereafter, the LYONs are redeemable for           
cash at any time at the option of the Company, in whole or            
in part, at redemption prices equal to the issue price plus           
accrued original issue discount to the date of redemption.            

The 1998 LYONs can be purchased by the Company, at the                
option of the holder, on February 9, 2003, February 9, 2008,          
and February 9, 2013 for a purchase price of $494.52,                 
$625.35 and $790.79 (representing issue price plus accrued            
original issue discount to each date), respectively,                  
representing a 4 3/4% yield per annum to the holder on such           
date.  The Company, at its option, may elect to pay the               
purchase price on any such purchase date in cash or Clear             
Channel common stock, or any combination thereof.                     

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

8.   LIQUID YIELD OPTION NOTES, Continued                                       

1996 Liquid Yield Option Notes                                        

In June 1996, the Company issued 5 1/2% Liquid Yield Option           
Notes ("1996 LYONs") due 2011 in the aggregate principal              
amount at maturity of $259.9 million.  Each 1996 LYON had an          
issue price of $443.14 and a principal amount at maturity of          
$1,000.  At the date of the Merger, the 1996 LYONs were               
revalued to fair market value, resulting in a merger premium          
of approximately $132.2 million.  As a result of the Clear            
Channel Merger, a change in control event occurred with               
respect to the 1996 LYONs, requiring the Company to offer             
repayment of the 1996 LYONs at their issue price plus                 
accrued original issue discount at such date.  One hundred            
fifty 1996 LYONs were presented for repayment.  At December           
31, 1999, the 1996 LYONs had a balance, net of redemptions,           
conversions to common stock, amortization of premium, and             
accretion of interest, of approximately $261.6 million, and           
an approximate fair market value of $344.8 million.  At               
December 31, 1998, the 1996 LYONs had a balance, net of               
redemptions, conversions to common stock, and accretion of            
interest, of approximately $132.1 million, and an                     
approximate fair market value of $232.0 million.                      

Each 1996 LYON is convertible, at the option of the holder,           
at any time on or prior to maturity, into Clear Channel               
common stock at a conversion rate of 15.522 shares per 1996           
LYON.  At December 31, 1999, approximately 3.9 million                
shares of Clear Channel common stock were reserved for                
conversion of the 1996 LYONs.                                         

The 1996 LYONs are not redeemable by the Company prior to             
June 12, 2001.  Thereafter, the 1996 LYONs are redeemable             
for cash at any time at the option of the Company, in whole           
or in part, at redemption prices equal to the issue price             
plus accrued original issue discount to the date of                   
redemption.                                                           

The 1996 LYONs can be purchased by the Company, at the                
option of the holder, on June 12, 2001 and June 12, 2006,             
for a purchase price of $581.25 and $762.39 (representing             
issue price plus accrued original issue discount to each              
date), respectively, representing a 5 1/2% yield per annum            
to the holder on such date.  The Company, at its option, may          
elect to pay the purchase price on any such purchase date in          
cash or Clear Channel common stock, or any combination                
thereof.                                                              

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

9.   CAPITAL STOCK                                                              

Common Stock                                                          

As a result of the Clear Channel Merger, each share of Jacor          
common stock was exchanged for 1.1573151 shares of Clear              
Channel common stock.  Upon conclusion of the Merger, Clear           
Channel became the sole shareholder of the Company, owning            
one outstanding share of Jacor common stock.                          

In February 1998, the Company completed an offering of                
5,073,000 shares of Jacor common stock at $50.50 per share,           
net of underwriting discounts of $2.02 per share.  Net                
proceeds to the Company were approximately $244.9 million.            

Warrants                                                              

1997 Warrants                                                         

In connection with the 1997 acquisition of Regent                     
Communications, Inc., the Company issued warrants (the "1997          
Warrants") to acquire 500,000 shares of Jacor common stock            
with an exercise price of $40 per share, expiring in                  
February 2002.  Upon consummation of the Merger, the 1997             
Warrants were revalued to fair market value, resulting in an          
increase of $12.7 million.                                            

1996 Warrants                                                         

In connection with the 1996 acquisition of Citicasters,               
Inc., the Company issued warrants (the "1996 Warrants") to            
acquire 4,400,000 shares of Jacor common stock with an                
exercise price of $28 per share, expiring in September 2001.          
Upon consummation of the Merger, the 1996 Warrants were               
revalued to fair market value, resulting in an increase of            
$210.2 million.                                                       

As a result of the Clear Channel Merger, each holder of the           
Company's 1997 Warrants and 1996 Warrants (collectively, the          
"Warrants") became entitled to exercise such Warrants for             
shares of Clear Channel common stock instead of Jacor common          
stock.  Upon exercise of such Warrants after the date of the          
Merger, the holders of such Warrants will receive that                
number of shares of Clear Channel common stock that the               
holder would have received if she or he had exercised such            
Warrants for shares of Jacor common stock immediately prior           
to the effective time of the Merger, as adjusted to reflect           
the exchange ratio of the Merger.                                     

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

10.  STOCK BASED COMPENSATION PLANS                                             

As a result of the Merger, all options and stock                      
appreciation rights issued under the Company's stock based            
compensation plans not vested at the effective time of the            
Merger became fully vested and exercisable one day before             
the effective time of the Merger.  Clear Channel assumed all          
of these options and stock appreciation rights on the same            
terms and conditions as were applicable prior to the                  
effective time of the Merger.  The holders may exercise such          
options and stock appreciation rights for or with respect to          
shares of Clear Channel common stock at an exercise price             
adjusted to reflect the exchange ratio of the Merger.  All            
shares previously available for grant under the Company's             
stock based compensation plans were no longer available               
subsequent to the Merger.                                             

1993 Stock Option Plan                                                

Under the Company's 1993 stock option plan (the "1993                 
Plan"), options to acquire up to 2,769,218 shares of common           
stock can be granted to directors, officers and key                   
employees at no less than the fair market value of the                
underlying stock on the date of grant.  The 1993 Plan                 
permits the granting of non-qualified stock options (NQSOs)           
as well as incentive stock options(ISOs).  Between 25% and            
30% of the options vest on the date of grant and between 20%          
and 30% vest on each of the next three anniversaries of the           
grant date.  Options expire 10 years after grant and the              
plan will terminate no later than February 7, 2003.                   

1997 Long-Term Incentive Stock Plan                                   

The 1997 Long-Term Incentive Stock Plan ("the Long-Term               
Plan") authorizes the issuance of up to 1,800,000 shares of           
Common Stock pursuant to the grant or exercise of stock               
options, including NQSOs and ISOs, restricted stock, stock            
appreciation rights (SARs), and certain other instruments to          
executive officers and other key employees, subject to board          
approval and certain other restrictions.  Stock options may           
not be granted at less than the fair market value of the              
underlying stock on the date of grant.  Twenty-five percent           
of the options vest on the date of the grant and 25% vest on          
each of the next three anniversaries of the grant date.               
Options expire 10 years after grant.                                  

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

10.  STOCK BASED COMPENSATION PLANS, Continued                                  

1997 Non-Employee Directors Stock Plan and Stock Purchase Plan        

The 1997 Non-Employee Directors Stock Plan (the "Directors            
Stock Plan") authorizes the issuance of up to 350,000 shares          
of Jacor Common Stock pursuant to the grant or exercise of            
NQSOs, SARs, restricted stock and other performance                   
instruments.  Stock options may not be granted at less than           
the fair market value of the underlying stock on the date of          
grant.  Twenty-five percent of the options vest on the date           
of the grant and 25% vest on each of the next three                   
anniversaries of the grant date.  Options expire 10 years             
after grant.  Also, the Company adopted a stock purchase              
plan for its non-employee directors authorizing the issuance          
of up to 150,000 shares of Jacor common stock.  Stock may be          
purchased at a 15% discount from fair value and purchases             
are limited to $100,000 per director in a calendar year.              

Information pertaining to the plans for the years ended               
December 31, 1997 and 1998, and for the period ended May 4,           
1999, is as follows:                                                  

                                Number of     Weighted Average
                                Shares        Exercise Price

1997:                                                                           
Outstanding at beginning of year..  2,056,610        $12.26           
Granted...........................  1,196,188        $24.92           
Exercised.........................   (212,679)       $11.61           
Surrendered.......................    (15,490)       $26.71           
Outstanding at end of year........  3,024,629        $17.20           
Exercisable at end of year........  2,228,095        $13.72           
Available for grant at end of year  1,476,930                         

1998:                                                                           
Outstanding at beginning of year..  3,024,629        $17.20           
Granted...........................    921,800        $53.31           
Exercised.........................   (245,698)       $15.32           
Surrendered.......................     (9,083)       $22.52           
Outstanding at end of year........  3,691,648        $26.33           
Exercisable at end of year........  2,435,686        $18.37           
Available for grant at end of year    555,130                         

January 1 - May 4, 1999:                                                        
Outstanding at beginning of year..  3,691,648       $26.33            
Granted...........................    310,950       $67.00            
Exercised.........................    (64,554)      $18.25            
Surrendered.......................     (1,500)      $28.63            
Outstanding at May 4, 1999........  3,936,544       $29.69            

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

10.  STOCK BASED COMPENSATION PLANS, Continued                                  

The fair value of each stock option granted is estimated on           
the date of grant using the Black-Scholes option-pricing              
model with the following assumptions for grants in 1999,              
1998, and 1997, respectively: risk-free interest rates are            
different for each grant and range from 5.24% to 6.51%; the           
expected lives of options are 5 years; and volatility of              
approximately 35% for all grants.  A summary of the fair              
value of options granted in 1999, 1998 and 1997 follows:              

                            1999       1998       1997

Weighted-average fair value of                                        
options granted at-the-money      $27.45    $30.87     $12.26     
Weighted-average fair value of                                        
options granted at a discount        -         -       $28.15     
Weighted-average fair value of all                                    
options granted during the year   $27.45    $30.87     $16.29     

The options granted at a discount in 1997 were related to             
approximately 304,000 options outstanding to purchase                 
Premiere common stock, which were converted to equivalent             
Jacor NQSOs at the time of the merger.                                

The following table summarizes information about stock                
options outstanding at May 4, 1999:                                   

             OPTIONS OUTSTANDING                     OPTIONS EXERCISABLE
                            Weighted     Weighted                 Weighted
Range of         Number       Average     Average      Number      Average  
Exercise      Outstanding    Remaining    Exercise   Exercisable   Exercise 
Prices       at 5/04/99       Life        Price     at 5/04/99     Price  

$5.74 to $9.65    1,072,993      3.98       $ 6.11     1,072,993     $ 6.11     

$12.70 to $19.96    293,929      6.14       $16.00       293,929     $16.00     

$21.25 to $30.66  1,301,122      7.78       $26.46       959,634     $26.43     

$37.25 to $52.88    894,800      8.67       $51.93       444,150     $52.08     

$53.00 to $67.00    373,700      9.73       $65.59       102,497     $65.15     

$ 5.74 to $67.00  3,936,544      8.56       $29.69     2,873,203     $23.12     

On May 4, 1999, option holders exercised an additional                
869,352 options which had become vested and exercisable as a          
result of the Merger.                                                 

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

10.  STOCK BASED COMPENSATION PLANS, Continued                                  

Employee Stock Purchase Plan                                          

Under the 1995 Employee Stock Purchase Plan, the Company is           
authorized to issue up to 700,000 shares of common stock to           
its full-time and part-time employees, all of whom are                
eligible to participate.  Under the terms of the Plan,                
employees can choose each year to have up to 10 percent of            
their annual base earnings withheld to purchase the                   
Company's common stock.  The purchase price of the stock is           
85% of the lower of its beginning-of-period or end-of-period          
market price.  Under the Plan, the Company sold 24,936                
shares for approximately $54.29 per share in 1999, 66,151             
shares for approximately $43.80 per share and 3,441 shares            
for approximately $52.06 per share in 1998, and 74,767                
shares for approximately $23.27 per share and 12,376 shares           
for approximately $32.19 per share in 1997. The fair market           
value of the right to acquire common stock under the Stock            
Purchase Plan was $19.59 per share in 1999, $15.74 per share          
granted on January 1 and $15.73 per share granted on July 1           
in 1998, and $8.40 per share granted on January 1 and $9.80           
per share granted on July 1 in 1997.                                  

Had the compensation cost for the Company's stock-based               
compensation plans been determined consistent with SFAS 123,          
the Company's net income (loss) and net income (loss) per             
common share for 1999, 1998 and 1997 would approximate                
amounts below (in thousands, except per share amounts):               

                                          1999       1998         1997

Net income (loss):                                                    
        As reported                        $ 63,437   $    942     $ (4,052)
        Pro forma                          $ 56,664   $(17,729)    $(10,691)

Diluted net income (loss) per                                         
common share:                                                     
       As reported                        $  1.07     $  0.02     $ (0.10)
       Pro forma                          $  0.92     $ (0.31)    $ (0.25)

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

11.  INCOME TAXES                                                               

Income tax expense for the periods ended December 31, 1999,           
1998, 1997 and May 4, 1999 is summarized as follows (in               
thousands):                                                           

                Federal      State         Total

December 31, 1999:                                                    
Current                $ 7,206     $  3,091      $10,297        
Deferred                (8,421)      (1,131)      (9,552)       
               $(1,215)    $  1,960      $   745

May 4, 1999:                                                          
Current                $34,398      $ 2,498      $36,896        
Deferred                13,580        1,824       15,404        
               $47,978      $ 4,322      $52,300

December 31, 1998:                                                    
Current                $10,640      $ 2,500      $13,140        
Deferred                12,060        2,900       14,960        
               $22,700      $ 5,400      $28,100

December 31, 1997:                                                    
Current                $13,200      $ 3,000      $16,200        
Deferred                (5,400)      (1,200)      (6,600)       
               $ 7,800      $ 1,800      $ 9,600

Tax benefit from                                                      
extraordinary loss     (4,000)        (900)      (4,900)      
               $ 3,800      $   900      $ 4,700

The provisions for income tax differ from the amount                  
computed by applying the statutory federal income tax rate            
due to the following:                                                 

                          12/31/99    5/4/99    12/31/98    12/31/97
Federal income tax at                                                           
the statutory rate           $(16,449)   $40,508     $10,167    $ 5,173     
Amortization not deductible      30,964      3,949      14,446      3,449       
State income taxes, net of any                                                  
current federal income tax                                                  
benefit                         1,274      2,810       3,498        589     
Acquisition costs and other     (15,044)     5,033         (11)       389       

                        $    745    $52,300     $28,100    $ 9,600

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

11.  INCOME TAXES, continued                                                    

The tax effects of the significant temporary differences              
which comprise the deferred tax liability at December 31,             
1999, 1998 and 1997 are as follows (in thousands):                    

                          1999         1998         1997
Deferred tax assets:                                                  
Accrued expenses and                                              
reserves                   $ (7,705)    $ (4,555)    $ (7,479)  
Net operating loss                                                
carryforwards               (13,832)      (7,235)     (11,461)  
Long term debt               (98,347)        -            -       
Other                           -          (1,682)      (4,047)   
                         (119,884)     (13,472)     (22,987)
Valuation allowance           13,832         -            -       
                         (106,052)     (13,472)     (22,987)

Deferred tax liabilities:                                             
Property and equipment        25,381       40,289       35,614    
Intangibles                  858,989      318,661      326,240    
Other                          4,178         -            -       
                         888,548      358,950      361,854

Net liability                 $782,496     $345,478     $338,867      

At December 31, 1999 the Company had net operating loss               
carryforwards of $36,400.  The loss carryforwards expire in           
the years 2008 through 2012 if not used.                              

The Company established a valuation allowance in the current year     
 against its operating loss carryforwards following an assessment of the
likelihood of realizing such amounts.  The amount of the valuation    
allowance was based on past operating history, as well as restrictions
on the use of operating losses from acquisitions, tax planning        
strategies, and its expectation of the level and timing of future     
taxable income.                                                       

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

12.  COMMITMENTS AND CONTINGENCIES                                              

The Company and its subsidiaries lease office space and               
certain land and facilities used in their operations.  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.              
Future minimum payments under noncancelable leases as of              
December 31, 1999 are payable as follows (in thousands):              

2000       $ 44,213                     
2001         36,274                     
2002         25,154                     
2003         17,159                     
2004         10,037                     
Thereafter   67,863                     
$200,700          

Jacor provides programming to and sells airtime for WGST-FM           
in Atlanta, Georgia.  At any time after September 30, 1999            
and before September 30, 2003 Cherokee Broadcasting can               
"put" WGST-FM to Jacor for a price of $31.0 million.  At any          
time after May 21, 2003 and before September 30, 2003, Jacor          
can "call" the station for the same price.                            

Rental expense was approximately $34,460, $11,955 and $8,010          
for the years ended December 31, 1999, 1998 and 1997,                 
respectively.                                                         

Legal Proceedings                                                     

From time to time, the Company becomes involved in various            
claims and lawsuits that are incidental to its business.  In          
the opinion of the Company's management, liabilities, if              
any, arising from these actions are either covered by                 
insurance or accrued reserves, or would not have a material           
adverse effect on the financial condition of the Company.             

13.  RETIREMENT PLAN                                                            

The Company maintained a defined contribution retirement              
plan covering substantially all employees who met                     
eligibility requirements.  The Company matched participating          
employee contributions at a rate of 50% of the employee's             
first 4% contributed, up to $160,000 of annual compensation.          
Total expense related to this plan was $1,169,562,                    
$2,558,647, and $1,977,052 for the period January 1 through           
April 23, 1999 and the 1998 and 1997 years, respectively.             

On April 23, 1999 the plan was terminated due to the Clear            
Channel Merger.  The Company subsequently received a                  
favorable determination letter from the Internal Revenue              
Service and is in the process of distributing the assets of           
the retirement plan to the participants.                              

On July 1, 1999, employees were given the opportunity to              
enroll in Clear Channel's 401(k) savings plan.  Both the              
employees and the Company make contributions to the plan.             
The Company also matches a portion of an employee's                   
contribution.  Company matched contributions vest to the              
employees based upon their year of service to the Company.            
Expense for the period July 1 through December 31, 1999 was           
$1,568,994.                                                           

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

14.  EARNINGS PER SHARE                                                         

The following is a reconciliation of the numerators and               
denominators of the basic and diluted Earnings Per Share              
("EPS") computations for income before extraordinary items            
for the period from January 1, 1999 through May 4, 1999, and          
the years ended December 31, 1998 and 1997 (in thousands              
except per share amounts):                                            

          January 1,
         through
          May 4,
                                    1999          1998        1997
Net income before                                           
extraordinary item for                                  
      basic EPS                   $ 63,437       $   942     $ 3,404
LYONs interest expense,                                   
   net of tax                     2,686          -           -

Net income before                                         
extraordinary item                                      
      for diluted EPS             $66,123        $   942     $ 3,404

Weighted average                                            
      shares - basic               51,299         50,389      40,460
Effect of dilutive                                          
securities:                                               

       Stock options               1,661          1,465          996
       Warrants                    2,817          2,326          357
    LYONs                       6,097           -            -
       Other                          42            385          350
Weighted average                                            
      shares - diluted            61,916         54,565       42,163
    Basic EPS                     $1.24           $ .02        $ .08
    Diluted EPS                   $1.07           $ .02        $ .08

Earnings per share is not presented subsequent to May 4,              
1999.  At the date of the Merger all of the outstanding               
stock of the Company was converted into Clear Channel common          
stock rendering the calculation not meaningful.                       

Prior to the Merger, the Company's LYONs could be converted           
into approximately 6.1 million shares of common stock at the          
option of the holder.  Assuming conversion of the LYONs as            
of January 1, 1998 and 1997 would result in an increase in            
per share amounts, therefore the LYONs are not included in            
the computation of diluted EPS.  Due to the Merger, the               
LYONs are now convertible into shares of Clear Channel                
common stock at the Merger conversion ratio.                          

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

15.  RECENTLY ISSUED ACCOUNTING STANDARDS                                       

In June 1998, the Financial Accounting Standards Board                
issued Statement of Financial Accounting Standards No. 133            
("SFAS 133"), "Accounting for Derivative Instruments and              
Hedging Activities."  SFAS 133 requires that an entity                
recognize all derivatives as either assets or liabilities in          
the balance sheet and measure such instruments at fair                
value.  SFAS 133 is amended by Statement of Financial                 
Accounting Standards No. 137 ("SFAS 137"), "Accounting for            
Derivative Instruments and Hedging Activities - Deferral of           
the Effective Date of FASB Statement No. 133," and is                 
effective for years beginning after June 15, 2000.  The               
Company plans to adopt this statement in fiscal year 2001.            
Management does not believe adoption of this statement will           
materially impact our financial position or results of                
operations.                                                           

16.  RELATED PARTY TRANSACTIONS                                                 

As described in Note 7, Clear Channel repaid $850 million             
that was outstanding under the Company's credit facility.             
This transaction is reflected in Due to Clear Channel, net.           
Net amounts due to Clear Channel accrue interest at 7%.  The          
amounts due to Clear Channel have no stated repayment terms.          

Clear Channel allocates shared corporate general and                  
administrative expenses to Jacor based on Jacor's                     
proportionate share of consolidated Clear Channel revenues.           
Expenses allocated to Jacor for the period May 5, 1999                
through December 31, 1999 totaled approximately $4.8                  
million.                                                              

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Supplementary Data                                                              

Quarterly Financial Data                                                        
for the years ended December 31, 1999 and 1998 (in thousands, except            
per share data) (Unaudited)                                                     

Predecessor               
                      First    April 1    May 5     Third    Fourth    Total
                     Quarter   through   through   Quarter   Quarter    Year
    May 4    June 30
1999                                                                            

Net revenue           $194,663  $ 76,984  $170,079  $268,645 $276,342  $986,713 
Operating income        14,255    10,991    15,873    11,948    2,419    55,486 
Net income (loss)       41,849    21,588    (6,239)  (20,576) (33,220)    3,402 
Basic net income                                                                
per common share (2)     .82       .42                                      

Diluted net income                                                              
per common share (2)     .70       .36                                      

                   Predecessor

                    First      Second      Third       Fourth        Total
                   Quarter     Quarter    Quarter     Quarter         Year

1998                                                                            

Net revenue             $142,028    $183,836    $204,508    $224,096  $754,468  
Operating income           3,581      29,726      39,692      43,532   116,531  
Net (loss) income         (6,898)      5,022         439       2,379       942  
Basic net (loss)                                                                
income per                                                                  
common share (1)         (0.14)       0.10        0.01        0.05      0.02

Diluted net (loss) income                                                       
per common share (1)     (0.14)       0.09        0.01        0.04      0.02

[FN]                                                                            

NOTE:                                                                           

(1)  The sum of the quarterly net income (loss) per share amounts does
          not equal the annual amount reported as per share amounts are computed
independently for each quarter.                             

(2)  Earnings per share is not presented subsequent to May 4, 1999.   
         At the date of the Merger all of the outstanding stock of the Company
          was exchanged for Clear Channel common stock rendering the calculation
not meaningful.                                             

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Item  14.   Exhibits, Financial Statements Schedules and Reports on Form 8-K    

(a)  List of Documents filed as part of this Report:                            

(1) Financial Statements                                              

The  financial  statements  of  the  Company  as  set  forth
under Item 8 of this Report on Form 10-K.                   

(2) Exhibits                                                          

See Exhibit Index.                                          

(b)  Reports on Form 8-K                                                        

The following Form 8-K was filed during the fourth quarter of 1999:   

Form  8-K  dated  November  3, 1999.   This  Form  8-K  described     
the    Company    dismissing    its    independent    accountant,     
PricewaterhouseCoopers  LLP,  and  engaging  Ernst  &  Young  LLP     
as   its  new  independent  accountant,  effective  November   3,     
1999.                                                                 

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INDEX TO EXHIBITS       

Exhibit             Description of Exhibit             Sequentially             
Number                                                  Numbered              
                                          Page

2.1 Agreement  and Plan of Merger  dated  as  of                      
October  8,  1998  ("Clear  Channel   Merger          *       
Agreement")  between  Jacor  Communications,                  
Inc.      ("Jacor"),      Clear      Channel                  
Communications,  Inc.  and  CCU  Merger  Sub                  
(omitting schedules and exhibits not  deemed                  
material).  Incorporated  by  reference   to                  
Exhibit  2  to  Jacor's  Current  Report  on                  
Form 8-K dated October 9, 1998.                               

2.2 Warrant  Agreement dated as of February  27,          *           
1997  between Jacor and KeyCorp  Shareholder                  
Services,    Inc.,   as    warrant    agent.                  
Incorporated by reference to Exhibit 2.2  to                  
Jacor's Current Report on Form 8-K dated May                  
5, 1997, as amended.                                          

2.3 Registration Rights Agreement  dated  as  of          *           
October  8, 1996 among Jacor and the parties                  
listed  in  Schedule I thereto (included  as                  
Exhibit   I  to  Regent  Merger  Agreement).                  
Incorporated by reference to Exhibit 2.4  to                  
Jacor's  Current Report on  Form  8-K  dated                  
October 23, 1996, as amended.                                 

2.4 Warrant Agreement dated as of September  18,          *           
1996  between Jacor and KeyCorp  Shareholder                  
Services,    Inc.,   as    warrant    agent.                  
Incorporated by reference to Exhibit 4.1  to                  
Jacor's  Current Report on  Form  8-K  dated                  
October 3, 1996.                                              

2.5 Supplemental   Agreement   dated    as    of          *           
September 18, 1996 between Jacor and KeyCorp                  
Shareholder  Services,  Inc.,   as   warrant                  
agent.   Incorporated   by   reference    to                  
Exhibit  4.2  of Jacor's Current  Report  on                  
Form 8-K dated October 3, 1996.                               

2.6 Registration Rights Agreement  dated  as  of          *           
August  5,  1996  among Jacor,  JCAC,  Inc.,                  
Great  American Insurance Company,  American                  
Financial  Corporation,  American  Financial                  
Enterprises,  Inc.,  Carl  H.  Lindner,  The                  
Carl  H.  Lindner Foundation, and  S.  Craig                  
Lindner.   Incorporated  by   reference   to                  
Exhibit   2.22   to  Jacor's  Post-Effective                  
Amendment  No.  1 on Form S-3  to  Form  S-4                  
(File No. 333-6639).                                          

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3.1 Articles   of   Incorporation   of    Jacor.          *           
Incorporated  by reference to Exhibit  5  to                  
Jacor's Form 8-A dated February 13, 1997.                     

3.2 Bylaws  of  Jacor. Incorporated by reference          *           
to  Exhibit  6  to Jacor's  Form  8-A  dated                  
February 13, 1997.                                            

4.1 Indenture  dated  as of  December  17,  1996          *           
between Jacor Communications Company ("JCC")                  
Jacor,   the  Subsidiary  Guarantors   named                  
therein and The Bank of New York for JCC's 9                  
3/4%  Senior Subordinated Notes due  2006  and                
Jacor's   and   the  Subsidiary  Guarantors'                  
Guaranty  thereof. Incorporated by reference                  
to   Exhibit  4.11  to  Jacor's   Form   S-3                  
Registration Statement (File No. 333-19291).                  

4.2 Indenture dated as of June 12, 1996  between          *           
Jacor  and The Bank of New York for  Jacor's                  
Liquid   Yield   Option  Notes   Due   2011.                  
Incorporated by reference to Exhibit 4.23 to                  
Jacor's   Form  S-4  Registration  Statement                  
(File No. 333-6639).                                          

4.3 Indenture  dated as of June 12,  1996  among          *           
Jacor,   JCAC,  Inc.  and  First  Trust   of                  
Illinois,    National    Association     for                  
JCAC,  Inc.'s  10  1/8% Senior  Subordinated                  
Notes due 2006 and Jacor's Guaranty thereof.                  
Incorporated by reference to Exhibit 4.24 to                  
Jacor's   Form  S-4  Registration  Statement                  
(File No. 333-6639).                                          

4.4 Indenture dated as of June 17, 1997  between          *           
JCC,  Jacor, the Subsidiary Guarantors named                  
therein  and The Bank of New York for  JCC's                  
8 3/4%  Senior Subordinated Notes due 2007  and               
Jacor's   and   the  Subsidiary  Guarantors'                  
Guaranty thereof.  Incorporated by reference                  
to  Exhibit 4.1 to Jacor's Current Report on                  
Form 8-K/A dated June 26, 1997.                               

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4.11 First  Supplemental Indenture  Dated  as  of          *            
September   16,   1997   (Supplemental    to                  
Indenture Dated as of June 12, 1996) between                  
JCC,  the  Company and First Trust  National                  
Association   for  JCC's  10   1/8%   Senior                  
Subordinated  Notes  due  2006  and  Jacor's                  
Guaranty thereof.  Incorporated by reference                  
to  Exhibit  4.5  to  the Company's  Current                  
Report on Form 8-K dated September 30, 1997.                  

4.12 First  Supplemental Indenture  Dated  as  of          *            
September   16,   1997   (Supplemental    to                  
Indenture  Dated  as of December  17,  1996)                  
between  JCC,  the Company,  the  Subsidiary                  
Guarantors  named therein, and The  Bank  of                  
New  York  for JCC's 9 3/4% Senior Subordinated               
Notes  due  2006 and the Company's  and  the                  
Subsidiary  Guarantors'  Guaranty   thereof.                  
Incorporated by reference to Exhibit 4.6  to                  
the  Company's Current Report  on  Form  8-K                  
dated September 30, 1997.                                     

4.13 First  Supplemental Indenture  Dated  as  of          *            
September   16,   1997   (Supplemental    to                  
Indenture Dated as of June 17, 1997) between                  
JCC,  the Company, the Subsidiary Guarantors                  
named therein, and The Bank of New York  for                  
JCC's 8 3/4% Senior Subordinated Notes due 2007               
and  Jacor's  and the Subsidiary Guarantors'                  
Guaranty thereof.  Incorporated by reference                  
to  Exhibit  4.7  to  the Company's  Current                  
Report on Form 8-K dated September 30, 1997.                  

4.14 Indenture dated as of February 9, 1998 among          *            
Jacor  Communications, Inc. ("Jacor"), Jacor                  
Communications    Company    ("JCC"),    the                  
Subsidiary Guarantors named therein and  the                  
Bank   of  New  York  for  JCC's  8%  Senior                  
Subordinated Notes due 2010 and Jacor's  and                  
the  Subsidiary Guarantors Guaranty thereof.                  
Incorporated by reference to Exhibit 4.20 of                  
the    Company's   Form   S-3   Registration                  
Statement, File No. 333-51489.                                

4.15 Indenture  dated  as  of  February  9,  1998          *            
between  Jacor and the Bank of New York  for                  
Jacor's Liquid Yield Option Notes due  2018.                  
Incorporated by reference to Exhibit 4.21 of                  
the    Company's   Form   S-3   Registration                  
Statement, File No. 333-51489.                                

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10.1(+) Change in Control Agreement dated as of June          *               
12,    1998    by    and    between    Jacor                  
Communications,  Inc.  and  Randy  Michaels.                  
Incorporated by reference to Exhibit 10.1 to                  
Jacor's Quarterly Report on Form 10-Q  dated                  
August 14, 1998. (1)*                                         

10.2(+) Change in Control Agreement dated as of June          *               
12,    1998    by    and    between    Jacor                  
Communications, Inc. and Martin R.  Gausvik.                  
Incorporated by reference to Exhibit 10.2 to                  
Jacor's Quarterly Report on Form 10-Q  dated                  
August 14, 1998. (2)*                                         

10.3(+) Advisory  Agreement dated  August  26,  1998          *               
between   the   Company  and  Equity   Group                  
Investments, Inc.  Incorporated by reference                  
to  Exhibit 10.1 to Jacor's Quarterly Report                  
on Form 10-Q dated October 30, 1998.                          

21   Subsidiaries of Registrant.                          **            

Consent  of Independent Auditors -  Ernst  &         86       
23.1   Young LLP                                                            

Consent    of    Independent   Auditors    -         87       
23.2   PricewaterhouseCoopers LLP                                           

27  Financial Data Schedules.                            88           

[FN]                                                                            
__________________                                                              

(*)  Incorporated by reference as indicated.                                    

(**) Omitted pursuant to General Instructions I(1)(a) and (b)  of               
Form 10-K.                                                            

(+)  Management Contracts and Compensatory Arrangements.                        

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

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

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JACOR COMMUNICATIONS, INC, AND SUBSIDIARIES                 

SIGNATURES                  

Pursuant to the requirements of Section 13 or 15(d) of the                      
Securities Exchange Act of 1934, the Company has duly caused this               
report to be signed on its behalf by the undersigned, thereunto                 
duly authorized.                                                                

              JACOR COMMUNICATIONS, INC.
               (The Company)

Date  March 29, 2000         By   /s/ Randall T. Mays                           
          Randall T. Mays,
              Executive Vice President and
             Chief Financial Officer

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 Company and in the capacities and on the dates                 
indicated.                                                                      

Date  March 29, 2000                   /s/ L. Lowry Mays                        
               L. Lowry Mays
                   (Principal Executive Officer)
                  Director

Date  March 29, 2000                     /s/ Mark P. Mays                       
                    Mark P. Mays
                    Director

Date  March 29, 2000                   /s/ Randall T. Mays                      
                   Randall T. Mays
                 (Principal Accounting and
            Financial Officer)
                  Director

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES               

EXHIBIT 23.1                

Consent of Independent Auditors               

We consent to the incorporation by reference in the Registration                
Statements (S-3 No. 333-21419 and S-3 No. 333-06639) of Jacor                   
Communications, Inc. and in the related Prospectuses of our                     
report dated March 24, 2000, with respect to the consolidated                   
financial statements of Jacor Communications, Inc. included in                  
this Annual Report (Form 10-K) for the year ended December 31,                  
1999.                                                                           

March 24, 2000                                                                  
San Antonio, Texas                           Ernst & Young LLP                  

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

EXHIBIT 23.2                  

CONSENT OF INDEPENDENT ACCOUNTANTS                  

We hereby consent to the incorporation by reference in the                      
Registration Statements on Forms S-3 (File Nos. 333-21419 and 333-              
06639) of Jacor Communications, Inc. of our report dated February               
12, 1999 relating to our audits of the consolidated financial                   
statements of Jacor Communications, Inc. and subsidiaries as of                 
December 31, 1998 and 1997 and for each of the two years in the                 
period ended December 31, 1998, which appears in this Form 10-K.                

PricewaterhouseCoopers LLP                                                      
Cincinnati, Ohio                                                                
March 29, 2000                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		2/9/13		67
		2/9/08		67
		12/31/06		32
		6/12/06		68
		9/30/03		15		76
		5/21/03		15		76
		2/9/03		67
		2/7/03		70
		5/1/02		31
		2/27/02		1
		9/18/01		1
		8/5/01		25
		6/12/01		68
		6/15/00		45		78
Filed on:		3/30/00
		3/29/00		85		87
		3/28/00		32
		3/24/00		47		86
		3/15/00		1		63
		1/14/00		66
		1/1/00		29
For Period End:		12/31/99		1		86
		11/3/99		80					8-K
		11/1/99		31
		9/30/99		15		76			10-Q
		7/1/99		29		76
		5/5/99		43		78
		5/4/99		3		79			10-Q,  15-12G,  8-K
		5/1/99		31
		4/23/99		76
		2/12/99		48		87			SC 13G,  SC 13G/A
		1/1/99		46		77
		12/31/98		40		87			10-K,  11-K
		10/30/98		84					10-Q
		10/9/98		81					8-K
		10/8/98		37		81			8-K
		8/26/98		84
		8/14/98		84					10-Q,  8-K/A
		6/12/98		84
		3/13/98		27
		2/9/98		83
		1/1/98		29		77
		12/31/97		40		87			10-K,  10-K/A,  11-K
		9/30/97		83					10-Q,  8-K
		9/16/97		83					8-K
		6/26/97		82					8-K/A
		6/17/97		82		83
		5/5/97		81					424B3,  8-K,  8-K/A
		2/13/97		82					8-A12G,  SC 13G
		1/1/97		77
		12/17/96		82		83
		11/5/96		25
		10/23/96		81					8-K
		10/8/96		81
		10/3/96		81					8-K
		9/18/96		81					8-K,  POS AM
		8/5/96		81
		6/12/96		82		83			10-C
		3/8/96		24
		5/1/95		29
		10/5/92		30
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