Jacor Communications Inc – ‘10-K’ for 12/31/95

As of:  Monday, 4/1/96   ·   For:  12/31/95   ·   Accession #:  702808-96-6   ·   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                                         75±   311K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      5K 

10-K   —   Annual Report
Document Table of Contents

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, 1995                 
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.                  

An Ohio Corporation                 Employer Identification                     
                No. 31-0978313

1300 PNC Center                     Telephone (513) 621-1300                    
201 East Fifth Street                                                           
Cincinnati, Ohio 45202                                                          

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                  

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

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.  X                                                                   

The aggregate market value of the voting stock held by                          
nonaffiliates of Registrant as of March 15, 1996 was                            
$109,945,000.                                                                   

The number of common shares outstanding as of March 15, 1996 was                
18,237,163.                                                                     
Documents Incorporated By Reference                 

Portions of Registrant's definitive Proxy Statement to be filed                 
during April 1996 in connection with the Annual Meeting of                      
Shareholders presently scheduled to be held on May 13, 1996 are                 
incorporated by reference into Part III of this Form 10-K.                      

There are 96 pages in this document.                                            
The index of exhibits appears on page 79.                                       

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

PART I                

Item  1. Business                                                               

(a)  General Development of Business                                            

Jacor Communications, Inc. ("Jacor" or the "Company"),                          
headquartered in Cincinnati, Ohio, was incorporated under Ohio                  
law in December 1979 and began operations in January 1981.  The                 
Company is a holding company engaged primarily in the radio                     
broadcasting business.  During 1995, Jacor entities owned and                   
operated twenty-two radio stations located across the United                    
States in seven markets: Atlanta, Cincinnati, Denver, Tampa,                    
Jacksonville, Knoxville and San Diego.  The Company has a local                 
marketing agreement ("LMA") to operate a radio station in                       
Atlanta.  In addition, the Company sells the advertising time for               
four radio stations, three in Cincinnati and one in Denver                      
through joint sales agreements ("JSAs").  In addition, Jacor also               
owns and operates the Georgia Radio News Service, a radio news                  
service which provides news, sports, and public affairs                         
programming to more than 140 stations.                                          

In August 1995, a subsidiary of the Company acquired the business               
and certain operating assets of radio stations WDUV(FM) and                     
WBRD(AM) in Tampa, Florida for approximately $14.0 million in                   
cash.                                                                           

In September 1995, a subsidiary of the Company exercised its                    
purchase option to acquire ownership of the license of radio                    
station KHTS(FM) (formerly KECR) in San Diego, California for                   
approximately $13.9 million in cash.                                            

In 1995, the Company acquired the call letters, programming and                 
certain contracts of radio station WOFX(FM) in Cincinnati, Ohio                 
and then changed the call letters of its FM broadcast station                   
WPPT to WOFX.  The Company also acquired radio stations WSOL(FM)                
(formerly WHJX), WJBT(FM) and WZAZ(AM) in Jacksonville, Florida.                
The aggregate cash purchase price for these acquisitions was                    
approximately $9.8 million.                                                     

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item  1. Business, Continued                                                    

In February 1996, the Company entered into an agreement to                      
acquire Noble Broadcast Group, Inc. ("Noble"), which owns 10                    
radio stations serving Denver, St. Louis and Toledo.  Pending the               
closing of this transaction, the Company and Noble have entered                 
into time brokerage agreements with respect to Noble's radio                    
stations in St. Louis and Toledo.  The Company also acquired from               
Noble the right to provide programming to and sell air time for                 
one AM and one FM station serving the San Diego market.  The                    
aggregate value of the Noble acquisition, when fully consummated,               
is estimated to be approximately $152.0 million, of which                       
approximately $139.5 million has already been paid.                             

In February 1996, the Company signed an agreement and plan of                   
merger to acquire Citicasters Inc. ("Citicasters") owner of 19                  
radio stations in eight U.S. markets as well as two network                     
affiliated television stations.  Citicasters' radio stations                    
serve Atlanta, Georgia; Cincinnati and Columbus, Ohio; Kansas                   
City, Kansas and Missouri; Phoenix, Arizona; Portland, Oregon;                  
Sacramento, California; and Tampa, Florida.  The television                     
stations serve Cincinnati, Ohio and Tampa, Florida.  The Company                
will pay $29.50 in cash, plus, in the event that the closing does               
not occur prior to October 1, 1996, for each full calendar month                
ending prior to the merger commencing with October 1996, an                     
additional amount of $.22125 in cash.  In addition, for each                    
share of Citicasters common stock held, Citicasters shareholders                
will receive one Company warrant to purchase a fractional share                 
of the Company's common stock (which fraction is anticipated to                 
be .2035247) at a price of $28.00 per full share of the Company's               
common stock.  If the merger is not consummated by October 1,                   
1996, the exercise price for the warrants to purchase 4,400,000                 
shares of the Company's stock will be reduced to $26.00 per                     
share.  The cash purchase price, which is approximately $630.0                  
million will increase by approximately $5.0 million for each full               
month subsequent to October, 1996 but prior to the merger.  In                  
conjunction with this agreement, the Company has delivered to the               
seller a $75.0 million non-refundable deposit in the form of a                  
letter of credit.  The letter of credit requires annual fees of                 
1.25% and can be drawn upon by Citicasters if the merger                        
agreement is terminated.                                                        

In February 1996, the Company entered into a credit agreement                   
(the "Existing Credit Facility") which provides up to $300.0                    
million of loans to the Company in two components: (i) a $190.0                 
million revolving portion with mandatory quarterly commitment                   
reductions beginning on March 31, 1997 and a final maturity date                
of December 31, 2003; and (ii) a $110.0 million revolving portion               
with scheduled quarterly reductions beginning on March 31, 1998                 
and ending on December 31, 2003.  At closing, $190.0 million was                
borrowed to fund the Noble transaction and to repay the December                
31, 1995 outstanding debt of $45.5 million under the 1993 Credit                
Agreement.                                                                      

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item  1. Business, Continued                                                    

In February 1996, the Company sold the business and certain                     
operating assets of radio stations WMYU(FM) and WWST(FM) in                     
Knoxville, Tennessee.  The Company received approximately $6.5                  
million in cash for this sale.                                                  

In March 1996, the Company filed a registration statement with                  
the Securities and Exchange Commission relating to the                          
registration for public sale of 17,500,000 shares of the                        
Company's common stock.  The Company intends to use the net                     
proceeds from the 1996 stock offering, together with anticipated                
borrowings under a new credit facility (the "New Credit                         
Facility") and excess cash on hand to finance the Citicasters                   
acquisition and the remaining purchase price of the Noble                       
acquisition; to repay all outstanding indebtedness under the                    
Existing Credit Facility including certain borrowings in                        
connection with the Noble acquisition; and for general corporate                
purposes, including working capital.                                            

(b) Financial Information About Industry Segments                               

The Company considers its operations to be comprised entirely of                
one business segment.                                                           

(c) Narrative Description of Business                                           

The following sets forth certain information regarding the radio                
stations that will be owned and/or operated by the Company upon                 
completion of the purchases of Noble and Citicasters Inc., and                  
the two San Diego stations for which Jacor provides programming                 
and for which it sells air time.                                                

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item  1. Business, Continued                                                    

                                                                [Download Table]

                                                                     Target  
                     Jacor(J)                                     Demographic
   Market/        Citicasters(C)                        Target       Share   
   Station           Noble(N)          Format         Demographic    %/Rank  
                                                                             

Atlanta                                                                      
  WPCH-FM           J         Adult Contemporary    Women 25-54       9.8/2  
  WGST-AM/FM(1)     J         News Talk             Men 25-54         5.5/17 
  WKLS-FM           C         Album Oriented Rock   Men 18-34         11.3/3 
San Diego                                                                    
  KHTS-FM           J         TBD                                            
  XTRA-FM(2)        N         Rock Alternative      Men 18-34         10.5/1 
  XTRA-AM(2)        N         Sports                Men 25-54         4.5/6  
Denver(3)                                                                    
  KOA-AM            J         News Talk             Men 25-54         10.4/1 
  KRFX-FM           J         Classic Rock          Men 25-54         9.6/2  
  KBPI-FM           J         Album Oriented Rock   Men 18-34         10.0/2 
  KTLK-AM           J         Talk                  Adults 35-64      3.2/10 
  KHIH-FM           N         Jazz                  Adults 25-54      4.9/10 
  KHOW-AM           N         Talk                  Adults 25-54      1.8/18 
  KBCO-AM           N         Talk                  Adults 25-54        -    
  KBCO-FM           N         Album Oriented Rock   Men 18-34         6.8/3  
Phoenix                                                                      
  KSLX-AM/FM        C         Classic Rock          Men 25-54         6.9/3  
St. Louis                                                                    
  KMJM-FM           N         Urban Adult                                    
                              Contemporary          Adults 25-54      6.3/6  
  KATZ-FM           N         Urban Talk            Adults 25-54      1.2/18 
  KATZ-AM           N         Black Oldies          Adults 35-64      1.6/15 
Tampa                                                                        
  WFLA-AM           J         News Talk             Adults 25-54      3.7/13 
  WFLZ-FM           J         Contemporary Hit                               
                              Radio                 Adults 18-34      16.1/1 
  WDUV-FM           J         Beautiful/EZ          Adults 35-64      4.5/10 
  WBRD-AM           J         Talk                  Adults 35-64        -    
  WXTB-FM           C         Album Oriented Rock   Men 18-34         21.8/1 
  WTBT-FM           C         Classic Rock          Men 25-54         6.0/5  
Cincinnati(3)                                                                
  WLW-AM            J         News Talk             Men 25-54         16.8/1 
  WEBN-FM           J         Album Oriented Rock   Men 18-34         21.0/1 
  WOFX-FM           J         Classic Rock          Men 25-54         5.9/6  
  WCKY-AM           J         Talk                  Adults 35-64      5.9/6  
  WWNK-FM           C         Adult Contemporary    Women 25-54       7.8/4  
  WKRQ-FM           C         Contemporary Hit                               
                              Radio                 Women 18-34       13.5/2 
Columbus                                                                     
  WTVN-AM           C         Adult Contemporary                             
                              /Talk                 Adults 25-54      4.9/7  
  WLVQ-FM           C         Album Oriented Rock   Men 18-34         11.3/2 
  WHOK-FM           C         Country               Adults 25-54      4.0/8  
  WLLD-FM           C         Country               Adults 25-54      3.3/11 
  WLOH-AM           C         News                  Adults 35-64        -    
Kansas City                                                                  
  WDAF-AM           C         Country               Adults 35-64      8.3/2  
  KYYS-FM           C         Album Oriented Rock   Men 18-34         11.7/4 
Sacramento                                                                   
  KRXQ-FM           C         Album Oriented Rock   Men 18-34         6.2/5  
  KSEG-FM           C         Classic Rock          Men 25-54         6.2/4  


JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item  1. Business, Continued                                                    

                                                                [Download Table]

                                                                   Target   
                     Jacor(J)                                    Demographic
   Market/       Citicasters(C)                     Target         Share    
   Station           Noble(N)          Format     Demographic      %/Rank   
                                                                            

Portland                                                                    
  KEX-AM            C         News Talk             Adults 35-64   7.0/3    
  KKCW-FM           C         Adult Contemporary    Women 25-54    10.4/1   
  KKRZ-FM           C         Contemporary Hit                              
                              Radio                 Women 18-34    12.8/1   
Toledo                                                                      
  WSPD-AM           N         News Talk             Adults 35-64   4.7/7    
  WVKS-FM           N         Contemporary Hit                              
                              Radio                 Adults 18-34   11.9/2   
  WRVF-FM           N         Adult Contemporary    Women 25-54    14.8/2   
Jacksonville                                                                
  WJBT-FM           J         Urban                 Adults 18-34   6.7/6    
  WQIK-FM           J         Country               Adults 25-54   9.8/2    
  WSOL-FM           J         Adult Urban           Adults 25-54   7.3/5    
  WZAZ-AM           J         Urban Talk            Adults 35-64   0.9/17   
  WJGR-AM           J         Talk                  Adults 25-54   0.8/17   

<FN>                                                                        

(1)  Jacor provides programming and sells air time for the FM station       
     pursuant to a LMA.                                                     
(2)  Jacor provides programming and sells air time for these stations under 
     an exclusive                                                           
     sales agency agreement.                                                
(3)  Excludes stations WAQZ-FM, WAOZ-AM and WSAI-AM in Cincinnati and KTCL- 
     FM in Denver                                                           
     which Jacor sells advertising time for pursuant to JSAs.               

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item  1. Business, Continued                                                    

Television                                                                      

Upon the acquisition of Citicasters Inc., the Company will own a        
television station in each of the Cincinnati and Tampa markets where            
it currently owns and operates multiple radio stations.                         

The following table sets forth certain information regarding these      
stations and the markets in which they operate:                                 

TELEVISION STATIONS               

                         TV        Station Rank(1)
          National    Households     TV       Adults
          Market      in DMA(1)    House-     Aged
Market/Station          Rank(1)      (000s)      holds     25-54              

Tampa, FL                  15          1,395        2         4                 
WTSP                                                                        
Cincinnati, OH             29            793        3         1T                
WKRC                                                                        

Commercial                                        
Stations In                                         
Market            Cable           Network     
VHF    UHF       Subscriber %     Affiliation     

Tampa, FL       2      8            70               CBS                        
WTSP                                                                        
Cincinnati, OH  3      2            61               ABC(2)                     
WKRC                                                                        

(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."  "T"     
designates                                                            
tied.  This market information is from Nielsen.                       

(2)  This station is scheduled to switch its network affiliation to CBS in      
June      1996.                                                       

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Company Strategy                                                      

The Company's strategic objective is to be the leading radio          
broadcaster in each of its markets.  The Company intends to           
acquire individual radio stations or radio groups that                
strengthen its market position and that maximize the                  
operating performance of its broadcast properties.                    
Specifically, the Company's business strategy centers upon:           

Individual Market Leadership.  The Company strives to                 
maximize the audience ratings in each of its markets in               
order to capture the largest share of the radio advertising           
revenue in the market.  The Company focuses on those markets          
where it believes it has the potential to be the leading              
radio group in the market.  By operating multiple radio               
stations in its markets, the Company is able to operate its           
stations at lower costs, reduce the risk of direct format             
competition and provide advertisers with the greatest access          
to targeted demographic groups.                                       

Acquisition and Market Development.  The Company's                    
acquisition strategy focuses on acquiring both developed,             
cash flow producing stations and underdeveloped "stick"               
properties that complement its existing portfolio and                 
strengthen its overall market position.  The Company has              
been able to improve the ratings of "stick" properties with           
increased marketing and focused programming that complements          
its existing radio station formats.  Additionally, the                
Company utilizes its strong market presence to boost the              
revenues and cash flow of "stick" properties by encouraging           
advertisers to buy advertising in a package with its more             
established stations.  The Company may enter new markets              
through acquisitions of radio groups that have multiple               
station ownership in such groups' markets.  Additionally,             
the Company will seek to acquire individual stations in new           
markets that it believes are fragmented and where a market-           
leading position can be created through additional in-market          
acquisitions.  The Company may exit markets it views as               
having limited strategic appeal by selling or swapping                
existing stations for stations in other markets where the             
Company operates, or for stations in new markets.                     

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Diverse Format Expertise.  The Company's management has               
developed programming expertise over a broad range of radio           
formats.  This management expertise enables the Company to            
specifically tailor the programming of each station in a              
market in order to maximize the Company's overall market              
position.  The  Company utilizes sophisticated research               
techniques to identify opportunities within each market and           
programs its stations to provide complete coverage of a               
demographic or format type.  This strategy allows the                 
Company to deliver highly effective access to a target                
demographic and capture a higher percentage of the radio              
advertising market.                                                   

Distinct Station Personalities.  The Company engages in a             
number of creative programming and promotional efforts                
designed to create listener loyalty and station brand                 
awareness.  Through these efforts, management seeks to                
cultivate a distinct personality for each station based upon          
the unique characteristics of each market.  The Company               
hires dynamic on-air personalities for key morning and                
afternoon "drive times" and provides comprehensive news,              
traffic and weather reports to create active listening by             
the audience.  This commitment to "foreground" or "high               
impact" programming has successfully generated significant            
audience share.                                                       

One of the methods the Company utilizes to develop the                
personality of its AM radio stations is by broadcasting               
professional sporting events and related programming.                 
Currently, the Company has the broadcast rights for the               
Cincinnati Reds, Cincinnati Bengals, Colorado Rockies,                
Denver Broncos, Los Angeles Kings and San Diego Chargers.             
In addition, WGST-AM in Atlanta has the broadcast rights to           
serve as the official information station for the 1996                
Olympic Games.  Sports broadcasting serves as a key "magnet"          
for attracting audiences to a station and then introducing            
them to other programming features, such as local and                 
national news, entertaining talk, and weather and traffic             
reports.                                                              

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Strong AM Stations.  The Company is an industry leader in             
successfully operating AM stations.  While many radio groups          
primarily utilize network or simulcast programming on their           
AM stations, the Company also develops unique programminig            
for its AM stations to build strong listener loyalty and              
awareness.  Utilizing this operating focus and expertise,             
the Company has developed its AM stations in Denver and               
Cincinnati into the revenue and ratings leaders among both            
AM and FM stations in their respective markets.  The                  
Company's targeted AM programmiing adds to the Company's              
ability to lead its markets and results in more complete              
coverage of the listener base.                                        

Although the cost structure of a large scale AM station               
generally results in lower operating margins than typical             
music-based FM stations, the majority of the Company's AM             
stations generate substantial levels of broadcast cash flow.          

Powerful Broadcast Signals.  A station's ability to maintain          
market leadership depends in part upon the strength of its            
broadcasting delivery system.  A powerful broadcast signal            
enhances delivery range and clarity, thereby influencing              
listener preference and loyalty.  Many of the Company's               
stations' broadcasting signals are among the strongest in             
their respective markets reinforcing its market leadership.           
The Company opportunistically upgrades the power and quality          
of the signals at stations it acquires.                               

Advertising                                                           

The primary source of the Company's revenues is the sale of           
broadcasting time for local and national advertising.                 
During the year ended December 31, 1995, approximately 82%            
of the Company's broadcast revenue was generated from the             
sale of local advertising and approximately 18% from the              
sale of national advertising.  The Company believes that              
radio is one of the most efficient, cost-effective means for          
advertisers to reach specific demographic groups.  The                
advertising rates charged by the Company'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            
ratings surveys that quantify the number of listeners tuned           
to the station 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 COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

The Company emphasizes an aggressive local sales effort               
because local advertising represents a large majority of the          
Company's revenues.  The Company's local advertisers include          
automotive, retail, financial institutions and services and           
healthcare.  Each station's local sales staff solicits                
advertising, either directly from the local advertiser or             
through an advertising agency for the local advertiser.  The          
Company pays a higher commission rate to the sales staff for          
generating direct sales because the Company 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.  The Company employs personnel           
in each market to produce commercials for the advertisers.            
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 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 the Company's other advertisers.  The Company's sales            
staffs are particularly skilled in sales of sports                    
advertising.                                                          

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Competition; Changes in the Broadcasting Industry                     

The radio broadcasting industry is a highly competitive               
business. The success of each of the Company's stations will          
depend significantly upon its audience ratings and its share          
of the overall advertising revenue within its market. The             
Company'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, the Company 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.  The Company 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.  Recent changes in           
the FCC's policies and rules permit increased joint                   
ownership and joint operation of local radio stations.                
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.                                                         

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

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.                                                          

The Company's stations also compete directly for advertising          
revenues with other media, including broadcast television,            
cable television, newspapers, magazines, direct mail 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 by digital audio broadcasting.  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               
disks.  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.  The Company also                 
competes with other radio station groups to purchase                  
additional stations.                                                  

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

The FCC has allocated spectrum for a new technology,                  
satellite digital audio radio services ("DARS"), to deliver           
audio programming.  The FCC has proposed, but not yet                 
adopted licensing and operating rules for DARS, so that the           
allocated spectrum is not yet available for service.  The             
Company cannot predict when and in what form such rules will          
be adopted.  The FCC granted a waiver in September 1995 to            
permit one potential DARS operator to commence construction           
of a DARS satellite system, with the express notice that the          
FCC might not license such operator to provide DARS, nor              
would such waiver prejudge the ongoing rule making                    
proceeding.  DARS may provide a medium for the delivery by            
satellite or terrestrial means of multiple new audio                  
programming formats to local and/or national audiences.               
Digital technology also may be used in the future by                  
terrestrial  radio broadcast stations either on existing or           
alternate broadcasting frequencies, and the FCC has stated            
that it will consider making changes to its rules to permit           
AM and FM radio stations to offer digital sound following             
industry analysis of technical standards.  In addition, the           
FCC has authorized an additional 100 kHz of band width for            
the AM band and will soon allocate frequencies in this new            
band to certain existing AM station licensees that applied            
for migration prior to the FCC's cut-off date.  At the end            
of a transition period, those licensees will be required to           
return to the FCC either the license for their existing AM            
band station or the license for the expanded AM band                  
station.  None of the stations to be affiliated with the              
Company have sought authorizations for operations on the              
expanded AM band.                                                     

Television stations compete for audiences and avertising              
revenues with radio and other television stations and cable           
systems 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               
other television broadcast 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                  

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

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 continuously 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 braodcasting television station by                  
bringing into its market distant broadcasting 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 and direct-to-home broadcast satellite          
television ("DBS") entertainment services.  Moreover,                 
technology advances and regulatory changes affecting                  
programming 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 basis, as "cable                 
systems" or as "open video systems," each pursuant to                 
different regulatory schemes.  The Company is unable to               
predict the effect that 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 FCC authorizes DBS services throughout the United                 
States.  Currently, two FCC permittees, DirecTv and United            
States Satellite Broadcasting, provide subscription DBS               
services via high power communications satellites and small           
dish receivers, and other companies provide direct-to-home            
video service using lower powered satellites and larger               
receivers. Additional companies are expected to commence              
direct-to-home operations in the near future.  DBS, as well           
as other new technologies, will further increase competition          
in the delivery of video programming.                                 

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

The Company 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.                                

Federal Regulation of Broadcasting                                    

The ownership, operation and sale of stations are subject to          
the jurisdiction of the FCC, which acts under authority               
granted by the Communications Act.  Among other things, the           
FCC assigns frequency bands for broadcasting; determines the          
particular frequencies, locations and power of stations;              
issues, renews, revokes and modifies station licenses;                
determines whether to approve changes in ownership or                 
control of station licenses; regulates equipment used                 
by stations; adopts and implements regulations and policies           
that directly or indirectly affect the ownership, operation           
and employment practices of stations; and has the power to            
impose penalties for violations of its rules or the                   
Communications Act.  On February 8, 1996, the President               
signed the Telecom Act.  The Telecom Act, among other                 
measures, directs the FCC to (a) eliminate the national               
radio ownership limits; (b) increase the local radio                  
ownership limits as specified in the Telecom Act; (c) issue           
broadcast licenses for periods of eight years; and (d)                
eliminate the opportunity for the filing of competing                 
applications against broadcast renewal applications.                  
Certain of these measures have been adopted by the FCC by an          
order released in March 1996, which will be effective upon            
publication in the Federal Register.  Other provisions of             
the Telecom Act will be acted upon by the FCC through rule-           
making proceedings, presently scheduled for completion by             
the end of 1996.                                                      

Radio stations in the United States operate either by                 
Amplitude Modulation (AM), conducted on 107 different                 
frequencies located between 540 and 1600 kilohertz (kHz)              
(plus 10 frequencies between 1610-1710 kHz on the newly               
expanded AM band) in the low frequency band of the                    
electromagnetic spectrum, or by Frequency Modulation (FM),            
conducted on approximately 100 different frequencies located          
between 88 and 108 megahertz (MHz) at the very high                   
frequency band of the electromagnetic spectrum.                       

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Television stations in the United States operate as either            
Very High Frequency (VHF) stations (channels 2 through 13)            
or Ultra High Frequency (UHF) stations (channels 14 through           
69).  UHF stations in many cases have a weaker signal and             
therefore do not achieve the same coverage as VHF stations.           

License Grants and Renewals.  The Communications Act                  
provides that a broadcast station license may be granted to           
an applicant if the grant would serve the public interest,            
convenience and necessity, subject to certain limitations             
referred to below.  In making licensing determinations, the           
FCC considers the legal, technical, financial and other               
qualifications of the applicant, including compliance with            
the Communications Act's limitations on alien ownership,              
compliance with various rules limiting common ownership of            
broadcast, cable and newspaper properties, and the                    
"character" of the licensee and those persons holding                 
"attributable" interests in the licensee.  Broadcast station          
licenses are granted for specific periods of time and, upon           
application, are renewable for additional terms.  The                 
Telecom Act amends the Communications Act to provide that             
broadcast station licenses be granted, and thereafter                 
renewed, for a term not to exceed eight years, if the FCC             
finds that the public interest, convenience, and necessity            
would be served.                                                      

Generally, the FCC renews licenses without a hearing.  The            
Telecom Act amends the Communications Act to require the FCC          
to grant an application for renewal of a broadcast station            
license if: (1) the station has served the public interest,           
convenience, and necessity; (2) there have been no serious            
violations by the licensee of the Communications Act or the           
rules and regulations of the FCC; and (3) there have been no          
other violations by the licensee of the Communications Act            
or the rules and regulations of the FCC which, taken                  
together, would constitute a pattern of abuse.  Pursuant to           
the Telecom Act, competing applications against broadcast             
renewal applications will no longer be entertained.  The              
Telecom Act provides that if the FCC, after notice and an             
opportunity for a hearing, decides that the requirements for          
renewal have not been met and that no mitigating factors              
warrant lesser sanctions, it may deny a renewal application.          
Only thereafter may the FCC accept applications by third              
parties to operate on the frequency of the former licensee.           
The Communications Act continues to authorize the filing of           
petitions to deny against license renewal applications                

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

during particular periods of time following the filing of             
renewal applications.  Petitions to deny can be used by               
interested parties, including members of the public, to               
raise issues concerning the qualifications of the renewal             
applicant.                                                            

Except for certain of the Company's Florida stations, whose           
licenses have been renewed for seven years expiring in 2003,          
the current seven-year terms of the broadcasting licenses of          
all of the Company's stations expire in 1996, 1997 and 1998.          
The Company does not anticipate any material difficulty in            
obtaining license renewals for eight-year terms in the                
future.                                                               

The following sets forth the market, FCC license                      
classification, antenna height above average terrain                  
("HAAT"), power, frequency and FCC license expiration date            
for the 50 radio stations that will be owned and/or operated          
by the Company upon completion of the acquisitions and the            
two San Diego stations to which the Company provides                  
programming and for which it sells air time.                          

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

                                                                [Download Table]


                              HAAT                            Expiration 
                     FCC       in       Power in               Date of   
Market/Station      Class     Feet     Kilowatts   Frequency  FCC License

                                                                         
Atlanta, GA                                                              
  WPCH-FM             C        984        100       94.9 MHz     4/1/96  
  WGST-AM             2         -         50/1      640 kHz      4/1/96  
  WGST-FM(1)          C2       492        50        105.7 MHz    4/1/96  
  WKLS-FM             C        984        100       96.1 MHz             
San Diego, CA                                                            
  KHTS-FM             B        1887       1.8       93.3 MHz    12/1/97  
  XTRA-FM(2)          C        804        100       91.1 MHz      (3)    
  XTRA-AM(2)          1         -         77/50     690 kHz       (3)    
Denver, CO(4)                                                            
  KOA-AM              1B                  50/50     850 kHz      4/1/97  
  KRFX-FM             C        1045       100       103.5 MHz    4/1/97  
  KBPI-FM             C        988        100       106.7 MHz    4/1/97  
  KTLK-AM             2         -         50/1      760 kHz      4/1/97  
  KHIH-FM             C        1608       100       95.7 MHz     4/1/97  
  KHOW-AM             3         -         5/5       630 kHz      4/1/97  
  KBCO-AM             2         -         5/.1      1190 kHz     4/1/97  
  KBCO-FM             C        1542       100       97.3 MHz     4/1/97  
Phoenix, AZ                                                              
  KSLX-AM             3         -         5/.52     1440 kHz    10/1/97  
  KSLX-FM             C        1841       100       100.7 MHz   10/1/97  
St. Louis, MO                                                            
  KMJM-FM             C        1027       100       107.7 MHz    2/1/97  
  KATZ-FM             B        489        50        100.3 Mhz   12/1/96  
  KATZ-AM             3         -         5/5       1600 kHz     2/1/97  
Tampa, FL                                                                
  WFLA-AM             3         -         5/5       970 kHz      2/1/03  
  WFLZ-FM             C        1350       98.5      93.3 MHz     2/1/03  
  WDUV-FM             C        1358       100       103.5 MHz    2/1/03  
  WBRD-AM             3         -         2.5/1     1420 kHz     2/1/03  
  WXTB-FM             C        1345       100       97.9 MHz     2/1/03  
  WTBT-FM             A        285        6         105.5 MHz    2/1/03  
Cincinnati, OH(4)                                                        
  WLW-AM              1A        -         50/50     700 kHz     10/1/96  
  WEBN-FM             B        876        16.6      102.7 MHz   10/1/96  
  WOFX-FM             B        909        16        92.5 MHz    10/1/96  
  WCKY-AM             3         -         5/1       550 kHz     10/1/96  
  WWNK-FM             B        600        32        94.1 MHz    10/1/96  
  WKRQ-FM             B        876        16.2      101.9 MHz   10/1/96  


JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

                                                                [Download Table]


                              HAAT                              Expiration 
                     FCC       in       Power in                 Date of   
Market/Station      Class     Feet     Kilowatts   Frequency    FCC License

                                                                           

Columbus, OH                                                               
  WTVN-AM             3                   5/5       610 kHz      10/1/96   
  WLVQ-FM             B        751        18        96.3 MHz     10/1/96   
  WHOK-FM             B        761        21        95.5 MHz     10/1/96   
  WLLD-FM             A        755        .580      98.9 MHz     10/1/96   
  WLOH-AM             3         -         1/0       1320 kHz     10/1/96   
Kansas City, MO                                                            
  WDAF-AM             3         -         5/5       610 kHz      12/1/96   
  KYYS-FM             C        1001       100       102.1 MHz    12/1/96   
Sacramento, CA                                                             
  KRXQ-FM             B        325        25         93.7 MHz    12/1/97   
  KSEG-FM             B        499        50         96.9 MHz    12/1/97   
Portland, OR                                                               
  KEX-AM              1B        -         50/50      1190 kHz     2/1/98   
  KKCW-FM             C        1654       100        103.3 MHz    2/1/98   
  KKRZ-FM             C        1434       100        100.3 MHz    2/1/98   
Toledo, OH                                                                 
  WSPD-AM             3         -         5/5        1370 kHz    10/1/96   
  WVKS-FM             B         479       50         92.5 MHz    10/1/96   
  WRVF-FM             B         807       19.1       101.5 MHz   10/1/96   
Jacksonville, FL                                                           
  WJBT-FM             A         299       6          92.7 MHz     2/1/03   
  WQIK-FM             C        1014       100        99.1 MHz     2/1/03   
  WSOL-FM             C        1463       100        101.5 MHz    2/1/03   
  WZAZ-AM             4         -         1/1        1400 kHz     2/1/03   
  WJGR-AM             3         -         5/5        1320 kHz     2/1/03   

<FN>                                                                       

(1)  The Company provides programming to and sells air time for            
     this station under an LMA.                                            
(2)  The Company provides programming to and sells air time for            
     these stations under an exclusive sales agency agreement.             
(3)  These stations are not licensed by the FCC, but rather are            
     licensed by the Mexican government.                                   
(4)  Excludes stations WAQZ-FM, WAOZ-AM and WSAI-AM in Cincinnati          
     and KTCL-FM in Denver which the Company sells advertising             
     time for pursuant to JSAs.                                            


License Assignments and Transfers of Control.  The                    
Communications Act also prohibits the assignment of a                 
license or the transfer of control of a corporation holding           
such a license without the prior approval of the FCC.                 
Applications to the FCC for such assignments or transfers             
are subject to petitions to deny by interested parties and            
must satisfy requirements similar to those for renewal and            
new station applicants.                                               

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Ownership Rules.  Rules of the FCC limit the number and               
location of broadcast stations in which one licensee (or any          
party with a control position or attributable ownership               
interest therein) may have a attributable interest.  The              
"national radio ownership rule" had generally prohibited any          
one non-minority individual or entity from having a control           
position or attributable ownership interest in more than 20           
AM or more than 20 FM radio stations nationwide.  The                 
Telecom Act directs the FCC to modify its rules to eliminate          
any provisions limiting the number of radio stations which            
may be owned or controlled by one entity nationally.  The             
FCC adopted this rule change by an order which became                 
effective on March 15, 1996.                                          

The "local radio ownership rule" limits the number of                 
stations in a radio market in which any one individual or             
entity may have a control position or attributable ownership          
interest.  The local radio ownership rule had provided, for           
markets with 15 or more radio stations, a limit of two AMs            
and two FMs, provided generally that the combined audience            
shares of the co-owned stations did not exceed 25% of the             
radio ratings market at the time of acquisition.  The                 
Telecom Act directs the FCC to revise its rules to increase           
the local radio ownership limits as follows: (a) in markets           
with 45 or more commercial radio stations, a party may own            
up to eight commercial radio stations, no more than five of           
which are in the same service (AM or FM); (b) in markets              
with 30-44 commercial radio stations, the limit is seven              
commercial radio stations, no more than four of which are in          
the same service; (c) in markets with 15-29 commercial radio          
stations, the limit is six commercial radio stations, no              
more than four of which are in the same service; and (d) in           
markets with 14 or fewer commercial radio stations, a party           
may own up to five commercial radio stations, no more than            
three of which are in the same service, provided that no              
party may own more than 50% of the commercial stations in             
the market.  The FCC adopted these changes to the local               
radio ownership rule by an order which became effective on            
March 15, 1996. In addition, the FCC has a "cross interest"           
policy that may prohibit a party with an attributable                 
interest in one station in a market from also holding either          
a "meaningful" non-attributable equity interest (e.g., non-           
voting stock, voting stock, limited partnership interests)            
or key management position in another station in the same             
market, or which may prohibit local stations from combining           

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

to build or acquire another local station.  The FCC is                
presently evaluating its cross-interest policy as well as             
policies governing attributable ownership interests.  The             
Company cannot predict whether the FCC will adopt any                 
changes in these policies or, if so, what the new policies            
will be.                                                              

Under the current rule, an individual or other entity owning          
or having voting control of 5% or more of a corporation's             
voting stock is considered to have an attributable interest           
in the corporation and its stations, except that banks                
holding such stock in their trust accounts, investments               
companies, and certain other passive interests are not                
considered to have an attributable interest unless they own           
or have voting control over 10% or more of such stock.  The           
FCC is currently evaluating whether to raise the foregoing            
benchmarks to 10% and 20%, respectively.  An officer or               
director of a corporation or any general partner of a                 
partnership also is deemed to hold an attributable interest           
in the media license.  Under the current rules,                       
Zell/Chilmark is considered a single majority shareholder of          
the Company, and minority shareholders are not considered to          
have attributable interests in the Company's stations.  The           
FCC has asked for comments as to whether it should continue           
the single majority shareholder exemption.  The Company               
cannot predict whether the FCC will adopt these or any other          
proposals.                                                            

The rules also generally prohibit the acquisition of an               
ownership or control position in a television station and             
one or more radio stations serving the same market (termed            
the "one-to-a-market" rule).  Current FCC policy looks                
favorably upon waiver requests relating to television and             
AM/FM radio combinations in the top 25 television markets             
where at least 30 separately owned broadcast stations will            
remain after the combination.  One-to-a-market waiver                 
requests in other markets, as well as those in the top 25             
television markets that involve the combination of a                  
television station and more than one same service (AM or FM)          
radio station, presently are evaluated by the FCC pursuant            
to a five-part, case-by-case standard.  The FCC also has an           
established policy for granting waivers that involve                  
"failed" stations.  The FCC currently is considering changes          
to its one-to-a-market waiver standards in a pending rule-            
making proceeding.  The Telecom Act instructs the FCC to              
extend its top 25 market/30 voices waiver policy to the top           
50 markets, consistent with the public interest,                      
convenience, and necessity.  The Telecom Act conferees                

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

stated that they expect the FCC in its future implementation          
of its current one-to-a-market waiver policy, as well as in           
any future changes the FCC may adopt in the pending rule              
making, to take into account increased competition and the            
need for diversity in today's radio marketplace.  The FCC             
also plans to review and possibly modify its current                  
prohibitions relating to ownership or control positions in a          
daily newspaper and a broadcast station in the same market.           

Holders of non-voting stock generally will not be attributed          
an interest in the issuing entity, and holders of debt and            
instruments such as warrants, convertible debentures,                 
options, or other non-voting interests with rights of                 
conversion to voting interests generally will not be                  
attributed such an interest unless and until such conversion          
is effected.  The FCC is currently considering whether it             
should attribute non-voting stock, or perhaps non-voting              
stock interests when combined with other rights, such as              
voting shares or contractual relationships, along with its            
review of its other attribution policies.  The Company                
cannot predict whether the FCC will adopt these or other              
changes in its attribution policies.                                  

Under the Communications Act, broadcast licenses may not be           
granted, transferred or assigned to any corporation of which          
more than one-fifth of the capital stock is owned of record           
or voted by non-U.S. citizens or foreign governments or               
their representatives (collectively, "Aliens").  In                   
addition, the Communications Act provides that no broadcast           
license may be held by any corporation of which more than             
one-fourth of the capital stock is owned of record or voted           
by Aliens, without an FCC public interest finding.  The FCC           
has issued interpretations of existing law under which these          
restrictions in modified form apply to other forms of                 
business organizations, including general and limited                 
partnerships.  The FCC also prohibits a licensee from                 
continuing to control broadcast licenses if the licensee              
otherwise falls under Alien influence or control in a manner          
determined by the FCC to be in violation of the                       
Communications Act or contrary to the public interest.  No            
officers, directors or significant shareholders of the                
Company are known by the Company to be Aliens.                        

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Regulation of Broadcast Operations.  In order to retain               
licenses, broadcasters are obligated, under the   Communications                
Act, to serve the "public interest."  Since  the late 1970s, the                
FCC gradually has relaxed or eliminated many of the more                        
formalized regulatory procedures and requirements developed to                  
promote the broadcast of certain types of programming responsive                
to the problems, needs, and interests of a station's community                  
of license.                                                                     

The regulatory changes have provided broadcast stations with          
increased flexibility to design their program formats and             
have provided relief from some recordkeeping and FCC filing           
requirements.  However, licensees continue to be required to          
present programming that is responsive to significant                 
community issues and to maintain certain records                      
demonstrating such responsiveness.  Complaints from                   
listeners concerning a station's programming have been                
considered by the FCC when evaluating licensee renewal                
applications and at other times.  The FCC has proposed                
implementing the changes in its broadcast renewal procedures          
required by the Telecom Act by a rule making proceeding               
scheduled to be completed by the end of 1996.  That                   
proceeding may further illuminate the standards for renewal           
of broadcast licenses under the Telecom Act.                          

Stations still are required to follow various rules                   
promulgated under the Communications Act that regulate                
political broadcasts, political advertisements, sponsorship           
identifications, technical operations and other matters.              
"Equal Opportunity" and affirmative action requirements also          
exist.  Failure to observe these or other rules can result            
in the imposition of monetary forfeitures or in the grant of          
a "short" (less than full term) license term or license               
revocation.  The Telecom Act states that the FCC may deny,            
after a hearing, the renewal of a broadcast license for               
serious violations of the Communications Act or the FCC's             
rules or where there have been other violations which                 
together constitute a pattern of abuse.                               

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

In 1985, the FCC adopted rules regarding human exposure to            
levels of radio frequency ("RF") radiation.  These rules              
require applicants for new broadcast stations, renewals of            
broadcast licenses or modification of existing licenses to            
inform the FCC at the time of filing such applications                
whether a new or existing broadcast facility would expose             
people to RF radiation in excess of certain guidelines.  In           
March 1993, the FCC proposed adopting more restrictive                
radiation limits.  The Company cannot predict whether the             
FCC will adopt this or any other proposal.                            

Agreements With Other Broadcasters.  Over the past several            
years a significant number of broadcast licensees, including          
certain of the Company's subsidiaries, have entered into              
cooperative agreements with other stations in their market.           
These agreements may take varying forms, subject to                   
compliance with the requirements of the FCC's rules and               
policies and other laws.  Typically, separately owned                 
stations may agree to function cooperatively in terms of              
programming, advertising sales, etc., subject to the                  
licensee of each station maintaining independent control              
over the programming and station operations of its own                
station.  One typical example is a LMA between two                    
separately owned stations serving a common service area,              
whereby the licensee of one station programs substantial              
portions of the broadcast day on the other licensee's                 
station, subject to ultimate editorial and other controls             
being exercised by the latter licensee, and sells                     
advertising time during such program segments for its own             
account.  Another is a JSA pursuant to which a licensee               
sells advertising time on both its own station or stations            
and on another separately owned station.                              

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

In the past, the FCC has determined that issues of joint              
advertising sales should be left to antitrust enforcement             
and has specifically exempted LMAs from its "cross-interest"          
policy.  Furthermore, the FCC has held that LMAs do not per           
se constitute a transfer of control and are not contrary to           
the Communications Act provided that the licensee of the              
station maintains complete responsibility for and control             
over operations of its broadcast station (including,                  
specifically, control over station finances, personnel and            
programming) and complies with applicable FCC rules and with          
antitrust laws.  At present, the FCC is considering whether           
it should treat as attributable multiple business                     
arrangements among local stations, such as joint sales                
accompanied by debt financing.  The Company cannot predict            
whether the FCC would require the termination or                      
restructuring of the Company's JSAs or other arrangements             
with broadcasters in the Cincinnati and Denver markets in             
connection with the FCC's pending rule making on attribution          
or other FCC proceedings.                                             

Under certain circumstances, the FCC will consider a radio            
station brokering time on another radio station serving the           
same market to have an attributable ownership interest in             
the brokered station for purposes of the FCC's radio                  
multiple ownership rules.  In particular, a radio station is          
not permitted to enter into a LMA giving it the right to              
program more than 15% of the broadcast time, on a weekly              
basis, of another local radio station which it could not own          
under the FCC's local radio ownership rules.                          

The FCC's rules also prohibit a radio licensee from                   
simulcasting more than 25% of its programming on another              
radio station in the same broadcast service (i.e., AM-AM or           
FM-FM) whether it owns both stations or operates both                 
through a LMA where both stations serve substantially the             
same geographic area.                                                 

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

FCC Consideration of Pending Acquisitions.  On February 8,            
1996, the Company filed an application with the FCC for its           
consent to the transfer of control of Noble Broadcast                 
Licenses, Inc. ("Noble Licenses"), the licensee of ten full-          
powered radio stations in the Toledo, St. Louis and Denver            
markets, from John T. Lynch et al., to the Company (the               
"Noble Transfer Application").  The Noble Transfer                    
Application has been accepted by the FCC and, pursuant to             
the Communications Act and the FCC's rules, interested third          
parties were able to file petitions to deny the Noble                 
Transfer Application until March 22, 1996, and thereafter             
may file informal objections until the Noble Transfer                 
Application is granted.  The Company presently owns two AM            
and two FM stations in the Denver market, and Noble                   
presently owns two AM and two FM stations serving the Denver          
market.  The Noble Transfer Application provides a technical          
statement demonstrating that, pursuant to the FCC's                   
methodology for calculating market size, the Denver market            
contains more than 45 commercial radio stations, and the              
Company would own eight commercial radio stations, no more            
than four of which are in the same service.  To the extent            
that the FCC's revision of its local radio ownership rules            
pursuant to the Telecom Act is not formally in effect by the          
time the FCC acts on the Noble Transfer Application, the              
Company has asked for a waiver of such rules to the extent            
deemed necessary.                                                     

On February 22, 1996, the Company filed an application      
with the FCC for its consent to the transfer of control of            
Citicasters Co., the licensee of 19 full-powered radio                
stations in the Atlanta, Phoenix, Tampa, Cincinnati,                  
Portland, Sacramento, Columbus and Kansas City markets, and           
two television stations in the Tampa and Cincinnati markets,          
from the shareholders of Citicasters to the Company (the              
"Citicasters Transfer Application").  The Citicasters                 
Transfer Application has been accepted by the FCC and,                
pursuant to the Communications Act and the FCC's rules,               
interested third parties may file petitions to deny the               
Citicasters Transfer Application until April 4, 1996,                 

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

and thereafter may file informal objections until the                 
Citicasters Transfer Application is granted.  The Company             
presently owns and/or has LMAs with one AM and two FM                 
stations in the Atlanta market, two AM and two FM stations            
in the Tampa market and two AM and two FM stations in the             
Cincinnati market.  The Citicasters Transfer Application              
provides a technical statement demonstrating that, pursuant           
to the FCC's methodology for calculating market size, the             
relevant radio market in Atlanta, Tampa and Cincinnati                
contains more than 45 commercial radio stations, and the              
Company would own less than eight commercial radio stations,          
and less than five in the same service in each such radio             
market.  To the extent that the FCC's revision of its                 
national and local radio ownership rules pursuant to the              
Telecom Act is not formally in effect by the time the FCC             
acts on the Citicasters Transfer Application, the Company             
has asked for a waiver of such rules to the extent deemed             
necessary.  The television stations licensed to Citicasters           
are in markets in which the Company and Citicasters own               
radio stations.  Consequently, the Citicasters Transfer               
Application requests waivers of the one-to-a-market rule to           
permit the permanent co-ownership of these television and             
radio stations.  The Citicasters Transfer Application notes           
that the FCC may choose to grant initially temporary waivers          
of the one-to-a-market rule in connection with the transfer           
of Citicasters to the Company and thereafter rule on the              
permanent waiver requests.                                            

Legislation and Regulation of Television Operations.                  
Television stations are regulated by the FCC pursuant to              
provisions of the Communications Act and the FCC rules that           
are in many instances the same or similar to those                    
applicable to radio stations.  Besides technical differences          
between television and radio, principle variances in                  
regulation relate to limits on national and local ownership,          
LMAs and simulcasts, children's programming requirements,             
advanced television service, signal carriage rights on cable          
systems, license terms, "V-chip" technology and                       
network/affiliate relations.                                          

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                           

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

The current FCC rules prohibit combined local ownership or            
control of television stations with overlapping "Grade B"             
service contours (unless established waiver standards are             
met).  The Telecom Act directs the FCC to conduct a rule-             
making proceeding to determine whether to retain, modify or           
eliminate these local television ownership rules.  This rule          
making is presently scheduled for completion by the end of            
1996.  The current FCC rules also prohibit (with certain              
qualifications) any person or entity from having an                   
attributable interest in more than 12 full-power television           
stations, subject to a 25% national audience reach                    
limitation.  Pursuant to the Telecom Act, the FCC has                 
modified this national television ownership rule, which will          
be effective upon publication in the Federal Register, by             
eliminating the 12-station limit and permitting an entity to          
have an attributable interest in an unlimited number of U.S.          
television stations so long as such stations do not reach in          
the aggregate more than 35% of the national television                
audience.  Additionally, the rules prohibit (with certain             
qualifications) the holder of an attributable interest in a           
television station from also having an attributable interest          
in a radio station, daily newspaper or cable television               
system serving a community located within the relevant                
coverage area of that television station.  As noted above,            
the radio/television one-to-a-market rule is under review             
and the FCC also plans to review and possibly modify its              
current broadcast/daily newspaper restriction.  The Telecom           
Act mandates the elimination of the restriction of network            
ownership of cable systems and the implementation, if                 
necessary, of rules to ensure nondiscriminatory carriage and          
channel positioning of nonaffiliated broadcast stations by            
network-owned cable systems.  The FCC has stated that this            
change will be implemented by an order released in March              
1996.                                                                 

Presently, LMAs between television stations are not treated           
as attributable interests and there is no restriction on              
same-market television simulcasts.  The FCC is considering            
in a pending rule-making proceeding whether to treat                  
television LMAs similar to radio LMAs for multiple ownership          
rule purposes.  The Citicasters television stations are not           
participants in LMAs.                                                 

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

The FCC is conducting a rule-making proceeding to consider            
proposals to increase and quantify television stations'               
programming obligations under the FCC rules implementing the          
Children's Television Act of 1990, which requires television          
stations to present programming specifically directed to the          
"educational and informational" needs of children under the           
age of 16.                                                            

The FCC is conducting a rule-making proceeding to devise a            
table of channel allotments in connection with the                    
introduction of advanced (or "high definition") television            
service ("ATV").  The FCC has preliminarily decided to allot          
a second broadcast channel to each full-power commercial              
television station for ATV operation.  According to this              
preliminary decision, stations would be permitted to phase            
in their ATV operations over a period of several years                
following adoption of a final table of allotments, after              
which they would be required to surrender their non-ATV               
channel.  Meanwhile, Congress is considering proposals that           
would require incumbent broadcasters to bid at auctions for           
the additional spectrum required to effect a transition to            
ATV, or alternatively, would assign additional ATV spectrum           
to incumbent broadcasters and require the early surrender of          
their non-ATV channel for sale by public auction.  It is not          
possible to predict if, or when, any of these proposals will          
be adopted or the effect, if any, adoption of such proposals          
would have on the Citicasters television stations.                    

FCC regulations implementing the Cable Television           
Consumer Protection and Competition Act of 1992 (the "1992            
Cable Act") require each television broadcaster to elect, at          
three-year intervals beginning June 17, 1993, either to (a)           
require carriage of its signal by cable systems in the                
station's market ("must-carry") or (b) negotiate the terms            
on which such broadcast station would permit transmission of          
its signal by the cable systems within its market                     
("retransmission consent").  In a 2-1 decision issued on              
December 13, 1995, a special three-judge panel of the U.S.            
District Court for the District of Columbia upheld the                
constitutionality of the must-carry provisions.  The                  
District Court's decision has been appealed to the U.S.               
Supreme Court, which will hear the appeal during its 1996-            
1997 term, with a decision expected in the second calendar            
quarter of 1997.                                                      

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                           

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

In the meantime, the FCC's must-carry regulations                     
implementing the Cable Act remain in effect.  The Company             
cannot predict the outcome of the Supreme Court review of             
the case.                                                             

Until the passage of the Telecom Act, television licenses             
were granted and renewed for a maximum of five years.  The            
Telecom Act amends the Communications Act to provide that             
broadcast station licenses be granted, and thereafter                 
renewed, for a term not to exceed eight years, if the FCC             
finds that the public interest, convenience, and necessity            
would be served.  The Telecom Act also requires the                   
broadcast and cable industries to develop and transmit an             
encrypted rating that would permit the blocking of violent            
or indecent video programming and allow telephone companies           
to operate cable television systems in their own service              
areas.                                                                

At present, the Citicasters Cincinnati television station is          
an ABC-network affiliate (committed to change to a CBS                
network affiliate in June 1996) and the Citicasters Tampa             
television station is a CBS-network affiliate.  Both are VHF          
stations.  The FCC currently is reviewing certain of its              
rules governing the relationship between broadcast                    
television networks and their affiliated stations.  The FCC           
is conducting a rule-making proceeding to examine its rules           
prohibiting broadcast television networks from representing           
their affiliated stations for the sale of non-network                 
advertising time and from influencing or controlling the              
rates set by their affiliates for the sale of such time.              
Separately, the FCC is conducting a rule-making proceeding            
to consider the relaxation or elimination of its rules                
prohibiting broadcast networks from (a) restricting their             
affiliates' right to reject network programming; (b)                  
reserving an option to use specified amounts of their                 
affiliates' broadcast time; and (c) forbidding their                  
affiliates from broadcasting the programming of another               
network; and to consider the relaxation of its rule                   
prohibiting network-affiliated stations from preventing               
other stations from broadcasting the programming of their             
network.                                                              

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                           

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Proposed Changes.  The FCC has not yet implemented formally           
the changes to its rules necessitated by the Telecom Act.             
Moreover, the Congress and the FCC have under consideration,          
and may in the future consider and adopt, new laws,                   
regulations and policies regarding a wide variety of matters          
that could, directly or indirectly, (i) affect the                    
operation, ownership and profitability of the Company and             
its broadcast stations, (ii) result in the loss of audience           
share and advertising revenues of the Company's broadcast             
stations, (iii) affect the ability of the Company to acquire          
additional broadcast stations or finance such acquisitions,           
(iv) affect current cooperative agreements and/or financing           
arrangements with other radio broadcast licensees, or (v)             
affect the Company's competitive position in relationship to          
other advertising media in its markets. Such matters                  
include, for example, changes to the license authorization            
and renewal process; proposals to revise the FCC's equal              
employment opportunity rules and other matters relating to            
minority and female involvement in broadcasting; proposals            
to alter the benchmarks or thresholds for attributing                 
ownership interest in broadcast media; proposals to change            
rules or policies relating to political broadcasting;                 
changes to technical and frequency allocation matters,                
including those relative to the implementation of digital             
audio broadcasting on both a satellite and terrestrial                
basis; proposals to restrict or prohibit the advertising of           
beer, wine and other alcoholic beverages on radio; changes            
in the FCC's cross-interest, multiple ownership, alien                
ownership and cross-ownership policies; proposals to allow            
greater telephone company participation in the delivery of            
audio and video programming; proposals to limit the tax               
deductibility of advertising expenses by advertisers;                 
potential auctions for ATV or non-ATV television spectrum;            
the implementation of "V-chip" technology; and changes to             
children's television programming requirements, signal                
carriage rights on cable systems and network affiliate                
relations.                                                            

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 1. Business, Continued                                                     

(c)  Narrative Description of Business, Continued                               

Although the Company believes the foregoing discussion is             
sufficient to provide the reader with a general                       
understanding of all material aspects of FCC regulations              
that affect the Company, it does not purport to be a                  
complete summary of all provisions of the Communications Act          
or FCC rules and policies.  Reference is made to the                  
Communications Act, FCC rules and the public notices and              
rulings of the FCC for further information.                           

Energy and Environmental Matters                                      

The Company'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 the Company is currently in material                    
compliance with all statutory and administrative                      
requirements as related to environmental quality and                  
pollution control.                                                    

Employees                                                             

The Company has no direct employees.  The Company's                   
subsidiaries employ 1,170 persons, 836 on a full-time and             
334 on a part-time basis.  Each station 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.  No employee is represented by a union.           

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 2.  Property Holdings                                                      

The Company owns the office and studio facilities for                 
WQIK(FM) and WJGR(AM) in Jacksonville, Florida (6,875 square                    
feet) and the office and studio facilities for WFLZ(FM), WFLA(AM)               
and WDUV(FM) in Tampa, Florida (42,882 square feet).  The Company               
leases space for the office and studio facilities at its other                  
station locations in Jacksonville, Florida (two sites of 4,567                  
and 5,000 square feet, respectively); Atlanta (19,500 square                    
feet); Denver (25,964 square feet); Cincinnati (27,601 square                   
feet) and Tampa (6,000 square feet). The two leases in                          
Jacksonville expire in 1997 and 1998, respectively.  The Denver                 
and Atlanta leases expire in 1999 and 2007, respectively.  The                  
Cincinnati lease expires in 1998 and has two five-year renewal                  
options.  The small Tampa lease is a month-to-month lease for                   
WBRD(AM).  The Company leases approximately 10,000 square feet                  
for its corporate offices in Cincinnati under a lease expiring in               
1996 with a five-year renewal option.  The office (500 square                   
feet) for KHTS in San Diego, California is a month-to-month                     
lease.  In conjunction with the Company's acquisition of radio                  
station WOFX(FM) (formerly WPPT) in Cincinnati, the Company                     
purchased the building from which such station previously                       
operated.  The Company plans to sell this building.                             

Expansion of the Company's operations generally comes from            
the acquisition of stations and their facilities and ordinarily                 
does not create a need for additional space at existing                         
locations, although the emergence of LMAs and JSAs with other                   
stations in the Company's existing markets could create such a                  
need.  Any future need for additional office and studio space at                
existing locations will be satisfied by the construction of                     
additions to Company-owned facilities and, in the case of leased                
facilities, the lease of additional space or the relocation of                  
the office and studio.  The Company's office and studio                         
facilities are all located in downtown or suburban office                       
buildings and are capable of being relocated in any suitable                    
office facility in the station market area.                                     

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 2.  Property Holdings, Continued                                           

The Company owns the antenna tower and tower site for radio           
station WJBT(FM) in Jacksonville, Florida.  The Company also owns               
the towers and tower site locations for its AM stations in                      
Atlanta, Denver, Jacksonville, Tampa, WLW(AM) in Cincinnati and                 
its back-up tower site for WDUV(FM) in Tampa.  For the tower site               
at WCKY(AM), Cincinnati, and for all its other FM stations, the                 
Company leases tower space for its FM antennae under leases                     
expiring from 1996 to 2013.  The Company, through a wholly owned                
subsidiary, owns the real estate on which the tower sites are                   
located for XTRA-AM and XTRA-FM, stations to which the Company                  
provides programming and for which it sells the air time.                       

The Company 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 the Company's                 
stations are in generally good condition.  In management's                      
opinion, the quality of the signals range from good to excellent,               
and the Company is committed to maintaining and updating its                    
equipment and transmission facilities in order to achieve the                   
best possible signal in the market area.                                        

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

See Notes 7 and 11 of Notes to Consolidated Financial                 
Statements included elsewhere herein for a description of                       
encumbrances against the Company's properties and the Company's                 
rental obligations.                                                             

Item 3.  Legal Proceedings                                                      

The Company is a party to various legal proceedings.  In the          
opinion of management, all such matters are adequately covered by               
insurance, or if not so covered, are without merit or are of such               
kind, or involve such amounts, as would not have a significant                  
effect on the financial position or results of operations of the                
Company.                                                                        

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

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

There were no matters submitted to a vote of security holders                   
during the fourth quarter of the calendar year covered by this                  
report.                                                                         

Executive Officers of the Registrant                

Pursuant to General Instruction G(3) of Form 10-K, the following                
list is included as an unnumbered Item in Part I of this Report                 
in lieu of being included in the Proxy Statement to be filed                    
during April 1996 for the Annual Meeting of Shareholders                        
presently scheduled to be held on May 13, 1996.                                 

The following is a list of names and ages of all of the executive               
officers of Registrant indicating all positions and offices with                
Registrant held by each person as of March 15, 1996.  All such                  
persons have been elected to serve until the next annual election               
of officers and their successors are elected, or until their                    
earlier resignation or removal.                                                 

Age as of                              First
 March 15,         Offices and         Elected
Name               1996          Positions Held       an Officer              

Sheli Z. Rosenberg    54      Board Chair                2/12/96                

Randy Michaels        43      President and Co-Chief                            
              Operating Officer         12/29/86

Robert L. Lawrence    43      Co-Chief Operating                                
              Officer                   12/29/86

R. Christopher Weber  40      Senior Vice President and                         
              Chief Financial Officer   12/29/86

Jon M. Berry          49      Senior Vice President and                         
              Treasurer                 11/01/82

Except for Mrs. Rosenberg, each of the executive officers listed                
above has served Registrant in various executive capacities                     
throughout the past five years.                                                 

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

PART II                 

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

The Company's common stock is listed on The Nasdaq National                     
Market and trades under the symbol "JCOR".  The following table                 
presents the high and low sale prices for the Company's common                  
stock for each quarter of 1995 and 1994 as reported on The Nasdaq               
National Market.                                                                
                    Price Range of
                    Common Stock

1995                                       High        Low                      
1st Quarter........................   $14.50      $12.00              
2nd Quarter........................    17.00       13.00              
3rd Quarter........................    19.25       15.00              
4th Quarter........................    17.50       15.00              

1994                                       High        Low                      

1st Quarter........................   $17.00      $12.00              
2nd Quarter........................    15.75       11.25              
3rd Quarter........................    15.00       12.25              
4th Quarter........................    14.75       10.50              

At March 1, 1996, there were 1,512 record holders of common stock               
including shares held in nominee name and the last reported sale                
price on the Nasdaq National Market was $22.25 per share.                       

The Company has neither declared nor paid any dividends on its                  
common stock to date.  The Company's existing agreements with its               
lenders restrict the payment of dividends.  It is the Company's                 
present policy to retain all earnings for the requirements of the               
business.                                                                       

Item 6.  Selected Financial Data                                                

                                                        [Enlarge/Download Table]


                           1995(1)       1994(1)        1993(1)      1992(1)      1991(1)                        
For the year:                                                                                                    
                                                                                                                 
Net revenue             $118,890,831  $107,010,448   $89,932,200   $70,505,959  $64,237,752 Broadcast operating  
  expense                 87,290,409    80,468,077    69,520,397    55,782,048   48,206,072                      
Station operating                                                                                                
  income excluding                                                                                               
  depreciation and                                                                                               
  amortization            31,600,422    26,542,371    20,411,803    14,723,911   16,031,680                      
Depreciation and                                                                                                 
  amortization             9,482,883     9,698,030    10,222,844     6,399,093    7,287,879 Reduction in carrying
  value of assets to                                                                                             
  net realizable value                                               8,600,000                                   
Corporate general and                                                                                            
  administrative                                                                                                 
  expenses                 3,500,518     3,361,263     3,563,800     2,926,075    2,681,672                      
Operating income (loss)   18,617,021    13,483,078     6,625,159    (3,201,257)   6,062,129                      
Net interest income                                                                                              
    (expense)               (184,140)      684,317    (2,475,820)  (13,443,318) (16,226,234)                     
Gain on sale of radio                                                                                            
  stations                                                                       13,013,527                      
Other non-operating                                                                                              
  expense net               (167,772)       (2,079)      (10,895)   (7,056,771)    (301,897)                     
Income (loss) before                                                                                             
  income tax and                                                                                                 
  extraordinary item      18,265,109    14,165,316     4,138,444   (23,701,346)   2,547,525                      
Net income (loss)       $ 10,965,109  $  7,851,516   $ 1,438,444  $(23,701,346) $ 1,467,525                      

Net income (loss) per                                                                                            
  common share: (2)                                                                                              
   Primary and fully                                                                                             
     diluted               $  0.52       $  0.37       $ 0.10       $(61.50)       $ 2.32                        
Weighted average shares                                                                                          
  outstanding: (2)                                                                                               
   Primary and fully                                                                                             
     diluted              20,912,705    21,409,177    14,504,527     381,430        405,927                      

Other Financial Data:                                                                                            

Broadcast cash flow (3)  $31,600,422   $26,542,371   $20,411,803   $14,723,911  $16,031,680                      
At year end:                                                                                                     

Working capital                                                                                                  
  (deficit)            $ 24,435,764   $44,637,439 $38,658,756 $(140,547,337)(4)$(128,455,248)                    
Intangible assets                                                                                                
  (net of accumulated                                                                                            
  amortization)         127,157,762    89,543,301  84,991,361    70,037,759 (4)   81,738,386                     
Total assets            208,839,091   173,579,355 159,908,529   122,000,391 (4)  125,487,201                     
Long-term debt                                                                                                   
  (including current                                                                                             
  portion)               45,500,000                             140,541,948 (4)  137,666,850                     
Common stock purchase                                                                                            
  warrants                  388,055       390,167     390,397       487,000 (4)    1,257,084                     
Shareholders' equity                                                                                             
  (deficit)             139,073,075   148,793,980 140,413,191   (50,840,346)(4)  (27,383,036)                    


NOTES:                                                                          

(1)  The comparability of the information reflected in this                     
selected financial data is affected by the purchase of radio          
station KBPI-FM (formerly KAZY-FM), in Denver, Colorado  (July        
1993); the purchase and interim operation of radio station WOFX-      
FM (formerly WPPT-FM) under a Local Marketing Agreement in            
Cincinnati, Ohio (April 1994); the purchase of radio stations         
WJBT-FM, WZAZ-AM, and WSOL-FM (formerly WHJX-FM) in                   
Jacksonville, Florida (August 1995); the purchase of radio            
stations WDUV-FM and WBRD-AM in Tampa, Florida (August 1995);         
the sale of radio stations WMJI(FM), in Cleveland, Ohio and           
WYHY(FM), in Nashville, Tennessee (January 1991), the sale of         
Telesat Cable TV (May 1994), the January 11,                          
1993 recapitalization plan, that substantially modified the           
Company's debt and capital structure (such recapitalization was       
accounted for as if it had been completed January 1,                  
1993) and the March 1993 refinancing.  For information                
related to acquisitions in 1993, 1994 and 1995 see Notes 2            
and 3 of Notes to Consolidated Financial Statements.  For             
information related to the disposition during 1994, see Note 4        
of Notes to Consolidated Financial Statements.                        

(2) Income (loss) per common share for the two years ended                    
December 31, 1992 is based on the weighted average number of          
shares of common stock outstanding and gives consideration  to the    
dividend requirements of the convertible preferred stock and          
accretion of the change in redemption value of certain common         
stock warrants.  The Company's stock options and convertible          
preferred stock were antidilutive and,  therefore, were not           
included in the computations.  The redeemable common stock  warrants  
were antidilutive for 1992 and were not included in the               
computations.  Such warrants  were dilutive in 1991 using the         
"equity method" under Emerging Issues Task Force Issue No. 88-9  and, 
therefore, the common shares issuable upon conversion  were           
included in the 1991 computation.  Income per share for     the       
three years ended December 31, 1995 is based on the weighted          
average number of common shares outstanding and gives effect to  both 
dilutive stock options and dilutive stock purchase warrants           
during the periods.  Income (loss) per common share and weighted      
average shares outstanding for the two years ended December           
31, 1992 are adjusted to reflect the 0.0423618 reverse stock          
split in the Company's common stock effected by the January 1993      
recapitalization.                                                     

(3)  "Broadcast cash flow" means operating income before                        
reduction in carrying value of assets, depreciation and               
amortization and corporate general and administrative expenses.       
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 a 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    
broadcast industry as a measure of a company's operating              
performance because it assists in comparing station 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)     
or non-operating factors such as historical cost bases.  Broadcast    
cash flow also excludes the effect of corporate general and           
administrative expenses, which generally do not relate directly to    
station performance.  See the Consolidated Statements of Cash         
Flows included on pages 53 and 54 in this annual report for a         
description of the Company's cash flows presented in accordance       
with generally accepted accounting principles and page 47 in this     
annual report for a further discussion of the Company's cash          
flows.                                                                

(4)  Pro forma amounts as of December 31, 1992, to give effect to the           
January 11, 1993 recapitalization plan that substantially modified    
the Company's debt and capital structure:                             

Working capital                     $ 15,933,304            
Intangible assets (net of                                   
accumulated amortization)           82,856,512          
Total assets                         142,085,313            
Long-term debt                        64,177,962            
Common stock purchase warrants           402,805            
Shareholders' equity                  50,889,751            

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

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

GENERAL                                                                         

The performance of a radio station group, such as Jacor, 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         
radio stations for advertising.  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 works closely with local station management          
to implement cost control measures.                                             

The Company's revenue is affected primarily by the advertising rates            
the Company's radio 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.                                         

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 1995, approximately 85%         
of the Company's gross revenues was from local advertising and                  
approximately 15% 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.                   

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, football and hockey, as well as the costs                
related to the full-service programming features of its AM radio                
stations, the Company's broadcast cash flow margins are typically lower         
than its competitors'.                                                          

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

GENERAL, Continued                                                              

The Company's first calendar quarter historically produces the lowest           
revenue for the year, and the second and third quarters historically            
produce the highest revenue for the year, due in part to revenue                
received during the summer months related to the broadcast of Major             
League Baseball games.  During 1995, however, the Company recorded              
higher broadcast revenue and broadcast operating expenses during the            
third and fourth quarters than those recorded during the second quarter         
due to the Major League Baseball strike.  As a result of the strike,            
second quarter revenue and operating expenses were lower.  For the              
entire twelve months of 1995, the strike did not have a material impact         
on the Company's station operating income (broadcast revenue less               
broadcast operating expenses).                                                  

The Company's operating results in any period may be affected by the            
incurrence of advertising and promotion expenses that do not produce            
commensurate revenues in the period in which the expenses are incurred.         
As a result of Arbitron's quarterly reporting of ratings, the Company's         
ability to realize revenue as a result of increased advertising and             
promotional expenses may be delayed for several months.                         

The comparability of financial information for the years ended December         
31, 1995, 1994 and 1993 is affected by the July 1993 purchase of radio          
station KBPI-FM (formerly KAZY-FM) in Denver, Colorado; the May 1994            
sale of Telesat Cable TV; the June 1995 purchase of radio station WOFX-         
FM (formerly WPPT-FM) in Cincinnati, Ohio and interim operation of such         
station from April 1994 to June 1995 under a LMA; the August 1995               
purchases of radio stations WJBT-FM, WZAZ-AM, and WSOL-FM (formerly             
WHJX-FM), each  located in Jacksonville, Florida and WDUV-FM and WBRD-          
AM each located in Tampa, Florida.  With these acquisitions, the                
Company expects to realize certain cost savings and increased ratings           
through format modifications and thereby improve operating results in           
these markets.                                                                  

The acquisitions discussed above and the pending acquisitions of                
Citicasters Inc. and Noble Broadcast Group, Inc. will increase the              
Company's net revenue, broadcast operating expenses, depreciation and           
amortization, corporate general and administrative expenses and                 
interest expense.  Accordingly, past financial performance should not           
be considered a reliable indicator of future performance, and investors         
should not use historical trends to anticipate results or trends in             
future periods.                                                                 

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

GENERAL, Continued                                                              

General economic conditions have an impact on the Company's business            
and financial results.  From time to time the markets 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.                                                          

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company began 1995 with no outstanding debt and $27.0 million in            
cash and cash equivalents.  During 1995, the Company used $59.8 million         
in cash for acquisitions of radio stations and licenses and for loans           
made in connection with the Company's JSAs and $21.7 million in cash to         
purchase shares of its common stock. These funds came from cash on hand         
together with cash provided from operating activities and draws under           
the Company's 1993 Credit Agreement aggregating $45.5 million.                  

During 1995, the Company made capital expenditures of approximately             
$5.0 million.  The Company estimates that capital expenditures for 1996         
will be approximately $6.0 million which includes approximately $2.5            
million to purchase the building currently housing the offices and              
studios of its Tampa radio stations and to complete the relocation of           
the offices and studios of its Atlanta radio stations.  The Company             
estimates that capital expenditures for the properties to be acquired           
from Citicasters and Noble would be approximately $4.0 million in the           
12-month period following the consummation of the acquisitions.  The            
actual level of spending will depend on a variety of factors, including         
general economic conditions and the Company's business. In February             
1996, the Company entered into the Existing Credit Facility which               
provided for a $300.0 million reducing revolving facility that reduces          
on a quarterly basis commencing March 31, 1997.  The Existing Credit            
Facility bears interest at floating rates based on a Eurodollar rate            
and/or a bank base rate.                                                        

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

LIQUIDITY AND CAPITAL RESOURCES, Continued                                      

In connection with the acquisition of Citicasters Inc., the Company             
anticipates entering into a new credit facility (the "New Credit                
Facility") which would provide for availability of $600.0 million               
pursuant to a reducing revolving facility that would reduce on a                
quarterly basis commencing one year from the date of the facility.  It          
is anticipated that the New Credit Facility would bear interest at              
floating rates based on a Eurodollar rate or a bank base rate.  The             
Company also anticipates that the New Credit Facility will provide the          
Company with additional credit for future acquisitions as well as               
working capital and other general corporate purposes.                           

The Company currently expects to fund its acquisition of Noble and              
expenditures for capital requirements from available cash balances,             
internally generated funds and the availability of borrowings under the         
Existing Credit Facility.  The Company anticipates that it will fund            
the acquisition of Citicasters Inc. with a combination of funds                 
provided by the sale of approximately 17,500,000 shares of Jacor common         
stock pursuant to a Registration Statement filed on Form S-3 with the           
Securities and Exchange Commission on March 22, 1996 and the New Credit         
Facility and excess cash on hand.  These funds together with cash               
generated from operations will be sufficient to meet the Company's              
liquidity and capital needs for the foreseeable future.                         

As a result of entering into the Existing Credit Facility in the first          
quarter of 1996, the Company will write off approximately $1.6 million          
of unamortized cost associated with its 1993 Credit Agreement.  In              
connection with entering into the New Credit Facility, the Company              
anticipates that it will write off approximately $5.0 million of                
unamortized cost associated with its Existing Credit Facility.                  

The issuance of additional debt will negatively impact the Company's            
debt-to-equity ratio and its results of operations and cash flows due           
to higher amounts of interest expense, although the issuance of                 
additional equity will soften this impact to some extent.  Also, if the         
Company were not able to complete the acquisition of Citicasters Inc.           
due to certain circumstances, the Company would incur a one-time charge         
of $75.0 million relating to the non-refundable deposit.  If debt were          
used to finance such payment, it would negatively impact the Company's          
future results of operations and impede the Company's future growth by          
limiting the amount available under the Existing Credit Facility.               

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES         

RESULTS OF OPERATIONS                                                           

The Year Ended 1995 Compared to The Year Ended 1994                             

Broadcast revenue for 1995 was $133.1 million, an increase of $13.5             
million or 11.3% from $119.6 million during 1994. This increase                 
resulted from an increase in advertising rates in both local and                
national advertising and from the revenue generated at those properties         
owned or operated during 1995 but not during the comparable 1994                
period.  On a "same station" basis - reflecting results from stations           
operated for the entire twelve months of both 1995 and 1994 - broadcast         
revenue for 1995 was $125.3 million, an increase of $8.4 million or             
7.2% from $116.9 million for 1994.                                              

Agency commissions for 1995 were $14.2 million, an increase of $1.6             
million or 12.6% from $12.6 million during 1994 due to the increase in          
broadcast revenue.  Agency commissions increased at a greater rate than         
broadcast revenue due to a greater proportion of agency sales.                  

Broadcast operating expenses for 1995 were $87.3 million, an increase           
of $6.8 million or 8.5% from $80.5 million during 1994. These expenses          
increased as a result of increased selling and other payroll costs,             
programming costs and expenses incurred at those properties owned or            
operated during 1995 but not during the comparable 1994 period.  On a           
"same station" basis, broadcast operating expenses for 1995 were $81.3          
million, an increase of $4.2 million or 5.5% from $77.1 million for             
1994.                                                                           

Depreciation and amortization for 1995 and 1994 was $9.5 million and            
$9.7 million, respectively.                                                     

Operating income for 1995 was $18.6 million, an increase of $5.1                
million or 38.1% from an operating income of $13.5 million for 1994.            

Interest expense for 1995 was $1.4 million, an increase of $0.9 million         
or 170.1% from $0.5 million for 1994.  Interest expense increased due           
to an increase in outstanding debt that was incurred in connection with         
acquisitions and stock repurchases.                                             

Net income for 1995 was $11.0 million, compared to net income of $7.9           
million reported by the Company for 1994.  The 1994 period includes             
income tax expense of $6.3 million, while the 1995 period includes $7.3         
million of income tax expense.                                                  

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES         

RESULTS OF OPERATIONS                                                           

The Year Ended 1994 Compared to The Year Ended 1993                             

Broadcast revenue for 1994 was $119.6 million, an increase of $18.9             
million or 18.8% from $100.7 million during 1993. This increase                 
resulted from an increase in advertising rates in both local and                
national advertising and from the revenue generated at those properties         
owned or operated during 1994 but not during the comparable 1993                
period.  On a "same station" basis - reflecting results from stations           
operated for the entire twelve months of both 1994 and 1993 - broadcast         
revenue for 1994 was $110.7 million, an increase of $11.6 million or            
11.6% from $99.1 million for 1993.                                              

Agency commissions for 1994 were $12.6 million, an increase of $1.8             
million or 16.8% from $10.8 million during 1993 due to the increase in          
broadcast revenue.  Agency commissions increased at a lesser rate than          
broadcast revenue due to a greater proportion of direct sales.                  

Broadcast operating expenses for 1994 were $80.5 million, an increase           
of $11.0 million or 15.7% from $69.5 million during 1993.  These                
expenses increased as a result of expenses incurred at those properties         
owned or operated during 1994 but not during the comparable 1993 period         
and, to a lesser extent, increased selling and other payroll costs and          
programming costs.  On a "same station" basis, broadcast operating              
expenses for 1994 were $72.0 million, an increase of $4.1 million or            
6.1% from $67.9 million for 1993.                                               

Depreciation and amortization for 1994 and 1993 was $9.7 million and            
$10.2 million, respectively.                                                    

Operating income for 1994 was $13.5 million, an increase of $6.9                
million or 103.5% from an operating income of $6.6 million for 1993.            

Interest expense for 1994 was $0.5 million, a decrease of $2.2 million          
or 80.5% from $2.7 million for 1993.  Interest expense declined due to          
the reduction in outstanding debt, such debt having been retired from           
the proceeds of the Company's November 1993 equity offering.                    

Net income for 1994 was $7.9 million, compared to net income of $1.4            
million reported by the Company for 1993.  The 1993 period includes             
income tax expense of $2.7 million, while the 1994 period includes $6.3         
million of income tax expense.                                                  

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

CASH FLOWS                                                                      

Cash flows provided by operating activities, inclusive of working               
capital, were $20.6 million, $11.3 million and $9.0 million for 1995,           
1994 and 1993, respectively. Cash flows provided by operating                   
activities in 1995 resulted primarily from the add-back of $9.5 million         
of depreciation and amortization expense to net income of $11.0 million         
for the period.  Cash flows provided by operating activities in 1994            
resulted primarily from net income of $7.9 million generated during the         
year.  The additional $3.4 million resulted principally from the excess         
of the sum of the depreciation and amortization add-back of $9.7                
million, together with the add-back of $1.4 million for provision for           
losses on accounts and notes receivable over the net change in working          
capital of ($7.6) million.  Cash flows provided by operating activities         
in 1993 resulted primarily from the excess of the sum of the                    
depreciation and amortization add-back of $10.1 million, together with          
the $1.4 million of net income generated during the year over the net           
change in working capital of ($2.3) million.                                    

Cash flows used by investing activities were ($64.3) million, ($13.7)           
million and ($5.5) million for 1995, 1994 and 1993, respectively.               
Investing activities include capital expenditures of $5.0 million, $2.2         
million and $1.5 million in 1995, 1994 and 1993, respectively.                  
Investing activities in 1995 and 1994 include expenditures of $59.8             
million and $14.6 million, respectively, for acquisitions, the purchase         
of intangible assets and loans made in connection with the Company's            
JSAs.  In addition, 1994 investing activities were net of $3.2 million          
of payments received on notes and from the sale of assets.  Investing           
activities in 1993 included expenditures of $3.9 million relating to            
the purchase of radio station assets.                                           

Cash flows provided by financing activities were $24.2 million, $0.7            
million and $12.8 million for 1995, 1994 and 1993.  Cash flows provided         
by financing activities in 1995 resulted primarily from the $45.5               
million in borrowings under the 1993 Credit Agreement, together with            
$0.8 million in proceeds received from the issuance of common stock to          
the Company's employee stock purchase plan and upon the exercise of             
outstanding stock options net of the $21.7 million used to repurchase           
common stock.  Cash flows from financing activities in 1994 resulted            
primarily from the proceeds received from the issuance of common stock          
upon the exercise of outstanding stock options.  The cash provided by           
financing activities in 1993 principally was due to the refinancing of          
the Company's senior debt in March 1993 plus the issuance of additional         
common stock, and the payment of restructuring expenses in 1993.                

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

NEW ACCOUNTING PRONOUNCEMENTS                                                   

In October 1995, the Financial Accounting Standards Board ("FASB")              
issued Statement of Financial Accounting Standards ("FAS") No. 123              
"Accounting for Stock-Based Compensation."  The Company will continue           
to apply APB Opinion No. 25 in accounting for its plans as permitted by         
this statement.  This statement, however, requires that a company's             
financial statements include certain disclosures about stock-based              
employee compensation arrangements regardless of the method used to             
account for them.  Pro forma disclosures required by a company that             
elects to continue to measure compensation cost using APB Opinion No.           
25 will be made by the Company for the year ended December 31, 1996.            

In March 1995, the FASB issued FAS No. 121 "Accounting for the                  
Impairment of Long-Lived Assets and for Long-Lived Assets to be                 
Disposed Of."  This statement requires the Company to review for                
possible impairment of long-lived assets and certain identifiable               
intangibles when circumstances indicate that the carrying value of              
these assets may not be recoverable.  The Company will adopt the                
statement in the first quarter of 1996, the effect of which will be             
immaterial to the Company's Consolidated Financial Statements.                  

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

Item 8.  Financial Statements and Supplementary Data                            

REPORT OF INDEPENDENT ACCOUNTANTS                 

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

We have audited the accompanying consolidated balance sheets of Jacor           
Communications, Inc. and Subsidiaries as of December 31, 1995 and 1994,         
and the related consolidated statements of operations, shareholders'            
equity, and cash flows for each of the three years in the period ended          
December 31, 1995.  These financial statements are the responsibility           
of the Company's management.  Our responsibility is to express an               
opinion on these financial statements based on our audits.                      

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

In our opinion, the financial statements referred to above present              
fairly, in all material respects, the consolidated financial position           
of Jacor Communications, Inc. and Subsidiaries as of December 31, 1995          
and 1994, and the consolidated results of their operations and their            
cash flows for each of the three years in the period ended December 31,         
1995, in conformity with generally accepted accounting principles.              

COOPERS & LYBRAND L.L.P.                                                        
Cincinnati, Ohio                                                                
February 12, 1996 except for                                                    
Note 14, as to which the                                                        
date is March 13, 1996                                                          

                                                                [Download Table]
                JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   
                        CONSOLIDATED BALANCE SHEETS                           
                        DECEMBER 31, 1995 AND 1994                            


                                                  1995                1994    
                                                                              
                     ASSETS                                                   
Current assets:                                                               
  Cash and cash equivalents                   $  7,436,779        $ 26,974,838
  Accounts receivable, less allowance for                                     
    doubtful accounts of $1,606,000 in                                        
    1995 and $1,348,000 in 1994                 25,262,410          24,500,652
  Prepaid expenses                               2,491,140           3,419,719
  Other current assets                           1,425,000           1,230,582
        Total current assets                    36,615,329          56,125,791
Property and equipment                          30,801,225          22,628,841
Intangible assets                              127,157,762          89,543,301
Other assets                                    14,264,775           5,281,422
            Total assets                      $208,839,091        $173,579,355
                     LIABILITIES                                              
Current liabilities:                                                          
  Accounts payable                            $  2,312,691        $  2,723,717
  Accrued payroll                                3,177,945           3,274,902
  Accrued federal, state and                                                  
    local income tax                             3,225,585           2,092,616
  Other current liabilities                      3,463,344           3,397,117
           Total current liabilities            12,179,565          11,488,352
Long-term debt                                  45,500,000                    
Other liabilities                                3,468,995           3,869,567
Deferred tax liability                           8,617,456           9,177,456
          Total liabilities                     69,766,016          24,535,375

Commitments and contingencies                                                 

                     SHAREHOLDERS' EQUITY                                     

Preferred Stock, authorized and unissued                                      
   4,000,000 shares                                   -                    -  
Common Stock, no par value, $0.10 per share                                   
   stated value; authorized 100,000,000                                       
   shares, issued and outstanding shares:                                     
   18,157,209 in 1995 and 19,590,373 in 1994      1,815,721          1,959,038
Additional paid-in capital                      116,614,230        137,404,815
Common stock warrants                               388,055            390,167
Retained earnings                                20,255,069          9,289,960

            Total shareholders' equity          139,073,075        149,043,980
            Total liabilities and                                             
              shareholders' equity             $208,839,091       $173,579,355

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


                                                                [Download Table]
      JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                          
         CONSOLIDATED STATEMENTS OF OPERATIONS                             
 for the years ended December 31, 1995, 1994 and 1993                      



                                    1995           1994           1993     

                                                                           

Broadcast revenue              $133,103,137   $119,635,308    $100,745,089 
     Less agency commissions     14,212,306     12,624,860      10,812,889 

        Net revenue             118,890,831    107,010,448      89,932,200 

Broadcast operating expenses     87,290,409     80,468,077      69,520,397 
Depreciation and amortization     9,482,883      9,698,030      10,222,844 
Corporate general and                                                      
   administrative expenses        3,500,518      3,361,263       3,563,800 

        Operating income         18,617,021     13,483,078       6,625,159 

Interest expense                 (1,443,836)      (533,862)     (2,734,677)
Interest income                   1,259,696      1,218,179         258,857 
Other expense, net                 (167,772)        (2,079)        (10,895)

        Income before                                                      
          income taxes           18,265,109     14,165,316       4,138,444 

Income tax expense               (7,300,000)    (6,313,800)     (2,700,000)

        Net income             $ 10,965,109    $ 7,851,516    $  1,438,444 

        Net income per                                                     
          common share            $ 0.52         $  0.37        $  0.10    

Number of common shares used                                               
   in per share calculation      20,912,705     21,409,177      14,504,527 

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


                                                        [Enlarge/Download Table]

               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                                   
             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                                 
           for the years ended December 31, 1995, 1994 and 1993                              


                                             Additional    Common                            
                       Common Stock           Paid-In       Stock    Retained                
                    Shares  Stated Value      Capital     Warrants   Earnings      Total     
---------------------------------------------------------------------------------------------
                                                                                             
Balances,                                                                                    
 January 1, 1993   9,092,084  $  909,208  $ 49,568,738  $ 402,805  $       0    $ 50,880,751 
Issuance of                                                                                  
 common stock:                                                                               
  Public offering  5,462,500     546,250    59,390,937                            59,937,187 
  Sale to Majority                                                                           
   Shareholder     3,484,321     348,432    19,651,571                            20,000,003 
  1993 rights                                                                                
   offering          345,476      34,548     1,703,287                            1,737,835  
  Directors'                                                                                 
   subscription       80,000       8,000       451,200                              459,200  
  Purchase of                                                                                
   KAZY(FM)          964,006      96,401     5,436,993                            5,533,394  
  Exercise of                                                                                
   stock options      52,886       5,289       275,914                              281,203  
  Other               18,539       1,854       155,728    (12,408)                  145,174  
Net income                                                           1,438,444    1,438,444  
---------------------------------------------------------------------------------------------
Balances,                                                                                    
 December 31,                                                                                
 1993             19,499,812    1,949,982   136,634,368   390,397    1,438,444  140,413,191  
Exercise of                                                                                  
 stock options        89,310        8,931       760,215                             769,146  
Other                  1,251          125        10,232      (230)                   10,127  
Net income                                                           7,851,516    7,851,516  
---------------------------------------------------------------------------------------------
Balances,                                                                                    
 December 31,                                                                                
 1994             19,590,373    1,959,038   137,404,815   390,167    9,289,960  149,043,980  
Purchase and                                                                                 
 retirement                                                                                  
 of stock         (1,515,300)    (151,530)  (21,542,302)                        (21,693,832) 
Purchase of                                                                                  
 stock by                                                                                    
 employee stock                                                                              
 purchase plan        43,785        4,378       470,251                             474,629  
Exercise of                                                                                  
 stock options        27,790        2,779       192,754                             195,533  
Other                 10,561        1,056        88,712    (2,112)                   87,656  
Net income                                                          10,965,109   10,965,109  
---------------------------------------------------------------------------------------------
Balances,                                                                                    
 December 31,                                                                                
 1995             18,157,209   $1,815,721  $116,614,230  $388,055  $20,255,069 $139,073,075  
=============================================================================================
               The accompanying notes are an integral part                                   
                of the consolidated financial statements.                                    

                                                                [Download Table]
               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                      
                  CONSOLIDATED STATEMENTS OF CASH FLOWS                         
           for the years ended December 31, 1995, 1994 and 1993                 



                                           1995           1994         1993     

                                                                                
Cash flows from operating activities:                                           
  Net income                            $10,965,109   $ 7,851,516   $ 1,438,444 
  Adjustments to reconcile net income                                           
    to net cash provided by                                                     
    operating activities:                                                       
     Depreciation                         3,251,360     2,506,661     2,258,818 
     Amortization of intangible assets    6,231,523     7,191,369     7,840,064 
     Provision for losses on accounts                                           
       and notes receivable               1,136,887     1,441,925       957,749 
      Refinancing fees                                               (2,455,770)
      Deferred income tax provision                                             
        (benefit)                          (560,000)     (355,000)    1,400,000 
     Other                                  237,418      (477,825)     (138,920)
     Changes in operating assets and                                            
       liabilities, net of effects                                              
        of acquisitions and disposals:                                          
         Accounts receivable             (2,343,943)   (5,765,899)   (5,677,825)
         Other current assets             1,029,161    (2,008,159)    1,487,404 
         Accounts payable                  (424,306)      371,913      (268,903)
         Accrued payroll and other                                              
            current liabilities           1,102,239       591,389     2,119,153 

Net cash provided by                                                            
  operating activities                   20,625,448    11,347,890     8,960,214 

                               (Continued)                                      

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


                                                                [Download Table]
               JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                       
                  CONSOLIDATED STATEMENTS OF CASH FLOWS                          
           for the years ended December 31, 1995, 1994 and 1993                  
                               (Continued)                                       



                                             1995           1994          1993   

                                                                                 
Cash flows from investing activities:                                            
  Payment received on notes receivable  $    392,500   $ 1,300,000               
  Capital expenditures                    (4,969,027)   (2,221,140)  $(1,495,317)
  Cash paid for acquisitions             (34,007,857)   (4,904,345)   (3,871,910)
  Purchase of intangible assets          (15,535,809)   (6,261,520)              
  Proceeds from sale of assets                           1,919,189               
  Loans originated and other             (10,220,300)   (3,482,379)     (160,158)
Net cash used by investing                                                       
    activities                           (64,340,493)  (13,650,195)   (5,527,385)

Cash flows from financing activities:                                            
  Proceeds from issuance of long-term                                            
    debt                                  45,500,000                  48,000,000 
  Purchase of common stock               (21,693,832)                            
  Proceeds from issuance of common stock     757,818       779,273    88,301,704 
  Reduction in long-term debt                                       (118,484,583)
  Payment of restructuring expenses         (387,000)     (119,729)   (5,061,925)

Net cash provided by                                                             
    financing activities                  24,176,986       659,544    12,755,196 

Net increase (decrease) in cash                                                  
  and cash equivalents                   (19,538,059)   (1,642,761)   16,188,025 
Cash and cash equivalents at                                                     
  beginning of year                       26,974,838    28,617,599    12,429,574 

Cash and cash equivalents at                                                     
  end of year                            $ 7,436,779   $26,974,838   $28,617,599 

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


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

1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS                              

Description of Business                                                   

The Company owns and operates 23 radio stations in seven                  
metropolitan markets throughout the United States.  On January    11,     
1993, the Company completed a recapitalization plan that                  
substantially modified its debt and capital structure.  Such              
recapitalization was accounted for as if it had been completed            
January 1, 1993.                                                          

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.                                                                     

Revenues                                                                  

Revenues for commercial broadcasting advertisements are                   
recognized when the commercial is broadcast.                                    

Barter Transactions                                                       

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.                                    

Consolidated Statements of Cash Flows                                     

For purposes of the consolidated statements of cash flows, the            
Company considers all highly liquid investments with a                          
maturity of three months or less, when purchased, to be cash                    
equivalents.  Income taxes aggregating $6,662,000, $5,545,000,    and           
$100,000 were paid during 1995, 1994 and 1993,                                  
respectively.  Interest paid was $1,378,000, $381,000, and                      
$3,107,000 during 1995, 1994, and 1993, respectively.  The       effect         
of barter transactions has been eliminated (see Note      12).                  

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:             

Land improvements                     20 Years        
Buildings                             25 Years        
Equipment                           3 to 20 Years     
Furniture and fixtures              5 to 12 Years     
Leasehold improvements              Life of lease     

Intangible Assets                                                         

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

Goodwill                            40 Years          
Other intangibles                 5 to 25 Years       

Other intangible assets consist primarily of various contracts            
and purchased intellectual property.                                      

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 and licenses 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 and licenses will be reduced                        
accordingly.                                                                    

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.                                        

Per Share Data                                                            

Income per share for the three years ended December 31, 1995     is       
based on the weighted average number of common shares                           
outstanding and gives effect to both dilutive stock options      and            
dilutive stock purchase warrants during the year.  Fully     diluted            
income per share is not presented since it               approximates           
income per share.                                                               

2. ACQUISITION OF LICENSES                                                      

In June 1993, the Company acquired the FCC license and certain            
contracts of radio station WLWA(AM) (formerly WKRC) in                    
Cincinnati, Ohio for $1,600,000 in cash.                                  

In September 1995, the Company exercised its purchase option     to       
acquire ownership of the FCC license of radio station KHTS-    FM               
(formerly KECR-FM) in San Diego, California for                                 
approximately $13,875,000 in cash.                                              

3. ACQUISITIONS                                                                 

In July 1993, the Company completed the acquisition of radio              
station KAZY(FM) in Denver, Colorado from its majority                    
shareholder.  The majority shareholder had purchased that        station        
for $5,500,000 and then sold the station to the          Company in c           
consideration of the issuance of shares of the        Company's common          
stock having a value, at $5.74 per share, equal to the majority                 
shareholder's cost for the station plus related acquisition costs.              
In connection with the acquisition, 964,006 shares of the Company's             
common stock were issued to the majority shareholder.                           

Effective January 1, 1994, the Company acquired an interest               
in Critical Mass Media, Inc. ("CMM") from the Company's                   
President.  In connection with the transaction, the President             
has the right to put the remaining interest to the Company                
between January 1, 1999 and January 1, 2000 for 300,000 shares            
of the Company's common stock.  If the put is not exercised by            
January 1, 2000, the Company has the right to acquire the                 
remaining interest prior to 2001 in exchange for 300,000                        
shares of the Company's common stock.  In connection with the             
acquisition, the Company recorded $3,017,000 in goodwill and a                  
$2,400,000 obligation included in other liabilities.                            

In March 1994, the Company entered into an agreement to          acquire  
the assets of radio station WPPT(FM) (formerly                                  
WIMJ) in Cincinnati, Ohio for $9,500,000 in cash.  Pending                
consummation of the transaction (which occurred in June 1995),    the           
Company operated the station under a Local Marketing         Agreement          
which commenced April 7, 1994, and expired upon        completion of the        
purchase.                                                                       

In 1994, the Company acquired the call letters, programming      and      
certain contracts of radio station KBPI(FM) in Denver,       Colorado and       
then changed the call letters of its FM broadcast    station KAZY to KBPI;      
the Company acquired the call letters,     programming and certain              
contracts of radio station WCKY(AM)                                             
in Cincinnati, Ohio and then changed the call letters of its     AM       
broadcast station WLWA to WCKY; the Company acquired radio    station           
KTLK(AM) (formerly KRZN) in Denver, Colorado; and the    Company acquired       
radio station WWST(FM) (formerly WWZZ) in       Knoxville, Tennessee.  The      
aggregate cash purchase price for                                               
these acquisitions was approximately $9.5 million.                        

In August 1995, the Company acquired certain operating assets    of       
radio stations WDUV(FM) and WBRD(AM) in Tampa, Florida for    approximately     
$14,000,000 in cash.                                                            

In 1995, the Company acquired the call letters, programming               
and certain contracts of radio station WOFX(FM) in Cincinnati,            
Ohio and then changed the call letters of its FM broadcast                
station WPPT to WOFX.  The Company also acquired radio                    
stations WSOL(FM) (formerly WHJX), WJBT(FM) and WZAZ(AM) in                     
Jacksonville, Florida.  The aggregate cash purchase price for                   
these acquisitions was approximately $9,750,000.                          

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 40 years.  The results of                
operations of the acquired businesses are included in the                 
Company's financial statements since the respective dates of              
acquisition.  Assuming each of the 1994 and 1995 acquisitions    had taken      
place at the beginning of 1994, unaudited pro forma    consolidated results     
of operations would have been as follows:                                       

                     Pro Forma (Unaudited)
                     Year Ended December 31,
                     1995             1994

Net broadcasting revenue      $121,214,000     $111,232,000           

Net income                      10,423,000        7,115,000           

Net income per share               0.50             0.33              

4. DISPOSITION                                                                  

In May 1994, the Company completed the sale of the business      and      
substantially all the assets of its wholly owned             subsidiary,        
Telesat Cable TV, Inc. under a contract dated                                   
December 1993.  The Company received approximately $2,000,000    in cash  
for this sale.                                                                  

5. PROPERTY AND EQUIPMENT                                                       

Property and equipment at December 31, 1995 and 1994 consist     of the   
following:                                                                      
                  1995                1994
Land and land                                                       
improvements             $ 2,575,224         $ 1,999,002        
Buildings                    2,584,556           1,912,432          
Equipment                   26,673,912          18,725,970          
Furniture and fixtures       3,505,363           2,346,041          
Leasehold improvements       3,184,683           2,116,548          
                  38,523,738          27,099,993
Less accumulated                                                    
depreciation              (7,722,513)         (4,471,152)       
                 $30,801,225         $22,628,841

6. INTANGIBLE ASSETS                                                            

Intangible assets at December 31, 1995 and 1994 consist of the            
following:                                                                      

                        1995          1994

Goodwill                        $120,947,774  $ 78,621,918          

Other                             27,488,624    25,952,816          
                       148,436,398   104,574,734
Less accumulated amortization    (21,278,636)  (15,031,433)         
                      $127,157,762  $ 89,543,301

7.   DEBT AGREEMENT                                                             

The Company's debt obligations at December 31, 1995 consist           
of the following:                                                     

Indebtedness under the Bank Credit                          
Agreement (described below) -                     

Senior reducing                               
 revolving facility             $ 38,500,000

Senior acquisition                            
 facility                          7,000,000
                                $ 45,500,000

The Company has an agreement with a group of lenders, as amended (the 
"1993 Credit Agreement"), which provides for a senior reducing        
revolving credit facility with a commitment of $39,550,000 at December
31, 1995 that expires on December 31, 2000 (the "Revolver") and a     
senior acquisition facility with a commitment of $55,000,000 that     
expires on September 30, 1996 (the "Acquisition Facility"). Both      
facilities are available for acquisitions permitted under conditions  
set forth in the Credit Agreement.                                    

The 1993 Credit Agreement requires that the commitment under the      
Revolver be reduced by $900,000 quarterly during 1996 and by          
increasing quarterly amounts thereafter, and, under certain           
circumstances, requires mandatory prepayments of any outstanding loans
and further commitment reductions under the 1993 Credit Agreement.    
Amounts outstanding under the Acquisition Facility at September 30,   
1996 are payable in 17 equal quarterly installments.                  

The indebtedness of the Company under the 1993 Credit Agreement is    
collateralized by liens on substantially all of the assets of the     
Company and its operating subsidiaries and by a pledge of the         
operating subsidiaries' stock, and is guaranteed by those             
subsidiaries.  The 1993 Credit Agreement contains restrictions        
pertaining to maintenance of financial ratios, capital expenditures,  
payment of dividends or distributions of capital stock and incurrence 
of additional indebtedness.                                           

Interest under the 1993 Credit Agreement is payable, at the option of 
the Company, at alternative rates equal to the Eurodollar rate plus   
1.25% to 2.25% or the base rate announced by Banque Paribas plus 0.25%
to 1.25%.  The spreads over the Eurodollar rate and such base rate    
vary from time to time, depending upon the Company's financial        
leverage.  The Company will pay quarterly commitment fees equal to    
3/8% per annum on the aggregate unused portion of the aggregate       
commitment on both facilities.  The Company also is required to pay   
certain other fees to the agent and the lenders for the administration
of the facilities and the use of the Acquisition Facility.            

In accordance with the terms of the 1993 Credit Agreement, the Company
entered into an interest rate protection agreement in March 1993 on   
the notional amount of $22,500,000 for a three-year term.  This       
agreement provides protection against the rise in the three-month     
LIBOR interest rate beyond a level of 7.25%.  The current three-month 
LIBOR interest rate is 5.3125%.                                       

8.   CAPITAL STOCK                                                              

During 1995, the Company purchased and retired 1,515,300 shares of its
own common stock at a cost of $21,693,832.  The Company's Board of    
Directors has authorized the Company to purchase up to an additional  
1,000,000 shares of its own common stock from time to time in open-   
market or negotiated transactions.                                    

The Company issued 2,014,233 warrants on January 1, 1993 to purchase  
2,014,233 shares of common stock at $8.30 which were recorded at their
estimated fair value of $0.20 per warrant.  The warrants may be       
exercised at any time prior to January 14, 2000, at which time the    
warrants expire.  During the year ended December 31, 1995, 10,561     
warrants were exercised.                                              

9.   INCOME TAXES                                                               

Income tax expense for the years ended December 31, 1995, 1994 and    
1993 is summarized as follows:                                        

              Federal      State       Total
1995:                                                                 
Current              $ 6,600,000  $1,260,000  $7,860,000        
Deferred                (500,000)    (60,000)   (560,000)       
             $ 6,100,000  $1,200,000  $7,300,000

1994:                                                                 
Current              $ 5,593,800  $1,075,000  $6,668,800        
Deferred                (300,000)    (55,000)   (355,000)       
             $ 5,293,800  $1,020,000  $6,313,800

1993:                                                                 
Current              $   900,000  $  400,000  $1,300,000        
Deferred               1,300,000     100,000   1,400,000        
             $ 2,200,000  $  500,000  $2,700,000

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

               1995       1994        1993
Federal income taxes                                                            
at the statutory rate      $ 6,392,788 $ 4,957,861 $ 1,407,071              
Amortization not deductible      606,137     606,137     404,660                
State income taxes, net of any                                                  
current federal income tax                                                  
benefit                        780,000     663,000     330,000              
Other                           (478,925)     86,802     558,269                
              $7,300,000  $6,313,800  $2,700,000

The tax effects of the significant temporary differences which        
comprise the deferred tax liability at December 31, 1995, 1994 and    
1993 are as follows:                                                  

              1995        1994        1993

Property and equipment  $12,208,187 $11,062,121 $11,172,498           
Intangibles              (1,456,567)   (860,566) (1,445,854)          
Accrued expenses         (1,992,093) (2,183,592)   (740,790)          
Reserve for pending sale                                              
of assets                                      (1,458,396)        
Other                      (142,071)  1,159,493     372,542           
Net Liability      $ 8,617,456 $ 9,177,456 $ 7,900,000      

10.  STOCK-BASED COMPENSATION PLANS                                             

In October 1995, the Financial Accounting Standards Board issued      
Statement of Financial Accounting Standards No. 123 "Accounting for   
Stock-Based Compensation."  The Company will continue to apply APB    
Opinion No. 25 in accounting for its plans as permitted by this       
statement.  This statement, however, requires that a company's        
financial statements include certain disclosures about stock-based    
employee compensation arrangements regardless of the method used to   
account for them.  Pro forma disclosures required by a company that   
elects to continue to measure compensation cost using APB Opinion No. 
25 will be made by the Company for the year ended December 31, 1996.  

At December 31, 1995, the Company has three stock-based compensation  
plans, which are described below.  The Company applies APB Opinion 25 
in accounting for its plans.  Accordingly, no compensation cost has   
been recognized for its fixed stock option plans and its stock        
purchase plan.                                                        

1993 Stock Option Plan                                                

Under the Company's 1993 stock option plan, options to acquire up to  
2,769,218 shares of common stock can be granted to officers and key   
employees at no less than the fair market value of the underlying     
stock on the date of grant.  The plan permits the granting of non-    
qualified stock options as well as incentive stock options.      The  
options vest 30% upon grant, 30% upon the first anniversary of the    
grant date and 20% per year for each of the next two years thereafter 
and expire 10 years after grant.  The plan will terminate no later    
than February 7, 2003.  Information pertaining to the plan for the    
years ended December 31, 1995, 1994 and 1993 is as follows:           

                   Number of      Option Price
                    Shares         Per Share
1995:                                   
Outstanding at beginning of year    1,286,310    $ 5.74 - $15.18                
Granted                               245,000    $13.88 - $15.60                
Exercised                             (27,790)   $ 5.74 - $ 6.46                
Outstanding at end of year          1,503,520    $ 5.74 - $15.60                
Exercisable at end of year          1,046,340    $ 5.74 - $14.04                
Available for grant at end of year  1,092,618                                   

                   Number of      Option Price
                    Shares         Per Share

1994:                                   
Outstanding at beginning of year    1,365,620    $ 5.74 - $ 6.46                
Granted                                10,000    $13.50 - $15.18                
Exercised                             (89,310)   $ 5.74 - $ 5.97                
Outstanding at end of year          1,286,310    $ 5.74 - $15.18                
Exercisable at end of year            734,670    $ 5.74 - $13.50                
Available for grant at end of year     87,618                                   

1993:                                   
Outstanding at beginning of year            0                                   
Granted                             1,535,910     $5.74 - $6.46                 
Exercised                             (55,980)        $5.74                     
Surrendered                          (114,310)    $5.97 - $6.46                 
Outstanding at end of year          1,365,620     $5.74 - $6.46                 
Exercisable at end of year            370,500         $5.74                     
Available for grant at end of year     97,618                                   

Directors' Stock Options                                              

The Company has granted nonqualified stock options to purchase up to  
65,000 shares of the Company's common stock to certain members of the 
Company's Board of Directors.  These options vest 30% upon grant, 30% 
upon the first anniversary of the grant date and 20% per year for each
of the next two years thereafter.  Options to purchase up to 40,000   
shares must be exercised in full prior to May 28, 1998 while the      
remaining options must be exercised in full prior to December 15,     
2004.  The exercise price of these options ranges from $5.74 per share
to $14.34 per share.                                                  

Employee Stock Purchase Plan                                          

Under the 1995 Employee Stock Purchase Plan, the Company is authorized
to issue up to 200,000 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 percent
of the lower of its beginning-of-year or end-of-year market price.    
Under the Plan, the Company sold 43,785 shares to employees in 1995 at
a purchase price of $10.84 per share.                                 

11.  COMMITMENTS AND CONTINGENCIES                                              

Lease Obligations                                                     

The Company and its subsidiaries lease certain land and facilities    
used in their operations, including local marketing agreements for    
certain radio stations.  Future minimum rental payments under all     
noncancellable            operating leases as of December 31, 1995 are
payable as follows:                                                   

1996               $ 2,958,000    
1997                 2,681,000    
1998                 2,340,000    
1999                 1,208,000    
2000                 1,106,000    
Thereafter           4,273,000    
               $14,566,000

Rental expense was approximately $3,471,000, $3,336,000, and          
$2,991,000 for the years ended December 31, 1995, 1994 and 1993,      
respectively.                                                         

The Company has a real estate lease for office space for its Atlanta  
operations with an affiliate of its majority shareholder.  The annual 
rental rate is approximately $330,000.                                

Legal Proceedings                                                     

The Company is a party to various legal proceedings.  In the opinion  
of management, all such matters are adequately covered by insurance,  
or if not so covered, are without merit or are of such kind, or       
involve such amounts, as would not have a significant effect on the   
financial position or results of operations of the Company.           

12.  BARTER TRANSACTIONS                                                        

Barter revenue was approximately $4,976,000, $4,647,000, and          
$5,061,000 in 1995, 1994 and 1993, respectively.  Barter expense was  
approximately $5,166,000, $4,164,000, and  $4,941,000 in 1995, 1994   
and 1993, respectively.                                               

Included in accounts receivable and accounts payable in the           
accompanying consolidated balance sheets for 1995 and 1994 are barter 
accounts receivable (merchandise or services due the Company) of      
approximately $927,000 and $1,372,000, respectively, and barter       
accounts payable (air time due supplier of merchandise or service) of 
approximately $1,012,000 and $1,000,000, respectively.                

13.  RETIREMENT PLAN                                                            

The Company maintains a defined contribution retirement plan covering 
substantially all employees who have met eligibility requirements.    
The Company matches 50% of participating employee contributions,      
subject to a maximum contribution by the Company of 1 1/2% of such    
employee's annual compensation up to $150,000 of such compensation.   
Total expense related to this plan was $334,253, $289,487, and        
$237,875 in 1995, 1994 and 1993, respectively.                        

14.  SUBSEQUENT EVENTS                                                          

Acquisitions                                                          

In February 1996, the Company entered into an agreement to acquire    
Noble Broadcast Group, Inc. ("Noble"), for   $152,000,000 in cash.    
Noble owns 10 radio stations, 4 of which serve Denver, Colorado, with 
3 each serving St. Louis, Missouri and Toledo, Ohio; and provides     
programming to and sells air time for two stations serving the San    
Diego market.  The broadcast signals for the stations serving the San 
Diego market originate from Mexico.  The agreement is subject to the  
approval of the Federal Communications Commission and the satisfaction
of certain other conditions.  Pending consummation of the transaction,
the Company entered into Time Brokerage Agreements for the stations in
St. Louis and Toledo which began February 21, 1996, and will expire on
the purchase date.  The Company will finance this acquisition from the
proceeds of a new credit facility discussed below.                    

In February 1996, the Company signed an agreement and plan of merger  
to acquire Citicasters Inc. ("Citicasters") owner of 19 radio stations
in eight U.S. markets as well as two network affiliated television    
stations.  Citicasters' radio stations serve Atlanta, Georgia;        
Cincinnati and Columbus, Ohio; Kansas City, Kansas and Missouri;      
Phoenix, Arizona; Portland, Oregon; Sacramento, California; and Tampa,
Florida.  The television stations serve Cincinnati, Ohio and Tampa,   
Florida.  The agreement is subject to the approval of the Federal     
Communications Commission and the satisfaction of certain other       
conditions.  In conjunction with this agreement, the Company has      
delivered to the seller a $75,000,000 non-refundable deposit in the   
form of a letter of credit.  The letter of credit requires annual fees
of 1.25% and can be drawn upon by Citicasters if the merger agreement 
is terminated.                                                        

Jacor will pay $29.50 in cash, plus, in the event that the closing    
does not occur prior to October 1, 1996, for each full calendar month 
ending prior to the merger commencing with October 1996, an additional
amount of $.22125 in cash.  In addition, for each share of Citicasters
common stock held, Citicasters shareholders will receive one Jacor    
warrant to purchase a fractional share of Jacor common stock (which   
fraction is anticipated to be .2035247) at a price of $28.00 per full 
share of Jacor common stock.  If the merger is not consummated by     
October 1, 1996, the exercise price for the warrants to purchase      
4,400,000 shares of Jacor stock will be reduced to $26.00 per share.  
The cash purchase price, which is approximately $630,000,000, will    
increase by approximately $5,000,000 for each full month subsequent to
October, 1996 but prior to the merger.                                

New Credit Agreement                                                  

On February 20, 1996 the Company entered into a new credit facility.  
The Company's new senior debt consists of two facilities (the         
"Facilities") provided under an agreement (the "Existing Credit       
Facility") with ten banks: a $190,000,000 reducing revolving credit   
facility ("Revolving A Loans") and a $110,000,000 reducing revolving  
credit facility ("Revolving B Loans").  Both facilities mature on     
December 31, 2003.  The indebtedness of the Company under the         
Facilities is collateralized by liens on substantially all of the     
assets of the Company and its operating subsidiaries and by a pledge  
of the operating subsidiaries' stock, and is guaranteed by those      
subsidiaries.                                                         

The Revolving A Loans will be used primarily to refinance existing    
debt and to complete the Noble acquisition.  The Revolving B Loans    
will be used to finance acquisitions, stock repurchases and for       
working capital and other general corporate purposes.                 

The commitment under the Revolving A Loans will be reduced by         
$2,500,000 each quarter commencing January 1, 1997 and by increasing  
quarterly amounts in each succeeding year.  The commitment under the  
Revolving B Loans will be reduced by $5,000,000 for each quarter      
commencing January 1, 1998.                                           

The Company is required to make mandatory prepayments of the          
Facilities equal to (i) net proceeds from any debt offerings, (ii) 50%
of net proceeds from any equity offerings to bring the Company's      
leverage ratio down to 5 to 1, (iii) 50% of excess cash flow, as      
defined, beginning in 1997, and (iv) net after tax proceeds received  
from asset sales or other dispositions.                               

Interest under the Facilities is payable, at the option of the        
Company, at alternative rates equal to the Eurodollar rate plus 1% to 
2 3/4% or the base rate announced by Banque Paribas plus up to 1 1/2%.
The spreads over the Eurodollar rate and such base rate vary from time
to time, depending upon the Company's financial leverage.  The Company
will pay quarterly commitment fees of 3/8% to 1/2% per annum on the   
unused portion of the commitment on both Facilities depending on the  
Company's financial leverage.  The Company also is required to pay    
certain other fees to the agent and the lenders for the administration
of the Facilities.                                                    

The Existing Credit Facility contains a number of covenants which,    
among other things, require the Company to maintain specified         
financial ratios and impose certain limitations on the Company with   
respect to (i) the incurrence of additional indebtedness; (ii)        
investments and acquisitions, except under specified conditions; (iii)
the incurrence of additional liens; (iv) the disposition of assets;   
(v) the payment of cash dividends; (vi) capital expenditures; and     
(vii) mergers, changes in business, and transactions with affiliates. 

Supplementary Data                                                              

Quarterly Financial Data                                                        
for the years ended December 31, 1995 and 1994 (Unaudited)                      

                                                                [Download Table]


                            First        Second        Third        Fourth   
                           Quarter       Quarter      Quarter       Quarter  

                                                                             
1995                                                                         
Net revenue             $24,016,183   $30,866,300   $32,293,562   $31,714,786
Operating income          1,060,526     5,628,006     5,899,472     6,029,017
Net income                  751,314     3,528,561     3,488,305     3,196,929
Net income per                                                               
   common share (1)           0.04          0.17          0.17         0.16  

1994                                                                         
Net revenue             $19,782,029   $30,010,219   $28,498,476   $28,719,724
Operating income (loss)    (519,163)    4,364,512     4,784,215     4,853,514
Net income (loss)          (220,443)    2,374,259     2,629,384     3,068,316
Net income (loss) per                                                        
   common share (1)         (0.01)          0.11          0.12         0.14  

<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.                           


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

None.                                     

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

PART III                  

Item 10. Directors and Executive Officers of Registrant                         

The information set forth under the captions "Election of Directors,"           
"Board of Directors, Its Committees, Meetings and Functions," and "Security     
Ownership of Certain Beneficial Owners and Management-Reports of Changes in     
Beneficial Ownership" contained in the Company's definitive Proxy Statement     
to be filed during April 1996 for the Annual Meeting of Shareholders            
presently scheduled to be held on May 13, 1996, is incorporated herein by       
reference.  Certain information with respect to the executive officers of       
Registrant is set forth under the caption "Executive Officers of                
Registrant" appearing at the end of Part I of this Report.                      

Item 11. Executive Compensation                                                 

The information set forth under the caption "Executive Compensation"            
contained in the Company's definitive Proxy Statement to be filed during        
April 1996 for the Annual Meeting of Shareholders presently scheduled to be     
held on May 13, 1996, is incorporated herein by reference, except that the      
information required by Items 402(k) and (l) of Regulation S-K which appear     
within such caption under the sub-headings "Compensation Committee Report"      
and "Stock Performance" are specifically not incorporated by reference into     
this Form 10-K or into any other filing by the Company under the Securities     
Act of 1933 or the Securities Exchange Act of 1934.                             

Item 12. Security Ownership of Certain Beneficial Owners and Management         

The information set forth under the caption "Security Ownership of Certain      
Beneficial Owners and Management," contained in the Company's definitive        
Proxy Statement to be filed during April 1996 for the Annual Meeting of         
Shareholders presently scheduled to be held on May 13, 1996, is                 
incorporated herein by reference.                                               

Item 13. Certain Relationships and Related Transactions                         

The information set forth under the caption "Certain Relationships and          
Related Transactions" contained in the Company's definitive Proxy Statement     
to be filed during April 1996 for the Annual Meeting of Shareholders            
presently scheduled to be held on May 13, 1996, is incorporated herein by       
reference.                                                                      

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

PART IV                 

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

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

(1) Financial Statements                                    
The financial statements of Registrant as set     
forth under Item 8 of this Report on Form 10-K                                  

                                     Page Number

(2) Financial Statement Schedules                           

Report of Coopers & Lybrand,                        
Independent Accountants                49   

Schedule II - Valuation and Qualifying              
Accounts and Reserves                  96   

Schedules other than those listed             
above are omitted for the reason              
that they are not applicable or are           
not required or the information is            
included in the financial statements          
or notes thereto.                             

(3)  Exhibits                                               

Reference is made to the exhibit index            
commencing on page 79 hereof, listing             
the exhibits included as part of this             
Report                                            

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

(b) Reports on Form 8-K:                                              

No reports on Form 8-K have been filed during the last      
quarter of the period covered by this report.               

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, 1996         By  /s/ R. Christopher Weber                       
       R. Christopher Weber,
           Senior 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, 1996                   /s/ Randy Michaels                       
             Randy Michaels,
                 President, Co-Chief
                            Operating Officer and Director
                           (Principal Executive Officer)

Date  March 29, 1996                /s/ Robert L. Lawrence                      
           Robert L. Lawrence,
                  Co-Chief Operating Officer
    and Director

Date  March 29, 1996                /s/ Sheli Z. Rosenberg                      
           Sheli Z. Rosenberg,
                Board Chair and Director

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

SIGNATURES, Continued                 

Date  March 29, 1996                 /s/ John W. Alexander                      
            John W. Alexander,
        Director

Date  March 29, 1996                /s/ Rod F. Dammeyer                         
        Rod F. Dammeyer,
    Director

Date  March 29, 1996                  /s/ F. Philip Handy                       
            F. Philip Handy,
        Director

Date  March 29, 1996                    /s/ Marc Lasry                          
           Marc Lasry,
          Director

Date  March 29, 1996                /s/ R. Christopher Weber                    
            R. Christopher Weber
                 Senior Vice President and
               Chief Financial Officer
                (Principal Financial and
           Accounting Officer)

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

2.1      Agreement and Plan of Merger dated February 12, 1996                 
   (the "Merger Agreement") among Citicasters Inc., the Registrant
  and JCAC, Inc. Incorporated by reference to Exhibit 2.1 to the
    Registrant's Current Report on Form 8-K dated February 27, 1996.
*                                                           

2.2      Stockholders Agreement dated February 12, 1996 among                 
 the Registrant, 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 2.2 to the
    Registrant's Current Report on Form 8-K dated February 27, 1996.
*                                                           

2.3      Jacor Shareholders Agreement dated February 12, 1996                 
   among Citicasters Inc. and Zell/Chilmark Fund L.P. Incorporated
     by reference to Exhibit 2.3 to the Registrant's Current Report on
Form 8-K dated February 27, 1996.  *                        

2.4      Escrow Agreement among the Registrant, Citicasters Inc.              
    and PNC Bank dated March 13, 1996.  Incorporated by reference to
     Exhibit 2.4 to Registrant's Form S-3 Registration Statement filed
     with the Securities and Exchange Commission on March 22, 1996.  *

2.5      Irrevocable Letter of Credit, Banque Paribas, Chicago                
Branch dated March 13, 1996.  Incorporated by reference to  
     Exhibit 2.5 to Registrant's Form S-3 Registration Statement filed
     with the Securities and Exchange Commission on March 22, 1996.  *

2.6      Letter of Credit and Reimbursement Agreement by and                  
   between the Registrant and Banque Paribas dated March 13, 1996.
     Incorporated by reference to Exhibit 2.6 to Registrant's Form S-3
 Registration Statement filed with the Securities and Exchange
Commission on March 22, 1996.  *                            

2.7      Form of Employment Continuation Agreement (executive                 
  officer form) between Citicasters Inc. and [executive officer]
(referred to as exhibit 6.6(c)(i) in Merger Agreement).     
Incorporated by reference to Exhibit 2.5 to the Registrant's
Current Report on Form 8-K dated February 27, 1996.  *      

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

2.8      Form of Employment Continuation Agreement (management                
form) between Citicasters Inc. and [manager] (referred to as
exhibit 6.6(c)(ii) in Merger Agreement).  Incorporated by   
  reference to Exhibit 2.6 to the Registrant's Current Report on
Form 8-K dated February 27, 1996.  *                        

2.9      Form of Warrant Agreement between the Registrant, and                
     KeyCorp Shareholder Services, Inc., as warrant agent (referred to
   as exhibit 3.1 in Merger Agreement).  Incorporated by reference
 to Exhibit 2.7 to the Registrant's Current Report on Form 8-K
dated February 27, 1996.  *                                 

2.10     Stock Purchase and Stock Warrant Redemption Agreement                
  dated as of February 20, 1996 among the Registrant, Prudential
     Venture Partners II, L.P., Northeast Ventures, II, John T. Lynch,
     Frank A. DeFrancesco, Thomas R. Jiminez, William R. Arbenz, CIHC,
Incorporated, Bankers Life Holding Corporation and Noble    
 Broadcast Group, Inc. ("Noble") (omitting exhibits not deemed
    material or filed separately in executed form).  [Prudential and
 Northeast are sometimes referred to hereafter as the "Class A
Shareholders"; Lynch, DeFrancesco, Jiminez and Arbenz as the
    "Class B Shareholders"; and CIHC and Bankers Life as the Warrant
Sellers.]  Incorporated by reference to Exhibit 2.1 to the  
   Registrant's Current Report on Form 8-K dated March 6, 1996.  *

2.11     Investment Agreement dated as of February 20, 1996                   
among the Registrant, Noble and the Class B Shareholders    
(omitting exhibits not deemed material).  Incorporated by   
  reference to Exhibit 2.2 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.  *                            

2.12     Warrant to Purchase Class A Common Stock of Noble                    
   issued to the Registrant.  Incorporated by reference to Exhibit
     2.3 to the Registrant's Current Report on Form 8-K dated March 6,
1996.  *                                                    
INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

2.13     Indemnification and Escrow Agreement dated as of                     
February 20, 1996 among the Registrant, Noble, the Class A  
    Shareholders, the Class B Shareholders, the Warrant Sellers, The
    Fifth Third Bank and Conseco, Inc.  Incorporated by reference to
    Exhibit 2.4 to the Registrant's Current Report on Form 8-K dated
March 6, 1996.  *                                           

2.14     Stock Escrow and Security Agreement dated as of                      
February 20, 1996 among the Registrant, Noble, the Class B  
  Shareholders, Philip H. Banks, as trustee, and The Fifth Third
   Bank, as escrow agent (omitting exhibits not deemed material or
     filed separately in executed form).  Incorporated by reference to
    Exhibit 2.5 to the Registrant's Current Report on Form 8-K dated
March 6, 1996.  *                                           

2.15     Trust Agreement dated as of February 20, 1996 among                  
    the Class B Shareholders and their spouses, and Philip H. Banks,
as trustee.  Incorporated by reference to Exhibit 2.6 to the
   Registrant's Current Report on Form 8-K dated March 6, 1996.  *

2.16     Registration Rights Agreement dated as of February 20,               
     1996 between the Registrant and Noble.  Incorporated by reference
 to Exhibit 2.7 to the Registrant's Current Report on Form 8-K
dated March 6, 1996.  *                                     

2.17     Asset Purchase Agreement dated as of February 20, 1996               
among Chesapeake Securities, Inc. (a Registrant subsidiary),
    Noble Broadcast of San Diego, Inc., Sports Radio, Inc. and Noble
    Broadcast Center, Inc.  Incorporated by reference to Exhibit 2.7
 to the Registrant's Current Report on Form 8-K dated March 6,
1996.  *                                                    

2.18     Jacor-CMM Limited Partnership Agreement of Limited                   
  Partnership dated January 1, 1994, by and between Jacor Cable,
    Inc., Up Your Ratings, Inc. and the Registrant.  Incorporated by
 reference to Exhibit 2.2 of the Registrant's Annual Report on
Form 10-K dated March 30, 1995.  *                          

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

2.19     Amendment No. 1 to Jacor-CMM Limited Partnership                     
Agreement of Limited Partnership dated July 22, 1994, by and
between Jacor Cable, Inc., Up Your Ratings, Inc. and the    
   Registrant to amend the Jacor-CMM Limited Partnership Agreement
  of Limited Partnership dated January 1, 1994.  Incorporated by
 reference to Exhibit 2.3 of the Registrant's Annual Report on
Form 10-K dated March 30, 1995.  *                          

2.20     Amendment No. 2 to Jacor-CMM Limited Partnership                     
 Agreement of Limited Partnership with an effective date as of
January 1, 1994, by and between Jacor Cable, Inc., Up Your  
   Ratings, Inc. and the Registrant to amend the Jacor-CMM Limited
 Partnership Agreement of Limited Partnership dated January 1,
1994. Incorporated by reference to Exhibit 2.4 of the       
    Registrant's Annual Report on Form 10-K dated March 30, 1995.  *

3.1      Amended and Restated Articles of Incorporation of the                
Registrant.  Incorporated by reference to Exhibit 4 to the  
     Registration Statement on Form 8-A, effective January 22, 1993. *

3.2      Amended and Restated Code of Regulations of the                      
Registrant.  Incorporated by reference to Exhibit 3 of the  
     Registrant's Quarterly Report on Form 10-Q dated July 29, 1994. *

4.1      Specimen Common Stock Certificate.  Incorporated by                  
reference to Exhibit 2.1 to the Registrant's Form 8-A, dated
January 12, 1993.                                           

4.2      Credit Agreement dated as of February 20, 1996, among                
the Registrant, the Banks named therein, Banque Paribas, as 
    Agent, and The First National Bank of Boston and Bank of America
    Illinois, as Co-Agents (omitting exhibits not deemed material or
     filed separately in executed form).  Incorporated by reference to
    Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated
March 6, 1996.  *                                           

4.3      Revolving A Note in favor of Banque Paribas by the                   
 Registrant dated as of February 20, 1996. (1) Incorporated by
  reference to Exhibit 4.2 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.  *                            

4.4      Revolving B Note in favor or Banque Paribas by the                   
 Registrant dated as of February 20, 1996. (1) Incorporated by
  reference to Exhibit 4.3 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.  *                            

4.5      Security Agreement dated as of February 20, 1996 among               
 the Registrant, Banque Paribas, as Agent, for itself, the Co-
     Agents and the Banks. Incorporated by reference to Exhibit 4.4 to
     the Registrant's Current Report on Form 8-K dated March 6, 1996.*

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

4.6      Pledge Agreement dated as of February 20, 1996 among                 
 the Registrant, Banque Paribas, as Agent, for itself, the Co-
   Agents and the Banks.  Incorporated by reference to Exhibit 4.5
 to the Registrant's Current Report on Form 8-K dated March 6,
1996.  *                                                    

4.7      Trademark Security Agreement dated as of February 20,                
    1996 among the Registrant, Banque Paribas, as Agent, for itself,
the Co-Agents and the Banks.  Incorporated by reference to  
    Exhibit 4.6 to the Registrant's Current Report on Form 8-K dated
March 6, 1996.  *                                           

4.8      Subsidiary Guaranty dated as of February 20, 1996, by                
various subsidiaries of the Registrant in favor of Banque   
   Paribas, as Agent, for itself, the Co-Agents and the Banks. (2)
Incorporated by reference to Exhibit 4.7 to the Registrant's
Current Report on Form 8-K dated March 6, 1996.  *          

4.9      Subsidiary Security Agreement dated as of February 20,               
     1996, by various Company subsidiaries in favor of Banque Paribas,
as Agent, for itself, the Co-Agents and the Banks (omitting 
    exhibits not deemed material). (2)  Incorporated by reference to
    Exhibit 4.8 to the Registrant's Current Report on Form 8-K dated
March 6, 1996.  *                                           

4.10     Primary Pledge Agreement dated as of February 20, 1996               
among Chesapeake Securities, Inc. (a subsidiary of the      
   Registrant), Banque Paribas as Agent, for itself, the Co-Agents
  and the Banks. (3) Incorporated by reference to Exhibit 4.9 to
    the Registrant's Current Report on Form 8-K dated March 6, 1996.
*                                                           

4.11     Secondary Pledge Agreement dated as of February 20,                  
  1996 between the Registrant and Chesapeake Securities, Inc. (a
   subsidiary of the Registrant). (4) Incorporated by reference to
     Exhibit 4.10 to the Registrant's Current Report on Form 8-K dated
March 6, 1996.  *                                           

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

4.12     Subsidiary Trademark Agreement dated as of February 20,              
1996 among Jacor Broadcasting of Tampa Bay, Inc., Jacor     
     Broadcasting of Atlanta, Inc., Jacor Broadcasting Corporation and
     Jacor Broadcasting of Florida, Inc. in favor of Banque Paribas as
    Agent, for itself, the Co-Agents and the Banks.  Incorporated by
   reference to Exhibit 4.11 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.  *                            

4.13     Deed to Secure Debt and Security Agreement, dated as                 
of February 20, 1996, by and between Jacor Broadcasting of  
Atlanta, Inc. and Banque Paribas, as Agent.  Incorporated by
   reference to Exhibit 4.12 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.  *                            

4.14     Deed of Trust and Security Agreement, dated as of                    
   February 20, 1996, between Jacor Broadcasting of Colorado, Inc.
 and the Public Trustee in the County of Weld and the State of
  Colorado. (6) Incorporated by reference to Exhibit 4.13 to the
   Registrant's Current Report on Form 8-K dated March 6, 1996.  *

4.15     Open-End Mortgage, Assignment of Rents and Leases and                
     Security Agreement, dated February 20, 1996, by and between Jacor
Broadcasting Corporation and Banque Paribas, as Agent. (7)  
 Incorporated by reference to Exhibit 4.14 to the Registrant's
Current Report on Form 8-K dated March 6, 1996.  *          

4.16     Open-End Mortgage, Assignment of Rents and Leases and                
Security Agreement dated as of February 20, 1996, by Jacor  
  Broadcasting of Tampa Bay, Inc. in favor of Banque Paribas, as
Agent. (8) Incorporated by reference to Exhibit 4.15 to the 
  Registrant's Current Report on Form 8-K dated March 6, 1996. *

4.17     Deed of Trust and Security Agreement, Assignment of                  
     Leases, Rents and Profits, Financing Statement and Fixture Filing
 made by Chesapeake Securities, Inc. for the Benefit of Banque
   Paribas, as Agent, dated as of February 20, 1996.  Incorporated
   by reference to Exhibit 4.16 to the Registrant's Current Report
on Form 8-K dated March 6, 1996. *                          

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

4.18     Second Consolidated Amended and Restated Intercompany                
    Demand Note issued to the Company by various subsidiaries of the
 Registrant dated as of February 20, 1996. (5) Incorporated by
   reference to Exhibit 4.17 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.  *                            

4.19     Second Amended and Restated Intercompany Security                    
   Agreement and Financing Statement dated as of February 20, 1996
     by various subsidiaries of the Registrant in favor of the Company
(omitting exhibits not deemed material). (2) Incorporated by
   reference to Exhibit 4.18 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.  *                            

4.20(+)  Restricted Stock Agreement dated as of June 23, 1993                 
by and between the Registrant and Rod F. Dammeyer. (9)      
Incorporated by reference to Exhibit 4.2 to the Registrant's
Quarterly Report on Form 10-Q dated August 13, 1993. *      

4.21(+)  Stock Option Agreement dated as of June 23, 1993                     
     between the Registrant and Rod F. Dammeyer covering 10,000 shares
    of the Registrant's common stock. (10) Incorporated by reference
    to Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q
dated August 13, 1993.  *                                   

4.22(+)  Stock Option Agreement dated as of December 15, 1994                 
    between the Registrant and Rod F. Dammeyer covering 5,000 shares
    of the Registrant's common stock. (11) Incorporated by reference
     to Exhibit 4.23 to the Registrant's Quarterly Report on Form 10-Q
dated August 13, 1993.  *                                   

10.1      Credit Agreement dated as of February 20, 1996 among                  
Broadcast Finance, Inc. (a Registrant subsidiary), Noble    
Broadcast Group, Inc. and Noble Broadcast Holdings, Inc.    
 (omitting exhibits not deemed material or filed separately in
     executed form).  Incorporated by reference to Exhibit 10.1 to the
   Registrant's Current Report on Form 8-K dated March 6, 1996.  *

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

10.2      Subsidiary Guaranty dated as of February 20,1996 in                   
     favor of Broadcast Finance, Inc. by Noble Broadcast Center, Inc.,
    Noble Broadcast of Colorado, Inc., Noble Broadcast of St. Louis,
Inc., Noble Broadcast of Toledo, Inc., Nova Marketing Group,
Inc., Noble Broadcast Licenses, Inc., Noble Broadcast of San
  Diego, Inc., Sports Radio, Inc. and Sports Radio Broadcasting,
Inc.  Incorporated by reference to Exhibit 10.2 to the      
   Registrant's Current Report on Form 8-K dated March 6, 1996.  *

10.3      Term Note in the amount of $40,000,000 by Noble                       
Broadcast Holdings, Inc. in favor of Broadcast Finance, Inc.
dated as of February 20, 1996. Incorporated by reference to 
     Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated
March 6, 1996.  *                                           

10.4      Revolving Note in the amount of $1,000,000 by Noble                   
Broadcast Holdings, Inc. in favor of Broadcast Finance, Inc.
dated as of February 20, 1996.  Incorporated by reference to
     Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated
March 6, 1996.  *                                           

10.5(+)   Jacor Communications, Inc. 1993 Stock Option Plan.                    
   Incorporated by reference to Exhibit 99 to the Quarterly Report
on Form 10-Q dated August 13, 1993. *                       

10.6(+)   Jacor Communications, Inc. 1995 Employee Stock                        
    Purchase Plan.  Incorporated by reference to Exhibit 4.01 to the
     Registration Statement on Form S-8, filed on November 9, 1994.  *

11        Statement re computation of per share earnings.  See                  
page 90.                                                    

21        Subsidiaries of Registrant.  See page 91.                             

23.1      Consent of Independent Accountants.  See page 92.                     

27        Financial Data Schedule.  See page 93.                                

99.1      Press Release dated February 13, 1996.  See pages                     
94 and 95.                                                  

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

`                                                 

(*)  Incorporated by reference as indicated.                                    

(+)  Management Contracts and Compensatory Arrangements.                        

(1)  Identical Notes were issued by the Company in favor of                     
the following Banks:                                                  
The First National Bank of Boston                           
Bank of America Illinois                                    
Bank of Montreal                                            
The Bank of New York                                        
The Bank of Nova Scotia                                     
CIBC, Inc.                                                  
First Bank                                                  
Society National Bank                                       
Union Bank                                                  
The aggregate principal amount of Revolving A Notes is $190 million.  
The aggregate principal amount of the Revolving B Notes is $110       
million.                                                              

(2)  Executed by the following subsidiaries of the Registrant:                  
Jacor Broadcasting of Florida, Inc.                         
Jacor Broadcasting of Atlanta, Inc.                         
Jacor Broadcasting of Knoxville, Inc.                       
Jacor Broadcasting of Colorado, Inc.                        
Jacor Broadcasting of Tampa Bay, Inc.                       
Jacor Broadcasting of St. Louis, Inc.                       
Jacor Cable, Inc.                                           
Georgia Network Equipment, Inc.                             
Jacor Broadcasting Corporation                              
Broadcast Finance, Inc.                                     
Chesapeake Securities, Inc.                                 
OIA Broadcasting L.L.C.                                     

(3)  An identical Primary Pledge Agreement was executed by Jacor                
Broadcasting of Atlanta, Inc.                                         

(4)  An identical Secondary Pledge Agreement was executed by                    
Jacor Broadcasting of Atlanta, Inc.                                   

INDEX TO EXHIBIT      

Exhibit             Name and Description/Location                               

(5)  Such notes were issued by the subsidiaries of the                          
Registrant identified in (2) above.                                   

(6)  A substantially similar document was entered into by Jacor                 
Broadcasting of Colorado, Inc. relating to real property              
located in Douglas County, Colorado.                                  

(7)  A substantially similar document was entered into by Jacor                 
Broadcasting Corporation relating to real property located            
in Hamilton County, Ohio.                                             

(8)  Substantially similar documents were entered into by Jacor                 
of Tampa Bay, Inc. relating to real property located in Manatee       
County, Florida and by Jacor Broadcasting of Florida relating to real 
property located in Duval County, Florida and St. Johns County,       
Florida.                                                              

(9)  Substantially identical documents were entered into with                   
John W. Alexander, F. Philip Handy and Marc Lasry covering            
20,000, 30,000 and 10,000 shares of common stock,      respectively.  

(10) Identical documents were entered into with John W.                         
Alexander, F. Philip Handy and Marc Lasry.                            

(11) Identical documents were entered into with John W.                         
Alexander, F. Philip Handy, Marc Lasry and Sheli Z.                   
Rosenberg.                                                            

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

REPORT OF INDEPENDENT ACCOUNTANTS                 

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

Our report on the consolidated financial statements of Jacor                    
Communications, Inc. and Subsidiaries is included on page 49 of this Form       
10-K.  In connection with our audits of such financial statements, we have      
also audited the related financial statement schedule listed in the index       
on page 75 of this Form 10-K.                                                   

In our opinion, the financial statement schedule referred to above, when        
considered in relation to the basic financial statements taken as a whole,      
presents fairly, in all material respects, the information required to be       
included therein.                                                               

COOPERS & LYBRAND L.L.P.                                                        
Cincinnati, Ohio                                                                
February 12, 1996 except for                                                    
Note 14, as to which the                                                        
date is March 13, 1996                                                          

                                                                [Download Table]
          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                      
                          EXHIBIT 11                                       
  Computation of Consolidated Income (Loss) Per Common Share               
     for the Years ended December 31, 1995, 1994 and 1993                  



                                        1995           1994         1993   

                                                                           
Income for primary and fully                                               
  diluted computation:                                                     
     Income                         $10,965,109   $  7,851,516  $ 1,438,443

Primary (1):                                                               
     Weighted average common shares                                        
       and dilutive common stock                                           
       equivalents:                                                        
          Common stock outstanding   18,907,900     19,572,652   13,163,264
          Stock purchase warrants       911,203        797,529      611,879
          Stock options                 793,602        738,996      729,384
          Contingently issuable                                            
            common shares               300,000        300,000             
                                     20,912,705     21,409,177   14,504,527

Primary income per common share:       $ 0.52         $ 0.37       $ 0.10  

<FN>                                                                       

NOTE:                                                                      

1.   Fully diluted earnings per share is not presented since it            
     approximates primary income per share.                                

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

EXHIBIT 21                  

The following is a list of the subsidiaries of the Company as of December       
31, 1995.  All of these subsidiaries are included in the Consolidated           
Financial Statements which are a part of this report.                           

Percentage                                                                      
                       State of      of Equity
Name of Company         Relationship  Incorporation   Ownership                 

Jacor Broadcasting       Subsidiary      Florida         100%                   
of Florida, Inc.                                                            

Jacor Broadcasting       Subsidiary      Georgia         100%                   
of Atlanta, Inc.                                                            

Jacor Broadcasting       Subsidiary      Delaware        100%                   
of Knoxville,Inc.                                                           

Jacor Broadcasting                                                              
of Colorado, Inc.      Subsidiary      Colorado        100%                 

Jacor National Corp.     Subsidiary      Delaware        100%                   

Jacor Broadcasting                                                              
of Tampa Bay, Inc.     Subsidiary      Florida         100%                 

Jacor Cable, Inc.        Subsidiary      Kentucky        100%                   

Jacor Broadcasting                                                              
Corporation            Subsidiary      Ohio            100%                 

Broadcast Finance, Inc.  Subsidiary      Ohio            100%                   

Chesapeake Securities,                                                          
Inc.                   Subsidiary      Delaware        100%                 

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                 

EXHIBIT 23.1                  

CONSENT OF INDEPENDENT ACCOUNTANTS                  

We consent to the incorporation by reference in the registration statements     
of Jacor Communications, Inc. on Forms S-8 (File No. 33-65126, File No. 33-     
10329, and File No. 33-56385) and on Form S-3 (File No. 33-53612) of our        
reports dated February 12, 1996 except for Note 14, as to which the date is     
March 13, 1996 on our audits of the consolidated financial statements and       
financial statement schedule of Jacor Communications, Inc. and Subsidiaries     
as of December 31, 1995 and 1994 and for the years ended December 31, 1995,     
1994 and 1993, which reports are included in this Annual Report on Form         
10-K.                                                                           

COOPERS & LYBRAND L.L.P.                                                        
Cincinnati, Ohio                                                                
March 28, 1996                                                                  

                         EXHIBIT  99.1

JACOR REPORTS CONTINUED IMPROVEMENTS IN     
BROADCAST CASH FLOW     

CINCINNATI,  FEBRUARY 13 - Jacor Communications, Inc. (NASDAQ: JCOR), owner     
and operator of radio stations in seven U.S. markets, today reported a 19-      
percent increase in broadcast cash flow for the twelve months ended             
December 31, 1995 and an 18-percent increase in broadcast cash flow for the     
fourth quarter of 1995.                                                         

Jacor's broadcast cash flow for the 1995 twelve-month period rose 19            
percent to $31.6 million from $26.5 million in the same twelve-month period     
of 1994.  Fourth quarter broadcast cash flow rose 18 percent to $9.7            
million in 1995 from $8.2 million in the same quarter of 1994.  Net             
revenues for the twelve-month period rose 11 percent to $118.9 million from     
$107.0 million in the 1994 period.  Fourth quarter 1995 net revenues rose       
10 percent to $31.7 million from $28.7 million in the 1994 period.              

On a "same station" basis - reflecting results from stations operated in        
the twelve months of both 1995 and 1994 - Jacor's broadcast cash flow rose      
11 percent to $30.5 million for the twelve months of 1995 from $27.4            
million in the same period last year.  Broadcast cash flow on the "same         
station" basis for the fourth quarter of 1995 rose 9 percent to $9.1            
million from $8.3 million for the fourth quarter of 1994.                       

The company reported net income of $11.0 million or 52 cents per share,         
during the twelve months of 1995.  Results for the same period last year        
reflected net income of $7.9 million, or 37 cents per share.  Net income        
for the fourth quarter of 1995 was $3.2 million or 16 cents per share.          
Results for the fourth quarter of 1994 reflected net income of $3.1 million     
or 14 cents per share.                                                          

Randy Michaels, Jacor president and co-chief operating officer said, "1995      
was another strong growth year for Jacor, in spite of a weak baseball           
market due to baseball's continued labor troubles. 1995 was also a year of      
significant investment spending, mostly within Jacor's current markets.         
These investments, combined with Jacor's recently announced acquisitions        
and Telecommunications reform have set up 1996 to be another year of            
exceptional growth."                                                            

Jacor Communications, Inc., headquartered in Cincinnati, is the nation's        
eighth largest radio group.  The Company plans to pursue growth through         
continued acquisitions of complementary stations in its existing markets,       
and radio groups or individual stations with significant presence in the        
top 25 markets.                                                                 

CONTACT:  Chris Weber                                                           
513/621-1300                          
or                                    
Kirk Brewer                           
312/466-4096                          

                                                                [Download Table]

           JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                       
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                     
For the three months and twelve months ended December 31, 1995 and 1994      
             (In thousands, except per share amounts)                        
                           (UNAUDITED)                                       


                                 Three Months Ended    Twelve Months Ended   
                                   December 31,            December 31,      
                                  1995        1994       1995         1994   

                                                                             
Broadcast revenue             $   35,455  $   32,091  $  133,103   $ 119,635 
  Less agency commissions          3,740       3,372      14,212      12,625 
     Net revenue                  31,715      28,719     118,891     107,010 

Broadcast operating expenses      22,049      20,548      87,290      80,468 

Broadcast cash flow (1)            9,666       8,171      31,601      26,542 

Depreciation and amortization      2,700       2,463       9,483       9,698 
Corporate general and                                                        
  administrative expenses            937         855       3,501       3,361 

      Operating income             6,029       4,853      18,617      13,483 

Interest expense                    (851)       (105)     (1,444)       (534)
Other income, net                     37         418       1,092       1,216 
    Income before                                                            
      income taxes                 5,215       5,166      18,265      14,165 

Income tax expense                (2,018)     (2,098)     (7,300)     (6,313)

   Net income                  $   3,197   $   3,068   $  10,965   $   7,852 

Income per common share          $ 0.16     $  0.14      $ 0.52       $ 0.37 

Number of common shares used                                                 
  in per share computations       20,244      21,334      20,913      21,409 

<FN>                                                                         

(1) Operating income before depreciation and amortization and corporate      
    general and administrative expenses.                                     


JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES                
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES                
for the years ended December 31, 1995, 1994 and 1993                

                                             Additions
                              Balance at       Charged to    Operating
                              Beginning        Costs and     Companies
Description                    of Period         Expenses      Acquired 

Year ended December 31, 1995:                                                   
Allowance for doubtful trade                                                
accounts receivable           $ 1,348,291      $ 1,136,888              
Allowance for uncollectible                                                 
notes receivable              $   550,000      $  (200,000)             

Year ended December 31, 1994:                                                   
Allowance for doubtful trade                                                
accounts receivable           $ 1,082,302      $ 1,441,925              
Allowance for uncollectible                                                 
notes receivable              $   700,000      $  (150,000)             

Year ended December 31, 1993:                                                   
Allowance for doubtful trade                                                
accounts receivable           $   959,117      $   957,749              
Allowance for uncollectible                                                 
notes receivable                   -0-         $   700,000              

JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES                
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES                

                  Deductions
                               Accounts        Operating       Balance
                            Written off,      Companies       at End
Description                       Net            Disposed      of Period

Year ended December 31, 1995:                                                   
Allowance for doubtful trade                                                
accounts receivable           $  (879,315)                  $ 1,605,864 
Allowance for uncollectible                                                 
notes receivable                                            $   350,000 

Year ended December 31, 1994:                                                   
Allowance for doubtful trade                                                
accounts receivable           $(1,175,936)                   $ 1,348,291
Allowance for uncollectible                                                 
notes receivable                                             $   550,000

Year ended December 31, 1993:                                                   
Allowance for doubtful trade                                                
accounts receivable          $   (834,564)                   $ 1,082,302
Allowance for uncollectible                                                 
notes receivable                   -0-                       $   700,000

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		12/15/04
		12/31/03
		2/7/03
		12/31/00
		1/14/00
		1/1/00
		1/1/99
		5/28/98
		3/31/98		10-Q
		1/1/98
		3/31/97		10-Q
		1/1/97
		12/31/96		10-K,  11-K
		10/1/96
		9/30/96		10-Q,  10-Q/A
		5/13/96		S-3/A
		4/4/96
Filed on:		4/1/96
		3/29/96
		3/28/96		8-K,  8-K/A
		3/22/96		S-3
		3/15/96
		3/13/96		8-K,  8-K/A
		3/6/96		8-K
		3/1/96
		2/27/96		8-K
		2/22/96		SC 13D
		2/21/96		8-K,  8-K/A
		2/20/96		SC 13D/A
		2/13/96
		2/12/96		8-K
		2/8/96
For Period End:		12/31/95		10-K/A,  11-K
		12/13/95
		3/30/95		10-K
		12/31/94		10-K,  11-K,  DEF 14A,  PRE 14A
		12/15/94
		11/9/94		S-8
		7/29/94
		7/22/94
		4/7/94
		1/1/94
		12/31/93		10-K,  11-K,  DEF 14A,  PRE 14A
		8/13/93
		6/23/93
		6/17/93
		1/22/93
		1/12/93
		1/11/93
		1/1/93
		12/31/92
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