Jacor Communications Inc – ‘10-K’ for 12/31/94

As of:  Thursday, 3/30/95   ·   For:  12/31/94   ·   Accession #:  702808-95-2   ·   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                                        118±   473K 
 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, 1994                         
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.                                                                      

The aggregate market value of the voting stock held by nonaffiliates of         
Registrant as of March 15, 1995 was $90,924,000.                                

The number of common shares outstanding as of March 15, 1995 was                
19,603,079.                                                                     
Documents Incorporated By Reference                                 

Portions of Registrant's definitive Proxy Statement to be filed during April    
1995 in connection with the Annual Meeting of Shareholders presently scheduled  
to be held on May 17, 1995 are incorporated by reference into Part III of this  
Form 10-K.                                                                      

There are 167 pages in this document.                                           
The index of exhibits appears on page 74.                                       

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 1994, Jacor entities owned and      
operated fifteen radio stations located across the United States in six markets:
Atlanta, Cincinnati, Denver, Tampa, Jacksonville and Knoxville.  The Company has
local marketing agreements ("LMAs") to operate two radio stations, one in       
Atlanta and one in Cincinnati.  The Company has an agreement to acquire the     
Cincinnati station upon FCC approval.  In addition, the Company sells the       
advertising time for three radio stations in Cincinnati through joint sales     
agreements ("JSAs").  LMAs and JSAs represent emerging alternatives to          
outright station ownership.  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.                       

Effective January 1, 1994, a subsidiary of the Company and a corporation wholly 
owned by Mr. Michaels, the Company's president, formed a limited partnership    
(the "Partnership") in a transaction whereby the Partnership now owns all of    
the stock of Critical Mass Media, Inc. ("CMM").  CMM is engaged in the market   
research and radio consulting business.                                         

In March 1994, the Company entered into an agreement to acquire the assets of   
radio station WPPT(FM) (formerly WIMJ) in Cincinnati, Ohio for $9.5 million in  
cash.  The asset purchase is subject to FCC approval and the satisfaction of    
certain other conditions.  Pending consummation of the transaction, the Company 
has entered into a LMA which will expire on the earlier of the purchase date or 
June 30, 1995.                                                                  

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.                                    

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item  1. Business, Continued                                                    

Also in 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 $2.0 million  
in cash for this sale.                                                          

(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 table sets forth certain information about the radio stations     
owned by the Company and those stations for which the Company has LMAs and JSAs:

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item  1. Business, Continued                                                    

                                                                [Download Table]


                           1994 Market           Date of                         
Station Call Letters         Rank By           Acquisition/                      
    and Market            Radio Revenue         LMA / JSA                Format  
                                                                                 
OWNED:                                                                           
WPCH(FM)                                                                         
  Atlanta, GA                  11              August 1985       Soft Adult      
Contemporary                                                                     
WGST(AM)(2)                                                                      
  Atlanta, GA                  11              August 1985       News, Sports,   
Talk                                                                             
KRFX(FM)                                                                         
  Denver, CO                   16              August 1987       Classic Rock    
KBPI(FM)(3)                                                                      
  Denver, CO                   16              July 1993         Album Oriented  
Rock                                                                             
KOA(AM)                                                                          
  Denver, CO                   16              August 1987       News, Sports,   
Talk                                                                             
KTLK(AM)                                                                         
  Denver, CO                   16              September 1994    News, Sports,   
Talk                                                                             
WEBN(FM)                                                                         
  Cincinnati, OH               21              May 1986          Album Oriented  
Rock                                                                             
WLW(AM)                                                                          
  Cincinnati, OH               21              December 1986     News, Sports,   
Talk                                                                             
WCKY(AM)(4)                                                                      
  Cincinnati, OH               21              June 1993         News, Sports,   
Talk                                                                             
WFLZ(FM)                                                                         
  Tampa, FL                    19              April 1988        Contemporary Hit
Radio                                                                            
WFLA(AM)                                                                         
  Tampa, FL                    19              April 1988        News, Talk      
WQIK(FM)                                                                         
  Jacksonville, FL             49              May 1984          Country         
WJGR(AM)                                                                         
  Jacksonville, FL             49              May 1984          Talk            
WMYU(FM)                                                                         
  Knoxville, TN                72              December 1986     60's, 70's      
Oldies                                                                           
WWST(FM)(5)                                                                      
  Knoxville, TN                72              November 1994     Adult Hits      
LMAs:                                                                            
WGST(FM)(2)                                                                      
  Atlanta, GA                  11              October 1993      News, Sports,   
Talk                                                                             
WPPT(FM)(6)                                                                      
  Cincinnati, OH               21              March 1994        Rock & Roll     
Oldies                                                                           
JSAs:                                                                            
WAQZ(FM)                                                                         
  Cincinnati, OH               21              December 1991     Album Oriented  
Rock                                                                             
WAOZ(AM)(7)                                                                      
  Cincinnati, OH               21              January 1994      Children's Radio
WSAI(AM)(9)                                                                      
  Cincinnati, OH               21              March 1994        Adult Standards 

<FN>                                                                             

(1)  Total number of stations in the market is derived from the Fall 1994        
     Arbitron.                                                                   
(2)  Radio stations WGST(AM) and WGST(FM) are currently simulcast.               
(3)  Formerly KAZY.                                                              
(4)  Formerly WLWA.                                                              
(5)  Formerly WWZZ.                                                              
(6)  The Company has agreed to acquire WPPT(FM) (formerly WIMJ).  Pending FCC    
     approval of the acquisition, the Company is operating WPPT(FM)              
     pursuant to a LMA effective April l7, 1994.                                 
(7)  Formerly WSAI.                                                              
(8)  Not rated as Arbitron does not measure listening levels for children below  
     12 years of age.                                                            
(9)  Formerly WKRC.                                                              


                                                                [Download Table]

                                             Overall                       
                       Station's          Audience Rank           Total    
                        Primary      In Primary                 Number of  
Station Call Letters  Demographic    Demographic       In        Stations  
    and Market          Target         Target        Market    in Market(1)
                                                                           
OWNED:                                                                     
WPCH(FM)                                                                   
  Atlanta, GA         Adults 25-54       3             3            21     
WGST(AM)(2)                                                                
  Atlanta, GA         Men 25-54          7            13            21     
KRFX(FM)                                                                   
  Denver, CO          Men 25-54          2             5            28     
KBPI(FM)(3)                                                                
  Denver, CO          Men 18-34          1             4            28     
KOA(AM)                                                                    
  Denver, CO          Men 25-54          1             1            28     
KTLK(AM)                                                                   
  Denver, CO          Men 25-54         21 (TIE)      18            28     
WEBN(FM)                                                                   
  Cincinnati, OH      Men 18-34          1             3            32     
WLW(AM)                                                                    
  Cincinnati, OH      Men 25-54          1             1            32     
WCKY(AM)(4)                                                                
  Cincinnati, OH      Men 25-54          7             4            32     
WFLZ(FM)                                                                   
  Tampa, FL           Women 18-34        2 (TIE)       6            26     
WFLA(AM)                                                                   
  Tampa, FL           Men 25-54          4             3            26     
WQIK(FM)                                                                   
  Jacksonville, FL    Adults 25-54       2             2            23     
WJGR(AM)                                                                   
  Jacksonville, FL    Adults 25-54      20 (TIE)      19 (TIE)      23     
WMYU(FM)                                                                   
  Knoxville, TN       Adults 25-54       4 (TIE)       7            20     
WWST(FM)(5)                                                                
  Knoxville, TN       Women 18-34        4 (TIE)       8            20     
LMAs:                                                                      
WGST(FM)(2)                                                                
  Atlanta, GA         Men 25-54          8 (TIE)      15 (TIE)      21     
WPPT(FM)(6)                                                                
  Cincinnati, OH      Men 25-54          6            12            32     
JSAs:                                                                      
WAQZ(FM)                                                                   
  Cincinnati, OH      Men 18-34          9            14            32     
WAOZ(AM)(7)                                                                
  Cincinnati, OH      Children 2-10     NR (8)        NR (8)        32     
WSAI(AM)(9)                                                                
  Cincinnati, OH      Adults 35-64       6             6            32     


JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

Company Strategy                                                    

     The Company's business strategy focuses upon developing the operations of
its existing stations to their potential and acquiring new radio groups and/or  
radio stations primarily in the nation's top 25 radio markets.                  

Operations                                                          

   The Company uses a variety of techniques to maximize the performance of
its radio stations.  Jacor's operating strategy is to aggressively manage its   
portfolio of stations to maximize operating performance and to dominate each    
market by being the market leader in revenues and ratings.  The Company's       
general operational objective is to heighten a station's recognition in its     
market and to capitalize on this recognition by generating significant shares   
of each market's radio advertising dollars.  Specifically, the Company's        
operating strategies center upon:                                               

Dominating Individual Markets.  The Company strives to dominate the 
ratings and revenues in each market in which it competes.  The Company seeks to 
maximize its share of advertising revenue in each of the six markets in which   
it competes through the operation of multiple radio stations in each of these   
local markets.                                                                  

    A station's ability to maintain market leadership status depends in part
upon the strength of its broadcasting delivery system.  The Company believes its
stations' broadcasting signals are among the strongest in their respective      
markets, which reinforces the Company's leadership positions in each of the     
Company's existing markets.                                                     

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

     Developing Strong Station Personality. The Company engages in a number of
creative programming and promotional efforts designed to create listener loyalty
and generate station brand awareness.  Through these efforts, management seeks  
to cultivate a distinct personality for each station based upon the unique      
characteristics of each local 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 
generated significant audience share.                                           

    One of the key ways the Company develops the personality of its AM radio
stations is through the broadcast of professional sports.  Presently, the       
Company has the broadcast rights for the Atlanta Hawks, Cincinnati Reds,        
Cincinnati Bengals, Colorado Rockies, Denver Nuggets and Denver Broncos.        
Sports broadcasts serve as a "magnet" for attracting audiences and then         
introducing them to other programming features, such as local and national      
news, entertaining talk, and weather and traffic reports.                       

     Another method the Company uses to create personality for its stations is
to sponsor highly visible promotions for the local communities in which they    
serve.  Through high profile station promotions and community events, management
believes it can maximize recognition by, and appeal to, the listening audience. 

    Operating Multiple Formats.  The Company utilizes sophisticated research
techniques to identify opportunities within each market and to tailor each      
station's programming to maximize its market position.  The Company's radio     
stations employ a variety of programming formats, each of which is designed to  
appeal to a specific demographic target audience.                               

     Management believes that a significant portion of the Company's operating
success stems from its ability to successfully program both FM and AM stations. 
The Company programs its FM stations, whose high fidelity signals are preferred 
for music transmission, with music of various formats supplemented by unique    
on-air personalities.  The Company believes that its AM stations generate       
greater audience share as vehicles for news, sports and information.            

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

Emphasizing Local Sales Effort.                                     

      Each station owned by the Company has its own advertising sales staff.  To
achieve greater control over advertising revenues, the Company's sales staff    
focuses on establishing strong direct relationships with local advertisers.  The
Company is able to generate significant direct local sales by understanding     
advertisers' needs and by more effectively delivering the desired demographic   
audience.  The Company's radio stations also offer a complete range of creative 
production services to its advertising clientele.  Given the Company's ratings  
and sales position in its markets, Jacor is able to attract and retain a highly 
talented, experienced sales force.                                              

Acquisitions                                                        

The new Federal Communications Commission ("FCC") rules permitting  
ownership of more than one FM and more than one AM radio station in the same    
market have created opportunities for the Company to expand its presence in its 
existing markets and may allow certain synergies to be achieved.  For example,  
jointly-owned stations may be able to increase their revenues by delivering     
larger, combined audiences to advertisers and by engaging in joint promotional  
efforts.  In addition, jointly-owned stations may be able to reduce operating   
expenses by combining studios and offices.                                      

      The Company's acquisition strategy is to acquire complementary stations in
existing markets, radio groups with a significant presence in the top 25 radio  
markets and/or individual radio stations in such markets.  The Company believes 
that its unique combination of financial resources, committed controlling       
shareholder and skilled management will enable the Company to successfully      
pursue such a strategy.  The Company has considerable financial resources.  In  
contrast to many radio groups with whom Jacor competes for acquisitions, the    
Company has no outstanding debt.  In addition, the Company has approximately    
$97.7 million of committed bank borrowing availability to pursue acquisitions.  
Jacor also believes that the expertise and resources of Zell/Chilmark will      
enhance the Company's ability to successfully complete attractive acquisitions. 
The Company believes that Zell/Chilmark's expertise in identifying attractive   
opportunities, negotiating favorable acquisitions and obtaining capital will    
be valuable in implementing Jacor's acquisition strategy.                       

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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,    
1994, approximately 85% of the Company's broadcast revenue was generated from   
the sale of local advertising and approximately 15% 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 audiences 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 and (iii) the supply of and demand for radio advertising 
time.  Advertising rates generally are the highest during morning and afternoon 
"drive-time" hours.                                                             

    Depending on the format of a particular station, there are predetermined
numbers of advertisements that are broadcast each hour.  The Company determines 
the number of advertisements broadcast hourly that can maximize available       
revenue dollars without jeopardizing listening levels.  Although the number of  
advertisements broadcast during a given time period may vary, the total number  
of advertisements broadcast on a particular station generally does not vary     
significantly from year to year.  Most advertising contracts are short-term and 
run only for a few weeks.                                                       

 The Company emphasizes an aggressive local sales effort because local
advertising represents the large majority of the Company's revenues and the     
Company has greater control over the local advertising market.  The major       
categories of the Company's local advertisers include automotive, retail,       
financial institutions and services, and health care.  Each station's local     
sales staff solicits advertising, either directly from the local advertiser or  
through an advertising agency for the local 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                                         

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

at each radio station to produce commercials for the advertisers. National      
advertising sales for each 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 also participates in barter transactions, contracts under
which the Company provides commercial air time in exchange for goods and        
services.  This is a business practice typical to the broadcast industry.  The  
Company minimizes its use of trade agreements and in each of the last three     
years has sold approximately 95% or more of its advertising time for cash.  The 
Company's involvement relative to barter transactions is discussed in Note 14   
of Notes to Consolidated Financial Statements.                                  

Competition; Changes in the Broadcasting Industry                   

  The radio broadcasting industry is a highly competitive business.  The
success of each of the Company's stations depends significantly upon its        
audience ratings and its share of the overall advertising revenue within its    
market. The Company's stations compete for listeners and advertising revenue    
directly with other radio stations 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 is 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 in its market, transmitter      
power, assigned frequency, audience characteristics, local program acceptance   
and the number and characteristics of other stations in the market area.  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.                                             

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

      The Company's audience ratings and market share are 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 can 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 market
share.                                                                          

Although the radio broadcasting industry is highly competitive, some
barriers to 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 for advertising revenues with other
media, including broadcast television, cable television, newspapers, magazines, 
direct mail, coupons and billboard advertising.  In addition, the radio         
broadcasting industry is subject to competition from new media technologies that
are being developed or introduced, such as the delivery of audio programming by 
cable television systems and 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 still must
undertake to establish 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.  DARS may provide a medium for
the delivery by satellite or terrestrial means of multiple new audio programming
formats to local and national audiences.  This technology also may be used in   
the future by terrestrial  radio broadcast stations either on existing or       
alternate broadcasting frequencies.  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.  At the  
end of a transition period to be determined by the FCC, 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.                   

    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 Radio Broadcasting                            

  The ownership, operation and sale of radio stations are subject to the
jurisdiction of the FCC, which acts under authority granted by the              
Communications Act of 1934, as amended (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.                                                                            

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

      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.                                                   

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.  Under the Communications Act, radio        
station licenses may be granted for a maximum term of seven years and, upon     
application, may be renewed for additional terms of up to seven years.          

     Generally, the FCC renews licenses without a hearing.  The Communications
Act authorizes the filing of petitions to deny and competing applications       
against license renewal applications 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, whereas competing applications seek to 
gain a new license from the FCC for the frequency being used by the renewal     
applicant.  If a competing application is granted by the FCC, the renewal       
application will be denied and the incumbent licensee will lose its right to    
operate on the contested broadcast frequency.                                   

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

    If a competing application is filed against a renewal application, or if
a substantial and material question of fact concerning an application is raised 
by the FCC or other interested parties, or if for any reason the FCC is unable  
to determine that the grant of a renewal or other application would serve the   
public interest, convenience and necessity, the FCC is required to hold an      
evidentiary hearing on the application.  The filing of a competing application  
may require a comparative evidentiary hearing between the incumbent licensee and
the competing applicant; however, the FCC may recognize a "renewal expectancy"  
for an                                                                          
      incumbent licensee if it has provided substantial service to its listeners
during the preceding license term.  The broadcasting licenses of all of the     
Company's stations expire in 1996 and 1997.  The Company does not anticipate any
material difficulty in obtaining license renewals in the future.                

     The following table sets forth the date of acquisition by the Company (or
one of its predecessor entities) of its radio stations, or the date of          
commencement of a LMA/JSA in the case of stations not owned by the Company, the 
frequency of each such station, and the date of expiration of such station's    
main FCC broadcast license:                                                     

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

                                                                [Download Table]


                                 Date of                 Expiration Date
                               Acquisition/                    of       
  Station       Market           LMA/JSA     Frequency     FCC License  
                                                                        
OWNED:                                                                  
  WPCH(FM)  Atlanta, GA       August 1985     94.9 MHz      04/01/96    
  WGST(AM)  Atlanta, GA       August 1985     640 KHz       04/01/96    
  KRFX(FM)  Denver, CO        August 1987     103.5 MHz     04/01/97    
  KOA(AM)   Denver, CO        August 1987     850 KHz       04/01/97    
  KBPI(FM)  Denver, CO        July 1993       106.7 MHz     04/01/97    
  KTLK(AM)  Denver, CO        November 1993   760 Khz       04/01/97    
  WEBN(FM)  Cincinnati, OH    May 1986        102.7 MHz     10/01/96    
  WLW(AM)   Cincinnati, OH    December 1986   700 KHz       10/01/96    
  WCKY(AM)  Cincinnati, OH    June 1993       550 KHz       10/01/96    
  WFLZ(FM)  Tampa, FL         April 1988      93.3 MHz      02/01/96    
  WFLA(AM)  Tampa, FL         April 1988      970 KHz       02/01/96    
  WQIK(FM)  Jacksonville, FL  May 1984        99.1 MHz      02/01/96    
  WJGR(AM)  Jacksonville, FL  May 1984        1320 KHz      02/01/96    
  WMYU(FM)  Knoxville, TN     December 1986   102.1 MHz     08/01/96    
  WWST(FM)  Knoxville, TN     November 1994   93.1 Mhz      08/01/96    

LMAs:                                                                   
  WGST(FM)  Atlanta, GA       October 1993    105.7 MHz     04/01/96    
  WPPT(FM)  Cincinnati, OH    April 1994      92.5 MHz      10/01/96    

JSAs:                                                                   
  WAQZ(FM)  Cincinnati, OH    December 1991   107.1 MHz     10/01/96    
  WAOZ(AM)  Cincinnati, OH    January 1994    1360 KHz      10/01/96    
  WSAI(AM)  Cincinnati, OH    March 1994      1530 KHz      10/01/96    


      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                              

Under the Communications Act, broadcast licenses may not be granted,
transferred or assigned to any corporation of which any officer or director is  
a non-U.S. citizen (including non-U.S. corporations) or 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 directly or indirectly controlled by any other corporation   
any officer of which is an Alien, or more than one-fourth of the directors of   
which are Aliens, or more than one-fourth of the capital stock of which is owned
of record or voted by Aliens, without an FCC public interest finding (which has 
never been granted in the case of broadcast licenses).  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.                                                                      

     Ownership Rules.  Rules of the FCC limit the number and location of radio
stations in which one licensee (or any party with a control position or         
cognizable ownership interest therein) may have a cognizable interest.  The     
"national ownership rule" generally prohibits any one non-minority individual or
entity from having a control position or cognizable ownership interest in more  
than 20 AM or more than 20 FM radio stations nationwide.  The national ownership
rule allows minority individuals or corporations controlled by minorities to    
have a controlling position or cognizable ownership interest in 25 AM and 25 FM 
stations.  A non-minority licensee may own an additional three non-controlling  
interests in each service (AM and FM) in stations controlled by minorities or   
qualifying as small businesses, where "control" is defined as more than 50%     
ownership and "small business" defined as one which had, including all          
affiliated entities under common control,                                       

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

annual revenues of less than $0.5 million and assets of less than $1            
million. The "local ownership rule" limits the number of stations in a radio    
market in which any one individual or entity may have a control position or     
cognizable ownership interest.  In radio markets with fewer than 15 commercial  
stations, the limit is three radio stations, no more than two of which may be in
the same service (AM or FM), provided that the number of co-owned stations      
represents less than 50% of the commercial stations in the market.  For markets 
with 15 or more radio stations, the limit is two AMs and two FMs provided       
generally that the combined audience shares of the co-owned stations do not     
exceed 25% of the radio ratings market at the time of acquisition.  In addition,
the FCC has a "cross interest" policy that may prohibit a party with a          
cognizable 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 
to build or acquire another local station.  The FCC is presently evaluating its 
cross interest policy as well as its policy for insulating limited partnership  
interests.  The Company cannot predict whether the FCC will adopt any changes   
in these policies.                                                              

The rules also generally prohibit the acquisition of an ownership or
control position in a television station and either an AM or an FM radio station
serving the same market, a rule which is currently under review by the FCC.     
There are also prohibitions relating to ownership or control position in a daily
newspaper and a broadcast station in the same market and limitations on the     
extent to which Aliens may own interests or hold control positions in broadcast 
stations.                                                                       

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

      For the purpose of the above rules, a control position is considered to be
held by an officer or director of a corporation or any general partner of a     
partnership or any person serving in a management capacity.  Also, under these  
rules, an individual or other entity owning or having voting control of 5% or   
more of a corporation's voting stock is considered to have a cognizable interest
in the corporation and its stations, except that banks holding such stock in    
their trust accounts, investment companies, and certain other passive interests 
are not considered to have a cognizable interest unless they own or have voting 
control over 10% or more of such stock.  The FCC is currently evaluating whether
to raise the benchmarks to 10% and 20%, respectively.  The Company cannot       
predict whether the FCC will adopt this or any  other proposal.  Under the      
current  rules, Zell/Chilmark is  considered a single majority shareholder of   
the Company, and minority shareholders are not considered to have cognizable    
interests in the Company's stations.  The FCC has asked for comments as to      
whether it should continue the single majority shareholder exemption.           

    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.                                                                  

      Regulation of Radio Operations.  In order to retain licenses, broadcasters
are obligated, under the Communications Act, to serve the "public interest."    
Since the late 1970's, 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.                                  

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

    The regulatory changes have provided 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 will be considered by the FCC when 
evaluating licensee renewal applications and at other times.                    

     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 seven-year) renewal term or license           
revocation.  In some instances, licenses have been denied because of serious    
rule violations.                                                                

      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 radio 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 antitrust laws and with the FCC's rules and 
policies.  Typically, separately-owned stations may agree to function           

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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 radio 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 one   
station sells advertising time in combination, both on itself and on a station  
under separate ownership.                                                       

      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 and the staff of the FCC's   
Mass Media Bureau have 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 cognizable multiple business arrangements among local stations, 
such as joint sales accompanied by debt financing.                              

  Under certain circumstances, the FCC will consider a station brokering
time on another 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 broadcast 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 station which it could not  
own under the FCC's revised local radio "duopoly" multiple ownership rules.     
However, LMAs entered into prior to September 16, 1992, are generally           
grandfathered, with certain restrictions.                                       

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

     The FCC's rules also prohibit a broadcast licensee from simulcasting more
than 25% of its programming on another 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 the brokered and brokering stations serve substantially the same      
geographic area.                                                                

     Proposed Changes.  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 radio  
broadcast stations, (ii) result in the loss of audience share and advertising   
revenues of the Company's radio broadcast stations and (iii) affect the ability 
of the Company to acquire additional radio broadcast stations or                
finance such acquisitions.  Such matters include, for example, changes to the   
license authorization and renewal process; proposals to expand 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 permit expanded use of FM translator stations; 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; 
and proposals to limit the tax deductibility of advertising expenses by         
advertisers.                                                                    

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 in compliance with  all statutory
and administrative requirements as related to   environmental quality and       
pollution control.  The Company's   business is not a source of pollution.      

Employees                                                           

The Company has no direct employees.  The Company's subsidiaries    
employ 844 persons, 568 on a full-time and 276 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 its AM/FM combination     
stations in Jacksonville, Florida (6,875 square feet) and its FM stations in    
Knoxville, Tennessee (6,500 square feet).  The Company leases space for the     
office and studio facilities at its other station locations in Atlanta (15,500  
square feet); Denver (22,000 square feet); Cincinnati (20,200 square feet) and  
Tampa (14,800 square feet).  The Atlanta and Denver leases expire in 1996 and   
1999, respectively.  Both the Cincinnati and Tampa leases expire in 1998 and    
each lease has two five-year renewal options.  The Company has entered into a   
twelve-year lease for new combined facilities for its Atlanta stations.  This   
lease covers approximately 19,500 square feet in a mixed-use commercial/retail  
building.  The Company will move into the new facilities as soon as they are    
ready for occupancy. Any remaining financial obligations under the existing     
lease will be assumed by the lessor of the new facilities.  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.  In conjunction with  
the Company's proposed acquisition of radio station WPPT(FM) in Cincinnati, the 
Company has also agreed to purchase for approximately $1.6 million the building 
from which such station previously operated.                                    

      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.     

    The Company owns the towers and tower site locations for its AM stations
in Atlanta, Denver, Jacksonville, Tampa and WLW(AM) in Cincinnati.  The Company 
owns the tower which serves one of  its FM stations in Knoxville which is       
located on property leased by the Company under a lease expiring in 2005.  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.                                                                        

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

Item 2.  Property Holdings, Continued                                           

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 8 and 13 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, which  
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 1995 for the Annual    
Meeting of Shareholders presently scheduled to be held on May 17, 1995.         

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, 1995.  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               1995          Positions Held       an Officer              

David M. Schulte      48      Chairman of the Board      6/07/93                

Randy Michaels        42      President and Co-Chief                            
              Operating Officer         12/29/86

Robert L. Lawrence    42      Co-Chief Operating                                
              Officer                   12/29/86

R. Christopher Weber  39      Senior Vice President and                         
              Chief Financial Officer   12/29/86

Jon M. Berry          48      Senior Vice President and                         
              Treasurer                 11/01/82

Except for Mr. Schulte, 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   

During all of 1994, the Company's Common Stock was traded on The Nasdaq Market  
under the symbol "JCOR".  The following table reflects the high and low sale    
prices in dollars per share for the Common Stock as reported on The Nasdaq      
National Market since January 1, 1994.                                          
                            Price Range of
                            Common Stock
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            

The following table reflects the high and low sale prices in dollars per share  
for the Common Stock as reported on The Nasdaq Stock Market since July 13, 1993 
(on The Nasdaq National Market from November 19, 1993); and the high and low bid
prices for the Common Stock as quoted on the OTC Bulletin Board (with such      
quotes reported in the pink sheets of the National Quotation Bureau, Inc.) from 
February 17, 1993 (the first date quotes were available for the Common Stock    
after the Restructuring) through July 12, 1993.  The Company is not aware of    
any quotes for the Common Stock from January 1, 1993 through February 17, 1993. 
Such prices represent inter-dealer quotations without adjustment for retail     
mark-ups, mark-downs or commissions and may not necessarily represent actual    
transactions.  Trading in the Company's Common Stock, both on the OTC Bulletin  
Board and in The Nasdaq Stock Market, was limited and sporadic during much of   
1993.  Accordingly, the market price information below may not accurately       
reflect the value of the Common Stock had a more active public trading market   
existed.                                                                        

                          Price Range of
                            Common Stock
1993                                         High         Low                   

1st Quarter (from February 17)........   $ 8.00       $ 7.00                
2nd Quarter...........................     9.13         7.75                
3rd Quarter (through July 12, 1993)...     8.13         7.50                
3rd Quarter (from July 13, 1993)......    12.00         8.00                
4th Quarter...........................    19.50        11.75                

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

PART II                                                             

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

At March 15, 1995, there were 1,586 record holders of Common Stock including    
shares held in nominee name and the last reported sale price on the Nasdaq      
National Market was $13.38 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]

                           1994(1)       1993(1)        1992(1)      1991(1)     1990(1)    
                                                                                            
For the year:                                                                               

Net revenue             $107,010,448   $89,932,200   $70,505,959   $64,237,752  $80,036,270 
Broadcast operating                                                                         
  expense                 80,468,077    69,520,397    55,782,048    48,206,072   60,436,931 
Station operating                                                                           
  income excluding                                                                          
  depreciation and                                                                          
  amortization            26,542,371    20,411,803    14,723,911    16,031,680   19,599,339 
Depreciation and                                                                            
  amortization             9,698,030    10,222,844     6,399,093     7,287,879   10,294,334 
Reduction in carrying                                                                       
  value of assets to                                                                        
  net realizable value                                 8,600,000                            
Corporate general and                                                                       
  administrative                                                                            
  expenses                 3,361,263     3,563,800     2,926,075     2,681,672    2,811,625 
Operating income (loss)   13,483,078     6,625,159    (3,201,257)    6,062,129    6,493,380 
Net interest income                                                                         
    (expense)                684,317    (2,475,820)  (13,443,318)  (16,226,234) (17,727,828)
Gain on sale of radio                                                                       
  stations                                                          13,013,527              
Other non-operating                                                                         
  expense net                 (2,079)      (10,895)   (7,056,771)     (301,897)  (8,431,714)
Income (loss) before                                                                        
  income tax and                                                                            
  extraordinary item      14,165,316     4,138,444   (23,701,346)    2,547,525  (19,666,162)
Net income (loss)        $ 7,851,516   $ 1,438,444  $(23,701,346)  $ 1,467,525 $(20,746,162)

Net income (loss) per                                                                       
  common share: (2)                                                                         
   Primary and fully                                                                        
     diluted               $  0.37       $  0.10       $(61.50)      $ 2.32      $(47.10)   
Weighted average shares                                                                     
  outstanding: (2)                                                                          
   Primary and fully                                                                        
     diluted              21,409,177    14,504,527      381,430       405,927     422,672   

Other Financial Data:                                                                       

Broadcast cash flow (3)  $26,542,371   $20,411,803   $14,723,911   $16,031,680  $19,599,339 
At year end:                                                                                
Working capital                                                                             
  (deficit)            $ 44,637,439  $38,658,756 $(140,547,337)(4) $(128,455,248)$6,230,189 
Intangible assets                                                                           
  (net of accumulated                                                                       
  amortization)          89,543,301   84,991,361    70,037,759 (4)   81,738,386  92,026,575 
Total assets            173,579,355  159,908,529   122,000,391 (4)  125,487,201 152,717,141 
Long-term debt                                                                              
  (including current                                                                        
  portion)                                         140,541,948 (4)  137,666,850 151,436,233 
Redeemable common                                                                           
  stock                                                                           6,278,800 
Common stock purchase                                                                       
  warrants                  390,167      390,397       487,000 (4)    1,257,084   1,708,144 
Shareholders' equity                                                                        
  (deficit)             148,793,980  140,413,191   (50,840,346)(4)  (27,383,036)(28,774,289)


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 pending purchase and interim operation of     
radio station WPPT-FM (formerly WIMJ-FM) under a LMA in Cincinnati, Ohio (April 
1994); the sale of Eastman Radio, Inc. (August 1990); 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), and the Restructuring and the   
Refinancing.  For information related to acquisitions in 1993 and 1994 see Note 
4 of Notes to Consolidated Financial Statements and "Managements' Discussion and
Analysis of Financial Condition and Results of Operations".  For information    
related to the disposition during 1994, see Note 5 of Notes to Consolidated     
Financial Statements and "Management's Discussion and Analysis of Financial     
Condition and Results of Operations".  For information related to the           
Restructuring and the Refinancing see Notes 1, 2 and 8 of Notes to Consolidated 
Financial Statements.                                                           

(2)   Income (loss) per common share for the three 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 anti-dilutive and, therefore, were not included in the computations. 
The redeemable common stock warrants were anti-dilutive for 1992 and 1990 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 two years ended December 31, 1994 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 three years ended December 31, 1992 are adjusted to         
reflect the 0.0423618 reverse stock split in the Company's Common Stock effected
by the Restructuring.                                                           

(3)   The term broadcast cash flow means operating income before reduction in   
carrying value of assets, depreciation, amortization and corporate general and  
administrative expenses.  Broadcast cash flow is not intended to represent cash 
flow or any other measure of performance in accordance with generally accepted  
accounting principles.  Broadcast cash flow is included herein because          
management believes that it is widely used in the broadcasting industry as a    
measure of a radio broadcasting company's operating performance and that        
certain investors find it to be a useful tool in evaluating such an investment. 
See the Consolidated Statements of Cash Flows included on pages 42 and 43 in    
this annual report for a description of the Company's cash flows presented in   
accordance with generally accepted accounting principles and page 37 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 1993     
Restructuring and change in control (see Note 1 of Notes to Consolidated        
Financial Statements):                                                          

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 revenues 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 strives to control these 
expenses by working closely with local station management.                      

The Company's revenues are 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 measured principally by quarterly Arbitron      
Metro Area Ratings Surveys.  In the broadcasting industry, radio stations often 
use trade (or barter) agreements to generate advertising time sales in exchange 
for goods or services (such as travel and lodging), instead of for cash.  The   
Company minimizes its use of trade agreements and in each of the last three     
years has sold approximately 95% or more of its advertising time for cash.      

Sports broadcasting and the full-service programming features play an integral  
part in the Company's operating strategy.  As a result, the Company's broadcast 
cash flow margins are typically lower than its competitors' because of the      
rights fees and related costs of broadcasting professional baseball, football   
and basketball, as well as the costs related to the full-service programming    
features of its AM radio stations.                                              

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 1994, approximately 85% of the Company's gross       
revenues was from local advertising and approximately 15% was from national     
advertising.  The 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 each 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.                   

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

GENERAL, Continued                                                              

The Company's first calendar quarter historically produces the lowest revenues  
for the year, and the second and third quarters historically produce the highest
revenues for the year, due in part to revenues received during the summer months
related to the broadcast of Major League Baseball games.  During 1994, however, 
the Company recorded comparable third and fourth quarter broadcast revenue and  
broadcast operating expenses.  This aberration was due to the Major League      
Baseball strike.  As a result of the strike, third quarter revenues and         
operating expenses were lower.  However, fourth quarter revenues and operating  
expenses were higher because the Company was successful in rescheduling some    
of the advertiser's baseball commitments into its football broadcasts.  For the 
entire twelve months of 1994, the strike did not have a material impact on the  
Company's station operating income (broadcast revenue less broadcast operating  
expenses).  Should the strike continue through the 1995 baseball season with    
no games being played, it is anticipated that there would not be a material     
impact on the Company's station operating income.  However, if replacement      
players were to play, advertisers would probably  seek to renegotiate their     
commitments to the Company and the Company would pursue a reduction in the      
broadcast rights' fees.  The extent to which either of these possibilities      
would be successful is unknown and, accordingly, the potential impact of the    
baseball strike on the Company's station operating income cannot be currently   
quantified.                                                                     

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 revenues 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,     
1994, 1993 and 1992 is affected by the January 1993 Restructuring; the March    
1993 Refinancing; the July 1993 purchase of radio station KBPI(FM), Denver,     
Colorado; and the April 1994 pending purchase and interim operation of radio    
station WPPT(FM), Cincinnati, Ohio under a LMA.                                 

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company began 1994 with no outstanding debt and $28.6 million in cash and   
cash equivalents.  The Company used the net proceeds (approximately $60 million)
from the public offering during the fourth quarter of 1993 to repay all of its  
indebtedness and the remaining net proceeds (in the form of cash and cash       
equivalents) are available to finance acquisitions of radio groups and/or radio 
stations and for general corporate purposes.                                    

The Company's Credit Agreement provides for a senior secured reducing revolving 
credit facility with a commitment of $45 million ($42.7 million at December 31, 
1994 - see following paragraph) that expires on December 31, 2000 (the          
"Revolver") and a senior secured acquisition facility with a commitment of $55  
million (the "Acquisition Facility") that expires on September 30, 1996.  The   
Credit Agreement contains restrictive covenants, and the indebtedness thereunder
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.
The indebtedness under the Credit Agreement is guaranteed by those subsidiaries.
Both facilities may be used for acquisitions permitted under conditions set     
forth in the Credit Agreement.  Interest under the 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 Credit Agreement requires that the commitment under the Revolver be reduced 
in the quarter commencing January 1, 1994   and continuing quarterly thereafter 
(reduced by $2.3 million as of December 31, 1994).  After the Acquisition       
Facility commitment terminates on September 30, 1996, the Credit Agreement      
requires 17 equal quarterly amortization payments.  The Credit Agreement further
requires that, with certain exceptions, the Company prepay the loans and reduce 
the commitments under the Credit Agreement with excess cash flow and the net    
proceeds from certain sales of assets and capital stock.                        

The Company entered into an interest rate protection agreement in March 1993 on 
a notional amount of $22.5 million for a three-year term for a cost of $0.1     
million.  This agreement provided 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 6.44%.                                                         

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

LIQUIDITY AND CAPITAL RESOURCES, Continued                                      

During 1994 the Company, through its subsidiaries, made acquisitions, loans and 
capital expenditures of approximately $16.9 million.  The Company is currently  
committed to expend approximately $15.1 million for pending acquisitions and    
loans.  The Company would anticipate making these expenditures during the first 
half of 1995.  In addition, the Company contemplates making capital expenditures
for existing properties of approximately $3.2 million during 1995, including    
relocation of the Atlanta offices and studios.  All of these expenditures will  
be funded with cash on hand.                                                    

The Company has been authorized by its Board of Directors to purchase up to one 
million shares of its Common Stock from time-to-time in open-market or          
negotiated transactions.  As of December 31, 1994 the Company had not acquired  
any shares under this authorization.                                            

Management believes that its existing cash balances, cash generated from        
operations and the availability of borrowings under the Credit Agreement will be
sufficient to meet its liquidity and capital needs for the foreseeable future.  

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                                     

RESULTS OF OPERATIONS                                                           

1994 Compared to 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 the 1994 period was $110.7 million, an increase of $11.6 million or 
11.6% from $99.1 million for the 1993 period.                                   

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.                                                               

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                         

RESULTS OF OPERATIONS                                                           

1993 Compared to 1992                                                           

Broadcast revenue for 1993 was $100.7 million, an increase of $21.4 million or  
27.1% from $79.3 million during 1992.  This increase resulted from an increased 
customer base and an increase in advertising rates in both local and national   
advertising, an increase in revenue generated from the broadcast of Major League
Baseball games (primarily due to the broadcast of the Colorado Rockies' baseball
games in 1993 for the first time) and from the revenue generated at those       
stations operated under a LMA during 1993 but not during the 1992 period.       

Agency commissions for 1993 were $10.8 million, an increase of $2.0 million or  
23.6% from $8.8 million during 1992 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 1993 were $69.5 million, an increase of $13.7  
million or 24.6% from $55.8 million during 1992.  These expenses increased as a 
result of an increase in broadcast rights' fees for Major League Baseball games 
(primarily due to the broadcast of the Colorado Rockies' baseball games in 1993 
for the first time), expenses incurred at the stations which were operated under
a LMA during 1993 but not during the 1992 period and, to a lesser extent,       
increased selling and other payroll costs and programming costs.                

Depreciation and amortization for 1993 was $10.2 million, an increase of $3.8   
million or 59.8% from $6.4 million during 1992, primarily as a result of the    
implementation of the Restructuring effective January 1, 1993 using the push-   
down method of accounting.  In accordance with the push-down method of          
accounting, the Company's net assets were restated to reflect current           
replacement value.  Because the aggregate current replacement values were in    
excess of book value, this restatement resulted in a higher depreciable and     
amortizable basis for the Company's property and equipment and intangible       
assets.                                                                         

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

RESULTS OF OPERATIONS, Continued                                                

Operating income for 1993 was $6.6 million, an increase of $9.8 million from an 
operating loss of $3.2 million during 1992.  The 1992 period, however, includes 
a charge of $8.6 million primarily relating to a reduction in carrying value of 
assets to net realizable value for the Tampa stations.  Absent this expense,    
operating income increased $1.2 million or 22.7% during the 1993 period compared
to 1992.                                                                        

Interest expense for 1993 was $2.7 million, a decrease of $11.0 million or 80.0%
from $13.7 million during 1992.  Interest expense declined due to the reduced   
debt outstanding and a decrease in interest rates as a result of the            
Restructuring effective January 1, 1993 and the Refinancing in March 1993.      

Net income for 1993 was $1.4 million, compared to a net loss of $23.7 million   
reported by the Company for 1992.  The 1992 period includes an interest rate    
protection agreement termination expense of $7.1 million in addition to the $8.6
million charge for reduction in carrying value of assets to net realizable      
value.  Excluding the effect of these expenses in 1992, net income for 1993     
improved $9.4 million over 1992.                                                

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

CASH FLOW                                                                       

Cash flows provided by operating activities, inclusive of working capital, were 
$11.3 million, $9.0 million and $6.8 million for 1994, 1993 and 1992,           
respectively. 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 results from principally 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.                                

In 1992, cash flows provided by operating activities resulted primarily from the
add-back of (a) depreciation and amortization of $6.3 million; (b) non-cash     
interest of $2.6 million; (c) a non-cash expense related to the termination of  
an interest rate protection agreement of $7.1 million; and (d) a reduction in   
carrying value of assets to net realizable value of $8.6 million to the loss of 
($23.7) million generated during 1992.  The 1992 amount also includes a net     
change in working capital of $5.3 million.                                      

Cash flows used by investing activities were ($13.7) million, ($5.5) million and
($1.7) million for 1994, 1993 and 1992, respectively.  Investing activities     
include capital expenditures of $2.2 million, $1.5 million and $0.9 million in  
1994, 1993 and 1992, respectively.  Investing activities in 1994 include        
expenditures of $14.6 million for acquisitions, the purchase of intangible      
assets and loans.  In addition, 1994 investing activities are net of $3.2       
million of payments received on notes and from the sale of assets.  Investing   
activities in 1993 include expenditures of $3.9 million relating to the purchase
of radio station assets.  Investing activities in 1992 include a $1.0 million   
expenditure relating to the investment in the Colorado Rockies baseball         
franchise.                                                                      

Cash flows provided by financing activities were $0.7 million and $12.8 million 
for 1994 and 1993.  Cash flows from financing activities in 1994 results        
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 is principally 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                         

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, 1994 and 1993, and the 
related consolidated statements of operations, shareholders' equity (deficit),  
and cash flows for each of the three years in the period ended December 31,     
1994.  These financial statements are the responsibility of the Company's       
management.  Our responsibility is to express an opinion on these financial     
statements based on our audits.                                                 

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

In our opinion, the 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, 1994 and 1993, and the 
consolidated results of their operations and their cash flows for each of the   
three years in the period ended December 31, 1994, in conformity with generally 
accepted accounting principles.                                                 

As discussed in Note 2 to the financial statements, in 1993 the Company         
implemented the push-down method of accounting in connection with the financial 
restructuring and change in control described in Note 1.                        

COOPERS & LYBRAND L.L.P.                                                        
Cincinnati, Ohio                                                                
February 13, 1995                                                               

                                                                [Download Table]
      JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                             
      CONSOLIDATED BALANCE SHEETS                                             
      DECEMBER 31, 1994 AND 1993                                              


                                                  1994                 1993   
                                                                              
      ASSETS                                                                  
Current assets:                                                               
  Cash and cash equivalents                   $ 26,974,838        $ 28,617,599
  Accounts receivable, less allowance for                                     
    doubtful accounts of $1,348,000 in                                        
    1994 and $1,082,000 in 1993                 24,500,652          19,449,289

  Prepaid expenses                               3,419,719           1,228,917
  Other current assets                           1,230,582             768,232
                     Total current assets       56,125,791          50,064,037

Property and equipment                          22,628,841          23,072,887
Intangible assets                               89,543,301          84,991,361
Other assets                                     5,281,422           1,780,244

            Total assets                      $173,579,355        $159,908,529

      LIABILITIES                                                             
Current liabilities:                                                          
Accounts payable                              $  2,723,717        $  2,011,460
Accrued payroll                                  3,274,902           3,218,239
Accrued federal, state and                                                    
  local income tax                               2,092,616           2,025,485
Other current liabilities                        3,397,117           4,150,097
           Total current liabilities            11,488,352          11,405,281

Other liabilities                                3,869,567             190,057
Deferred tax liability                           9,177,456           7,900,000

            Total liabilities                   24,535,375          19,495,338

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 shares: 19,590,373 in                                       
   1994 and 19,499,812 in 1993                    1,959,038          1,949,982
Additional paid-in capital, Common Stock        137,404,815        136,634,368
Common stock warrants                               390,167            390,397
Retained earnings                                 9,289,960          1,438,444

            Total shareholders' equity          149,043,980        140,413,191

            Total liabilities and                                             
              shareholders' equity             $173,579,355       $159,908,529


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, 1994, 1993 and 1992                    



                                    1994           1993          1992     

                                                                          

Broadcast revenue              $119,635,308   $100,745,089   $ 79,256,543 
     Less agency commissions     12,624,860     10,812,889      8,750,584 

        Net revenue             107,010,448     89,932,200     70,505,959 

Broadcast operating expenses     80,468,077     69,520,397     55,782,048 
Depreciation and amortization     9,698,030     10,222,844      6,399,093 
Corporate general and                                                     
   administrative expenses        3,361,263      3,563,800      2,926,075 
Reduction in carrying value                                               
   of assets to net realizable                                            
   value                                                        8,600,000 

        Operating income (loss)  13,483,078      6,625,159     (3,201,257)

Interest expense                   (533,862)    (2,734,677)   (13,701,483)
Interest income                   1,218,179        258,857        258,165 
Interest rate protection                                                  
  agreement termination                                                   
  expense                                                      (7,082,263)
Other income (expense), net          (2,079)       (10,895)        25,492 

        Income (loss) before                                              
          income taxes           14,165,316      4,138,444    (23,701,346)
Income tax expense               (6,313,800)    (2,700,000)               

        Net income (loss)         7,851,516      1,438,444    (23,701,346)

Preferred stock dividends                                        (526,048)

Decrease in redemption value                                              
   of redeemable common stock                                             
   warrants                                                       770,084 

        Amount applicable to                                              
          income (loss) per                                               
          common share         $  7,851,516   $  1,438,444   $(23,457,310)

        Net income (loss) per                                             
          common share            $ 0.37         $  0.10        $ (61.50) 

Number of common shares used                                              
   in per share calculation      21,409,177     14,504,527        381,430 


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

                                                                [Download Table]
      JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                             
      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)               
      for the years ended December 31, 1994, 1993 and 1992                    


                        Common Stock               Preferred Stock            
                     Shares  Stated Value      Shares        Par Value        
----------------------------------------------------------------------------- 
                                                                              
Balances,                                                                     
 December 31,                                                                 
 1991                428,015    $   42,802      683,181        $ 68,318       
Decrease in                                                                   
 redemption value                                                             
 of redeemable                                                                
 common stock                                                                 
 warrants                                                                     
Expiration of                                                                 
 warrants                                                                     
Preferred stock                                                               
 dividend                                                                     
Net loss                                                                      
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1992                428,015        42,802      683,181           68,318      
To give effect                                                                
 to the restruct-                                                             
 uring and to the                                                             
 application of                                                               
 push down                                                                    
 accounting         8,710,655      871,065     (683,181)         (68,318)     
------------------------------------------------------------------------------
Balances,                                                                     
 January 1, 1993    9,138,670      913,867            0                0      
Retirement of                                                                 
 treasury stock       (46,586)      (4,659)                                   
Issuance of                                                                   
 Common Stock:                                                                
  Public offering   5,462,500      546,250                                    
  Sale to Parent    3,484,321      348,432                                    
  1993 rights                                                                 
   offering           345,476       34,548                                    
  Directors'                                                                  
   subscription        80,000        8,000                                    
  Purchase of                                                                 
   KAZY(FM)           964,006       96,401                                    
  Exercise of                                                                 
   stock options       52,886        5,289                                    
  Other                18,539        1,854                                    
Net income                                                                    
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1993              19,499,812     1,949,982           0                0      
Exercise of                                                                   
 stock options         89,310         8,931                                   
Other                   1,251           125                                   
Net income                                                                    
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1994              19,590,373    $1,959,038           0           $   -0-     
==============================================================================
      The accompanying notes are an integral part                             
      of the consolidated financial statements.                               

                                                                [Download Table]

                              Additional                Common                
                            Paid-In Capital              Stock                
                         Common      Preferred         Warrants               
------------------------------------------------------------------------------
                                                                              
Balances,                                                                     
 December 31,                                                                 
 1991                $ 18,538,054        $5,789,977   $1,085,199              
Decrease in                                                                   
 redemption value                                                             
 of redeemable                                                                
 common stock                                                                 
 warrants                 770,084                                             
Expiration of                                                                 
 warrants                 189,399                       (189,399)             
Preferred stock                                                               
 dividend                                  (526,048)                          
Net loss                                                                      
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1992                  19,497,537         5,263,929      895,800              
To give effect                                                                
 to the restruct-                                                             
 uring and to the                                                             
 application of                                                               
 push down                                                                    
 accounting            36,994,455        (5,263,929)    (492,995)             
------------------------------------------------------------------------------
Balances,                                                                     
 January 1, 1993       56,491,992                 0      402,805              
Retirement of                                                                 
 treasury stock        (6,923,254)                                            
Issuance of                                                                   
 Common Stock:                                                                
  Public offering      59,390,937                                             
  Sale to Parent       19,651,571                                             
  1993 rights                                                                 
   offering             1,703,287                                             
  Directors'                                                                  
   subscription           451,200                                             
  Purchase of                                                                 
   KAZY(FM)             5,436,993                                             
  Exercise of                                                                 
   stock options          275,914                                             
  Other                   155,728                        (12,408)             
Net income                                                                    
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1993                 136,634,368                 0      390,397              
Exercise of                                                                   
 stock options            760,215                                             
Other                      10,232                           (230)             
Net income                                                                    
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1994                $137,404,815             $  -0-  $  390,167              
==============================================================================


                                                                [Download Table]

                     Retained                                                 
                     Earnings           Treasury Stock                        
                     (Deficit)        Shares        Amount         Total      
------------------------------------------------------------------------------
                                                                              
Balances,                                                                     
 December 31,                                                                 
 1991              $(45,979,473)       46,586    $(6,927,913)    $(27,383,036)
Decrease in                                                                   
 redemption value                                                             
 of redeemable                                                                
 common stock                                                                 
 warrants                                                             770,084 
Expiration of                                                                 
 warrants                                                                     
Preferred stock                                                               
 dividend                                                            (526,048)
Net loss            (23,701,346)                                  (23,701,346)
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1992               (69,680,819)       46,586     (6,927,913)     (50,840,346)
To give effect                                                                
 to the restruct-                                                             
 uring and to the                                                             
 application of                                                               
 push down                                                                    
 accounting          69,680,819                                   101,721,097 
------------------------------------------------------------------------------
Balances,                                                                     
 January 1, 1993              0        46,586     (6,927,913)      50,880,751 
Retirement of                                                                 
 Treasury Stock                       (46,586)     6,927,913                  
Issuance of                                                                   
 Common Stock:                                                                
  Public offering                                                  59,937,187 
  Sale to Parent                                                   20,000,003 
  1993 rights                                                                 
   offering                                                         1,737,835 
  Directors'                                                                  
   subscription                                                       459,200 
  Purchase of                                                                 
   KAZY(FM)                                                         5,533,394 
Exercise of                                                                   
 stock options                                                        281,203 
Other                                                                 145,174 
Net income            1,438,444                                     1,438,444 
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1993                 1,438,444            0               0      140,413,191 
Exercise of                                                                   
 stock options                                                        769,146 
Other                                                                  10,127 
Net income            7,851,516                                     7,851,516 
------------------------------------------------------------------------------
Balances,                                                                     
 December 31,                                                                 
 1994               $ 9,289,960           -0-          $  -0-    $149,043,980 
==============================================================================

                                                                [Download Table]
      JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                                
      CONSOLIDATED STATEMENTS OF CASH FLOWS                                      
      for the years ended December 31, 1994, 1993 and 1992                       



                                           1994          1993           1992     
                                                                                 

Cash flows from operating activities:                                            
  Net income (loss)                     $ 7,851,516   $ 1,438,444  $(23,701,346) 
  Adjustments to reconcile net income                                            
    (loss) to net cash provided by                                               
    operating activities:                                                        
      Depreciation                        2,506,661     2,258,818      3,091,854 
      Amortization of intangible assets   7,191,369     7,840,064      3,175,995 
      Non-cash interest expense                                        2,600,223 
      Termination of interest rate                                               
        protection agreement                                           7,082,263 
      Reduction in carrying value of                                             
        assets to net realizable value                                 8,600,000 
      Provision for losses on accounts                                           
        and notes receivable              1,441,925       957,749        741,926 
      Refinancing fees                                 (2,455,770)               
      Deferred income tax provision                                              
        (benefit)                          (355,000)    1,400,000                
      Gain on sale of properties                           (7,502)               
      Other                                (477,825)     (131,418)      (169,492)
      Change in current assets and                                               
        current liabilities net of                                               
        effects of acquisitions                                                  
        and disposals:                                                           
          Increase in accounts                                                   
            receivable                   (5,765,899)   (5,677,825)    (2,692,159)
          (Increase) decrease in                                                 
            other current assets         (2,008,159)    1,487,404     (3,277,830)
          Increase (decrease) in                                                 
            accounts payable                371,913      (268,903)       966,739 
          Increase in accrued payroll                                            
            and other current                                                    
            liabilities                     591,389     2,119,153     10,341,295 

Net cash provided by                                                             
  operating activities                    11,347,890    8,960,214      6,759,468 


(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, 1994, 1993 and 1992                      
      (Continued)                                                               


                                           1994           1993          1992    

                                                                                
Cash flows from investing activities:                                           
  Payment received on notes receivable   $ 1,300,000                            
  Capital expenditures                    (2,221,140) $(1,495,317)  $  (915,270)
  Investment in baseball franchise                                   (1,000,000)
  Cash paid for acquisitions              (4,904,345)  (3,871,910)              
  Purchase of intangible assets           (6,261,520)                           
  Proceeds from sale of assets             1,919,189                            
  Loans originated and other              (3,482,379)    (160,158)      192,870 
Net cash used by investing                                                      
    activities                           (13,650,195)  (5,527,385)   (1,722,400)

Cash flows from financing activities:                                           
  Proceeds from issuance of long-term                                           
    debt                                               48,000,000               
  Proceeds from issuance of Common Stock     779,273   88,301,704               
  Reduction in long-term debt                        (118,484,583)      (25,126)
  Payment of restructuring expenses         (119,729)  (5,061,925)              

Net cash provided (used) by                                                     
    financing activities                     659,544   12,755,196       (25,126)

Net increase (decrease) in cash                                                 
  and cash equivalents                    (1,642,761)  16,188,025     5,011,942 
Cash and cash equivalents at                                                    
  beginning of year                       28,617,599   12,429,574     4,145,441 

Cash and cash equivalents at                                                    
  end of year                           $ 26,974,838  $28,617,599   $ 9,157,383 


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

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

1.    RESTRUCTURING AND CHANGE IN CONTROL                                       

   On January 11, 1993, the Company completed a recapitalization plan that
substantially modified its debt and capital structure (the "Restructuring").    
Such Restructuring was accounted for as if it had been completed January 1,     
1993.  The Restructuring consisted of the following five basic parts:           

(1)   An infusion of equity by Zell/Chilmark Fund L.P. (hereinafter,
"Zell/Chilmark") by way of a merger (the "Merger") of a corporation wholly owned
by Zell/Chilmark with and into the Company, which resulted in an equity         
restructuring of the Company, including:                                        

         (i)   the conversion of every share of the Company's common stock
outstanding prior to the Merger into 0.0423618 shares of a new class of capital 
stock, the Class A Common Stock (the "New Class A Common Stock"), and warrants  
("Warrants") to purchase 0.1611234 additional shares of a new class of non-     
voting common stock, the Class B Common Stock (the "New Class B Common Stock"); 

            (ii)  the conversion of every share of the Company's preferred stock
outstanding prior to the Merger, together with any accumulated and unpaid       
dividends thereon, into 0.2026505 shares of New Class B Common Stock, and       
Warrants to purchase 0.7707796 shares of New Class B Common Stock;              

        (iii)   the distribution of cash, at the rate of $5.74 per share and
$0.20 per Warrant, in lieu of New Common Stock and Warrants to those            
shareholders of record who so elected, and to all holders in lieu of any        
fractional shares of New Common Stock or fractional Warrants; and               

            (iv)  the issuance to Zell/Chilmark of 1,032,060 shares of New Class
B Common Stock and 593,255 Warrants to purchase that number of shares of New    
Class B Common Stock.                                                           

(2)   A concurrent issuance of equity securities by the Company in  
exchange for the cancellation of approximately $81,500,000 of debt held by the  
Company's senior lenders and various subordinated creditors;                    

      (3)   The sale to Zell/Chilmark of most of the equity securities issued in
exchange for such cancellation of debt and Zell/Chilmark's reoffer of Warrants  
acquired by Zell/Chilmark under the Restructuring to those senior lenders who   
retain equity securities;                                                       

      (4)   The offering of rights (the "Rights") to (i) Zell/Chilmark, (ii) the
Company's creditors who retained New Common Stock acquired in the Restructuring 
and (iii) other holders of New Common Stock who were also shareholders on       
November 27, 1992, to acquire in the aggregate 1,000,000 shares of New Common   
Stock at a price of $5.74 per share; and                                        

      (5)   An increase in the authorized capital stock to 44,000,000 shares and
the reservation of 1,519,218 shares of New Common Stock for issuance after the  
Restructuring pursuant to a proposed new management stock option plan           
("Management Options").                                                         

As a result of the Company's restructuring and merger, the Company's Amended and
Restated Articles of Incorporation were amended to (i) increase the authorized  
capital shares of the Company to 44,000,000, (ii) authorize two classes of no   
par value common stock, designated the "New Class A Common Stock" and the "New  
Class B Common Stock", each with 20,000,000 shares authorized for the class,    
(collectively, the "New Common Stock"), and (iii) create two classes of no par  
value preferred stock, designated the "New Class A Preferred Stock" and the "New
Class B Preferred Stock", each with 2,000,000 shares authorized (collectively,  
the "New Preferred Stock").  No New Preferred Stock has been issued.            

Upon the grant by the Federal Communications Commission ("FCC") on April 23,    
1993 of approval of a transfer of control of the Company to Zell/Chilmark, the  
New Class B Common Stock automatically converted into Class A Common Stock, the 
Class A Common Stock was designated "Common Stock" and shares formerly          
authorized as Class B Common Stock were added to increase the authorized shares 
of such Common Stock to 40,000,000 shares.                                      

The dilution to those who were shareholders prior to the Restructuring and the  
resultant impact of the Restructuring on the Company's Common Stock ownership   
are as follows:                                                                 

                                                                [Download Table]
      Equity Distribution After Restructuring(1)                                    

                                                 Common Stock                       
                                                   Received                         
                                   Common Stock   Pursuant to                       
                         Common      Purchase      the 1992                         
                         Shares      Warrants       Rights             Percent      
                        Received     Received      Offering    Primary(2) Diluted(3)
                                                                                    
Zell/Chilmark          7,288,931      657,668        983,344     91.44%     80.74%  

Senior Creditors         402,431        -0-            -0-        4.45%      3.64%  

Other Creditors           10,000       30,710          -0-        0.11%      0.37%  

Preferred Shareholders                                                              
  prior to the                                                                      
  Restructuring            6,416       38,355          -0-        0.07%      0.40%  

Common Shareholders                                                                 
  prior to the                                                                      
  Restructuring          338,505    1,287,501         16,656      3.93%     14.85%  

                       8,046,283    2,014,234      1,000,000    100.00%    100.00%  


[FN]                                                                            

(1)   Does not give effect to (a) the 3,484,321 shares of Common Stock issued to
Zell/Chilmark in March 1993 as part of a refinancing; (b) the 964,006 shares of 
Common Stock issued to Zell/Chilmark in July 1993 for the purchase of radio     
station KAZY(FM) (see Note 4); or (c) the sale of 5,462,500 shares of Common    
Stock by the Company in November 1993 through a public offering.                

(2)   Before exercise of Warrants and Management Options.                       

(3)   After giving effect to the exercise of Warrants but not Management        
Options.                                                                        

2.    BASIS OF PRESENTATION                                                     

   The Company implemented the Restructuring described in Note 1 using the
push-down method of accounting as if the Restructuring were consummated on      
January 1, 1993.  Push-down accounting is a procedure whereby subsidiaries use  
their parent companies' purchase accounting principles in preparing their       
financial statements.  In accordance with the push-down method of accounting,   
the Company's net assets were restated generally at current replacement value,  
the restructured debts were stated at amounts supported by the underlying       
documents and the accumulated deficit was adjusted to a zero balance.           

Coincident with the implementation of the aforementioned push-down  
accounting, the Company adopted Statement of Financial Accounting Standards No. 
109, "Accounting for Income Taxes".  Such change resulted in the establishment  
of a deferred income tax liability of $6,500,000.                               

    A reconciliation of the Company's historical shareholders' deficit as of
December 31, 1992 with shareholders' equity at January 1, 1993 as reflected in  
the accompanying Consolidated Statement of Shareholders' Equity for the year    
ended December 31, 1993 is set forth below.  Such reconciliation gives effect to
the Restructuring and to the application of push-down accounting.               

                                                        [Enlarge/Download Table]
                                                            ($000)                          

                                                   Additional                               
                            Redeemable              Paid-In                                 
                             Common    Convertible  Capital,           Additional   Common  
                  Dividends   Stock     Preferred  Preferred  Common     Paid-In     Stock  
   Transaction     Payable   Warrants     Stock      Stock     Stock     Capital    Warrants
                                                                                            
Balances,                                                                                   
December 31, 1992 $   1,030 $      487 $        68 $   5,264 $      43  $ 19,497  $    896  

Adjustments:                                                                                

Exchange of                                                                                 
  redeemable                                                                                
  common stock                                                                              
  warrants for                                                                              
  New Common                                                                                
  Stock                           (487)                              2       485            

Exchange of old                                                                             
  common stock for                                                                          
  New Common                                                       (43)                     
  Stock                                                             43                      

Issuance of New                                                                             
  Common Stock                                                                              
  to Zell/Chilmark                                                  87     4,913            

Issuance of New                                                                             
  Common Stock                                                                              
  in rights                                                                                 
  offering                                                         100     5,640            

Issuance of New                                                                             
  Common Stock                                                                              
  to creditors                                                     665    37,499            

Cancellation of                                                                             
  common stock                                                                              
  warrants                                                                   896   (896)    


                                                        [Enlarge/Download Table]

                                                   Additional                              
                            Redeemable              Paid-In                                
                             Common    Convertible  Capital            Additional   Common 
                  Dividends   Stock     Preferred  Preferred  Common     Paid-In     Stock 
   Transaction     Payable   Warrants     Stock      Stock     Stock     Capital   Warrants

                                                                                           
Issuance of New                                                                            
  Common Stock                                                                             
  to preferred                                                                             
  shareholders and                                                                         
  others and                                                                               
  other preferred                                                                          
  stock purchases    (1,030)                   (68)   (5,264)       17     6,202           

Issuance of New                                                                            
  Common Stock                                                                             
  Warrants                                                                  (387)    403*  

Costs of issuance                                                                          
  of New Common                                                                            
  Stock and rights                                                                         
  offering                                                                (1,125)          

Forgiveness of                                                                             
  indebtedness                                                                             

Equity effects of                                                                          
push-down                                                                                  
accounting:                                                                                

  Adjustment of net                                                                        
   asset carrying                                                                          
   values                                                                 10,064           

  Restructuring                                                                            
   costs                                                                                   

  Elimination of                                                                           
   accumulated                                                                             
   deficit                                                               (27,193)          

Net adjustments     (1,030)      (487)        (68)   (5,264)      871     36,994     (493) 

Balances,                                                                                  
January 1, 1993   $       0 $        0 $         0 $       0 $    914  $  56,491 $    403  

* Includes 79,275 Warrants at $0.20 each issued in connection with cancellation            
  of indebtedness.                                                                         


                                                                [Download Table]


                         Accumulated    Treasury
   Transaction             Deficit       Stock  
                                                
Balances,                                       
December 31, 1992         $ (69,681)    $(6,928)

Adjustments:                                    

Exchange of                                     
  redeemable                                    
  common stock                                  
  warrants for                                  
  New Common                                    
  Stock                                         

Exchange of old                                 
  common stock for                              
  New Common                                    
  Stock                                         

Issuance of New                                 
  Common Stock                                  
  to Zell/Chilmark                              

Issuance of New                                 
  Common Stock                                  
  in rights                                     
  offering                                      

Issuance of New                                 
  Common Stock                                  
  to creditors                                  

Cancellation of                                 
  common stock                                  
  warrants                                      


                                                                [Download Table]


                          Accumulated   Treasury
   TRANSACTION              Deficit       Stock 

                                                
Issuance of New                                 
  Common Stock                                  
  to preferred                                  
  shareholders and                              
  others and                                    
  other preferred                               
  stock purchases                               

Issuance of New                                 
  Common Stock                                  
  Warrants                                      

Costs of issuance                               
  of New Common                                 
  Stock and rights                              
  offering                                      

Forgiveness of                                  
  indebtedness               47,031             

Equity effects of                               
  push-down                                     
  accounting:                                   

    Adjustment of net                           
     asset carrying                             
     values                                     

    Restructuring                               
     costs                   (4,543)            

    Elimination of                              
     accumulated                                
     deficit                 27,193             

Net adjustments              69,681           0 

Balances,                                       
January 1, 1993           $       0     $(6,928)


The effect of the Restructuring discussed above and the March 11, 1993          
Refinancing together with the Zell/Chilmark private placement has been reflected
in the accompanying December 31, 1993 Consolidated Balance Sheet.               

Pro forma results of operations, assuming the Restructuring, and the Refinancing
together with the Zell/Chilmark private placement occurred on the first day of  
the periods shown below, are as follows (amounts in thousands, except per share 
amounts):                                                                       

                                                        [Enlarge/Download Table]

                                                 For the Year Ended December 31, 1993 
                                                Historical    Refinancing   Total Pro 
                                               As Reported    Adjustment      Forma   

                                                                                      
Broadcast revenue............................. $ 100,745                    $ 100,745 
  Less agency commissions.....................    10,813                       10,813 
    Net revenue...............................    89,932                       89,932 
Broadcast operating expenses..................    69,520                       69,520 
Depreciation and amortization.................    10,223                       10,223 
Corporate general and administrative expenses.     3,564                        3,564 
    Operating income..........................     6,625                        6,625 
Interest expense..............................    (2,735)       $  485 (a)     (2,250)
Other income, net.............................       248                          248 
    Income before income tax..................     4,138           485          4,623 
Income tax expense............................    (2,700)         (194)(b)     (2,894)
    Net income................................ $   1,438        $  291      $   1,729 

Net income per common share................... $   0.10                     $   0.11  
Number of common shares used in per share                                             
  calculation.................................    14,505           659 (c)     15,164 


                                                        [Enlarge/Download Table]

                                             For the Year Ended December 31, 1992            

                              Historical  Restructuring   Pro Forma to                Total  
                                  As       Pro Forma     give effect to  Refinancing   Pro   
                               Reported    Adjustments    Restructuring  Adjustment   Forma  
                                                                                             
Broadcast revenue............ $  79,257                   $  79,257                  $ 79,257
 Less agency commissions.....     8,751                       8,751                    8,751 
  Net revenue................    70,506                      70,506                   70,506 

Broadcast operating expenses.    55,782                      55,782                   55,782 
Depreciation and amortization     6,399     $ 2,635 (d)       9,034                    9,034 
Corporate general and                                                                        
 administrative expenses.....     2,926                       2,926                    2,926 
Reduction in carrying value of                                                               
 assets to net realizable                                                                    
 value........................    8,600      (8,600)(e)                                      
  Operating income (loss).....   (3,201)      5,965           2,764                    2,764 

Interest expense..............  (13,701)      8,871 (f)      (4,830)    $ 2,580(a)    (2,250)
Interest rate protection                                                                     
 agreement termination                                                                       
 expense......................   (7,082)      7,082 (g)                                      
Other income, net.............      283                         283                      283 
  Income (loss) before                                                                       
   income taxes...............  (23,701)     21,918          (1,783)      2,580          797 
Income tax expense............                                             (319)(b)     (319)
  Net income (loss)...........$ (23,701)    $21,918       $  (1,783)    $ 2,261     $    478 

Amount applicable to income                                                                  
    (loss) per common share...$ (23,457)    $  (244)(h)   $  (1,783)                $    478 

Net income (loss) per                                                                        
    common share..............$ (61.50)                   $  (0.20)                 $  0.04  

Number of common shares used                                                                 
 in per share calculation.....      381       8,712(c)        9,093       3,484(c)    12,577 


Adjustments to the pro forma results of operations are explained as follows:    

(a) To reflect the elimination of the interest associated with the restructuring
debt facility and record the interest associated with the new refinancing debt  
facility as follows:                                                            

              ($000)
              Year Ended
                December 31,
               1993       1992
Restructuring debt interest                                                     
included in historical financial                                              
statements.........................  $ (2,735)  $ (4,830)                     
Interest on new refinancing                                                     
debt facility ($45,000 x 5%).......     2,250      2,250                      

Pro forma adjustment................  $   (485)  $ (2,580)                      

(b)  To provide for the tax effect of pro forma adjustments using an estimated  
statutory rate of 40%.                                                          

(c)  To provide for the change in the weighted average outstanding common       
shares.                                                                         

(d)  To adjust depreciation and amortization expense to reflect the revised     
expense related to the new asset bases for property and equipment and intangible
assets.                                                                         

Property and Equipment                                                          

      Property and equipment are depreciated 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 amortized on the straight-line basis over the 
following lives:                                                                

Goodwill..............................        40 years              
Other intangibles.....................   1 to 25 years              

(e)  To eliminate the write down of intangible assets due to the revaluation of 
assets.                                                                         

(f)  To reflect the elimination of the interest associated with the restructured
debt and record the interest associated with the restructuring debt facility as 
follows:                                                                        

                      ($000)
                      Year Ended
                      December 31,
                      1992

Restructured debt interest included                                             
in historical statements...............    $ (13,701)                       
Interest on restructuring debt facility                                         
($69,000 x 7%).........................        4,830                        

Pro forma adjustment.....................    $  (8,871)                         

(g)  To eliminate the expense associated with the termination of the interest   
rate protection agreement in 1992, which termination fee was eliminated as part 
of the Restructuring.                                                           

(h)  To eliminate the dividend and redemption premium requirement on preferred  
stock and redeemable common stock warrants exchanged in the Restructuring Plan. 

All common share and per share data included in the financial statements and    
footnotes have been restated to reflect the conversion of every share of the    
Company's common stock outstanding prior to the Merger into 0.0423618 shares of 
New Common Stock as discussed above.  The conversion was accounted for as a     
reverse stock split.  The New Common Stock was recorded at its stated value of  
$0.10 per share.  The difference between the stated values of common stock and  
the New Common Stock was credited to additional paid-in capital, common.        

The basis for the application of push-down accounting is set forth below.  The  
financial statements only include the resulting revaluations pursuant to        
Zell/Chilmark's 91.44% ownership of the Company.  There were no revaluations    
recorded for the minority interest ownership of the Company.                    

The allocation of consideration given for the purchase of 91.44% of the Company 
by Zell/Chilmark is as follows (amounts in thousands):                          

8,272,276 Common Shares                                             
at $5.74 per share                   $ 47,483                   
629,117 New Common Stock Warrants                                   
at $0.20 per Warrant                      126                   
New debt obligations                     62,345                     
Assumption of certain current                                       
liabilities                            14,918                   
Assumption of other liabilities           6,130                     
                  $131,002

Current assets                         $ 33,146                     
Property and equipment                   19,845                     
Intangible assets (primarily                                        
goodwill)                              76,577                   
Notes receivable and other assets         1,434                     
                  $131,002

3. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS                              

Description of Business                                                   

The Company owns and operates radio stations throughout the               
United States.                                                            

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 $5,545,000, $100,000, and $384,000 were paid during 1994, 1993
and 1992, respectively.  Interest paid was $381,000,                      
$3,107,000, and $2,136,000 during 1994, 1993, and 1992, respectively.     
The effect of barter transactions has been eliminated (see Note           
14).                                                                      

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.  The Company          
places its temporary cash investments ($21,835,000 at December 31, 1994)  
with two financial institutions.  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       

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.                               

Per Share Data                                                            

Income per share for the years ended December 31, 1994 and 1993           
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.                                   

Loss per share for the year ended December 31, 1992 is based on the       
weighted average number of shares of common stock outstanding             
(adjusted to reflect the conversion of each share of the average number of
shares outstanding into 0.0423618 shares of New Common Stock as a result  
of the 1993 Restructuring) 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, redeemable common                 
stock warrants and convertible preferred stock were                       
anti-dilutive and, therefore, were not included in the                    
computation.                                                              

4. ACQUISITIONS                                                                 

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 July 1993, the Company completed the acquisition of radio              
station KAZY(FM) in Denver, Colorado from Zell/Chilmark.                  
Zell/Chilmark had purchased that station for $5,500,000.                  
Zell/Chilmark sold the station to the Company in consideration of the     
issuance of shares of the Company's Common Stock having a value, at       
 $5.74 per share, equal to Zell/Chilmark's cost for the station plus related
acquisition costs.  In connection with the acquisition, 964,006 shares of 
the Company's Common Stock was issued to Zell/Chilmark.                   

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.  CMM is included in the             
1994 consolidated financial statements of the Company.  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.  The asset              
purchase is subject to FCC approval and the satisfaction                  
of certain other conditions.  Pending consummation of the                 
transaction, the Company has entered into a Local Marketing               
Agreement which commenced April 7, 1994, and will expire                  
on the earlier of the purchase date or June 30, 1995.                     

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.                                               

5. 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.                                                            

6. PROPERTY AND EQUIPMENT                                                       

Property and equipment at December 31, 1994 and 1993 consist of the       
following:                                                                
                  1994                1993
Land and land                                                       
improvements             $ 1,999,002         $ 1,920,388        
Buildings                    1,912,432           1,838,571          
Equipment                   18,725,970          17,357,880          
Furniture and fixtures       2,346,041           2,278,263          
Leasehold improvements       2,116,548           1,932,925          
                  27,099,993          25,328,027
Less accumulated                                                    
depreciation              (4,471,152)         (2,255,140)       
                 $22,628,841         $23,072,887

7. INTANGIBLE ASSETS                                                            

Intangible assets at December 31, 1994 and 1993 consist of the            
following:                                                                

                       1994         1993

Goodwill                        $ 78,621,918  $ 73,140,129          

Other                             25,952,816    19,691,296          
                       104,574,734    92,831,425

Less accumulated amortization    (15,031,433)   (7,840,064)         
                      $ 89,543,301  $ 84,991,361

8.    DEBT AGREEMENT                                                            

Following completion of the Restructuring in January 1993 (see Note 1), the     
Company refinanced its senior debt in March 1993 and entered into a Credit      
Agreement with a group of lenders agented by Banque Paribas, with The First     
National Bank of Boston and Continental Bank N.A. acting as co-agents.  The     
Credit Agreement, as amended, provides for a senior secured reducing revolving  
credit facility with a commitment of $42,700,000 at December 31, 1994 that      
expires on December 31, 2000 (the "Revolver") and a senior secured 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 Credit Agreement requires that the commitment under the Revolver be reduced 
by $787,500 quarterly during 1995 and by increasing quarterly amounts           
thereafter, and, under certain circumstances, requires mandatory prepayments    
of any outstanding loans and further commitment reductions under the 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 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 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 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 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 6.44%.                               

9.    CAPITAL STOCK                                                             

    Under the Restructuring, 2,014,233 warrants to purchase 2,014,233 shares
of Common Stock at $8.30 were issued and 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, 1994, 1,151 warrants were exercised.                               

10.   REDUCTION IN CARRYING VALUE                                               

    In the third quarter of 1992, the Company determined that there had been
a permanent impairment in the carrying value of its investment in certain of its
radio properties due to a continuing decline in operating income and operating  
cash flows at those stations and deteriorating market conditions during the nine
months ended September 30, 1992.  Accordingly, based on the results of a        
third-party appraisal, goodwill was reduced by $8,600,000 and charged as an     
expense in the accompanying 1992 Consolidated Statement of Operations.          

11.  INCOME TAXES                                                               

In February 1992, the Financial Accounting Standards Board issued Statement     
of Financial Accounting Standards No. 109, "Accounting for Income Taxes."  The  
new accounting standard was adopted on January 1, 1993, as required.  Such      
change was included in the new basis of accounting established as of January 1, 
1993 through the application of push-down accounting principles and resulted in 
the establishment of a deferred income tax liability of approximately           
$6,500,000.                                                                     

Income tax expense for the years ended December 31, 1994 and 1993 is
summarized as follows.  (There was no income tax expense for the year ended     
December 31, 1992):                                                             

              Federal      State       Total
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:                     

               1994       1993        1992
Federal income taxes                                                            
at the statutory rate      $ 4,957,861 $ 1,407,071 $(8,058,458)             
Amortization not deductible      606,137     404,660   3,635,143                
State income taxes, net of any                                                  
current federal income tax                                                  
benefit                        663,000     330,000                          
Net operating loss carried                                                      
forward to future years                              4,028,554              
Other                             86,802     558,269     394,761                
           $6,313,800  $2,700,000  $     0

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

                                1994            1993

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

12.   STOCK OPTIONS                                                             

1993 Stock Option Plan                                              

Under the Company's 1993 stock option plan, options to acquire up to
1,519,218 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, 1994 and 1993 is as follows:                                       

                   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 range from $5.74 per share to    
$14.34 per share.                                                               

13.   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, 1994 are payable as follows:                

1995               $ 2,786,000    
1996                 2,503,000    
1997                 2,551,000    
1998                 2,228,000    
1999                 1,126,000    
Thereafter           4,856,000    
               $16,050,000

Rental expense was approximately $3,336,000, $2,991,000, and $2,379,000 for     
the years ended December 31, 1994, 1993 and 1992, respectively.                 

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, which  
would not have a significant effect on the financial position or results of     
operations of the Company.                                                      

14.   BARTER TRANSACTIONS                                                       

     Barter revenue was approximately $4,647,000, $5,061,000 and $3,905,000 in
1994, 1993 and 1992, respectively.  Barter expense was approximately $4,164,000,
$4,941,000 and $3,572,000 in 1994, 1993 and 1992, respectively.                 

    Included in accounts receivable and accounts payable in the accompanying
consolidated balance sheets for 1994 and 1993 are barter accounts receivable    
(merchandise or services due the Company) of approximately $1,372,000 and       
$1,040,000, respectively, and barter accounts payable (air time due supplier of 
merchandise or service) of approximately $1,000,000 and $874,000, respectively. 

15.   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.   
Total expense related to this plan was $289,487, $237,875 and $228,851 in 1994, 
1993 and 1992, respectively.                                                    

                                                                [Download Table]

Supplementary Data                                                             

Quarterly Financial Data                                                       
for the years ended December 31, 1994 and 1993 (Unaudited)                     



                            First        Second        Third           Fourth  
                           Quarter       Quarter      Quarter         Quarter  

                                                                               

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  

1993                                                                           
Net revenue             $15,082,834   $24,696,266   $26,306,483     $23,846,617
Operating income (loss)  (1,723,332)    2,561,201     3,353,970       2,433,320
Net income (loss)        (1,067,101)      735,732       893,318         876,495
Net income (loss) per                                                          
   common share (1)         (0.10)          0.05          0.06            0.05 


[FN]                                                                            

NOTES:                                                                          

(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 1995 for the Annual Meeting of Shareholders presently scheduled to 
be held on May 17, 1995, 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 1995 for   
the Annual Meeting of Shareholders presently scheduled to be held on May 17,    
1995, 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 1993 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 1995 for the Annual Meeting of Shareholders  
presently scheduled to be held on May 17, 1995, 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 1995 for the Annual Meeting of Shareholders presently scheduled to 
be held on May 17, 1995, 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                73   

Schedule VIII - Valuation and Qualifying        
Accounts and Reserves                 167   

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 74 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, 1995         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, 1995                   /s/ Randy Michaels                       
               Randy Michaels,
                 President, Co-Chief
                  Operating Officer and Director
                 (Principal Executive Officer)

Date  March 29, 1995                /s/ Robert L. Lawrence                      
             Robert L. Lawrence,
            Co-Chief Operating Officer
              and Director

Date  March 29, 1995                 /s/ David M. Schulte                       
             David M. Schulte,
                 Chairman and Director

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

SIGNATURES, Continued                                               

Date  March 29, 1995                 /s/ John W. Alexander                      
                John W. Alexander,
                Director

Date  March 29, 1995                /s/ Rod F. Dammeyer                         
            Rod F. Dammeyer,
            Director

Date  March 29, 1995                  /s/ F. Philip Handy                       
                  F. Philip Handy,
                Director

Date  March 29, 1995                    /s/ Marc Lasry                          
             Marc Lasry,
            Director

Date  March 29, 1995                 /s/ Sheli Z. Rosenberg                     
                 Sheli Z. Rosenberg,
              Director

Date  March 29, 1995                     /s/ Samuel Zell                        
                  Samuel Zell,
                Director

Date  March 29, 1995                /s/ R. Christopher Weber                    
                R. Christopher Weber
                 Senior Vice President and
                 Chief Financial Officer
              (Principal Financial and
               Accounting Officer)

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 38 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 69 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 13, 1995                                                               

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

EXHIBIT INDEX                                                       

Exhibit     Name and Description/Location                                       

2.1        Asset Purchase Agreement dated December 17, 1993 between Jacor Cable,
Inc. and Crisler Capital Company, Limited Partnership (excluding exhibits and   
schedules not deemed material).  Incorporated by reference to Exhibit 2.7 to the
Annual Report on Form 10-K dated March 29, 1994.  *                             

2.2         Jacor - CMM Limited Partnership Agreement of Limited                
   Partnership dated January 1, 1994, by and between Jacor Cable, Inc., Up
Your Ratings, Inc. and Jacor Communications, Inc.  See pages 81 through 115.    

2.3   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 Jacor Communications, Inc. to amend the Jacor - CMM Limited   
Partnership Agreement of Limited Partnership dated January 1, 1994.  See pages  
116 through 119.                                                                

2.4   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 Jacor Communications, Inc. to amend the  
Jacor - CMM Limited Partnership Agreement of Limited Partnership dated January  
1, 1994. See pages 120 through 123.                                             

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 to 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.  *            

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

EXHIBIT INDEX                                                       

Exhibit     Name and Description/Location                                       

4.2        Credit Agreement dated as of March 5, 1993, among the Registrant; the
Banks named therein; Banque Paribas, as Agent; and The First National Bank of   
Boston and Continental Bank N.A., as Co-Agents (omitting exhibits not deemed    
material or filed separately in executed form).  Incorporated by reference to   
Exhibit 4.1 to the Current Report on Form 8-K dated March 11, 1993.  *          

4.3         Pledge Agreement dated as of March 5, 1993, by and between the      
Registrant and Banque Paribas, as Agent.  Incorporated by reference to Exhibit  
4.2 to the Current Report on Form 8-K dated March 11, 1993.  *                  

4.4         Security Agreement dated as of March 5, 1993, by and between the    
Registrant and Banque Paribas, as Agent (omitting exhibits not deemed material).
Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated
March 11, 1993.  *                                                              

4.5         Consolidated Amended and Restated Intercompany Demand Note issued to
the order of the Registrant by Jacor Broadcasting of Atlanta, Inc. dated March  
11, 1993. (1) Incorporated by reference to Exhibit 4.4 to the Current Report on 
Form 8-K dated March 11, 1993.  *                                               

4.6         Amended and Restated Intercompany Security Agreement and Financing  
Statement, dated as of March 5, 1993, among the Registrant and various of its   
subsidiaries (omitting exhibits not deemed material).  Incorporated by reference
to Exhibit 4.5 to the Current Report on Form 8-K dated March 11, 1993.  *       

4.7         Subsidiary Guaranty, dated as of March 5, 1993, by various          
subsidiaries, and their affiliates, of the Registrant, in favor of Banque       
Paribas, as Agent.  Incorporated by reference to Exhibit 4.6 to the Current     
Report on Form 8-K dated March 11, 1993.  *                                     

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

EXHIBIT INDEX                                                       

Exhibit     Name and Description/Location                                       

4.8        Subsidiary Security Agreement, dated as of March 5, 1993, by and   
among various subsidiaries, and their affiliates, of the Registrant and Banque  
Paribas, as Agent (omitting exhibits not deemed material).  Incorporated by     
reference to Exhibit 4.7 to the Current Report on Form 8-K dated March 11,      
1993. *                                                                         

4.9  Pledge Agreement, dated as of March 5, 1993, by and between Jacor        
Broadcasting of Atlanta, Inc. and Banque Paribas, as Agent.  Incorporated by    
reference to Exhibit 4.8 to the Current Report on Form 8-K dated March 11,      
1993. *                                                                         

4.10 Deed to Secure Debt and Security Agreement, dated as of March 5, 1993, by
and between Jacor Broadcasting of Atlanta, Inc. and Banque Paribas, as Agent.   
Incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K dated
March 11, 1993.  *                                                              

4.11 Deed of Trust and Security Agreement, dated as of March 5, 1993, between 
Jacor Broadcasting of Colorado, Inc. and the Public Trustee in the County of    
Douglas and the State of Colorado.  Incorporated by reference to Exhibit 4.10 to
the Current Report on Form 8-K dated March 11, 1993.  *                         

4.12 Open-End Mortgage, Assignment of Rents and Leases and Security Agreement,
dated March 5, 1993, by and between Jacor Broadcasting Corporation and Banque   
Paribas, as Agent. (2) Incorporated by reference to Exhibit 4.11 to the Current 
Report on Form 8-K dated March 11, 1993.  *                                     

 4.13 Revolving Note issued by the Registrant to Banque Paribas, dated March 11,
1993 in the principal amount of $9,000,000.00. (3) Incorporated by reference to 
Exhibit 4.12 to the Current Report on Form 8-K dated March 11, 1993.  *         

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

EXHIBIT INDEX                                                       

Exhibit     Name and Description/Location                                       

4.14 Acquisition Note issued by the Registrant to Banque Paribas, dated March 
11, 1993 in the principal amount of $11,000,000.00. (4) Incorporated by         
reference to Exhibit 4.13 to the Current Report on Form 8-K dated March 11,     
1993.  *                                                                        

4.15 Trademark Security Agreement, dated as of March 5, 1993, by Registrant in
favor of Banque Paribas, as Agent.  Incorporated by reference to Exhibit 4.14 to
the Current Report on Form 8-K dated March 11, 1993. *                          

4.16 Subsidiary Trademark Security Agreement, dated as of March 5, 1993, by   
Jacor Broadcasting of Tampa Bay, Inc. in favor of Banque Paribas, as Agent.     
Incorporated by reference to Exhibit 4.15 to the Current Report on Form 8-K     
dated March 11, 1993.  *                                                        

4.17 (+)   Restricted Stock Agreement dated as of June 23, 1993 by and between
the Registrant and Rod F. Dammeyer. (5) Incorporated by reference to Exhibit 4.2
to the Quarterly Report on Form 10-Q dated August 13, 1993.  *                  

4.18 (+)   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. (6) Incorporated by reference to Exhibit 4.3 to the Quarterly Report on  
Form 10-Q dated August 13, 1993.*                                               

4.19 First Amendment to Credit Agreement dated as of November 15, 1993 among  
the Registrant; the Banks named therein; Banque Paribas, as Agent, The First    
National Bank of Boston and Continental Bank N.A. as co-agents (omitting exhibit
filed separately in executed form), to amend the Credit Agreement dated as of   
March 5, 1993.  Incorporated by reference to Exhibit 4.3 to Amendment No. 2 to  
Form S-1 Registration Statement filed on November 16, 1993.  *                  

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

EXHIBIT INDEX                                                       

Exhibit     Name and Description/Location                                       

4.20        First Amendment to Subsidiary Guaranty, dated as of November 15,    
1993, by various subsidiaries, and their affiliates, of the Registrant, in favor
of Banque Paribas, as Agent, to amend the Subsidiary Guaranty dated as of March 
5, 1993.  Incorporated by reference to Exhibit 4.20 to Amendment No. 2 to Form  
S-1 Registration Statement filed on November 16, 1993.  *                       

4.21        Second Amendment to Credit Agreement dated as of March              
     7, 1994 among the Registrant; the Banks named therein; Banque
Paribas, as Agent, The First National Bank of Boston and Continental Bank N.A.  
as co-agents, to amend the Credit Agreement dated as of March 5, 1993.  See     
pages 124 through 136.                                                          

4.22      Third Amendment to Credit Agreement dated as of October 1, 1994 among 
the Registrant; the Banks named therein; Banque Paribas, as Agent, The First    
National Bank of Boston and Bank of America-Illinois (formerly known as         
Continental Bank N.A.) as co-agents, to amend the Credit Agreement dated as of  
March 5, 1993.  See pages 137 through 152.                                      

4.23 (+)    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. (7)  See pages 153 through 160.                                          

10.1 (+)  Consulting Agreement between Terry S. Jacobs and the Registrant dated 
July 28, 1993.  Incorporated by reference to Exhibit 10.9 to the Registration   
Statement on Form S-1, filed on October 18, 1993.  *                            

10.2 (+)    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.  *                                                                        

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

EXHIBIT INDEX                                                       

Exhibit     Name and Description/Location                                       

10.3 (+)    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 161.      

21          Subsidiaries of Registrant.  See page 162.                          

23.1        Consent of Independent Accountants.  See page 163.                  

27          Financial Data Schedule.  See page 164.                             

99.1        Press Release dated February 14, 1995.  See pages                   
165 and 166.                                            

*  Incorporated by reference as indicated.                                      

+  Management Contracts and Compensatory Arrangements.                          

(1) Identical notes were issued by the following subsidiaries:                  
Jacor Broadcasting of Colorado, Inc.                                
Jacor Broadcasting of Florida, Inc.                                 
Jacor Broadcasting of Knoxville, Inc.                               
Jacor Broadcasting of Tampa Bay, Inc.                               
Jacor Cable, Inc.                                                   
Jacor Broadcasting Corporation                                      
Georgia Network Equipment, Inc.                                     
Broadcast Finance, Inc.                                             

(2) A substantially similar document was entered into by Jacor                  
Broadcasting of Florida, Inc. relating to real property                 
located in the State of Florida.                                        

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

EXHIBIT INDEX                                                       

Exhibit     Name and Description/Location                                       

(3) Substantially identical notes were issued to the following                  
payees in the following principal amounts:                              

Payee                         Amount                    

The First National Bank of Boston..... $ 9,000,000.00               
Continental Bank N.A.................. $ 9,000,000.00               
Society National Bank................. $ 9,000,000.00               
Union Bank............................ $ 9,000,000.00               

(4) Substantially identical notes were issued to the following                  
payees in the following principal amounts:                              

Payee                               Amount            

The First National Bank of Boston..... $11,000,000.00               
Continental Bank N.A.................. $11,000,000.00               
Society National Bank................. $11,000,000.00               
Union Bank............................ $11,000,000.00               

(5) 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.                                                           

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

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

JACOR - CMM LIMITED PARTNERSHIP                                     

AGREEMENT OF LIMITED PARTNERSHIP                                    

                                           Dated as of January 1, 1994

TABLE OF CONTENTS                                       

1.    FORMATION OF PARTNERSHIP        1                                         
1.1   Formation     1                                               
1.2   Term    2                                                     
1.3   Name    3                                                     
1.4   Principal Office    3                                         

2.    CERTAIN DEFINITIONS       3                                               
2.1   "Act"   3                                                     
2.2   "Affiliate"   3                                               
2.3.  "Agreement"   3                                               
2.4   "Capital Cash Flow"       3                                   
2.5   "Closing Date"      3                                         
2.6   "Code"        3                                               
2.7   "Defaulting Partner"      3                                   
2.8   "Depreciation"      4                                         
2.9   "FPAA"        4                                               
2.10  "General Partner"   4                                         
2.11  "General Partner's Initial Contribution"    4                 
2.12  "General Partner's Initial Contribution Account"        4     
2.13  "GP Interest"       4                                         
2.14  "IRS"   4                                                     
2.15  "Jacor Stock"       4                                         
2.16  "Limited Partner"   4                                         
2.17  "LP Interest"       4                                         
2.18  "Management Fee"    4                                         
2.19  "Michaels"    4                                               
2.20  "Non-Contributing Partner"      4                             
2.21  "Non-Defaulting Partner"        4                             
2.22  "Omitted Contribution"    5                                   
2.23  "Operating Cash Flow"     5                                   
 2.24  "Operating Profit Before General Partner Management Fee"      5
2.25  "Partnership"       5                                         
2.26  "Preferred Return Rate"   5                                   
2.27  "Preferred Return"        5                                   
2.28  "Prime Rate"        5                                         
2.29  "Regulatory Allocation"   5                                   
2.30  "Stock"       5                                               
2.31  "TMP"   5                                                     
2.32  "Z/C"   5                                                     

3.    PURPOSE AND POWERS OF PARTNERSHIP     5                                   
3.1   Purpose       5                                               
3.2   Powers        6                                               

4.    CAPITAL ACCOUNTS    6                                                     
4.1   Capital Accounts    6                                         
4.2   Interest on and Return of Capital     7                       
4.3   Negative Accounts   8                                         

5.    CAPITAL       8                                                           
5.1   Initial Capital     8                                         
5.2   Additional Funds    8                                         
 5.3   Limit on Contributions and Obligations of Limited Partner    10

6.    TAX ITEMS    10                                                           
6.1   Profits, Losses and Distributive Shares of Tax Items   10     
6.2   Investment Tax Credit    12                                   
6.3   Installment Note Interest      12                 
6.4   Distribution In Kind     12                                   

7. CASH AVAILABLE FOR DISTRIBUTION   13                                         
7.1   Operating Cash Flow      13                                   
7.2   Capital Cash Flow  14                                         
7.3  Consent to Distributions  14                                   

8.    MANAGEMENT OF THE PARTNERSHIP  14                                         
8.1   General Partner    14                                         
8.2   Management Fee     16                                         
8.3   Limitations on Powers and Authorities of Partners      16     
8.4   Limited Partners   17                                         
8.5   Liability of General Partner   17                             
8.6   Indemnity    17                                               
  8.7   Other Activities of Partners and Agreements with Related Parties
17                                                                              
8.8   Other Matters Concerning the General Partner     18           
8.9   Default by Partners      18                                   

9.    BANKING      18                                                           

10.   ACCOUNTING   19                                                           
10.1   Fiscal Year       19                                         
10.2   Books of Account  19                                         
10.3   Method of Accounting    19                                   
10.4  Section 754 Election     19                                   
10.5   Tax Matters Partner     20                                   
10.6   Administrative Adjustments    20                             

11.   TRANSFERS OF PARTNERSHIP INTERESTS/ADDITIONAL LIMITED PARTNERS            
20                                                                
11.1   Prohibited Transfer of a Partner's Interest     20           
11.2   Buy-Sell Agreement      21                                   

12.   BANKRUPTCY OF A PARTNER  23                                               

13.   LIQUIDATION AND DISSOLUTION OF PARTNERSHIP       23                       
13.1  Dissolution Events       23                                   
13.2   Method of Liquidation   24                                   
13.3   Date of Termination     25                                   

14.   MISCELLANEOUS      26                                                     
14.1   Notices     26                                               
14.2   Modifications     26                                         
14.3   Successors and Assigns  26                                   
14.4   Duplicate Originals     27                                   
14.5   Construction      27                                         
14.6   Governing Law     27                                         
14.7   Other Instruments       27                                   
14.8   General Partner with Interest as Limited                     
Partner      27                                                                 
14.9   Legal Construction      27                                   
14.10  Gender      27                                               
14.11  Prior Agreements Superseded   27                             
14.12  Adjustment of Asset Value     27                             
14.13  No Third Party Beneficiary    28                             
14.14  Waiver of Right of Partition and Dissolution    28           
14.15  Purchase for Investment       28                             

JACOR - CMM LIMITED PARTNERSHIP                                     
AGREEMENT OF LIMITED PARTNERSHIP                                    

This AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is made and
entered into as of this 1st day of January, 1994, by and between Jacor Cable,   
Inc., a Kentucky corporation (the "General Partner"), Up Your Ratings, Inc., an 
Ohio corporation (the "Limited Partner") and Jacor Communicaitons, Inc., an Ohio
corporaton ("Jacor Communications").  The General Partner and the Limited       
Partner are sometimes referred to in this Agreement individually as a "Partner" 
and collectively as the "Partners".                                             

RECITALS                                                            

A.    General Partner and Limited Partner desire to form an Illinois
limited partnership (the "Partnership") for the purpose of owning all of the    
issued and outstanding common stock, no par value (the "Stock") of Critical Mass
Media, Inc., an Ohio corporation (the "Company").                               

  B.    The Partners also desire to have the Partnership governed by the
Illinois Revised Uniform Limited Partnership Act (the "Act").                   

    C.    Jacor Communications, as the sole shareholder of Jacor will derive
an indirect benefit from this Agreement and, in addition, Jacor Communications  
is a party to this Agreement solely with respect to Section 11.2 hereof.        

 THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and       
sufficiency of which are hereby acknowledged, the Partners agree as follows:    

1.    FORMATION OF PARTNERSHIP                                                  

   1.1   Formation.  The General Partner and the Limited Partner do hereby
form and enter into an Illinois limited partnership (being the "Partnership")   
according to all of the terms and provisions of this Agreement.  Each Partner   
has an interest in the Partnership which is expressed in terms of a percentage  
of the whole, with the present "Percentage Interest" of each Partner being set  
forth opposite its signature hereto.  No Partner has any interest in specific   
Partnership property but the interests of all Partners in the Partnership are,  
for all purposes, personal property.                                            

    1.2   Term.  The term of the Partnership shall continue until terminated
or dissolved pursuant to the terms of Section 13.1 below.                       

    1.3   Name.  The Partnership name shall be "Jacor-CMM Limited Partnership"
but the General Partner may from time to time change the name of the Partnership
or may adopt such trade or fictitious names as it may determine.  The General   
Partner shall execute and file any assumed or fictitious name certificates      
required by law to be filed in connection with the formation and operation of   
the Partnership.  The Partners shall execute and deliver such additional        
documents and perform such additional acts consistent with the terms of this    
Agreement as may be necessary to comply with the requirements of law for the    
formation, qualification and operation of a partnership in each jurisdiction    
in which the Partnership conducts business.                                     

     1.4   Principal Office.  The principal office of the Partnership shall be
located c/o Jacor Cable, Inc., 1300 PNC Center, 201 East Fifth Street,          
Cincinnati, Ohio  45202, or at such other place as the General Partner may      
designate after giving written notice of such designation to the other          
Partners.  The General Partner may also establish additional offices for the    
Partnership.                                                                    

2.    CERTAIN DEFINITIONS                                                       
    As used in this Agreement, the following terms have the meaning ascribed
in this                                                                         
Section 2:                                                                      

2.1   "Act" shall have the meaning provided in Recital B hereof.    

    2.2   "Affiliate" shall mean, as to a person: (i) any partner or officer
of such person; (ii) any corporation, partnership, trust or other entity        
controlling, controlled by or under common control with such person; and (iii)  
any officer, director, trustee, general partner, or holder of 10% or more of the
outstanding voting securities of any corporation, partnership, trust or other   
entity controlling, controlled by or under common control with such person.     

  2.3.  "Agreement" shall mean this Agreement of Limited Partnership, as
amended, modified or supplemented from time to time.                            

2.4   "Capital Cash Flow" shall the meaning provided in Section 7.2 
hereof.                                                                         

 2.5   "Closing Date" shall have the meaning provided in Section 11.2F
hereof.                                                                         

  2.6   "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.7   "Defaulting Partner" shall have the meaning provided in Section 8.9
hereof.                                                                         

      2.8   "Depreciation"  shall mean, for each fiscal year or other period, an
amount equal to the depreciation, amortization or other cost recovery deduction 
allowable with respect to property for such year or other period, except that if
the fair market value of any of the Company's property differs from its adjusted
basis for federal income tax purposes at the beginning of such year or other    
period, Depreciation shall be an amount which bears the same ratio to such      
beginning fair market value as the federal income tax depreciation, amortization
or other cost recovery deduction for such year or other period bears to such    
beginning adjusted tax basis. "Preferred Return" shall have the meaning provided
in Section 4.2 hereof.  "Preferred Return Rate" shall have the meaning provided 
in Section 4.2 hereof.  "Prime Rate" shall have the meaning provided in Section 
4.2 hereof.                                                                     

2.9   "FPAA" shall have the meaning provided in Section 10.6 hereof.

   2.10  "General Partner" shall have the meaning provided in the preamble
hereof.                                                                         

 2.11  "General Partner's Initial Contribution" shall have the meaning
provided in Section 5.2(A) hereof.                                              

 2.12  "General Partner's Initial Contribution Account" shall have the
meaning provided in Section 5.2(D) hereof.                                      

   2.13  "GP Interest" shall have the meaning provided in Section 11.2C(a)
hereof.                                                                         

2.14  "IRS" shall have the meaning provided in Section 10.6 hereof. 

2.15  "Jacor Stock" shall have the meaning provided in Section 11.2 
hereof.                                                                         

   2.16  "Limited Partner" shall have the meaning provided in the preamble
hereof.                                                                         

   2.17  "LP Interest" shall have the meaning provided in the Section 11.2
hereof.                                                                         

 2.18  "Management Fee" shall have the meaning provided in Section 8.2
hereof.                                                                         

     2.19  "Michaels" shall have the meaning provided in Section 11.2C hereof.

2.20  "Non-Contributing Partner" shall have the meaning provided in 
Section 5.2(B) hereof.                                                          

     2.21  "Non-Defaulting Partner" shall have the meaning provided in Section
8.9 hereof.                                                                     

   2.22  "Omitted Contribution" shall have the meaning provided in Section
5.2(B)(ii) hereof.                                                              

      2.23  "Operating Cash Flow" shall have the meaning provided in Section 7.1
hereof.                                                                         

     2.24  "Operating Profit Before General Partner Management Fee" shall have
the meaning provided in Section 8.2 hereof.                                     

      2.25  "Partnership" shall have the meaning provided in Section 1.1 hereof.

    2.26  "Preferred Return Rate" shall have the meaning provided in Section
4.2 hereof.                                                                     

   2.27  "Preferred Return" shall have the meaning provided in Section 4.2
hereof.                                                                         

     2.28  "Prime Rate" shall have the meaning provided in Section 4.2 hereof.

    2.29  "Regulatory Allocation" shall have the meaning provided in Section
6.1(F).                                                                         

2.30  "Stock" shall have the meaning provided in Recital A hereof.  

2.31  "TMP" shall have the meaning provided in Section 10.5 hereof. 

  2.32  "Z/C" shall have the meaning provided in Section 11.2(C) hereof.

3.    PURPOSE AND POWERS OF PARTNERSHIP                                         

     3.1   Purpose.  The purpose of the Partnership is to engage in the business
of acquiring, owning, holding, developing, improving, operating, managing,      
leasing, financing, selling and otherwise dealing with the Stock and the assets 
of the Company, whether directly or indirectly, alone or in association with    
others.  The purposes of the Partnership include, but are not limited to:       

           (i)   developing, operating, leasing and managing the assets of the
Company and conducting any other lawful business relating thereto;              

           (ii)  pledging, exchanging or otherwise encumbering or disposing of
all or any part of the Stock or the Company's assets or any interest therein;   
and                                                                             

            (iii) in general, the making of any investments or expenditures, the
borrowing of money and the taking of any and all other actions which, as        
determined by the General Partner, are incidental or reasonably related to any  
of the purposes recited above.                                                  

It is agreed that each of the foregoing and the sale or other disposition of all
or any part of the Stock or the assets of the Company or the Partnership, or any
interest therein, are an ordinary part of the Partnership's business and        
affairs.  Property may be acquired subject to, or by assuming, the liens,       
encumbrances, and other title exceptions which affect such property.  The       
Partnership may also be a partner, general or limited, in partnerships, general 
or limited, and joint ventures created to accomplish all or any of the          
foregoing.  The Partnership may also engage in such other activities as the     
Partners may mutually agree upon.                                               

     3.2   Powers.  The Partnership purposes may be accomplished by taking any
action which is not prohibited under the Act and which is customary or          
reasonably related to the acquisition, ownership, development, improvement,     
operation, management, financing, leasing, exchanging or otherwise encumbering, 
disposing of or dealing with all or any part of the Stock, the Company's assets 
or other Partnership assets, or any interest therein.                           

4.    CAPITAL ACCOUNTS                                                          

4.1   Capital Accounts.                                             

     A.    A separate capital account shall be maintained for each
Partner.  Each Partner's capital account shall be (a) credited with  (i) the    
amount of money contributed by such Partner, (ii) the fair market value of      
property contributed by such Partner (net of liabilities secured by such        
contributed property that the Partnership is considered to assume or take       
subject to, under Section 752 of the Code), and (iii) allocations to such       
Partner pursuant to Section 6 below of Partnership income and gain (or items    
thereof) (including income and gain exempt from tax and income and gain         
described in Treasury Regulation Section 1.704-1(b)(2)(iv)(g), but excluding    
income and gain described in Treasury Regulation Section 1.704-1(b)(4)(i)); and 
(b) debited with (i) the amount of money distributed to such Partner, (ii) the  
fair market value of property distributed to such Partner (net of liabilities   
secured by such distributed property that such Partner is considered to assume  
or take subject to under Section 752 of the Code), (iii) allocations to such    
Partner of expenditures described in Section 705(a)(2)(B) of the Code (including
expenditures deemed to be Code Section 705(a)(2)(B) expenditures under Treasury 
Regulation Section 1.704-1(b)(2)(iv)(i), and (iv) allocations to such Partner   
pursuant to Section 6 below of Partnership loss and deduction (or item thereof) 
(including loss and deduction described in Treasury Regulation Section          
1.704-1(b)(2)(iv)(g), but excluding:  (A) items described in (b)(iii) above, and
(B) loss or deduction described in Treasury Regulations Sections 1.704-1(b)(4)  
(i) or (iii).  In the event the fair market value of property contributed to the
Partnership is adjusted (other than for Depreciation), the capital accounts of  
all Partners shall be adjusted simultaneously to reflect the aggregate net      
adjustments as if the Partnership recognized gain from the sale of such property
or loss from the sale of such property equal to the amount of such adjustment.  

        B.    The foregoing provisions of this Section 4.1 and the other
provisions of this Agreement relating to the maintenance of capital accounts are
intended to comply with Treasury Regulation Section 1.704-1(b), and shall be    
interpreted and applied in a manner consistent with such Treasury Regulation.   
In the event it is determined that it is prudent to modify the manner in which  
the capital accounts, or any increases or decreases thereto, are computed in    
order to comply with such Treasury Regulation, the General Partner may make such
modification, provided that it is not likely to have a material effect on the   
amounts distributable to any Partner upon the dissolution of the Partnership.   
The General Partner also may make any appropriate modifications in the event    
that unanticipated events might otherwise cause this Agreement not to comply    
with Treasury Regulation Section 1.704-1(b).                                    

     4.2   Interest on and Return of Capital.  Except as specifically provided
for herein, no Partner shall be entitled to any interest on his capital account 
or on his contributions to the capital of the Partnership.  The General Partner 
shall earn and, as provided for in Sections 7.1, 7.2 and 13.2 below, receive, a 
preferred return (the "Preferred Return") in an amount equal to the product     
arrived at by multiplying the aggregate balance outstanding from time to time of
the General Partner's Initial Contribution Account (as defined in Section 5.2(D)
hereof) plus any additional future capital contributions made by the General    
Partner without a prorata contribution from the Limited Partner times the       
"Preferred Return Rate".  The "Preferred Return Rate" shall be a rate per annum 
equal to the "Prime Rate" plus one percent (1%).  The "Prime Rate" at any time  
shall be the rate of interest then most recently announced by Continental Bank  
N.A. ("CBNA") as its "Prime Rate".  If CBNA shall cease to announce a Prime     
Rate, then for purposes of this Section 4.2, the "Prime Rate" at any time shall 
be deemed to be the average prime interest rate of the three largest (measured  
by total assets) banking institutions in the continental United States then     
announcing a prime interest rate.  The Preferred Return shall accrue and be     
earned daily and, effective the first day of each calendar month throughout the 
term of this Agreement, that portion which has accrued and not been paid during 
the preceding month shall be added to and be deemed a part of the General       
Partner's Initial Contribution Account.  The Preferred Return (whether or not   
added to the General Partner's Initial Contribution Account as aforesaid) shall 
be deemed a part of the General Partner's Initial Contribution Account for      
purposes of distributions made to the General Partner pursuant to Sections 7.1, 
7.2 and 13.2(e) below as provided for therein.  No Partner shall have the right 
to demand or to receive the return of all or any part of his capital account in 
the Partnership except as expressly provided for in this Agreement.  No Partner 
shall have the right to demand or receive property other than cash in return for
the contribution of such Partner to the Partnership except as expressly provided
for in this Agreement.                                                          

4.3   Negative Accounts.  No Partner shall be required to pay to the
Partnership any deficit or negative balance which may then exist in its capital 
account.                                                                        

5.    CAPITAL                                                                   

5.1   Initial Capital.  As their initial capital contribution to the
Partnership:                                                                    

        A.    the General Partner is contributing the sum of $126,315.70
(the "General Partner's Initial Contribution"); and                             

            B.    the Limited Partner is contributing the Stock pursuant to that
certain Stock Contribution Agreement, dated as of January 1, 1994 between the   
Limited Partner, and the General Partner.                                       

     5.2   Additional Funds.  Any additional funds required by the Partnership
to meet its cash requirements shall be contributed by the Partners as follows:  

         A.    Each Partner shall contribute from time to time its prorata
share (based on the then applicable Percentage Interests) of funds required by  
the Partnership as determined by the General Partner.                           

      B.    If a Partner (such Partner, for purposes of this Section
5.2(B), being referred to as the "Non-Contributing Partner" as to the           
contribution in question) fails or refuses to fund its share of additional funds
as required pursuant to Section 5.2(A) above, the other Partner, provided it is 
ready, willing and able to fund its share, shall be entitled to do any one of   
the following:                                                                  

       (i)   withdraw its offer to advance its share of such funds and
either borrow the money necessary to fund the deficit from a third party on a   
non-recourse (as to the Non-Contributing Partner) basis but otherwise upon such 
terms as the Partner in question may, in its discretion, deem desirable in which
event the Partner in question shall be entitled to cause the Stock or the       
Company's assets and other Partnership assets to be encumbered to secure such   
debt, and all Partners covenant and agree to cooperate, in all respects, in     
putting such encumbrance in place; or                                           

           (ii)  provided it also makes its own contribution, make the capital
contribution (the "Omitted Contribution") not made by the Non-Contributing      
Partner, in which event the Percentage Interest of the Non-Contributing Partner 
in the Partnership shall be decreased, and that of the other Partner shall be   
increased, by a percentage calculated as follows:                               

     2 X the Omitted Contribution divided by the total
contributions to date under Sections 5.1 and 5.2 including the Omitted          
Contribution; or                                                                

          (iii) loan to the Partnership an amount equal to the total capital
contribution required to be made to the Partnership (including such Partner's   
own prorata share thereof) with interest accruing on such loan equal to ten     
percent (10%) per annum; or                                                     

     (iv)  withdraw its offer to advance its share of the required
additional funds and make no provision for such funds.                          

        C.    If the General Partner elects to borrow funds from a third
party instead of requesting prorata contributions or loaning the sum to the     
Partnership itself under Section 5.2(B) above, the Stock or the Company's assets
and other Partnership assets may be encumbered to secure such borrowings.  The  
General Partner is hereby expressly authorized to borrow funds on behalf of the 
Partnership pursuant to the terms of Section 5.2(B) above.                      

       D.    As used in this Agreement, the "General Partner's Initial
Contribution Account" shall be a memorandum account separate and apart from the 
General Partner's capital account which shall consist of the General Partner's  
Initial Contribution plus the "Preferred Return" provided for in Section 4.2    
above, and decreased by an amount equal to cash distributions to the General    
Partner pursuant to Sections 7.1(iii) and 7.2(iii) below.                       

    5.3   Limit on Contributions and Obligations of Limited Partner.  Except
as provided for in this Agreement, the Partners shall not be required to make   
any additional advances or contributions to the capital of the Partnership or to
endorse any obligations of the Partnership.                                     

6.    TAX ITEMS                                                                 

6.1   Profits, Losses and Distributive Shares of Tax Items.  The    
Partnership's net profit or net loss, as the case may be, for each fiscal year  
of the Partnership, as determined in accordance with such method of accounting  
as may be adopted for the Partnership by the General Partner pursuant to Section
10 below, shall be allocated to the Partners for both financial accounting and  
income tax purposes, except as otherwise provided for herein or unless all the  
Partners agree otherwise, as set forth in this Section 6.                       
   A.    Profits shall be credited to the Partners as follows:

                (i)   first, profits shall be allocated between the Partners
in the                                                                          
                    manner and in the amount that cash is distributed or
available for distribution to each Partner pursuant to Sections 7.1 and 7.2     
below; and                                                                      

             (ii)  the balance, if any, shall be allocated between the
Partners according to their respective Percentage Interests in the Partnership. 

B.    Losses shall be borne by the Partners as follows: 

           (i)   first, losses should be allocated to the Partners
                    proportionately until the Capital Account balance of
each Partner equals zero; and                                                   

             (ii)  the balance, if any, shall be allocated between the
Partners according to their respective Percentage Interests in the Partnership. 

           C.    Notwithstanding anything to the contrary in Sections 6.1(A) and
(B) above, any net profit or net loss recognized in connection with the sale of 
the Stock (or all or substantially all of the assets of the Partnership) shall  
be allocated as follows:                                                        

                (i)   All net profits of the Partnership shall be allocated:

                    (a)   first, to eliminate any deficit balance in the
Capital Account of any Partners in proportion to such deficit Capital Account   
balances;                                                                       

                      (b)   then, net profits shall be allocated between the
Partners until the positive Capital Account balance of each Partner equals the  
amount of proceeds, if any, that would be distributed or available for          
distribution to such Partner if the distribution were to be made pursuant to    
Section 7.2 below; and                                                          

                  (c)   the balance, if any, shall then be allocated
between the Partners according to their respective Percentage Interests in the  
Partnership.                                                                    

             (ii)    All net losses of the Partnership shall be allocated:

                      (a)   first, net losses shall be allocated between the
Partners until the positive Capital Account balance of each Partner equals the  
proceeds, if any, that would be distributed or available for distribution to    
such Partner if the distribution were to be made pursuant to Section 7.2 below; 
and                                                                             

                       (b)   the balance, if any, shall be allocated between the
Partners according to their respective Percentage Interests in the Partnership. 

           D.    For purposes of this Agreement, profits and losses shall be the
difference between:  (i) the gross income of the Partnership (excluding proceeds
of Partnership borrowings), and (ii) all deductible costs and expenses of the   
Partnership (including depreciation, but excluding principal payments upon      
Partnership borrowings), in each instance as finally determined for Federal     
income tax purposes.  If such difference shall be greater than zero, the amount 
by which it exceeds zero shall be profits; and if such difference shall be less 
than zero, the amount by which it is less than zero shall be losses.            

          E.    Notwithstanding any other provision of this Agreement to the
contrary, no Partner shall be allocated any loss for any year to the extent that
such allocation would, as of the end of such year, create or increase a deficit 
in such Partner's Capital Account, after the same has been reduced for any items
of loss or expense described in Section 1.704-1(b)(2) (ii)(d)(4), (5) or (6) of 
the Treasury Regulations and increased for such Partner's share of minimum gain,
determined in accordance with Section 1.704-1(b)(4) (iv) of the Treasury        
Regulations.  In the event that, during any fiscal year, any Partner            
unexpectedly receives an allocation or distribution described in Section        
1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, or the         
Partnership's minimum gain is reduced, so as to create or increase a deficit in 
such Partner's Capital Account (as hereinabove adjusted), such Partner shall be 
allocated items of income and gain for such fiscal year (and, if necessary, for 
subsequent fiscal years), as and to the extent necessary to eliminate such      
deficit as quickly as possible.  This Section 6(E) is intended to comply with   
the "qualified income offset" and "minimum gain chargeback" provisions contained
in Sections 1.704-1(b)(2)(ii)(d) and 1.704-1(b) (4)(iv), respectively, of the   
Treasury Regulations, and shall be interpreted consistently therewith.          

          F.    Any special allocations set forth in Section 6(E) above (the
"Regulatory Allocations") are intended to comply with certain requirements of   
Section 1.704-1(b) of the Treasury Regulations.  Notwithstanding any other      
provisions or subsections of this Section 6 (other than the Regulatory          
Allocations), the Regulatory Allocations shall be taken into account in         
allocating other profits, losses and items of income, gain, loss and deduction  
among the Partners so that, to the extent possible, the net amount of such      
allocations of other profits, losses and other items and the Regulatory         
Allocations to each Partner shall be equal to the net amount that would have    
been allocated to each such Partner if the Regulatory Allocations had not       
occurred.                                                                       

     6.2   Investment Tax Credit.  All investment tax credits available to the
Partnership pursuant to Section 38 of the Code shall be allocated to the        
Partners pro rata in proportion to their then respective Percentage Interests.  

6.3   Installment Note Interest.  Any interest income realized in   
connection with any promissory notes received by the Partnership in connection  
with a sale of the Stock, net of any interest expense accrued by the Partnership
on any underlying obligations, shall be allocated to the Partners pro rata in   
accordance with the remaining amount to be distributed to them upon receipt of  
the principal payment made on such promissory notes.                            

    6.4   Distribution In Kind.  In the event all or part of the Partnership
assets are distributed in kind at the time of liquidation of the Partnership,   
for purposes of determining the balance in any Partner's capital account, any   
such Partnership asset shall be deemed sold by the Partnership for the amount   
of such asset's fair market value, and any gain or loss deemed realized on such 
deemed sale shall be properly charged to the capital accounts of the Partners   
according to Section 6.1 above.                                                 

7. CASH AVAILABLE FOR DISTRIBUTION                                              

     7.1   Operating Cash Flow.  "Operating Cash Flow" shall mean and be defined
as all cash receipts of the Partnership from whatever source (but excluding     
capital events, such as the sale of assets, condemnation awards and financing   
and refinancing proceeds) during the period in question in excess of all items  
of Partnership expense and other cash needs of the Partnership, including,      
without limitation, amounts paid by the Partnership as principal on debts and   
advances during such period (including repayment of loans made by Partners      
pursuant to Section 4.2(B) above) and any reserves for such purposes established
or increased by the General Partner during such period.  Operating Cash Flow    
shall be distributed to or for the benefit of the Partners at the sole          
discretion of the General Partner, and shall be distributed as follows:         

            (i)   First, to those Partners who have made contributions on behalf
of the other Partner pursuant to Section 5.2(B)(ii) in an amount equal to the   
total of all such contributions under Section 5.2(B)(ii) (but less the amount of
previous distributions under this Section 7.1(i) and Section 7.2(i) above),     
prorata in accordance with the ratio of the respective unreturned Section       
5.2(B)(ii) contributions of each Partner to the whole of all such contributions;

          (ii)  Next, prorata to the Partners according to the ratios of the
respective contributions of the Partners pursuant to Section 5.2(B) above (after
reduction of the Section 5.2(B) contributions of the Partner to reflect         
distributions under Section 7.1(i) and Section 7.2(i) above), until such time as
the Partners have each received aggregate distributions pursuant to this Section
7.1(ii) equal to the contributions theretofore made by it pursuant to Section   
5.2(B);                                                                         

         (iii) Next, to the General Partner in an amount equal to the then
current balance of the General Partner's Initial Contribution Account in excess 
of the General Partner's Initial Contribution; and                              

            (iv)  Lastly, to the Partners in proportion to their then respective
Percentage Interests.                                                           

      7.2   Capital Cash Flow.  "Capital Cash Flow" shall mean and be defined as
all cash receipts of the Partnership from capital events during the period in   
question (subject to the provisions of Section 13.2 below, if applicable) in    
excess of all items of partnership expense and other cash needs of the          
Partnership as provided for in Section 7.1 above (including the repayment of    
loans made by Partners pursuant to Section 5.2(B) above and reserves).  Capital 
Cash Flow shall be distributed to or for the benefit of the Partners at the sole
discretion of the General Partner after the occurrence of the event giving rise 
thereto and shall be distributed as follows:                                    

            (i)   First, to those Partners who have made contributions on behalf
of the other Partner pursuant to Section 5.2(B)(ii) in an amount equal to the   
total of all such contributions under Section 5.2(B)(ii) (but less the amount of
previous distributions under this Section 7.2(i) and Section 7.1(i) above),     
prorata in accordance with the ratio of the respective unreturned Section       
5.2(B)(ii) contributions of each Partner to the whole of all such contributions;

          (ii)  Next, prorata to the Partners according to the ratios of the
respective contributions of the Partners pursuant to Section 5.2(B) above (after
reduction of the Section 5.2(B) contributions of the Partner to reflect         
distributions under Sections 7.2(i) and 7.1(i) above), until such time as the   
Partners have each received aggregate distributions;                            

         (iii) Next, to the General Partner in an amount equal to the then
current balance of the General Partner's Initial Contribution Account; and      

            (iv)  Lastly, to the Partners in proportion to their then respective
Percentage Interests.                                                           

     7.3  Consent to Distributions.  Each of the Partners hereby consents to the
distributions provided for in this Agreement.                                   

8.    MANAGEMENT OF THE PARTNERSHIP                                             

    8.1   General Partner.  The General Partner shall be the sole manager of
the Partnership business, and shall have the right and power to make all        
decisions and take any and every action with respect to the Stock, the business 
and affairs of the Company and the Partnership and shall have all the rights,   
power and authority generally conferred by law, or necessary, advisable or      
consistent with accomplishing the purposes of the Partnership.  The General     
Partner shall have all of the rights and powers of a managing general partner,  
and a partner in a partnership without limited partners, and any action taken by
the General Partner shall constitute the act of, and serve to bind, the         
Partnership without the consent or approval of, any Limited Partner.  In dealing
with the General Partner acting on behalf of the Partnership, no person shall be
required to inquire into the authority of the General Partner to bind the       
Partnership.  The powers of the General Partner to manage the Partnership       
business shall include, without limitation, the power and authority to:         

     (i)   operate any business normal, customary or desirable (as
determined by the General Partner) for the owner of a Company similar to the    
Company;                                                                        

      (ii)  perform any and all acts necessary or appropriate to the
operation or ownership of the Company;                                          

            (iii) procure and maintain with responsible companies such insurance
as may be available in such amounts and covering such risks as are deemed       
appropriate by the General Partner;                                             

        (iv)  take and hold all real, personal and mixed property of the
Company and the Partnership in the name of the Partnership or the name of an    
agent or nominee of the Partnership;                                            

            (v)   execute and deliver leases on behalf of and in the name of the
Partnership;                                                                    

     (vi)  coordinate all accounting and clerical functions of the
Partnership and employ such accountants, lawyers, property managers, leasing    
agents and other management or service personnel as may from time to time be    
required to carry on the business of the Partnership;                           

        (vii) sell, lease or otherwise dispose of all or any part of the
Stock (provided that the Limited Partner has consented to such sale, lease or   
other disposition of the Stock, which consent shall not be unreasonably         
withheld) or the Company;                                                       

            (viii)      borrow money and as security therefor to encumber all or
any part of the Company and/or the Stock, provided that such indebtedness       
benefits the Company;                                                           

         (ix)  construct, alter, improve, repair, raze, replace or rebuild
all or any part of the Company's properties; and                                

      (x)   do any and all of the foregoing at such price, rental or
amount, for cash, securities or other property or consideration, and upon such  
other terms as the General Partner deems appropriate, and to execute,           
acknowledge and deliver any and all instruments and other documents to          
effectuate any and all of the foregoing.                                        

Whenever in this Agreement the General Partner is granted discretion or the     
right of approval, consent or determination as to a matter, such matter shall be
subject to the General Partner's sole and absolute discretion.                  

  8.2   Management Fee.  As compensation for its services hereunder, the
General Partner shall receive a Management Fee (the "Management Fee") equal to  
Five Hundred Fifty Thousand Dollars ($550,000) per year, plus twenty percent    
(20%) of the amount by which the Operating Profit Before General Partner        
Management Fee of the Company exceeds $300,000.  For purposes of this Agreement,
the term "Operating Profit Before General Partner Management Fee" shall as      
determined by reference to the financial statements prepared by the Company's   
certified public accountant.  The Management Fee shall be paid at the sole      
discretion of the General Partner.  In addition, the General Partner shall be   
reimbursed for all reasonable expenses incurred by it in connection with its    
obligations pursuant to this Agreement.                                         

     8.3   Limitations on Powers and Authorities of Partners.  Notwithstanding
the powers of the General Partner set forth in Section 8.1 above, without the   
consent of all of the Partners, no Partner shall have the right or power to do  
any of the following:                                                           

   (a)   do any act in contravention of this Agreement, or any
amendment hereto;                                                               

       (b)   do any act which would make it impossible to carry on the
ordinary business of the Partnership, except to the extent that such act is     
specifically permitted by the terms hereof; or                                  

(c)   confess a judgment against the Partnership.       

8.4   Limited Partners.  The Limited Partners shall have no right or
authority to act for or to bind the Partnership and shall not participate in the
conduct or control of the Partnership's affairs or business.                    

 8.5   Liability of General Partner.  The General Partner shall not be
liable or accountable, in damages or otherwise, to the Partnership or to any    
other Partner for any error of judgment or for any mistakes of fact or law or   
for anything which it may do or refrain from doing hereafter in connection with 
the business and affairs of the Partnership except in the case of fraud, willful
misconduct or gross negligence.  The General Partner shall not have any         
liability for the return of the Limited Partner's capital.                      

 8.6   Indemnity.  The Partnership shall indemnify and shall hold each
Partner (and the officers, directors and partners of such Partners) acting      
consistently with this Agreement, harmless from any loss or damage, including   
without limitation reasonable legal fees and court costs, incurred by it by     
reason of anything it may do or refrain from doing hereafter for and on behalf  
of the Partnership or in connection with its business or affairs; provided,     
however, that (i) the Partnership shall not be required to indemnify a Partner  
(or any officer, director or partner thereof) for any loss or damage which that 
Partner might incur as a result of its fraud or willful misconduct or its gross 
negligence in the performance of its duties hereunder, and (ii) this            
indemnification shall not relieve any Partner of its proportionate part of the  
obligations of the Partnership as a Partner.  The right of indemnification set  
forth in this Section 8.6 shall be in addition to any rights to which the person
or entity seeking indemnification may otherwise be entitled and shall inure to  
the benefit of the successors and assigns or any such person or entity.  No     
Partner shall be personally liable with respect to any claim for indemnification
pursuant to this Section 8.6, but such claim shall be satisfied solely out of   
assets of the Partnership.                                                      

   8.7   Other Activities of Partners and Agreements with Related Parties.
The General Partner and its partners shall devote only a portion of their time  
to the Partnership business, it being expressly understood that the General     
Partner and its partners may have other businesses and that each shall be free  
to engage in, to conduct or to participate in any business or activity          
whatsoever, including, without limitation, the acquisition, development,        
management and exploitation of real and personal property, without any          
accountability, liability or obligation whatsoever to the Partnership or to any 
other Partner, even if such business or activity competes with or is enhanced by
the business of the Partnership.  Further, the General Partner, in the exercise 
of its power and authority under this Agreement, may contract and otherwise deal
with or otherwise obligate the Partnership to Affiliates of the General Partner,
provided only that the fee or other compensation payable pursuant to any such   
contract(s) or obligation(s) shall not exceed then market rates for same.       

8.8   Other Matters Concerning the General Partner.                 

          A.    The General Partner shall be protected in relying, acting or
refraining from acting on any resolution, certificate, statement, instrument,   
opinion, report, notice, request, consent, order, bond, debenture, or other     
paper or document believed by it to be genuine and to have been signed or       
presented by the proper party or parties.                                       

          B.    The General Partner may execute any of the powers granted or
perform any of the duties imposed by this Agreement either directly or through  
agents, including, without limitation, any Affiliates of the General Partner.   
The General Partner may consult with counsel, accountants, appraisers,          
management consultants, investment bankers and other consultants selected by    
it, each of whom may serve as consultants for the Partnership.  An opinion by   
any consultant on a matter which the General Partner believes to be within its  
professional or expert competence shall be full and complete protection as to   
any action taken or omitted by the General Partner based on the opinion and     
taken or omitted in good faith.  The General Partner shall not be responsible   
for the misconduct, negligence, acts or omissions of any consultant or          
contractor of the Partnership or the General Partner, and shall assume no       
obligations other than to use due care in the selection of all consultants and  
contractors.                                                                    

    8.9   Default by Partners.  If either Partner defaults (thereby becoming
a "Defaulting Partner") by failing to perform any of its obligations under this 
Agreement, then the other Partner (the "Nondefaulting Partner") shall have the  
right to give the Defaulting Partner a notice of default.  The notice of default
shall set forth in reasonable detail a description of the obligation that the   
Defaulting Partner has not performed.  If such default shall continue for more  
than thirty (30) days (or such longer period as may be required to cure such    
default), then the Non-defaulting Partner shall be entitled to all legal and    
equitable remedies and to recover on behalf of the Partners any monies required 
by or due to the Partnership from the Defaulting Partner by reason of the       
default in question.  The 30-day period for curing a default or commencing to   
cure a default as aforesaid shall commence upon receipt by the Defaulting       
Partner of notice of default from the Non-defaulting Partner.                   

9.    BANKING                                                                   

    The funds of the Partnership shall be kept in accounts designated by the
General Partner.  All such funds shall be separately accounted for and, at the  
discretion of the General Partner, invested in interest bearing accounts with   
the Partnership receiving the benefit of interest accruing on its funds.  All   
withdrawals therefrom shall be made on such signature or signatures as shall be 
designated by the General Partner.                                              

10.   ACCOUNTING                                                                

    10.1   Fiscal Year.  The fiscal year of the Partnership shall end on the
last day of December of each year, unless another fiscal year end is selected by
the General Partner.                                                            

10.2   Books of Account.  The Partnership books of account shall be 
maintained at the principal office designated in Section 1.4 above or at such   
other locations and by such person or persons as may be designated by the       
General Partner.  The Partnership shall pay (in amounts not to exceed reasonable
commercial rates) the expense of maintaining its books of account.  Each Partner
shall have, during reasonable business hours and upon reasonable notice, access 
to the books of the Partnership and in addition, each Partner shall have, at its
expense, the right to copy such books and records.  The General Partner, at the 
expense of the Partnership, shall cause to be prepared and distributed to each  
Partner the following:                                                          

        (a)   annual financial data reasonably sufficient to reflect the
status and operations of the Partnership and its assets (to be delivered on or  
before March 31 of each year); and                                              

            (b)   the annual Federal income tax return of the Partnership (to be
delivered on or before March 31 of each year).                                  

   10.3   Method of Accounting.  The Partnership books of account shall be
maintained and kept, and its income, gains, losses and deductions shall be      
accounted for, in accordance with generally accepted accounting principles      
consistently applied, or such other method of accounting as may be adopted      
hereafter by the General Partner.                                               

      10.4  Section 754 Election.  In case of a distribution of property made in
the manner provided in Section 734 of the Code (or any similar provision enacted
in lieu thereof), or in the case of a transfer of any interest in the           
Partnership permitted by this Agreement made in the manner provided in Section  
743 of the Code (or any similar provision enacted in lieu thereof), the General 
Partner, on behalf of the Partnership, may (but shall not be obligated to) file 
an election under Section 754 of the Code (or any similar provision enacted in  
lieu thereof) in accordance with the procedures set forth in the applicable     
Treasury regulations.                                                           

     10.5   Tax Matters Partner.  The General Partner is hereby designated the
Tax Matters Partner (hereinafter referred to as the "TMP") of the Partnership   
and shall have all the rights and obligations of the TMP under the Code.  If at 
any time the General Partner shall not be a general partner, the remaining      
general partner shall be the TMP or, if there is more than one remaining general
partner, they shall designate which one of them shall be the TMP.               

     10.6   Administrative Adjustments.  If the TMP receives notice of a Final
Partnership Administrative Adjustment (the "FPAA") or if a request for an       
administrative adjustment made by the TMP is not allowed by the United States   
Internal Revenue Service (the "IRS") and the IRS does not notify the TMP of the 
beginning of an administrative proceeding with respect to the Partnership's     
taxable year to which such request relates (or if the IRS so notifies the TMP   
but fails to mail a timely notice of an FPAA), the TMP may, but shall not be    
obligated to, petition a Court for readjustment of partnership items.  In the   
case of notice of an FPAA, if the TMP determines that the United States District
Court or Court of Claims is the most appropriate forum for such a petition, the 
TMP shall notify each person who was a Partner at any time during the           
Partnership's taxable year to which the IRS notice relates of the approximate   
amount by which his tax liability would be increased (based on such assumptions 
as the TMP may in good faith make) if the treatment of partnership items on his 
return were made consistent with the treatment of partnership items on the      
Partnership's return, as adjusted by the FPAA.  Unless each such person deposits
with the TMP, for deposit with IRS, the approximate amount of his increased tax 
liability, together with a written agreement to make additional deposits if     
required to satisfy the jurisdictional requirements of the Court, within thirty 
days after the TMP's notice to such person, the TMP shall not file a petition in
such Court.  Instead, the TMP may, but shall not be obligated to, file a        
petition in the United States Tax Court.                                        

11.   TRANSFERS OF PARTNERSHIP INTERESTS/ADDITIONAL LIMITED PARTNERS            

11.1   Prohibited Transfer of a Partner's Interest.                 

           A.    The Partnership interest of any Partner may not be assigned (in
whole or in part, whether for collateral purposes or otherwise) without the     
prior written consent of the General Partner.                                   

            B.    Any transfer of a Partnership interest shall be void and of no
effect unless and until (i) the consent required by Section 11.1(A) above has   
been obtained; and (ii) the transferring Partner and its transferee execute,    
acknowledge and deliver to the General Partner instruments of transfer and      
assignment and furnish to the General Partner such assurances as the General    
Partner may request, including, without limitation, an opinion of counsel       
satisfactory to the General Partner stating that the transfer of such interest  
in the Partnership has been registered under all applicable securities laws or  
that such registration under applicable securities laws is not required.        
Further, no transfer shall be effective if it would result in the "termination" 
of the Partnership for federal income tax purposes unless all Partners consent  
to the transfer.                                                                

11.2   Buy-Sell Agreement.                                          

      A.    The Limited Partner shall have the right to sell its 95%
limited partnership interest in the Partnership (the "LP Interest") to the      
General Partner, and the General Partner is obligated to purchase the LP        
Interest from the Limited Partner in exchange for Three Hundred Thousand        
(300,000) shares of the common stock, no par value, of Jacor Communications,    
Inc. (the "Jacor Stock") at any time from and after the fifth anniversary of    
the date of this Agreement, until the sixth anniversary of the date of this     
Agreement, provided that such Limited Partner is not in default hereunder       
(which default has not been cured after expiration of any grace period          
applicable thereto).                                                            

           B.    If the option granted to the Limited Partner in Section 11.2(A)
hereof is not exercised, then the General Partner shall have the right to       
purchase the LP Interest from the Limited Partner, and the Limited Partner is   
obligated to sell the LP Interest to the General Partner, in exchange for the   
Jacor Stock, at any time from and after the sixth anniversary of the date of    
this Agreement, until the seventh anniversary of the date of this Agreement,    
provided that such General Partner is not in default hereunder (which default   
has not been cured after expiration of any grace period applicable thereto).    

            C.    From the date of this Agreement until the fifth anniversary of
such date, if (i) the employment of Benjamin Homel, a/k/a Randy Michaels, the   
President of the General Partner ("Michaels"), is terminated by the Board of    
Directors without cause; (ii) Michaels' job responsibilities are significantly  
reduced; (iii) Michaels' annual base salary is reduced by more than ten percent 
(10%); or (iv) a Trigger Event (as defined below) occurs, then the Limited      
Partner shall have the right for a period of sixty (60) days following the date 
of any event set forth in clauses (i); (ii); (iii) or (iv) above either to (a)  
purchase the General Partner's five percent (5%) general partnership interest in
the Partnership (the "GP Interest") from the General Partner, and the General   
Partner is obligated to sell its GP Interest to the Limited Partner at a price  
equal to the amount of the then current General Partner's Initial Contribution  
Account; or (b) sell its LP Interest to the General Partner, and the General    
Partner is obligated to purchase the LP Interest from the Limited Partner in    
exchange for the Jacor Stock.  For purposes of this Section 11.2(C), the term   
"Trigger Event" shall mean the following events:                                

            a)    Any Person or group (as defined for purposes of Regulation 13D
promulgated pursuant to The Securities Exchange Act of 1934, as amended), other 
than Zell Chilmark Fund, L.P. ("Z/C") or its Affiliates, shall acquire or become
the beneficial owner of more than 30% of the outstanding voting securities of   
the General Partner or if the General Partner has entered into a letter of      
intent relating to, or has publicly proposed to enter into, a transaction such  
as a merger, consolidation or acquisition of all or substantially all of the    
assets of the General Partner, or other similar business combination            
transactions.                                                                   

           b)    Z/C, at any time shall, on or prior to September 30, 1995, fail
to hold stock record and beneficial ownership of 30% or more of the outstanding 
voting securities of the General Partner.                                       

          c)    Z/C, shall, at any time prior to September 30, 1995, fail to
have its designees constitute at least a majority in number of the members of   
the General Partner's board of directors or shall thereafter fail to have its   
designees constitute at least 30% in number of the General Partner's board of   
directors.                                                                      

            D.    From the date of this Agreement until the fifth anniversary of
such date, if Michaels voluntarily resigns as an officer of the General Partner 
or is terminated by the General Partner with cause, the General Partner shall   
have the right for a period of sixty (60) days following the date of such       
resignation either to (i) have its GP Interest redeemed by the Partnership for  
an amount equal to the General Partner's Initial Contribution plus the greater  
of (x) the Preferred Return on the General Partner's Initial Capital            
Contribution or (y) fifty percent (50%) of the cumulative aggregate of          
Operating Cash Flow plus the Capital Cash Flow of the Company from the date of  
this Agreement until the "Closing Date" as defined below, or (ii) purchase the  
LP Interest from the Limited Partner and the Limited Partner is obligated to    
sell its LP Interest in exchange for the Jacor Stock.                           

           E.    Either party may elect to invoke the provisions of this Section
11.2 by giving not less than forty-five (45) days' prior written notice to the  
other Partner stating that such Partner wishes to apply the provisions of this  
Section 11.2.                                                                   

          F.    The Closing shall take place on or before the fifteen (15th)
day following the expiration of the forty- five (45) day period set forth above 
for giving notice of an election by a Partner (the "Closing Date"), on which    
date the selling Partner shall convey, transfer and assign to the purchasing    
Partner, by deed, bill of sale, assignment of partnership interests, and such   
other instruments of transfer as shall be reasonably requested by the purchasing
Partner, the selling Partner's entire right and interest in and to the          
Partnership and all assets thereof, and shall, to the extent reasonably         
requested by the purchasing Partner, cooperate to effect a smooth and efficient 
continuation of the affairs of the Partnership, including, without limitation,  
the preservation of relationships with contractors, suppliers, laborers, vendors
and others with whom the Partnership transacts business.                        

           G.    On the Closing Date, if (i) the General Partner is to deliver
the Jacor Stock to the Limited Partner, then it shall convey, transfer and      
assign to the Limited Partner by stock power and such other instruments of      
transfer as shall either be reasonably requested by the Limited Partner the     
General Partner's entire right and interest in the Jacor Stock or (ii) if the   
Limited Partner is to make a payment, then it shall pay to the General Partner  
the amount which the General Partner would receive pursuant to Sections 11.2(C) 
or 11.2(D) of this Agreement. The closing shall occur at the Partnership's      
office which is located at such address as is set forth in Section 14.1 hereof  
on the Closing Date.  Upon transfer of the Jacor Stock, the General Partner     
shall have no further right or interest in or to such Jacor Stock.              

           H.    Upon the terms and subject to the conditions of this Agreement,
each of the parties hereto will use its best efforts to take, or cause to be    
taken, all action, and to do, or cause to be done, all things necessary, proper 
or advisable consistent with applicable law to consummate and make effective in 
the most expeditious manner practicable the transactions contemplated hereby as 
a tax-free reorganization.                                                      

12.   BANKRUPTCY OF A PARTNER                                                   

The bankruptcy of a Partner shall not dissolve or terminate the     
Partnership.  Upon the dissolution of the General Partner, the Limited Partner  
may become the General Partner or designate a substitute general partner who    
shall be admitted to the Partnership as such, with the full authority and power 
without the joinder of any other general partner to exercise the rights and     
duties granted to the General Partner hereunder and the interest of the former  
General Partner shall thereupon be recast as a limited partner interest.        

13.   LIQUIDATION AND DISSOLUTION OF PARTNERSHIP                                

13.1  Dissolution Events.  The Partnership shall be dissolved in the
manner hereinafter provided upon the earliest to occur of the following events: 

           (a)   the close of business on the last day of the fiscal year of the
Partnership during which the fiftieth anniversary of the date of this Agreement 
occurs; or                                                                      

            (b)   the agreement of the Partners determining that the Partnership
should be dissolved; or                                                         

          (c)   the entry of a final judgment, order or decree of a court of
competent jurisdiction adjudicating the Partnership to be a bankrupt, and the   
expiration without appeal of the period, if any, allowed by applicable law to   
appeal therefrom; or                                                            

      (d)   the sale of all or substantially all of the Stock or the
assets of the Partnership and payment of any notes received by the Partnership  
from such sale.                                                                 

  13.2   Method of Liquidation.  Upon the happening of any of the events
specified in Section 13.1 above, the General Partner shall immediately commence 
to wind up the Partnership's affairs and shall liquidate the assets of the      
Partnership as promptly as possible, unless the General Partner, or such        
person(s) winding up the Partnership affairs, shall determine that an immediate 
sale of Partnership assets would cause undue loss to the Partnership, in which  
event the liquidation may be deferred for a reasonable time.  The Partners shall
continue to share net cash flow, profits and losses during the period of        
liquidation in the same proportions as before dissolution.  The proceeds from   
liquidation of the Partnership, including repayment of any debts of Partners to 
the Partnership, shall be applied in the order of priority as follows:          

            (a)   Debts of the Partnership, including repayment of principal and
interest on loans and advances made by the General Partner pursuant to Section  
5.2 above; then                                                                 

    (b)   To the establishment of any reserves deemed reasonably
necessary or appropriate by the General Partner, or by the person(s) winding up 
the affairs of the Partnership in the event there is no remaining General       
Partner of the Partnership, for any contingent or unforeseen liabilities or     
obligations of the Partnership.  Such reserves established hereunder shall be   
held for the purpose of paying any such contingent or unforeseen liabilities    
or obligations and, at the expiration of such period as the General Partner,    
or such person(s) reasonably deems advisable, the balance of such reserves shall
be distributed in the manner provided hereinafter in this Section as though     
such reserves had been distributed contemporaneously with the other funds       
distributed hereunder; then                                                     

            (c)   To those Partners who have made contributions on behalf of the
other Partners pursuant to Section 5.2(B)(ii) above, in an amount equal to (but 
not in excess of the positive balance, if any, of the capital account of the    
Partner to whom the distribution is to be made as such capital account has been 
adjusted to reflect the allocation of gains and losses pursuant to Section 6)   
the excess of (i) the total of all such contributions under Section 5.2(B)(ii)  
over (ii) the aggregate distributions to the Partner in question pursuant to    
Sections 7.1(i) and 7.2(i) above pro rata to each Partner in accordance with    
the ratio of such excesses.                                                     

           (d)   Prorata to the Partners until the Partners have each received
an amount equal to (but not in excess of the aggregate positive balances, if    
any, of the capital accounts of such Partners as such accounts have been        
adjusted to reflect the allocation of gains and losses pursuant to Section 6    
and the distributions made to the General Partner and/or the Limited Partner,   
as the case may be pursuant to Section 13.2(c)) the excess of (i) Section 5.2(B)
contributions, over (ii) the aggregate distributions to such Partner under      
Sections 7.1(i), 7.2(i), 7.1(ii), 7.2(ii) and 13.2(c) above; then               

           (e)   To the General Partner in an amount equal to (but not in excess
of the positive balance, if any, of the capital account of the General Partner  
as such account has been adjusted to reflect the allocation of gains and losses 
pursuant to Section 6 and the distributions made to the General Partner pursuant
to Sections l3.2(c) and 13.2(d)) the then outstanding balance of the General    
Partner's Initial Contribution Account (to the extent not previously repaid     
under Section 7.2(iii) above), if any; then                                     

          (f)   Prorata to the Partners based upon the ratio of the positive
capital account balances of the Partners (but not in excess of the positive     
balance, if any, of each Partner as such account has been adjusted to reflect   
the allocation of gains and losses pursuant to Section 6 and distributions made\
to the General Partner and/or the Limited Partner, as the case may be, pursuant 
to Sections l3.2(c), l3.2(d) and l3.2(e)).                                      

     13.3   Date of Termination.  The Partnership shall be terminated when all
notes received in connection with such disposition have been paid and all of the
cash or property available for application and distribution under Section 13.2  
above shall have been applied and distributed in accordance with such Section.  
The establishment of any reserves in accordance with the provisions of Section  
13.2 above shall not have the effect of extending the term of the Partnership,  
but any such reserve shall be distributed in the manner provided in such Section
upon expiration of the period of such reserve.                                  

14.   MISCELLANEOUS                                                             

     14.1   Notices.  Any notice, election or other communication provided for
or required by this Agreement shall be in writing and shall be deemed to have   
been given when delivered by hand or by telecopy or other facsimile             
transmission, the first business day after sent by overnight courier (such as   
Federal Express), or on the second business day after deposit in the United     
States Mail, certified or registered, return receipt requested, postage prepaid,
properly addressed to the Partner to whom such notice is intended to be given   
at the address for the Partner set forth on the signature pages of this         
Agreement, or at such other address as such person may have previously          
furnished in writing to the Partnership and each Partner with copies to:        

Rosenberg & Liebentritt, P.C.               
Two North Riverside Plaza                   
Suite 700                                   
Chicago, Illinois  60606                    

Attention: Sheli Z. Rosenberg               

    14.2   Modifications.  No change or modification of this Agreement shall
be valid or binding upon the Partners, nor shall any waiver of any term or      
condition in the future, unless such change or modification or waiver shall be  
in writing and signed by all of the Partners, except as provided to the contrary
in this Agreement.                                                              

14.3   Successors and Assigns.  Any entity acquiring or claiming an 
interest in the Partnership, in any manner whatsoever, shall be subject to and  
bound by all of the terms, conditions and obligations of this Agreement to which
its predecessor-in-interest was subject or bound, without regard to whether such
an entity has executed a counterpart hereof or any other document contemplated  
hereby.  No entity shall have any rights or obligations greater than those set  
forth in this Agreement, and no entity shall acquire an interest in the         
Partnership or become a Partner thereof except as expressly permitted by and    
pursuant to the terms of this Agreement.  Subject to the foregoing, this        
Agreement shall be binding upon and inure to the benefit of the Partners and    
their respective successors and assigns.                                        

 14.4   Duplicate Originals.  For the convenience of the Partners, any
number of counterparts hereof may be executed, and each such counterpart shall  
be deemed to be an original instrument, and all of which taken together shall   
constitute one agreement.                                                       

   14.5   Construction.  The titles of the Sections and subsections herein
have been inserted as a matter of convenience of reference only and shall not   
control or affect the meaning or construction of any of the terms or provisions 
herein.                                                                         

      14.6   Governing Law.  This Agreement shall be governed by the laws of the
State of Illinois.  Except to the extent the Act is inconsistent with the       
provisions of this Agreement, the provisions of such Act shall apply to and     
govern the Partnership created hereby and the respective rights and liabilities 
of the Partners.                                                                

      14.7   Other Instruments.  The parties hereto covenant and agree that they
will execute such other and further instruments and documents as are or may     
become necessary or reasonably convenient to effectuate and carry out the       
Partnership created by this Agreement.                                          

14.8   General Partner with Interest as Limited                     
Partner.  If a General Partner also has an interest as a Limited Partner in the 
Partnership, the General Partner shall, with respect to such interest, enjoy all
of the rights and be subject to all of the obligations and duties of a Limited  
Partner.                                                                        

 14.9   Legal Construction.  In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal 
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof and this Agreement shall be         
construed as if such invalid, illegal or unenforceable provision had never been 
contained herein.                                                               

      14.10  Gender.  Whenever the context shall so require, all words herein in
any gender shall be deemed to include the masculine, feminine or neuter gender, 
all singular words shall include the plural, and all plural words shall include 
the singular.                                                                   

    14.11  Prior Agreements Superseded.  This Agreement supersedes any prior
understandings or written or oral agreements between General Partner and Limited
Partner respecting the within subject matter and contains the entire            
understanding between the parties with respect thereto.                         

14.12  Adjustment of Asset Value.  The fair market values of all    
Partnership properties shall be adjusted to their respective gross fair market  
values (determined in accordance with Section 7701(g)) of the Code as of the    
following times: (i) the acquisition of an additional interest in the           
Partnership by any new or existing Partner in exchange for more than a de       
minimus capital contribution; (ii) the distribution by the Partnership to a     
Partner of more than a de minimus amount of Partnership property other than     
money, unless all Partners receive simultaneous distributions of undivided      
interests in the distributed property in proportion to their interests in the   
Partnership; and (iii) the termination of the Partnership for federal income    
tax purposes pursuant to Section 708(b)(1)(B) of the Code.  If the fair market  
value of an asset has been determined or adjusted pursuant to the foregoing,    
such fair market value shall thereafter be adjusted by the Depreciation taken   
into account with respect to such asset for purposes of computing net profit,   
net gain and net loss.                                                          

14.13  No Third Party Beneficiary.  The terms and provisions of this
Agreement are for the exclusive use and benefit of General Partner and Limited  
Partner and shall not inure to the benefit of any other person or entity.       

   14.14  Waiver of Right of Partition and Dissolution.  Having previously
been advised that it may have a right to bring an action for partition, each of 
the Partners does hereby agree to and does hereby irrevocably waive for the     
duration of this Agreement any right or power any such Partner might have to    
cause the Partnership or any of its assets to be partitioned, to cause the      
appointment of a receiver for the assets of the Partnership, to compel any sale 
of all or any portion of the assets of the Partnership pursuant to any          
applicable law or laws, or to file a complaint or to institute any proceeding   
at law or in equity to cause the termination or dissolution of the Partnership  
except as expressly provided for in this Agreement.  Each of the Partners hereby
acknowledges and agrees that such Partner has been induced to enter into this   
Agreement in reliance upon the mutual waivers set forth in this Section 14.14   
and without such waivers, no Partner would have entered into this Agreement.    

     14.15  Purchase for Investment.  The Limited Partner represents, warrants
and agrees that it is acquiring its interest in the Partnership for its own     
account for investment only and not for the purpose of, or with a view toward,  
the resale or distribution of all or any part thereof, nor with a view toward   
selling or otherwise distributing such interest or any part thereof at any      
particular time or under any predetermined circumstances.  The Limited Partner  
further represents and warrants that it is a sophisticated investor, able and   
accustomed to handling sophisticated financial matters for itself, and that it  
has a sufficiently high net worth that it does not anticipate a need for the    
funds it has invested in the Partnership in what it understands to be a highly  
speculative and illiquid investment.                                            

     IN WITNESS WHEREOF, this Agreement has been executed and sworn to as of the
day and year first above written by the General Partner and Limited Partner,    
whose respective addresses and percentage interests are set forth opposite their
respective signatures.                                                          

PERCENTAGE INTEREST:          GENERAL PARTNER:                                  

5%                JACOR CABLE, INC., a Kentucky         
corporation         

By:     
    Title:

Address:

       1300 PNC Center
             201 East Fifth Street
                Cincinnati, Ohio   45202

        LIMITED PARTNER:

95%                   UP YOUR RATINGS, INC., an Ohio corporation

By:     
    Title:

Address:

                           JACOR COMMUNICATIONS, INC., an Ohio
   corporation

By:     
    Title:

STATE OF                      )                                                 
)     SS:           
COUNTY OF                     )                                                 

   I,                                         , a Notary Public in and for
the County and State aforesaid, do hereby certify that                          
          , appeared before me this day and did say that he is the
     of                                                            , a
                     , who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument as such limited partner and      
acknowledged that he signed and delivered the said instrument as the free and   
voluntary act of said partnership for the uses and purposes therein set forth.  

Given my hand and notarial seal this     day of          , 1994.    

                                   Notary Public

My Commission Expires:                                          (SEAL)          

STATE OF                      )                                                 
)     SS:           
COUNTY OF                     )                                                 

    I,                                     , a Notary Public in and for said
County in the State aforesaid, do hereby certify that                           
            , the                           of
             , a                              , personally known to me to be the
same person whose name is subscribed to the foregoing instrument as such general
partner, appeared before me this day in person and acknowledged that he signed  
and delivered said instrument as his own free and voluntary act, and as the free
and voluntary act of said partnership, for the uses and purposes therein set    
forth.                                                                          

Given under my hand and notarial seal this        day of            
, 1994.                                                                         

                                   Notary Public
My Commission Expires:                                          (SEAL)          

AMENDMENT NO. 1                                                     
TO                                                                  
JACOR-CMM LIMITED PARTNERSHIP                                       
AGREEMENT OF LIMITED PARTNERSHIP                                    

  This Amendment No. 1 to the Jacor-CMM Limited Partnership Agreement of
Limited Partnership is entered into by and among Jacor Cable, Inc. ("General    
Partner"), Up Your Ratings, Inc. ("Limited Partner") and Jacor Communications,  
Inc. ("Jacor Communications") effective as of this ____ day of ____________,    
1994.                                                                           

  WHEREAS, the General Partner and the Limited Partner entered into that
certain Jacor-CMM Limited Partnership Agreement of Limited Partnership dated as 
of January 1, 1994 (the "Agreement") with Jacor Communications being a party to 
that Agreement solely for purposes of Section 11.2 thereof; and                 

     WHEREAS, Section 11.2 set forth certain events in which Limited Partner and
the General Partner would have the ability to sell or acquire the limited       
partnership interest of the Limited Partner, which events were intended to      
relate in significant part to actions that could be taken by or that would      
affect Jacor Communications; and                                                

     WHEREAS, Section 11.2 as currently contained in the Agreement makes certain
references to the General Partner that all parties had intended to refer to     
Jacor Communications and the parties therefore now mutually desire to amend the 
Agreement to correct all such references.                                       

      NOW, THEREFORE, in consideration of the promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:                       

  1.  Except as otherwise defined herein, capitalized terms used and not
defined herein shall have the meanings assigned to them in the Agreement as     
amended hereby.                                                                 

    2.  Sections 11.2(C) and 11.2(D) of the Agreement are hereby deleted and
replaced in their entirety by the following new Sections 11.2(C) and 11.2(D):   

     "C.   From the date of this Agreement until the fifth anniversary of such
date, if (i) the employment by Jacor Communications of Benjamin Homel, a/k/a    
Randy Michaels, its President ("Michaels"), is terminated by the Board of       
Directors without cause; (ii) Michaels' job responsibilities are significantly  
reduced; (iii) Michaels' annual base salary is reduced by more than ten percent 
(10%); or (iv) a Trigger Event (as defined below) occurs, then the Limited      
Partner shall have the right for a period of sixty (60) days following the date 
of any event set forth in clauses (i); (ii); (iii) or (iv) above either to (a)  
purchase the General Partner's five percent (5%) general partnership interest in
the Partnership (the "GP Interest") from the General Partner, and the General   
Partner is obligated to sell its GP Interest to the Limited Partner at a price  
equal to the amount of the then current General Partner's Initial Contribution  
Account; or (b) sell its LP Interest to the General Partner, and the General    
Partner is obligated to purchase the LP Interest from the Limited Partner in    
exchange for the Jacor Stock.  For purposes of this Section 11.2(C), the term   
"Trigger Event" shall mean the following events:                                

a)    Any Person or group (as defined for purposes of Regulation 13D
promulgated pursuant to The Securities Exchange Act of 1934, as amended), other 
than Zell Chilmark Fund, L.P. ("Z/C") or its Affiliates, shall acquire or become
the beneficial owner of more than 30% of the outstanding voting securities of   
Jacor Communications or if Jacor Communications has entered into a letter of    
intent relating to, or has publicly proposed to enter into, a transaction such  
as a merger, consolidation or acquisition of all or substantially all of the    
assets of Jacor Communications or other similar business combination            
transactions.                                                                   

    b)    Z/C, at any time shall, on or prior to September 30, 1995, fail to
hold stock record and beneficial ownership of 30% or more of the outstanding    
voting securities of Jacor Communications.                                      

     c)    Z/C, shall, at any time prior to September 30, 1995, fail to have its
designees constitute at least a majority in number of the members of Jacor      
Communication's board of directors or shall thereafter fail to have its         
designees constitute at least 30% in number of Jacor Communication's board of   
directors."                                                                     

     "D.   From the date of this Agreement until the fifth anniversary of such
date, if Michaels voluntarily resigns as an officer of Jacor Communications or  
is terminated by Jacor Communications with cause, the General Partner shall have
the right for a period of sixty (60) days following the date of such resignation
either to (i) have its GP Interest redeemed by the Partnership for an amount    
equal to the General Partner's Initial Contribution plus the greater of (x) the 
Preferred Return on the General Partner's Initial Capital Contribution or (y)   
fifty percent (50%) of the cumulative aggregate of Operating Cash Flow plus the 
Capital Cash Flow of the Company from the date of this Agreement until the      
"Closing Date" as defined below, or (ii) purchase the LP Interest from the      
Limited Partner and the Limited Partner is obligated to sell its LP Interest in 
exchange for the Jacor Stock."                                                  

  3.  The parties hereby agree that except for this Amendment No. 1, all
provisions of the Agreement remain in full force and effect.                    

   4.  This Amendment No. 1 is an instrument in writing as contemplated by
Section 14.2 of the Agreement and, as such, is effective to modify the Agreement
as set forth herein effective as of the date hereof.                            

5.  From and after the effective date of this Amendment No.1, all   
references to the Agreement in the Agreement shall be deemed to be references to
the Agreement as amended pursuant to this Amendment No. 1.                      

      6.  This Amendment No. 1 shall be binding upon and inure to the benefit of
the respective legal representatives, successors and assigns of the parties     
hereto.                                                                         

      IN WITNESS WHEREOF, this Amendment No. 1 has been executed and sworn to as
of the day and year first above written by the parties hereto.                  
JACOR CABLE, INC.               

By:_____________________________
Title:__________________________

UP YOUR RATINGS, INC.           

By:_____________________________
Title:__________________________

JACOR COMMUNICATIONS, INC.      

By:_____________________________
Title:__________________________

STATE OF OHIO       )                                                           
)  ss:                                  
COUNTY OF HAMILTON  )                                                           

   BEFORE ME, a Notary Public in and for said County and State, personally
appeared __________________, the ____________ of JACOR CABLE, INC., a Kentucky  
corporation, who acknowledged that he did sign the foregoing instrument and that
the same is his free act and deed as such officer and is the free act and deed  
of said corporation.                                                            

    IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
_____ day of ____________, 1994.                                                

________________________________            
Notary Public                               

STATE OF OHIO       )                                                           
)  ss:                                  
COUNTY OF HAMILTON  )                                                           

   BEFORE ME, a Notary Public in and for said County and State, personally
appeared _________________, the ____________ of UP YOUR RATINGS, INC., an Ohio  
corporation, who acknowledged that he did sign the foregoing instrument and that
the same is his free act and deed as such officer and is the free act and deed  
of said corporation.                                                            

    IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
_____ day of ____________, 1994.                                                

________________________________            
Notary Public                               

STATE OF OHIO       )                                                           
)  ss:                                  
COUNTY OF HAMILTON  )                                                           

   BEFORE ME, a Notary Public in and for said County and State, personally
appeared _________________, the ____________ of JACOR COMMUNICATIONS, INC., an  
Ohio corporation, who acknowledged that he did sign the foregoing instrument and
that the same is his free act and deed as such officer and is the free act and  
deed of said corporation.                                                       

    IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
_____ day of ____________, 1994.                                                

________________________________            
Notary Public                               

AMENDMENT NO. 2                                                     
TO                                                                  
JACOR-CMM LIMITED PARTNERSHIP                                       
AGREEMENT OF LIMITED PARTNERSHIP                                    

  This Amendment No. 2 to the Jacor-CMM Limited Partnership Agreement of
Limited Partnership is entered into by and among Jacor Cable, Inc. ("General    
Partner") , Up Your Ratings, Inc. ("Limited Partner") and Jacor Communications, 
Inc. ("Jacor Communications") and is effective as of the first (1st) day of     
January, 1994.  The General Partner, the Limited Partner, and Jacor             
Communications shall be collectively referred to hereinafter as the "parties".  

WHEREAS, the parties entered into that certain Jacor-CMM Limited    
Partnership Agreement of Limited Partnership dated as of January 1, 1994        
("Agreement"), forming Jacor-CMM Limited Partnership ("Partnership"); and       

      WHEREAS,  Jacor Communications became a party to that Agreement solely for
the purposes of Section 11.2 thereof; and                                       

     WHEREAS, the parties amended the Agreement effective as of July 22, 1994;
and                                                                             

     WHEREAS, the parties desire to amend to the Agreement again to change the
state of formation and the governing law of the Partnership from Illinois to    
Ohio;                                                                           

      NOW, THEREFORE, in consideration of the promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:                       

     1.    Recitals.  Paragraph A of the Agreement, in the "Recitals" section,
is hereby deleted in its entirety with the following sentence inserted in its   
place:                                                                          

       "A.  General Partner and Limited Partner desire to form an Ohio
limited partnership (the "Partnership") for the purpose of owning all of the    
issued and outstanding common stock, no par value (the "Stock") of Critical Mass
Media, Inc., an Ohio corporation (the "Company")."                              

     2.    Recitals.  Paragraph B of the Agreement, in the "Recitals" section,
is hereby deleted in its entirety with the following sentence inserted in its   
place:                                                                          

         "B.  The Partners also desire to have the Partnership governed by
Ohio's limited partnership act (Chapter 1782 of the Ohio Revised Code).         

  3.    Formation.  Paragraph 1.1 of the Agreement, in the "Formation of
Partnership" section, is hereby deleted in its entirety with the following      
paragraph inserted in its place:                                                

         "1.1   Formation.  The General Partner and the Limited Partner do
hereby form and enter into an Ohio limited partnership (being the "Partnership")
according to all of the terms and provisions of this Agreement.  Each Partner   
has an interest in the Partnership which is expressed in terms of a percentage  
of the whole, with the present "Percentage Interest" of each Partner being set  
forth opposite its signature hereto.  No Partner has any interest in specific   
Partnership property but the interests of all Partners in the Partnership are,  
for all purposes, personal property."                                           

4.    Governing Law.  Paragraph 14.6 of the Agreement, in the       
"Miscellaneous" section, is hereby deleted in its entirety with the following   
paragraph inserted in its place:                                                

           "14.  Governing Law.  This Agreement  shall be governed by the laws
of the State of Ohio.  Except to the extent the Act is inconsistent with the    
provisions of this Agreement, the provisions of such Act shall apply to and     
govern the Partnership created hereby and the respective rights and liabilities 
of the Partners."                                                               

5.    The parties hereby agree that except for Amendment No. 1 and  
Amendment No. 2 to the Agreement, all provisions thereof remain in full force   
and effect.                                                                     

     6.    This Amendment No. 2 is an instrument in writing as contemplated by
Section 14.2 of the Agreement and, as such, is effective as of the date hereof. 

7.    From and after the effective date of this Amendment No. 2, all
references to the Agreement shall be deemed to be references to the Agreement as
amended pursuant to Amendment No. 1 and Amendment No. 2.                        

     8.    This Amendment No. 2 shall be binding upon and inure to the benefit
of the respective legal representatives, successors and assigns of the parties  
hereto.                                                                         

    IN WITNESS WHEREOF,  this Amendment No. 2 has been executed and sworn to
as of the day and year first above written by the parties hereto.               

JACOR CABLE. INC.               

By:                             

Its:                            

UP YOUR RATINGS, INC.           

By:                             

Its:                            

JACOR COMMUNICATIONS, INC.      

By:                             

Its:                            

STATE OF OHIO           )                                                       
) SS                            
COUNTY OF HAMILTON      )                                                       

   BEFORE ME, a Notary Public in and for said County and State, personally
appeared ____________________, the _______________ of JACOR CABLE, INC., a      
Kentucky corporation, who acknowledged that he did sign the foregoing instrument
and that the same is his free act and deed as such officer and is the free act  
and deed of said corporation.                                                   

    IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
_____ day of __________, 1994.                                                  

Notary Public                                                       

STATE OF OHIO           )                                                       
) SS                            
COUNTY OF HAMILTON      )                                                       

   BEFORE ME, a Notary Public in and for said County and State, personally
appeared ____________________, the _______________ of UP YOUR RATINGS, INC., an 
Ohio corporation, who acknowledged that he did sign the foregoing instrument and
that the same is his free act and deed as such officer and is the free act and  
deed of said corporation.                                                       

    IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
_____ day of __________, 1994.                                                  

Notary Public                                                       

STATE OF OHIO           )                                                       
) SS                            
COUNTY OF HAMILTON      )                                                       

   BEFORE ME, a Notary Public in and for said County and State, personally
appeared ____________________, the _______________ of JACOR COMMUNICATIONS, INC.
a Kentucky corporation, who acknowledged that he did sign the foregoing         
instrument and that the same is his free act and deed as such officer and is the
free act and deed of said corporation.                                          

    IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
_____ day of __________, 1994.                                                  

Notary Public                                                       

SECOND AMENDMENT                                                    
TO CREDIT AGREEMENT                                                 

          This SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment") is entered
into as of March 7, 1994 among Jacor Communications, Inc., an Ohio corporation  
(the "Company"), Banque Paribas, individually and as Agent (in such capacity,   
the "Agent"), and each of The First National Bank of Boston, Continental Bank,  
N.A., Society National Bank and Union Bank.                                     

R E C I T A L S:                                                    

            WHEREAS, the Company, the banks party thereto from time to time (the
"Banks"), the Agent and each Co-Agent are parties to that certain Credit        
Agreement dated as of March 5, 1993, as amended by that certain First Amendment 
to Credit Agreement dated as of November 15, 1993 (as so amended, the "Credit   
Agreement"; capitalized terms used and not defined herein shall have the        
meanings assigned to them in the Credit Agreement as amended hereby);           

       WHEREAS, the Company has requested that the Banks and the Agent
consent to an amendment to the Credit Agreement as more fully described herein; 
and                                                                             

           WHEREAS, the Banks and the Agent have granted their consent to such
amendment upon the terms and conditions contained herein.                       

          NOW, THEREFORE, in consideration of the premises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of   
which are hereby acknowledged, the parties hereto hereby agree as follows:      

   Amendment.  Immediately upon the satisfaction of each of the conditions
precedent set forth in Section 2 of this Amendment, the Credit Agreement is     
amended as follows:                                                             

Section 6.15(g) of the Credit Agreement is hereby amended by deleting the   
figure "$5,000,000" as it appears therein, and by inserting in its stead the    
figure "$11,000,000".                                                           

Conditions to Effectiveness of Amendment.  The effectiveness of this
Amendment is subject to the satisfaction of the following conditions precedent: 

Documents.                                                                  

           )  Amendment.  The Company shall have duly executed and
delivered this Amendment.                                                       

           )  Guaranty Amendment.  Each Subsidiary (other than the
Excluded Subsidiaries) (collectively, the "Subject Subsidiaries") shall have    
executed and delivered a Reaffirmation with respect to the Subsidiary Guaranty  
in the form of Exhibit A hereto (the "Reaffirmation").                          

  Good Standing.  The Agent shall have received a good-standing certificate with
respect to the Company (dated a date not more than ten Business Days prior to   
the effectiveness of this Amendment) from the Secretary of State of Ohio.       

Certified Resolutions, etc.  The Agent shall have received (in sufficient   
copies for each Bank) a certificate in form and substance satisfactory to the   
Agent of the secretary or assistant secretary (or comparable officer) of the    
Company dated the effective date of this Amendment (the "Effective Date"),      
certifying (i) the resolutions of its Board of Directors approving and          
authorizing the execution, delivery and performance by it of this Amendment and 
the continued effectiveness thereof, (ii) that there have been no changes in its
certificate of incorporation or by-laws since the Closing Date, or if there have
been changes in its certificate of incorporation or by-laws since the Closing   
Date, certifying its certificate of incorporation and/or by-laws, as the case   
may be, as in effect on the Effective Date and (iii) specimen signatures of its 
officers authorized to sign this Amendment.                                     

Consents, Licenses, Approval, etc.  All consents, licenses and approvals, if
any, required in connection with the execution, delivery and performance by the 
Company and its Subsidiaries of this Amendment and the Reaffirmation            
(collectively, the "Documents"), or the validity or enforceability thereof, or  
in connection with any of the transactions effected pursuant to the Documents,  
shall be in full force and effect.                                              

  No Default; etc.  The Agent shall have received a certificate of an Authorized
Officer of the Company dated the Effective Date, certifying as to matters set   
forth in Sections 3.2 and 3.8 of this Amendment.                                

No Injunction.  No law or regulation shall have been adopted, no order,     
judgment or decree of any governmental authority shall have been issued, and no 
litigation shall be pending or threatened, which in the reasonable judgment of  
the Agent would enjoin, prohibit or restrain, or impose or result in the        
imposition of any material adverse condition upon, the execution, delivery or   
performance by the Company or any of its Subsidiaries of the Documents, the     
making or repayment of the Loans or the consummation of the transactions        
effected pursuant to the terms of the Loan Documents.                           

No Material Adverse Change.  No event, act or condition shall have occurred 
since September 30, 1992 that, in the reasonable judgment of the Agent, has had 
or could have a material adverse effect on the business, properties, financial  
condition or results of operations of the Company and its Subsidiaries.         

Legal Opinions.  The Agent and each Bank shall have received favorable legal
opinions, dated the Effective Date, of Graydon, Head & Ritchey, Ohio counsel to 
the Company and its Subsidiaries, in each case in form and substance            
satisfactory to the Agent and the Banks.                                        

Fees and Expenses.  The Agent and the Banks shall have received all fees and
expenses payable by the Company under the Credit Agreement in connection with   
the preparation, execution or delivery of the Documents (including, without     
limitation, the reasonable fees and expenses accrued through the Effective Date 
of counsel to the Agent); and the Company hereby agrees to pay, and to hold the 
Agent, each Bank and each Co-Agent harmless against all documentary, stamp,     
transfer and similar taxes paid or payable in connection with the execution,    
delivery or performance of the Documents.                                       

Additional Matters.  The Agent shall have received such other certificates, 
opinions, documents and instruments relating to the Obligations or the          
transactions contemplated hereby, by the Documents and by the Loan Documents as 
may have been reasonably requested by the Agent, and all corporate and other    
proceedings and all other documents (including, without limitation, all         
documents referred to herein and not appearing herein and exhibits hereto) and  
all legal matters in connection with the transactions contemplated hereby, by   
the Documents and by the Loan Documents shall be reasonably satisfactory in     
form and substance to the Agent.                                                

     Representations and Warranties.  In order to induce the Agent and the Banks
to enter into this Amendment, the Company represents and warrants to the Agent  
and each Bank, upon the effectiveness of this Amendment, which representations  
and warranties shall survive the execution and delivery of this Amendment, that:

 Due Incorporation; etc.  Each of the Company and each Subject Subsidiary is a
corporation duly incorporated, validly existing and in good standing under the  
laws of its jurisdiction of incorporation, and has all requisite authority to   
conduct its business in each jurisdiction in which its business is conducted.   

 No Default; etc.  No Default or Event of Default has occurred and is continuing
after giving effect to this Amendment or would result from the execution or     
delivery of this Amendment or the Reaffirmation or the consummation of the      
transactions contemplated hereby or thereby.                                    

Corporate Power and Authority; Authorization.  Each of the Company and each 
Subject Subsidiary has the corporate power and authority to execute, deliver and
carry out the terms and provisions of the Documents to which it is a party and  
the execution and delivery by the Company and each Subject Subsidiary of the    
Documents to which it is a party and the performance by the Company and each    
Subject Subsidiary of its obligations hereunder and thereunder have been duly   
authorized by all requisite corporate action by the Company and each Subject    
Subsidiary.                                                                     

Execution and Delivery.  The Company and each Subject Subsidiary has duly   
executed and delivered each Document to which it is a party.                    

Enforceability.  Each Document, the Credit Agreement, as amended by this    
Amendment, and each other Loan Document constitutes the legal, valid and binding
obligation of the Company and each Subject Subsidiary  party thereto, as the    
case may be, enforceable against such Person in accordance with its respective  
terms, except as enforcement may be limited by bankruptcy, insolvency,          
reorganization, moratorium or similar laws affecting the enforcement of         
creditors' right generally, and by general principles of equity.                

No Conflicts; etc.  Neither the execution, delivery or performance by the   
Company or any Subject Subsidiary of the Documents to which it is a party, nor  
compliance by any of them with the terms and provisions hereof and thereof, (i) 
will contravene any applicable provision of any law, statute, rule, regulation, 
order, writ, injunction or decree of any court or governmental instrumentality  
or (ii) will conflict or be inconsistent with, or result in any breach of, any  
of the terms, covenants, conditions or provisions of, or constitute a default   
under, or result in the creation or imposition of (or the obligation to create  
or impose) any Lien upon any property or assets owned by it pursuant to the     
terms of any indenture, mortgage, deed of trust, agreement or other instrument  
to which it is a party or by which it or any of its property or assets is bound 
or to which it may be subject, or (iii) will violate any provision of its       
certificate of incorporation or by-laws.                                        

Consents; etc.  No order, consent, approval, license, authorization, or     
validation of, or filing, recording or registration with, or exemption by, any  
governmental or public body or authority, or any subdivision thereof, is        
required to authorize, or is required in connection with the execution,         
delivery and performance of the Documents or the consummation of any of the     
transactions contemplated hereby or thereby.                                    

Representations and Warranties.  All of the representations and warranties  
contained in the Credit Agreement and in the other Loan Documents (other than   
those which speak expressly only as of a different date) and in the Documents   
are true and correct as of the date hereof after giving effect to this          
Amendment and the other Documents and the transactions contemplated hereby      
and thereby.                                                                    

Miscellaneous.                                                      

 Effect; Ratification.  The amendment set forth herein is effective solely for
the purposes set forth herein and shall be limited precisely as written, and    
shall not be deemed to (i) be a consent to any amendment, waiver or modification
of any other term or condition of the Credit Agreement or of any other Loan     
Document or (ii) prejudice any right or rights that the Agent, the Co-Agents or 
the Banks may now have or may have in the future under or in connection with the
Credit Agreement or any other Loan Document.  Each reference in the Credit      
Agreement to "this Agreement", "herein", "hereof" and words of like import and  
each reference in the other Loan Documents to the "Credit Agreement" shall mean 
the Credit Agreement as amended hereby.  This Amendment shall be construed in   
connection with and as part of the Credit Agreement and all terms, conditions,  
representations, warranties, covenants and agreements set forth in the Credit   
Agreement and each other Loan Document, except as herein amended or waived, are 
hereby ratified and confirmed and shall remain in full force and effect.        

Effectiveness.  This Amendment shall immediately become effective as of the 
date first written above upon (i) the receipt by the Agent of duly executed     
counterparts of this Amendment from the Company and the Required Banks and (ii) 
the satisfaction of each condition precedent contained in Section 2 hereof.     

Counterparts.  This Amendment may be executed in any number of counterparts,
each such counterpart constituting an original but all together one and the same
instrument.                                                                     

  Severability.  Any provision contained in this Amendment which that is held to
be inoperative, unenforceable or invalid in any jurisdiction shall, as to that  
jurisdiction,  be inoperative, unenforceable or invalid without affecting the   
remaining provisions of this amendment in that jurisdiction or the operation,   
enforceability or validity of that provision in any other jurisdiction.         

GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND      
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS.     

           IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.                                             

JACOR COMMUNICATIONS, INC.                                                      

By                                                                              
Title:                                                                    

By                                                                              
Title:                                                                    

BANQUE PARIBAS, individually and                                                
as Agent                                                                

By                                                                              
Title:                                                                    

By                                                                              
Title:                                                                    

THE FIRST NATIONAL BANK OF BOSTON                                               

By                                                                              
Title:                                                                    

CONTINENTAL BANK, N.A.                                                          

By                                                                              
Title:                                                                    

SOCIETY NATIONAL BANK                                                           

By                                                                              
Title:                                                                    

UNION BANK                                                                      

By                                                                              
Title:                                                                    

EXHIBIT A                                                           

REAFFIRMATION                                                       

[Attached]                                                          

REAFFIRMATION OF                                                    
SUBSIDIARY GUARANTY                                                 

This REAFFIRMATION OF SUBSIDIARY GUARANTY ("Reaffirmation") is entered into as  
of March 7, 1994 by each of the parties listed on the signature pages hereof    
(collectively, the "Guarantors") in favor of and for the benefit of Banque      
Paribas, as agent (in such capacity, the "Agent") for itself, the co-agents and 
the Banks party to the Credit Agreement and any Interest Rate Providers.        
Capitalized terms used and not defined herein shall have the meanings assigned  
to such terms in the Subsidiary Guaranty referenced below.                      

R E C I T A L S:                                                    

   WHEREAS, Jacor Communications, Inc., an Ohio corporation (the "Company"),
the Banks, the Agent and each Co-Agent are parties to that certain Credit       
Agreement dated as of March 5, 1993, as amended by that certain First Amendment 
to Credit Agreement dated as of November 15, 1993 (the "Original Credit         
Agreement");                                                                    

   WHEREAS, the Company, the Banks, the Agent and each Co-Agent are entering
into that certain Second Amendment to Credit Agreement dated as of the date     
hereof (the "Credit Agreement Amendment"; and the Original Credit Agreement as  
amended by the Credit Agreement Amendment being referred to herein as the       
"Credit Agreement"); and                                                        

WHEREAS, each of the Guarantors is a party to that certain Subsidiary 
Guaranty dated as of March 5, 1993, as amended by that certain First Amendment  
to Subsidiary Guaranty dated as of November 15, 1993 (the "Subsidiary           
Guaranty"), pursuant to which each Guarantor has jointly and severally          
guaranteed the Guaranteed Debt, which term includes, inter alia, all Obligations
of the Company under and as defined in the Credit Agreement.                    

      Section 1.  Reaffirmation.  Each of the Guarantors hereby (i) acknowledges
that the Company, the Banks and the Agent have entered into the Credit Agreement
Amendment, which Credit Agreement Amendment has been made available to and has  
been reviewed by such Guarantor and (ii) reaffirms that its obligations under   
the Subsidiary Guaranty and each other Collateral Document to which it is a     
party continues in full force and effect with respect to the Original Credit    
Agreement as amended by the Credit Agreement Amendment.                         

     Section 2.  Counterparts.  This Reaffirmation may be executed in any number
of counterparts, each such counterpart constituting an original but all together
one and the same instrument.                                                    

  Section 6.  GOVERNING LAW.  THIS REAFFIRMATION SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF 
ILLINOIS.                                                                       

IN WITNESS WHEREOF, each of the Guarantors hereto has caused this     
Reaffirmation to be executed and delivered by a duly authorized officer thereof 
as of the date first above written.                                             

JACOR BROADCASTING CORPORATION                                                  

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF FLORIDA, INC.                                             

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF ATLANTA, INC.                                             

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF KNOXVILLE, INC.                                           

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF COLORADO, INC.                                            

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF TAMPA BAY, INC.                                           

By:___________________________                                                  
Title:                                                                    

JACOR CABLE, INC.                                                               

By:___________________________                                                  
Title:                                                                    

GEORGIA NETWORK EQUIPMENT, INC.                                                 

By:___________________________                                                  
Title:                                                                    

BROADCAST FINANCE, INC.                                                         

By:___________________________                                                  
Title:                                                                    

Acknowledged:                                                                   

BANK PARIBAS, individually,                                                     
as Agent and on behalf of the                                           
Co-Agents and each Bank                                                 

By                                                                              
Title:                                                                    

By                                                                              
Title:                                                                    

THIRD                                                                           
AMENDMENT                                                                       
TO CREDIT AGREEMENT                                                             

         This THIRD AMENDMENT TO CREDIT AGREEMENT ("Amendment") is entered
into as of October 1, 1994 among Jacor Communications, Inc., an Ohio corporation
(the "Company"), Banque Paribas, individually and as Agent (in such capacity,   
the "Agent"), and each of The First National Bank of Boston, Bank of America-   
Illinois (formerly known as Continental Bank, N.A.), Society National Bank and  
Union Bank.                                                                     

R E C I T A L S:                                                    

            WHEREAS, the Company, the banks party thereto from time to time (the
"Banks"), the Agent and each Co-Agent are parties to that certain Credit        
Agreement dated as of March 5, 1993, as amended by that certain First Amendment 
to Credit Agreement dated as of November 15, 1993 and that certain Second       
Amendment to Credit Agreement dated as of March 7, 1994 (as so amended, the     
"Credit Agreement"; capitalized terms used and not defined herein shall have the
meanings assigned to them in the Credit Agreement as amended hereby);           

       WHEREAS, the Company has requested that the Banks and the Agent
consent to an amendment to the Credit Agreement as more fully described herein; 
and                                                                             

           WHEREAS, the Banks and the Agent have granted their consent to such
amendment upon the terms and conditions contained herein.                       

          NOW, THEREFORE, in consideration of the premises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of   
which are hereby acknowledged, the parties hereto hereby agree as follows:      

   Amendment.  Immediately upon the satisfaction of each of the conditions
precedent set forth in Section 2 of this Amendment, the Credit Agreement is     
amended, effective as of the date hereof, as follows:                           

Article I of the Credit Agreement is hereby amended by adding the following 
definition thereto in proper alphabetical order:                                

                 "Applicable Rate" shall mean, at any time of determination, a
rate per annum equal to (i) if the Leverage Ratio is greater than or equal to   
4.0 to 1.0 at such time, 0.50% and (i) if the Leverage Ratio is less than 4.0   
to 1.0 at such time, 0.375%.  The Applicable Rate shall be subject to adjustment
(upwards or downwards, as appropriate) based on the Leverage Ratio at the end of
each of the first three fiscal quarters and the fiscal year of the Company.  For
purposes of determining the Applicable Rate, the Leverage Ratio shall be        
determined (i) in the case of determinations made with respect to the first     
three fiscal quarters of the Company's fiscal year, by reference to the monthly 
financial statements for the month ending on the last day of such fiscal quarter
and the Compliance Certificate for such fiscal quarter delivered pursuant to    
Sections 6.1(b) and (d) and (ii) in the case of determinations made with respect
to the last fiscal quarter of the Company's fiscal year, by reference to the    
financial statements and Compliance Certificate delivered by the Company        
pursuant to Sections 6.1(a) and (d).  The adjustment, if any, to the Applicable 
Rate shall be effective commencing on the fifth Business Day after the delivery 
of such quarterly or annual financial statements and Compliance Certificate     
and shall be effective only for the period subsequent to such date.  In the     
event that the Company shall at any time fail to furnish to the Banks the       
financial statements and Compliance Certificate required to be delivered        
pursuant to Section 6.1(a), (b) or (d), the maximum Applicable Rate shall       
apply until such time as such financial statements and Compliance Certificate   
are so delivered.                                                               

Subsections 2.11(b) and (c) of the Credit Agreement are hereby amended and  
restated in their entirety as follows:                                          

                   (b)  The Company agrees to pay to the Agent for the
pro-rata account of the Banks in accordance with their respective Commitments a 
commitment fee, computed at the Applicable Rate on the average daily unused     
portion of the Aggregate Commitment until the Aggregate Commitments have been   
terminated, payable quarterly in arrears and on the Acquisition Loan Termination
Date or such earlier date, if any, on which the Aggregate Commitments shall     
terminate in accordance with the terms hereof and calculated on the basis of a  
360-day year for the number of actual days elapsed.                             

                       (c)  The Company agrees to pay to the Agent for its own
account an agency fee of $100,000 per annum, payable in advance on the on each  
anniversary of the Closing Date until the Obligations have been paid and        
performed in full (the "Agency Fee").  The Agency Fee shall be fully earned on  
each anniversary of the Closing Date for each succeeding year.                  

Conditions to Effectiveness of Amendment.  The effectiveness of this
Amendment is subject to the satisfaction of the following conditions precedent: 

Documents.                                                                  

           )  Amendment.  The Company shall have duly executed and
delivered this Amendment.                                                       

           )  Guaranty Amendment.  Each Subsidiary (other than the
Excluded Subsidiaries) (collectively, the "Subject Subsidiaries") shall have    
executed and delivered a Reaffirmation with respect to the Subsidiary Guaranty  
in the form of Exhibit A hereto (the "Reaffirmation").                          

  Good Standing.  The Agent shall have received a good-standing certificate with
respect to the Company (dated a date not more than ten Business Days prior to   
the Effective Date (as defined below) from the Secretary of State of Ohio.      

Certified Resolutions, etc.  The Agent shall have received (in sufficient   
copies for each Bank) a certificate in form and substance satisfactory to the   
Agent of the secretary or assistant secretary (or comparable officer) of the    
Company dated the effective date of this Amendment (the "Effective Date"),      
certifying (i) the resolutions of its Board of Directors approving and          
authorizing the execution, delivery and performance by it of this Amendment and 
the continued effectiveness thereof, (ii) that there have been no changes in its
certificate of incorporation or by-laws since the Closing Date, or if there have
been changes in its certificate of incorporation or by-laws since the Closing   
Date, certifying its certificate of incorporation and/or by-laws, as the case   
may be, as in effect on the Effective Date and (iii) specimen signatures of its 
officers authorized to sign this Amendment.                                     

Consents, Licenses, Approval, etc.  All consents, licenses and approvals, if
any, required in connection with the execution, delivery and performance by the 
Company and its Subsidiaries of this Amendment and the Reaffirmation            
(collectively, the "Documents"), or the validity or enforceability thereof, or  
in connection with any of the transactions effected pursuant to the Documents,  
shall be in full force and effect.                                              

  No Default; etc.  The Agent shall have received a certificate of an Authorized
Officer of the Company dated the Effective Date, certifying as to matters set   
forth in Sections 3.2 and 3.8 of this Amendment.                                

No Injunction.  No law or regulation shall have been adopted, no order,     
judgment or decree of any governmental authority shall have been issued, and no 
litigation shall be pending or threatened, which in the reasonable judgment of  
the Agent would enjoin, prohibit or restrain, or impose or result in the        
imposition of any material adverse condition upon, the execution, delivery or   
performance by the Company or any of its Subsidiaries of the Documents, the     
making or repayment of the Loans or the consummation of the transactions        
effected pursuant to the terms of the Loan Documents.                           

No Material Adverse Change.  No event, act or condition shall have occurred 
since September 30, 1992 that, in the reasonable judgment of the Agent, has had 
or could have a material adverse effect on the business, properties, financial  
condition or results of operations of the Company and its Subsidiaries.         

Fees and Expenses.  The Agent and the Banks shall have received all fees and
expenses payable by the Company under the Credit Agreement in connection with   
the preparation, execution or delivery of the Documents (including, without     
limitation, the reasonable fees and expenses accrued through the Effective Date 
of counsel to the Agent); and the Company hereby agrees to pay, and to hold the 
Agent, each Bank and each Co-Agent harmless against all documentary, stamp,     
transfer and similar taxes paid or payable in connection with the execution,    
delivery or performance of the Documents.                                       

Additional Matters.  The Agent shall have received such other certificates, 
opinions, documents and instruments relating to the Obligations or the          
transactions contemplated hereby, by the Documents and by the Loan Documents as 
may have been reasonably requested by the Agent, and all corporate and other    
proceedings and all other documents (including, without limitation, all         
documents referred to herein and not appearing herein and exhibits hereto) and  
all legal matters in connection with the transactions contemplated hereby, by   
the Documents and by the Loan Documents shall be reasonably satisfactory in     
form and substance to the Agent.                                                

     Representations and Warranties.  In order to induce the Agent and the Banks
to enter into this Amendment, the Company represents and warrants to the Agent  
and each Bank, upon the effectiveness of this Amendment, which representations  
and warranties shall survive the execution and delivery of this Amendment, that:

 Due Incorporation; etc.  Each of the Company and each Subject Subsidiary is a
corporation duly incorporated, validly existing and in good standing under the  
laws of its jurisdiction of incorporation, and has all requisite authority to   
conduct its business in each jurisdiction in which its business is conducted.   

 No Default; etc.  No Default or Event of Default has occurred and is continuing
after giving effect to this Amendment or would result from the execution or     
delivery of this Amendment or the Reaffirmation or the consummation of the      
transactions contemplated hereby or thereby.                                    

Corporate Power and Authority; Authorization.  Each of the Company and each 
Subject Subsidiary has the corporate power and authority to execute, deliver and
carry out the terms and provisions of the Documents to which it is a party and  
the execution and delivery by the Company and each Subject Subsidiary of the    
Documents to which it is a party and the performance by the Company and each    
Subject Subsidiary of its obligations hereunder and thereunder have been duly   
authorized by all requisite corporate action by the Company and each Subject    
Subsidiary.                                                                     

Execution and Delivery.  The Company and each Subject Subsidiary has duly   
executed and delivered each Document to which it is a party.                    

Enforceability.  Each Document, the Credit Agreement, as amended by this    
Amendment, and each other Loan Document constitutes the legal, valid and binding
obligation of the Company and each Subject Subsidiary  party thereto, as the    
case may be, enforceable against such Person in accordance with its             
respective terms, except as enforcement may be limited by bankruptcy,           
insolvency, reorganization, moratorium or similar laws affecting the            
enforcement of creditors' right generally, and by general principles of equity. 

No Conflicts; etc.  Neither the execution, delivery or performance by the   
Company or any Subject Subsidiary of the Documents to which it is a party, nor  
compliance by any of them with the terms and provisions hereof and thereof, (i) 
will contravene any applicable provision of any law, statute, rule, regulation, 
order, writ, injunction or decree of any court or governmental instrumentality  
or (ii) will conflict or be inconsistent with, or result in any breach of, any  
of the terms, covenants, conditions or provisions of, or constitute a default   
under, or result in the creation or imposition of (or the obligation to create  
or impose) any Lien upon any property or assets owned by it pursuant to the     
terms of any indenture, mortgage, deed of trust, agreement or other instrument  
to which it is a party or by which it or any of its property or assets is bound 
or to which it may be subject, or (iii) will violate any provision of its       
certificate of incorporation or by-laws.                                        

Consents; etc.  No order, consent, approval, license, authorization, or     
validation of, or filing, recording or registration with, or exemption by, any  
governmental or public body or authority, or any subdivision thereof,           
is required to authorize, or is required in connection with the execution,      
delivery and performance of the Documents or the consummation of any of the     
transactions contemplated hereby or thereby.                                    

Representations and Warranties.  All of the representations and warranties  
contained in the Credit Agreement and in the other Loan Documents (other than   
those which speak expressly only as of a different date) and in the Documents   
are true and correct as of the date hereof after giving effect to this          
Amendment and the other Documents and the transactions contemplated hereby and  
thereby.                                                                        

Miscellaneous.                                                      

 Effect; Ratification.  The amendments set forth herein are effective solely for
the purposes set forth herein and shall be limited precisely as written, and    
shall not be deemed to (i) be a consent to any amendment, waiver or modification
of any other term or condition of the Credit Agreement or of any other Loan     
Document or (ii) prejudice any right or rights that the Agent, the Co-Agents or 
the Banks may now have or may have in the future under or in connection with the
Credit Agreement or any other Loan Document.  Each reference in the Credit      
Agreement to "this Agreement", "herein", "hereof" and words of like import and  
each reference in the other Loan Documents to the "Credit Agreement" shall mean 
the Credit Agreement as amended hereby.  This Amendment shall be construed in   
connection with and as part of the Credit Agreement and all terms, conditions,  
representations, warranties, covenants and agreements set forth in the Credit   
Agreement and each other Loan Document, except as herein amended or waived, are 
hereby ratified and confirmed and shall remain in full force and effect.        

Effectiveness.  This Amendment shall immediately become effective as of the 
date first written above upon (i) the receipt by the Agent of duly executed     
counterparts of this Amendment from the Company and each Banks and (ii) the     
satisfaction of each condition precedent contained in Section 2 hereof.         

Counterparts.  This Amendment may be executed in any number of counterparts,
each such counterpart constituting an original but all together one and the same
instrument.                                                                     

  Severability.  Any provision contained in this Amendment which that is held to
be inoperative, unenforceable or invalid in any jurisdiction shall, as to that  
jurisdiction,  be inoperative, unenforceable or invalid without affecting the   
remaining provisions of this amendment in that jurisdiction or the operation,   
enforceability or validity of that provision in any other jurisdiction.         

GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND      
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS.     

           IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.                                             

JACOR COMMUNICATIONS, INC.                                                      

By                                                                              
Title:                                                                    

By                                                                              
Title:                                                                    

BANQUE PARIBAS, individually and                                                
as Agent                                                                

By                                                                              
Title:                                                                    

By                                                                              
Title:                                                                    

THE FIRST NATIONAL BANK OF BOSTON                                               

By                                                                              
Title:                                                                    

BANK OF AMERICA-ILLINOIS (formerly known as Continental Bank, N.A.)             

By                                                                              
Title:                                                                    

SOCIETY NATIONAL BANK                                                           

By                                                                              
Title:                                                                    

UNION BANK                                                                      

By                                                                              
Title:                                                                    

EXHIBIT A                                                           

REAFFIRMATION                                                       

[Attached]                                                          

REAFFIRMATION OF                                                    
SUBSIDIARY GUARANTY                                                 

      This REAFFIRMATION OF SUBSIDIARY GUARANTY ("Reaffirmation") is
entered into as of October 1, 1994 by each of the parties listed on the         
signature pages hereof (collectively, the "Guarantors") in favor of and for     
the benefit of Banque Paribas, as agent (in such capacity, the "Agent") for     
itself, the co-agents and the Banks party to the Credit Agreement and any       
Interest Rate Providers.  Capitalized terms used and not defined herein shall   
have the meanings assigned to such terms in the Subsidiary Guaranty referenced  
below.                                                                          

R E C I T A L S:                                                    

                 WHEREAS, Jacor Communications, Inc., an Ohio corporation (the
"Company"), the Banks, the Agent and each Co-Agent are parties to that certain  
Credit Agreement dated as of March 5, 1993, as amended by that certain First    
Amendment to Credit Agreement dated as of November 15, 1993 and that certain    
Second Amendment to Credit Agreement dated as of March 7, 1994 (the "Original   
Credit Agreement");                                                             

                WHEREAS, the Company, the Banks, the Agent and each Co-Agent
are entering into that certain Third Amendment to Credit Agreement dated as of  
the date hereof (the "Credit Agreement Amendment"; and the Original Credit      
Agreement as amended by the Credit Agreement Amendment being referred to herein 
as the "Credit Agreement"); and                                                 

              WHEREAS, each of the Guarantors is a party to that certain
Subsidiary Guaranty dated as of March 5, 1993, as amended by that certain First 
Amendment to Subsidiary Guaranty dated as of November 15, 1993 (the "Subsidiary 
Guaranty"), pursuant to which each Guarantor has jointly and severally          
guaranteed the Guaranteed Debt, which term includes, inter alia, all            
Obligations of the Company under and as defined in the Credit Agreement.        

     Section 1.  Reaffirmation.  Each of the Guarantors hereby (i)
acknowledges that the Company, the Banks and the Agent have entered into the    
Credit Agreement Amendment, which Credit Agreement Amendment has been made      
available to and has been reviewed by such Guarantor and (ii) reaffirms that its
obligations under the Subsidiary Guaranty and each other Collateral Document to 
which it is a party continues in full force and effect with respect to the      
Original Credit Agreement as amended by the Credit Agreement Amendment.         

            Section 2.  Counterparts.  This Reaffirmation may be executed in any
number of counterparts, each such counterpart constituting an original but all  
together one and the same instrument.                                           

            Section 6.  GOVERNING LAW.  THIS REAFFIRMATION SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF ILLINOIS.                                                                    

         IN WITNESS WHEREOF, each of the Guarantors hereto has caused this
Reaffirmation to be executed and delivered by a duly authorized officer thereof 
as of the date first above written.                                             

JACOR BROADCASTING CORPORATION                                                  

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF FLORIDA, INC.                                             

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF ATLANTA, INC.                                             

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF KNOXVILLE, INC.                                           

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF COLORADO, INC.                                            

By:___________________________                                                  
Title:                                                                    

JACOR BROADCASTING OF TAMPA BAY, INC.                                           

By:___________________________                                                  
Title:                                                                    

JACOR CABLE, INC.                                                               

By:___________________________                                                  
Title:                                                                    

GEORGIA NETWORK EQUIPMENT, INC.                                                 

By:___________________________                                                  
Title:                                                                    

BROADCAST FINANCE, INC.                                                         

By:___________________________                                                  
Title:                                                                    

Acknowledged:                                                                   

BANK PARIBAS, individually,                                                     
as Agent and on behalf of the                                           
Co-Agents and each Bank                                                 

By                                                                              
Title:                                                                    

By                                                                              
Title:                                                                    

STOCK OPTION AGREEMENT                                              

December 19, 1994                                                   

CONFIDENTIAL                                                                    

Rod F. Dammeyer                                                                 
Itel Corporation                                                                
Two N. Riverside Plaza                                                          
19th Floor                                                                      
Chicago, IL  60606                                                              

Dear Rod:                                                                       

You are hereby notified that the Board of Directors of Jacor        
Communications, Inc. (the "Company") has decided to grant to you a stock option 
(the "Option").  This grant is conditioned upon your signing and returning a    
copy of this Agreement to Jon M. Berry, Treasurer, at the Company's offices,    
1300 PNC Center, 20l East Fifth Street, Cincinnati, Ohio 45202.                 

    The Option granted to you is a right to purchase a total of 5,000 shares
of the common stock of the Company ("Common Stock") in the manner and subject to
the conditions provided in this Agreement.  The "Grant Date" of the Option is   
December 15, 1994.                                                              

    The price per share of Common Stock under the Option (referred to as the
"Exercise Price" or the "Option Exercise Price") as well as the Vesting Schedule
of the Option is set forth below.  The base option price of $12.75 represents   
100% of the fair market value of a share of Common Stock on the Grant Date.  The
fair market value of a share of Common Stock for purposes of the preceding      
sentence was the last trade price of the Common Stock as reported on the Nasdaq 
National Market on the Grant Date.                                              

NUMBER              
DATES ON                  OF OPTIONS                OPTION EXERCISE         
WHICH                   THAT VEST  ON             PRICE FOR OPTIONS       
OPTIONS                 EACH RESPECTIVE             VESTING ON EACH         
VEST                          DATE                 RESPECTIVE DATE        

12/15/94                       1,500                     $ 12.75              
12/15/95                       1,500                     $ 13.26              
12/15/96                       1,000                     $ 13.79              
12/15/97                       1,000                     $ 14.34              
TOTAL               5,000                               

      An Inflation Factor was added to the base option price to provide for some
measure of future inflation.  The Compensation Committee feels that stock price 
appreciation due to general inflationary effects should not totally inure to the
benefit of the option holder.  Rather, enjoyment of stock price appreciation    
should be based on real growth in the value of Jacor, which hopefully will be   
inherent in the future values of the Company's stock.  The Inflation Factor is  
a 4% factor, compounded annually, and is triggered at each of the annual vesting
dates.  There is no further price accretion after the vesting dates.            

      You are urged to review this Agreement carefully.  If after reviewing this
Agreement you have any questions whatsoever, you should contact Jon M. Berry,   
Treasurer of the Company, at (513) 621-1300.                                    

    This Option is a nonqualified stock option and, as such, is not intended
to qualify for the favorable tax treatment afforded under Section 422 of the    
Internal Revenue Code of 1986, as amended (the "Code").  You are advised to     
consult with your personal tax advisor regarding the tax consequences of the    
exercise of this Option and the disposition of any shares received upon         
exercise.                                                                       

      You may not sell or in any way transfer this Option.  You may not exercise
your Option until and unless: a) six months has elapsed since the Grant Date; b)
unless an exemption is available, the Common Stock underlying the Option is     
first registered for sale to you with the U.S. Securities and Exchange          
Commission and you have been provided a copy of a current Prospectus; and c)    
unless an exemption is available, the Common Stock underlying this Option is    
first registered, qualified, or approved for sale to you under the securities   
laws of the State of Ohio and such other jurisdictions, securities exchanges,   
or other governmental authorities which the Company determines to be necessary  
or desirable.  Until such time as such conditions are met and continue to be    
met, you shall have no right to exercise the Option, and until the Option is    
validly exercised, you shall have no property rights in the Common Stock which  
underlies the Option.  In the event such registrations, qualifications, or      
approvals have not been effected at the time the Company receives written       
notice of your desire to exercise your Option, the Company will in due course   
commence the process necessary to effect, and will use its best efforts to      
accomplish, such registrations, qualifications, or approvals.                   

     Resale of shares of Common Stock acquired upon exercise of this Option is
subject to certain restrictions under the Securities Act of 1933, with which you
agree to comply.  Furthermore, acquisition of this Option, the exercise of this 
Option and the disposition of the shares acquired may be subject to the         
reporting and profit recapture provisions of Section 16 of the Securities       
Exchange Act of 1934.                                                           

      Subject to the provisions of this Agreement, you may exercise this Option,
in whole or in part, at any time and from time to time prior to its expiration. 
This option is considered outstanding until it is exercised in full or expires. 

   Shares which may be delivered pursuant to the exercise of Options under
this Agreement may consist, either in whole or in part, of the Company's        
authorized but unissued Common Stock or shares of the Company's authorized and  
issued Common Stock reacquired by the Company and held in its Treasury, as may  
from time to time be determined by the Company.                                 

      This Option must be exercised in full by no later than 5:00 P.M., December
14, 2004.  All the rights granted under the Option expire at that date.         
Fractional shares may not be purchased.  No exercise will be made for less than 
1,000 shares of Common Stock at any one time unless there is less than 1,000    
shares remaining under the Option, in which event the exercise shall be for no  
less than the remaining shares.  Subject to the provisions herein, you may      
exercise this Option by completing either one of or both of the attached Option 
Exercise Notices depending upon method of exercise.  The completed Notice(s)    
should be submitted along with payment of the Exercise Price for such shares by 
(a) cash or check payable to the Company; (b) delivery of shares of Common      
Stock; or (c) a combination of the preceding two methods, to Jon M. Berry,      
Treasurer, at the Company's offices, 1300 PNC Center, 201 East Fifth Street,    
Cincinnati, Ohio 45202.  Payment by delivery of shares of Common Stock may      
include (i) the delivery of Common Stock already owned by you; or (ii) the      
exchange, in successive steps, or Common Stock to be received from the exercise 
of the Option, with the result that you will receive from the exercise a net    
number of shares of Common Stock represented by the difference between the total
number of shares with respect to which the Option is being exercised and that   
number of shares, the fair market value of which is equal to the full Exercise  
Price for all shares of Common Stock with respect to which the Option is        
exercised.  Shares of Common Stock delivered in payment of the Option Exercise  
Price will be valued at their fair market value as of the date of exercise.     
The "fair market value" of a share of Common Stock for purposes of the          
preceding sentence shall be determined as follows:                              

    (i)   if the Common Stock is traded on a national securities exchange or
the Nasdaq Stock Market, the average of the highest and lowest selling price of 
a share of Common Stock on the exercise date, or if there were no sales on such 
date, then on the next prior business day on which there were sales;            

   (ii)  if the Common Stock is traded other than on a national securities
exchange, the average between the closing bid and asked price on the exercise   
date, as reported by the National Association of Securities Dealers Automated   
Quotation System or such other source of quotations for, or reports of trading  
or, the Common Stock as the  Company may reasonably select from time to time, or
if there is no bid and asked price on said date, then on the next prior business
day on which there was a bid and asked price; and                               

(iii)     if neither of the methods described in (i) and (ii) next above is 
available or accurately reflects fair market value, then the Company shall make 
a good faith determination of the fair market value using any reasonable method 
of valuation.                                                                   

     In the event there is any change in the Common Stock of the Company through
the declaration of stock dividends, or through recapitalization resulting in    
stock split-ups, or combinations or exchanges of shares, or otherwise, the      
exercise price per share and the number of shares subject to option under this  
Agreement shall be appropriately adjusted by the Board of Directors of the      
Company.                                                                        

Your Option is in all respects subject to the following conditions: 

     (a) Except for paragraphs (b), (c) and (d) immediately below, your Option
is personal and to you and may be exercised only by you and only while you are  
a member of the Board of Directors of the Company or one of its subsidiaries.   

     (b) In the event of your death while you are a Director of the Company or
one of its subsidiaries, to the extent that you are entitled to exercise your   
Option on your date of death, the Option may be exercised within six (6) months 
of the date of death by the person or persons to whom your rights shall pass by 
will duly admitted to probate or, in absence of any provision by will duly      
admitted to probate, by the executor or administrator of your estate duly       
qualified and appointed under the laws of your domicile at the time of your     
death.                                                                          

     (c) In the event you become disabled (as defined in Section 22(e)(3) of the
Code) while you are a Director of the Company or one of its subsidiaries and    
your service on the Board of Directors is terminated for that reason, you may   
within a one-year period thereafter, exercise your Option to the extent the     
Option was exercisable by you on the date of termination of service on the      
Board.                                                                          

    (d) In the event you cease to be a Director of the Company or one of its
subsidiaries for any reason other than your death or disability or your         
voluntary resignation or removal for cause, to the extent that you are entitled 
to exercise your Option on the date of such cessation, the Option may be        
exercised within three (3) months after the date you cease to be a Director of  
the Company or one of its subsidiaries.                                         

   (e) Your Option may only be held by you, personally -- it is absolutely
nontransferable except by will or under the laws of descent and distribution. By
signing in the place provided below, you agree that you will not attempt to     
sell, assign, transfer, pledge, or in any other way alienate or dilute your     
ownership of this Option.  Any attempt to do so will constitute an automatic    
termination of all of your rights under the Plan and this Agreement.            

   By accepting the Option and by signing in the space provided below, you
hereby agree, in consideration of the grant of this Option, that: (a) you will  
hold and exercise your Option subject to all of the terms and conditions herein;
(b) you release any and all claims against the Company, its officers, directors,
employees, consultants, attorneys, and agents (i) in connection with the        
obtaining of the requisite approvals or clearances to permit the exercise of    
this Option, (ii) in the event there is no market for the Common Stock or with  
respect to any representations, estimates, or projections made by all or any of 
them, and (iii) in the event applicable laws or authorities either prevent the  
Option from being exercised, prevent the                                        

underlying Common Stock from being sold (or make either event less desirable);  
and (c) you acknowledge that you have perused this Agreement granting the Option
and are familiar with and understand their provisions.                          

     This Agreement may not be modified or amended orally and shall be construed
and interpreted according to the law of the State of Ohio, United States of     
America.                                                                        

   If you agree to all of the terms and conditions set forth above, please
sign both copies of this letter where indicated and return one copy to Jon M.   
Berry, keeping the other in your files.                                         

      JACOR COMMUNICATIONS, INC.

BY:                 
                     Jon M. Berry, Senior Vice President
and Treasurer 

Understood and Accepted:                                                        

Optionee's Signature                  (Date)                                    

JACOR COMMUNICATIONS, INC.                                          

STOCK OPTION AGREEMENT                                              
DATED                            , 19                               

OPTION EXERCISE NOTICE                                              
(Payment with Cash)                                                 

The undersigned, the holder of an Option to purchase                

shares of the Company's Common Stock, hereby      

elects to exercise such Option as follows:                                      

Number of Shares to be Purchased                        

Option Exercise Price per Share     $                   

Payment Enclosed                    $                   

Dated this          day of                 , 19    .    

                   Option Holder

JACOR COMMUNICATIONS, INC.                                          
STOCK OPTION AGREEMENT                                              
DATED                            , 19                               

OPTION EXERCISE NOTICE                                              
(Payment with Stock)                                                

The undersigned, the holder of an Option to purchase                
shares of the Company's Common Stock, hereby certifies as follows:              

1.    That I hereby elect to exercise such Option to purchase       
shares of the Company's Common Stock at the Option Exercise Price of        
    per share, for an aggregate Option Exercise Price of $           .

   2.    That in partial payment of the aggregate Option Exercise Price, I
hereby deliver to the Company, Stock Certificate No.                accompanied 
by a stock power duly executed in blank, with any signature guaranteed,         
representing                shares of the Company's Common Stock, which stock   
has a fair market value of $               per share ("Fair Market Value"),     
determined as provided in the Stock Option Agreement dated                 , 19 
.                                                                           

     3.    That I wish to surrender back to the Company in repeated exchanges,
if necessary, such shares to which I am entitled from the exercise of this      
Option as are necessary to pay the full aggregate Option Exercise Price and to  
complete the exercise of the Option in full, with the end result that I         
ultimately receive certificates for                shares of the Company's      
Common Stock (that number of shares equal to the number of shares delivered to  
the Company herewith plus that whole number of shares, without rounding, that   
has a Fair Market Value equal to the spread between the Fair Market Value of    
the number of shares specified in paragraph 1 above and the aggregate Option    
Exercise Price thereof).                                                        

Dated:            , 19  .                                                       
                             Option Holder

                                                                [Download Table]
      JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                             
      EXHIBIT 11                                                              
      Computation of Consolidated Income (Loss) Per Common Share              
      for the Years ended December 31, 1994, 1993 and 1992                    


                                        1994           1993         1992      
                                                                              
Income (loss) for primary                                                     
  computation:                                                                
     Income (loss)                  $  7,851,516  $  1,438,443  $(23,701,346) 
     Add:                                                                     
      Dividends on preferred stock                                  (526,048) 

      Decrease in redemption value                                            
       of redeemable common stock                                             
       warrants                                                      770,084  
Income (loss) applicable                                                      
       to common shares             $  7,851,516  $  1,438,443  $(23,457,310) 

Primary (1):                                                                  
     Weighted average common shares                                           
       and dilutive common stock                                              
       equivalents:                                                           
          Common stock outstanding   19,572,652     13,163,264      381,430(2)
          Stock purchase warrants       797,529        611,879         (3)    
          Stock options                 738,996        729,384         (3)    
          Contingently issuable                                               
            common shares               300,000                               
          7% cumulative convertible                                           
            preferred stock               -               -            (4)    
                                     21,409,177     14,504,527      381,430   

Net income (loss) per common share:   $ 0.37         $ 0.10        $(61.50)   


[FN]                                                                            

NOTES:                                                                          

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

2.    Adjusted to reflect the conversion of the average number of shares        
outstanding into 0.0423618 shares of New Class A Common Stock as a result of the
1993 Restructuring.  See Note 1 to Consolidated Financial Statements.           

3.    The effect on primary and fully diluted earnings (loss) per share of      
outstanding common stock equivalents was antidilutive.                          

4.    The convertible preferred stock was not assumed to be converted because it
would be antidilutive due to the impact of adding back preferred stock          
dividends.                                                                      

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                         

EXHIBIT 21                                                          

The following is a list of the subsidiaries of the Company as of December 31,   
1994.  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%                   

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 13, 1995 on our audits of the consolidated financial statements and    
financial statement schedule of Jacor Communications, Inc. and Subsidiaries as  
of December 31, 1994 and 1993 and for the years ended December 31, 1994, 1993   
and 1992, which reports are included in this Annual Report on Form 10-K.        

COOPERS & LYBRAND L.L.P.                                                        
Cincinnati, Ohio                                                                
March 27, 1995                                                                  

JACOR REPORTS CONTINUED IMPROVEMENTS IN                                         
BROADCAST CASH FLOW                                                             

CINCINNATI,  FEBRUARY 14 - Jacor Communications, Inc. (NASDAQ: JCOR), owner and 
operator of radio stations in six U.S. markets, today reported 30-percent       
increases in broadcast cash flow for both the twelve months ended December 31,  
1994 and the fourth quarter of 1994.                                            

Jacor's broadcast cash flow for the 1994 twelve-month period rose 30 percent to 
$26.5 million from $20.4 million in the same twelve-month period of 1993.       
Fourth quarter broadcast cash flow rose 30 percent to $8.2 million in 1994 from 
$6.3 million in the same quarter of 1993.  Net revenues for the twelve-month    
period rose 19 percent to $107.0 million from $89.9 million in the 1993 period. 
Fourth quarter 1994 net revenues rose 20 percent to $28.7 million from $23.8    
million in the 1993 period.                                                     

On a "same station" basis - reflecting results from stations operated in the    
twelve months of both 1994 and 1993 - Jacor's broadcast cash flow rose 29       
percent to $26.4 million for the twelve months of 1994 from $20.4 million in    
the same period last year.  Broadcast cash flow on the "same station" basis for 
the fourth quarter of 1994 rose 24 percent to $8.0 million from $6.5 million    
for the fourth quarter of 1993.                                                 

The company reported net income of $7.9 million or 37 cents per share, during   
the twelve months of 1994.  Results for the same period last year reflected net 
income of $1.4 million, or 10 cents per share.  Net income for the fourth       
quarter of 1994 was $3.1 million or 14 cents per share, an increase of 250      
percent from the net income of $0.9 million or 5 cents per share reported by    
the Company for the fourth quarter of 1993.                                     

Randy Michaels, Jacor president and co-chief operating officer said, "Our       
managers have delivered another phenomenal year of rating and revenue           
performances.  We witnessed explosive growth as our Denver duopolies matured and
we are excited about the further potential of our Cincinnati consolidations.    
These successes, combined with our deep bench of talented station managers,     
gives us tremendous confidence as we move into the future."                     

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, 1994 and 1993 
      (In thousands, except per share amounts)                                
      (UNAUDITED)                                                             



                                  Three Months Ended    Twelve Months Ended   
                                     December 31,            December 31,     

                                  1994        1993       1994         1993    
                                                                              

Broadcast revenue             $   32,091  $   26,673  $  119,635   $  100,745 

  Less agency commissions          3,372       2,827      12,625       10,813 
      Net revenue                 28,719      23,846     107,010       89,932 

Broadcast operating expenses      20,548      17,573      80,468       69,520 

Broadcast cash flow (1)            8,171       6,273      26,542       20,412 

Depreciation and amortization      2,463       2,811       9,698       10,223 
Corporate general and                                                         
  administrative expenses            855       1,029       3,361        3,564 

      Operating income             4,853       2,433      13,483        6,625 

Interest expense                    (105)       (381)       (534)      (2,735)
Other income, net                    418         124       1,216          248 

    Income before                                                             
      income taxes                 5,166       2,176      14,165        4,138 

Income tax expense                (2,098)     (1,300)     (6,313)      (2,700)

   Net income                  $   3,068   $     876   $   7,852   $    1,438 

Income per common share          $ 0.14     $   .05      $ 0.37       $   .10 

Number of common shares used                                                  
  in per share computations       21,334      17,976      21,409        14,505


[FN]                                                                            

(1) Operating income before depreciation and amortization, reduction in carrying
value of assets and corporate general and administrative expenses.      

                                                                [Download Table]
      JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES                            
      SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES        
      for the years ended December 31, 1994, 1993 and 1992                  


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

Year ended December 31, 1992:                                               
  Allowance for doubtful trade                                              
    accounts receivable           $ 1,380,365      $   741,926              
  Allowance for uncollectible                                               
    notes receivable              $ 1,462,504                               


                                                                [Download Table]
      JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES                            
      SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES        


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

Year ended December 31, 1989:                                               
  Allowance for doubtful trade                                              
    accounts receivable           $(1,163,174)                   $   959,117
  Allowance for uncollectible                                               
    notes receivable              $(1,462,504)                   $     -0-  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		12/15/04
		12/14/04
		2/7/03
		12/31/00
		1/14/00
		1/1/00
		1/1/99
		5/28/98
		9/30/96		10-Q,  10-Q/A
		9/30/95		10-Q
		6/30/95		10-Q
		5/17/95
Filed on:		3/30/95
		3/29/95
		3/27/95
		3/15/95
		2/14/95
		2/13/95
For Period End:		12/31/94		11-K,  DEF 14A,  PRE 14A
		12/19/94
		12/15/94
		11/9/94		S-8
		10/1/94
		7/29/94
		7/22/94
		4/7/94
		3/29/94
		3/7/94
		1/1/94
		12/31/93		10-K,  11-K,  DEF 14A,  PRE 14A
		12/17/93
		11/19/93
		11/16/93
		11/15/93
		10/18/93
		8/13/93
		7/28/93
		7/13/93
		7/12/93
		6/23/93
		4/23/93
		3/11/93
		3/5/93
		2/17/93
		1/22/93
		1/12/93
		1/11/93
		1/1/93
		12/31/92
		11/27/92
		9/30/92
		9/16/92
				List all Filings