Jacor Communications Inc – ‘10-K’ for 12/31/93

As of:  Wednesday, 3/30/94   ·   For:  12/31/93   ·   Accession #:  702808-94-7   ·   File #:  0-12404

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        1993 10-K                                            132    456K 

Document Table of Contents

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FORM 10-K 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D. C.  20549  

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                     
SECURITIES EXCHANGE ACT OF 1934                                                 
For the fiscal year ended December 31, 1993 
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, 1994 was $103,653,000.                               

The number of common shares outstanding as of March 15, 1994 was                
19,566,860.                                                                     

Documents Incorporated By Reference 

Portions of Registrant's definitive Proxy Statement to be filed during April,   
1994 in connection with the Annual Meeting of Shareholders presently scheduled  
to be held on May 18, 1994 are incorporated by reference into Part III of this  
Form 10-K.                                                                      

There are 120 pages in this document.                                           

The index of exhibits appears on page 84.                                       

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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 1993, Jacor entities owned and                   
operated thirteen 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 three radio stations, one in Atlanta, one in                
Denver and one in Cincinnati.  The Company agreements to acquire                
the Denver and Cincinnati stations upon FCC approval.  In                       
addition, the Company sells the advertising time for two 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 Telesat                   
Cable TV, through the Company's wholly-owned subsidiary, Jacor                  
Cable, Inc., a company engaged in the development and operation                 
of a cable television system, and the Georgia Radio News Service,               
a radio news service which provides news, sports, and public                    
affairs programming to more than 140 stations.                                  

In January 1993, the Company completed a Restructuring which                    
resulted in the reduction of the Company's debt from $156 million               
to $72 million and the issuance of stock to Zell/Chilmark Fund                  
L.P. ("Zell/Chilmark") which lead to a transfer of control of the               
Company to Zell/Chilmark.                                                       

In order to reduce its debt obligations further, the Company                    
refinanced its senior bank debt in March 1993 with a new group of               
lenders.  With the completion of the Refinancing, the Company's                 
senior debt was reduced from $69 million to $45 million under a                 
credit facility.  As part of this Refinancing, the Company raised               
$20 million of additional equity from the issuance of 3,484,321                 
shares of Common Stock through a private placement to                           
Zell/Chilmark.  This $20 million, together with available cash,                 
funded the reduction of the Company's senior debt.                              

In June 1993, the Company acquired the FCC license and certain                  
contracts of radio station WLWA-AM (formerly WKRC-AM) in                        
Cincinnati, Ohio for a purchase price of $1.6 million in cash.                  

In July 1993, the Company completed the acquisition of radio                    
station KAZY(FM) in Denver, Colorado from Zell/Chilmark under a                 
contract dated December 1992.  Zell/Chilmark had purchased that                 
station for $5.5 million.  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.  As a result, 964,006 shares were issued to complete this                
acquisition.                                                                    

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES           

Item  1. Business, Continued                                                    

In October 1993, the Company entered into a LMA pursuant to which               
radio station WGST(FM) (formerly WCHK) in Atlanta, Georgia will                 
make air time and transmission services available to the Company                
for a certain term for the broadcast of the Company's programs in               
return for a monthly fee, and entered into an agreement to                      
acquire the FCC license and certain transmitter facilities of                   
radio station KTLK(AM) (formerly KRZN) in Denver, Colorado for                  
$1.6 million cash.  The asset purchase is subject to certain                    
conditions, including the receipt of FCC approval.  Pending the                 
purchase of the assets, the Company entered into a LMA with                     
respect to radio station KTLK(AM).                                              

In November 1993, the Company issued pursuant to a public                       
offering, 5,462,500 shares of its Common Stock at a price of                    
$12.00 per share.  Net proceeds to the Company from this offering               
were approximately $60 million.  Initially the Company used the                 
net proceeds to repay all of its indebtedness and the remaining                 
net proceeds are being used to finance acquisitions of radio                    
groups and/or radio stations for general corporate purposes.  The               
Company also entered into the First Amendment to the Credit                     
Agreement which provides for a senior secured reducing revolving                
credit facility with a commitment of $45 million that expires on                
December 31, 2000 and a senior secured acquisition facility with                
a commitment of $55 million that expires on September 30, 1996.                 
Both facilities are available for acquisitions permitted under                  
conditions set forth in the Credit Agreement, as amended.                       

In December 1993, the Company entered into an agreement to sell                 
the business and substantially all the cable TV assets of its                   
wholly-owned subsidiary, Jacor Cable, Inc.  The Company will                    
receive approximately $2 million in cash for the sale of the                    
assets.  The sale is subject to consents from regulatory                        
authorities and certain other conditions.                                       

In March 1994, the Company entered into an agreement to acquire                 
the assets of radio station WIMJ(FM) in Cincinnati, Ohio for $9.5               
million.  The acquisition will be funded with cash on hand.  The                
asset purchase is subject to FCC approval and the satisfaction of               
certain other conditions.                                                       

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES     

Item  1. Business, Continued                                                    

(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:                                                  

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES     

Item  1. Business, Continued                                                    

                                                                [Download Table]

                     1993 Market     Date of                             
Market and Station     Rank By     Acquisition                           
   Call Letters     Radio Revenue   LMA / JSA             Format         
                                                                         
OWNED:                                                                   
Atlanta, GA                                                              
  WPCH(FM)                11       August 1985    Soft Adult Contemporary
Atlanta, GA                                                              
  WGST(AM)(2)             11       August 1985    News, Sports, Talk     
Denver, CO                                                               
  KRFX(FM)                16       August 1987    Classic Rock           
Denver, CO                                                               
  KAZY(FM)                16       July 1993      Album Oriented Rock    
Denver, CO                                                               
  KOA(AM)                 16       August 1987    News, Sports, Talk     
Cincinnati, OH                                                           
  WEBN(FM)                19       May 1986       Album Oriented Rock    
Cincinnati, OH                                                           
  WLW(AM)                 19       December 1986  News, Sports, Talk     
Cincinnati, OH                                                           
  WLWA(AM)                19       June 1993      News, Sports, Talk     
Tampa, FL                                                                
  WFLZ(FM)                20       April 1988     Contemporary Hit Radio 
Tampa, FL                                                                
  WFLA(AM)                20       April 1988     News, Talk             
Jacksonville, FL                                                         
  WQIK(FM/AM)(3)          51       May 1984       Country                
Knoxville, TN                                                            
  WMYU(FM)                71       December 1986  Adult Contemporary     

LMAs:                                                                    
Atlanta, GA                                                              
  WGST(FM)(2)             11       October 1993   News, Sports, Talk     
Denver, CO                                                               
  KTLK(AM)(4)             16       November 1993  News, Sports, Talk     
Cincinnati, OH                                                           
  WIMJ(FM)(5)             19       March 1994     NM (6)                 

JSAs:                                                                    
Cincinnati, OH                                                           
  WAQZ(FM)                19       December 1991  Album Oriented Rock    
Cincinnati, OH                                                           
  WSAI(AM)                19       January 1994   Adult Standards        


[FN]                                                                            
(1)  Total number of stations in the market is derived from the Fall 1993       
Arbitron.                                                             
(2)  Radio stations WGST(AM) and WGST(FM) are currently simulcast.              
(3)  The FM and AM stations in this market are primarily simulcast.             
(4)  The Company has agreed to acquire KTLK's (formerly KRZN) FCC license       
and certain of its transmitter facilities upon FCC approval.          
Pending FCC approval of the acquisition, the Company is operating     
KTLK(AM) pursuant to a LMA.                                           
(5)  The Company has agreed to acquire WIMJ(FM).  Pending FCC approval of the   
    acquisition, the Company will operate WIMJ(FM) pursuant to a LMA effective
April 7, 1994.                                                        
(6)  Not meaningful.  The information is not presented because the station's    
format will be changed effective with the LMA beginning April 7, 1994.

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                                                                [Download Table]

                                          Overall                       
                     Station's         Audience Rank           Total    
                      Primary     In Primary                 Number of  
Market and Station  Demographic   Demographic       In        Stations  
   Call Letters       Target        Target        Market    in Market(1)
                                                                        
OWNED:                                                                  
Atlanta, GA                                                             
  WPCH(FM)          Adults 25-54        4            4           20     
Atlanta, GA                                                             
  WGST(AM)(2)       Men 25-54          13           11 (TIE)     20     
Denver, CO                                                              
  KRFX(FM)          Men 18-34           1            3           33     
Denver, CO                                                              
  KAZY(FM)          Men 18-34           7           18 (TIE)     33     
Denver, CO                                                              
  KOA(AM)           Men 25-54           2            2           33     
Cincinnati, OH                                                          
  WEBN(FM)          Men 18-34           1            5           29     
Cincinnati, OH                                                          
  WLW(AM)           Men 25-54           1            2           29     
Cincinnati, OH                                                          
  WLWA(AM)          Men 25-54          17           13           29     
Tampa, FL                                                               
  WFLZ(FM)          Women 18-34         1            5           25     
Tampa, FL                                                               
  WFLA(AM)          Men 25-54           8            4           25     
Jacksonville, FL                                                        
  WQIK(FM/AM)(5)    Adults 25-54        1            1           20     
Knoxville, TN                                                           
  WMYU(FM)          Women 25-54         3            5           22     

LMAs:                                                                   
Atlanta, GA                                                             
  WGST(FM)(2)       Men 25-54          15           17 (TIE)     20     
Denver, CO                                                              
  KTLK(AM)(6)       Men 25-54          27 (TIE)     20 (TIE)     33     
Cincinnati, OH                                                          
  WIMJ(FM)(3)       NM (6)            NM(6)         NM(6)        29     

JSAs:                                                                   
Cincinnati, OH                                                          
  WAQZ(FM)          Men 18-34          10 (TIE)     18 (TIE)     29     
Cincinnati, OH                                                          
  WSAI(AM)          Adults 35-64       14           15           29     


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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.                                                            

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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 Braves, 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.        

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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 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 $100 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.                          

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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, 1993, 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         
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          

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES             

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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% of its                  
advertising time for cash.  The Company's involvement               
relative to barter transactions is discussed in Note 16 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.            
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.                                                              

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES           

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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.                                                

The FCC is currently considering whether to authorize the           
use of a new technology, digital audio broadcasting ("DAB"),        
to deliver audio programming.  DAB 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 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.                                   

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES     

Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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

Federal Regulation of 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.                                                 

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.               

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Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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.                                      

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:                               

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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    
  KAZY(FM)  Denver, CO        July 1993       106.7 MHz     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    
  WLWA(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    
  WQIK(AM)  Jacksonville, FL  May 1984        1320 KHz      02/01/96    
  WMYU(FM)  Knoxville, TN     December 1986   102.1 MHz     08/01/96    

LMAs:                                                                   
  WGST(FM)  Atlanta, GA       October 1993    105.7 MHz     04/01/96    
  KTLK(AM)  Denver, CO        November 1993   760 KHz       04/01/97    
  WIMJ(FM)  Cincinnati, OH    March 1994 *    92.5 MHz      10/01/96    

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

[FN]                                                                            

*  Effective April 7, 1994.                                                     

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.                                             

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           

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Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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" prohibits any one individual or           
entity from having a control position or cognizable                 
ownership interest in more than 18 AM or more than 18 FM            
radio stations nationwide (with the limit to increase to 20         
AM and 20 FM stations as of September 16, 1994).  A 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, 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                 

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Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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.                                                             

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.        
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.                                                           

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               
considering raising the benchmarks to 10% and 20%,                  
respectively.  The Company cannot predict whether the FCC           
will adopt this or any other proposal.  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.                                

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.                                                        

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Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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.                      

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.                          

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Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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                     
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.                                                     

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Item 1. Business, Continued                                                     

(c)   Narrative Description of Business, Continued                              

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.                                                      

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 increase           
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.                                

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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 601 persons, 498 on a full-time and 103         
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.                  

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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 station 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, and the                    
Atlanta lease has two five-year renewal options.  Both the                      
Cincinnati and Tampa leases expire in 1998 and each lease has two               
five-year renewal options.  The Company leases approximately                    
7,435 square feet for the office and studio facilities of                       
Telesat, its cable television operations located in Northern                    
Kentucky, under a lease expiring in 1994.  The Company also                     
leases approximately 10,000 square feet for its corporate offices               
in Cincinnati under a lease expiring in 2001.  In conjunction                   
with the Company's proposed acquisition of radio station WIMJ(FM)               
in Cincinnati, the Company has also agreed to purchase for                      
approximately $1.6 million the building from which such station                 
currently operates.                                                             

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 its FM                  
station in Knoxville which is located on property leased by the                 
Company under a lease expiring in 2005.  For the tower site at                  
WLWA(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.                                                     

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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 15 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                                                      

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

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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, 1994 for the Annual Meeting of Shareholders                       
presently scheduled to be held on May 18, 1994.                                 

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, 1994.  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               1994          Positions Held       an Officer              

David M. Schulte      47      Chairman of the Board      6/07/93                

Randy Michaels        41      President and Co-Chief                            
              Operating Officer         12/29/86

Robert L. Lawrence    41      Co-Chief Operating                                
              Officer                   12/29/86

R. Christopher Weber  38      Senior Vice President and                         
              Chief Financial Officer   12/29/86

Jon M. Berry          47      Senior Vice President and                         
              Treasurer                 11/01/82

Each of the executive officers listed above has served Registrant               
in various executive capacities throughout the past five years.                 

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PART II 

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

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, has been limited and sporadic.  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                

As part of the Restructuring, all of the Company's formerly                     
outstanding capital stock was exchanged for new securities of the               
Company, including the common stock which is now outstanding and                
warrants to acquire common stock.  The following table reflects                 
the high and low sale prices of the former common stock traded on               
The Nasdaq National Market from January 1, 1992 through February                
10, 1992; and the high and low bid prices for the common stock as               
quoted in The Nasdaq Stock Market for the period from February                  
11, 1992 through August 4, 1992 and as quoted on the OTC Bulletin               
Board (with such quotes reported in the pink sheets of the                      
National Quotation Bureau, Inc.) since August 5, 1992, adjusted                 
to reflect a 0.0423618 reverse stock split in the Company's                     
former common stock effected by the Restructuring.                              

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PART II 

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

                          Price Range of
                            Common Stock
1992                                         High         Low                   

1st Quarter (through February 10).....   $41.31       $17.70                
1st Quarter (from February 11)........    29.51        17.70                
2nd Quarter...........................    32.46        14.75                
3rd Quarter (through August 4)........    23.61        20.66                
3rd Quarter (from August 5)...........    17.70         2.95                
4th Quarter...........................    11.80         2.95                

At March 15, 1994, there were 1,676 record holders of Common                    
Stock including shares held in nominee name and the last reported               
sale price on the Nasdaq National Market was $15.50 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 substantially all earnings, if any, for                
the requirements of the business.                                               

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Item 6.  Selected Financial Data                                                

                                                        [Enlarge/Download Table]

                           1993(1)        1992(1)      1991(1)        1990(1)      1989(1)   
                                                                                             
For the year:                                                                                

Net revenue            $89,932,200     $70,505,959   $64,237,752   $80,036,270   $76,917,477 
Broadcast operating                                                                          
  expense               69,520,397      55,782,048    48,206,072    60,436,931    60,306,142 
Station operating                                                                            
  income excluding                                                                           
  depreciation and                                                                           
  amortization          20,411,803      14,723,911    16,031,680    19,599,339    16,611,335 
Depreciation and                                                                             
  amortization          10,222,844       6,399,093     7,287,879    10,294,334     9,369,716 
Reduction in carrying                                                                        
  value of assets to                                                                         
  net realizable value                   8,600,000                                           
Corporate general and                                                                        
  administrative                                                                             
  expenses               3,563,800       2,926,075     2,681,672     2,811,625     3,437,751 
Operating income (loss)  6,625,159      (3,201,257)    6,062,129     6,493,380     3,803,868 
Net interest expense    (2,475,820)    (13,443,318)  (16,226,234)  (17,727,828)  (14,833,692)
Gain on sale of radio                                                                        
  stations                                            13,013,527                             
Other non-operating                                                                          
  income (expense) net     (10,895)     (7,056,771)     (301,897)   (8,431,714)       45,065 
Income (loss) before                                                                         
  income tax and                                                                             
  extraordinary item     4,138,444     (23,701,346)    2,547,525   (19,666,162)  (10,984,759)
Net income (loss)      $ 1,438,444    $(23,701,346)  $ 1,467,525   $20,746,162) $(15,371,337)

Net income (loss) per                                                                        
  common share: (2)                                                                          
   Primary and fully                                                                         
     diluted             $  0.10         $(61.50)      $ 2.32       $(47.10)      $(41.78)   
Weighted average shares                                                                      
  outstanding: (2)                                                                           
   Primary and fully                                                                         
     diluted             14,504,527       381,430       405,927      422,672       420,977   

Other Financial Data:                                                                        

Broadcast cash flow (3) $20,411,803    $14,723,911   $16,031,680   $19,599,339   $16,611,335 

At year end:                                                                                 

Working capital                                                                              
  (deficit)             $38,658,756 $(140,547,337)(4) $(128,455,248) $6,230,189   $5,359,061 
Intangible assets                                                                            
  (net of accumulated                                                                        
  amortization)           84,991,361   70,037,759 (4)   81,738,386   92,026,575  105,605,581 
Total assets             159,908,529  122,000,391 (4)  125,487,201  152,717,141  158,624,339 
Long-term debt                                                                               
  (including current                                                                         
  portion)                            140,541,948 (4)  137,666,850  151,436,233  147,303,341 
Redeemable common                                                                            
  stock                                                               6,278,800    5,493,942 
Common stock purchase                                                                        
  warrants                   390,397      487,000 (4)    1,257,084    1,708,144    4,278,973 

Shareholders' equity                                                                         
  (deficit)              140,413,191  (50,840,346)(4)  (27,383,036) (28,774,289)  (8,867,905)


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[FN]                                                                            
NOTES:                                                                          

(1)   The comparability of the information reflected in this                    
selected financial data is affected by the purchase of              
Telesat Cable TV (July 1989); 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), and the Restructuring and the Refinancing.          
For information related to the dispositions during 1991, 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 four 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 common 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, 1990 and 1989 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 year ended December 31, 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 period.  Income (loss)           
per common share and weighted average shares outstanding for        
the four 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 41          
and 42 in this annual report for a description of the               
Company's cash flows presented in accordance with generally         
accepted accounting principles and page 36 in this annual           
report for a further discussion of the Company's cash flows.        

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(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        

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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% 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 competitor's 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 1993, 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.                                  

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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.  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, 1993, 1992 and 1991 is affected by the                       
January 1991 sale of radio stations WMJI(FM), Cleveland, and                    
WYHY(FM), Nashville, the January 1993 Restructuring and the                     
March 1993 Refinancing.                                                         

LIQUIDITY AND CAPITAL RESOURCES                                                 

Prior to 1993, the Company financed its operations through a                    
combination of cash generated from its operations and debt.                     
As a result of the substantial debt the Company incurred in                     
connection with its acquisitions and the downturn in the                        
economy, the Company was unable to meet its debt obligations                    
in January 1993.                                                                

In January 1993, the Company completed the restructuring of                     
$140 million of indebtedness.  In connection with the                           
Restructuring, the Company issued common stock and warrants                     
in exchange for debt and other claims against the Company and                   
exchanged common stock and warrants for all of the Company's                    
previously outstanding capital stock.  As a result of the                       
Restructuring, the Company's indebtedness was reduced from                      
$140 million to approximately $72 million (of which $69                         
million was owed to the Company's senior bank lenders).  The                    
Refinancing in March 1993 allowed the Company to reduce its                     
total debt from $72 million to $45 million. As a result of                      
the Restructuring and Refinancing, the Company dramatically                     
improved its capital structure.                                                 

In addition to the substantial reduction of its senior and                      
subordinated debt which resulted from the Restructuring and                     
the Refinancing, the Company paid $0.4 million for the                          
cancellation of approximately $0.7 million of other debt.                       
Also, during the first quarter of 1993, the Company acquired                    
for $0.8 million notes in the amount of approximately $2.3                      
million owing to a bank by Terry S. Jacobs, the Company's                       
former Chairman, President and Chief Executive Officer.                         

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES       

LIQUIDITY AND CAPITAL RESOURCES, Continued                                      

The new Credit Agreement was amended in connection with the                     
November 1993 public offering by the Company (see below).                       
The First Amendment to the Credit Agreement (the "Amended                       
Credit Agreement") provides for a senior secured reducing                       
revolving credit facility with a commitment of $45 million                      
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 Amended 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 Amended Credit Agreement is guaranteed by those                             
subsidiaries.  Both facilities may be used for acquisitions                     
permitted under conditions set forth in the Amended Credit                      
Agreement.  Interest under the Amended 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 Amended Credit Agreement requires that the commitment                       
under the Revolver be reduced in the quarter commencing                         
January 1, 1994, and continuing quarterly thereafter.  After                    
the Acquisition Facility commitment terminates on September                     
30, 1996, the Amended Credit Agreement requires 17 equal                        
quarterly amortization payments.  The Amended Credit                            
Agreement further requires that, with certain exceptions, the                   
Company prepay the loans and reduce the commitments under the                   
Amended Credit Agreement with excess cash flow and the net                      
proceeds from certain sales of assets and capital stock.                        

As a result of the Restructuring and the Refinancing, the                       
Company's interest expense has been substantially reduced.                      
The Company's interest expense in 1993 was $11.0 million less                   
than the interest expense incurred in 1992.                                     

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                         
three-month LIBOR interest rate at December 31, 1993 was                        
3.38%.                                                                          

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES       

LIQUIDITY AND CAPITAL RESOURCES, Continued                                      

The Company made capital expenditures during 1993 of                            
approximately $1.5 million.  The Company contemplates making                    
capital expenditures for existing properties during 1994 of                     
approximately $1.1 million out of the Company's working                         
capital.                                                                        

In June 1993, the Company entered into restricted stock                         
agreements with certain members of the Company's Board of                       
Directors for the purchase of 80,000 shares of Common Stock.                    
The shares were purchased at a price of $5.74 per share with                    
total proceeds of $0.46 million added to the Company's                          
working capital.  The shares are restricted until the first                     
anniversary of the Directors' appointment as a member of the                    
Board of Directors of the Company.                                              

In June 1993, the Company acquired the FCC license and                          
certain contracts of radio station WLWA(AM) in Cincinnati,                      
Ohio for a purchase price of $1.6 million and funded the                        
acquisition from working capital.  In July 1993, the Company                    
acquired radio station KAZY(FM) in Denver, Colorado from                        
Zell/Chilmark at Zell/Chilmark's acquisition cost.  The                         
KAZY(FM) acquisition was funded through the issuance of                         
964,006 shares of Common Stock to Zell/Chilmark.  In October                    
1993, the Company entered into an agreement to acquire the                      
FCC license and certain transmitter facilities of KTLK(AM)                      
(formerly KRZN) in Denver, Colorado (subject to FCC approval)                   
for $1.6 million and will fund the acquisition with cash on                     
hand.                                                                           

During the fourth quarter of 1993, the Company issued                           
pursuant to a public offering, 5,462,500 shares of its Common                   
Stock at a price of $12.00 per share.  Net proceeds to the                      
Company from this offering were approximately $60 million.                      
Initially, the Company used the net proceeds to repay all of                    
its indebtedness and the remaining net proceeds are being                       
used to finance acquisitions of radio groups and/or radio                       
stations and for general corporate purposes.  The Company                       
also entered into the First Amendment to the Credit Agreement                   
discussed above.                                                                

In March 1994, the Company entered into an agreement to                         
acquire the assets of radio station WIMJ(FM) in Cincinnati,                     
Ohio for $9.5 million.  The acquisition will be funded with                     
cash on hand.  The asset purchase is subject to FCC approval                    
and the satisfaction of certain other conditions.                               

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

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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.                                                                         

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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.                   

1992 Compared to 1991                                                           

Broadcast revenue for 1992 was $79.3 million, an increase of                    
$6.8 million or 9.4% from $72.4 million during 1991.  The                       
increase in advertising revenue from the broadcast of Major                     
League Baseball games (primarily due to the broadcast of the                    
Atlanta Braves' baseball games in 1992 for the first time),                     
together with the advertising revenue generated from the                        
broadcast of the Denver Broncos' post-season football games                     
in January, more than offset the period-to-period decline of                    
nearly $1.4 million in national spot advertising.  The                          
decrease in national spot advertising reflects the decline in                   
national radio revenue nationwide in 1992, as reported by the                   
broadcast accounting firm Miller, Kaplan, Arase & Co.                           

Agency commissions for 1992 were $8.8 million, an increase of                   
$0.6 million or 6.6% from $8.2 million during 1991.  Agency                     
commissions increased at a lesser rate than broadcast revenue                   
due to a greater proportion of direct sales.                                    

Broadcast operating expenses for 1992 were $55.8 million, an                    
increase of $7.6 million or 15.7% from $48.2 million for                        
1991.  These expenses increased primarily as a result of                        
rights' fees and other costs to broadcast professional                          
football and baseball and increased spending for advertising                    
and promotion of the stations during 1992.                                      

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES               

RESULTS OF OPERATIONS, Continued                                                

Depreciation and amortization for 1992 was $6.4 million, a                      
decrease of $0.9 million or 12.2% from $7.3 million for 1991                    
due primarily to a decrease in amortization relating to a                       
non-compete agreement.                                                          

Operating loss for 1992 was $3.2 million, a decrease of $9.3                    
million from operating income of $6.1 million for 1991.  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.  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.  Accordingly, based on                      
the results of a third-party appraisal, acquisition cost                        
allocated to FCC licenses was reduced by $8.6 million.                          

Interest expense for 1992 was $13.7 million, a decrease of                      
$3.1 million or 18.3% from $16.8 million for 1991.  Interest                    
expense decreased as a result of the termination of an                          
interest rate protection agreement (the "Swap Agreement") in                    
February 1992.  The Company did not benefit from the                            
generally lower interest rates because the Swap Agreement not                   
only limited the Company's risk to increases in interest                        
rates but also the benefit from decreases in interest rates                     
on $100 million of its debt.  The termination of the Swap                       
Agreement allowed the Company in 1992 to realize the full                       
benefit of reduced interest rates on all of its senior                          
indebtedness, not just that in excess of $100 million.  In                      
connection with the termination of the Swap Agreement, the                      
Company was assessed a termination settlement amount of $7.1                    
million, which is reflected as an expense.                                      

Net loss for 1992 was $23.7 million, compared to a net income                   
of $1.5 million for 1991.  However, both the Swap Agreement                     
termination expense and the charge for reduction in carrying                    
value are included in the 1992 results.  On the other hand,                     
1991 includes a gain from the sale of two radio stations in                     
January 1991 and an extraordinary item, which represents the                    
income tax benefit of utilizing existing loss carryforwards                     
to offset the 1991 provision for federal and state income                       
taxes.                                                                          

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES       

CASH FLOW                                                                       

Cash flows provided (used) by operating activities, inclusive                   
of working capital, were $9.0 million, $6.8 million and                         
($4.4) million for 1993, 1992 and 1991, respectively.  The                      
use of cash in 1993 was primarily due to $2.5 million paid in                   
refinancing fees and a net use of cash of $5.7 million from                     
an increased working capital investment to support an                           
increase in sales.  Cash flows provided (used) by investing                     
activities were ($6.0) million, ($1.7) million and $26.2                        
million for 1993, 1992 and 1991, respectively.  In addition                     
to capital expenditures of $2.0 million, $0.9 million and                       
$1.2 million in 1993, 1992 and 1991, respectively, investing                    
activities in 1993 include a $1.8 million expenditure                           
relating to the purchase of radio station assets and a $2.0                     
million expenditure for the purchase of intangible assets.                      
Investing activities in 1992 include a $1.0 million                             
expenditure relating to the investment in the Colorado                          
Rockies baseball franchise and 1991 includes the receipt of                     
both the return of an escrow deposit and the net proceeds                       
from the sale of properties in the amounts of $1.8 million                      
and $25.4 million, respectively.  Cash flows provided (used)                    
by financing activities were $13.2 million and ($22.3)                          
million for 1993 and 1991, 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 and the net repayment of long-term debt                        
together with the purchase of treasury stock for 1991.                          

INCOME TAXES                                                                    

Although the Company has significant net operating loss                         
carryforwards for federal and other tax purposes, the                           
Company's ability to use such losses to reduce its taxable                      
income is severely limited because of the Restructuring.                        
Further, as a result of the Restructuring, the net operating                    
loss carryforwards and other tax attributes (including the                      
tax bases in assets) will be reduced or eliminated, except to                   
the extent the Company is permitted to apply the stock for                      
debt exception provided under Section 108 of the Internal                       
Revenue Code (the "Code") (see Note 12 of Notes to                              
Consolidated Financial Statements).  As a result of changes                     
to the Code in 1993, the Company will be permitted to                           
amortize certain intangible assets, particularly goodwill,                      
associated with the purchase of broadcasting operation                          
assets.                                                                         

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 is                    
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 $6.5 million.                    
At December 31, 1993, the Company reported a net deferred tax                   
liability of $7.9 million and a deferred tax provision of                       
$1.4 million.  (See Note 12 of Notes to Consolidated                            
Financial Statements for further details).                                      

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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, 1993 and 1992, 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,                    
1993.  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, 1993 and 1992, and the                          
consolidated results of their operations and their cash flows                   
for each of the three years in the period ended December 31,                    
1993, 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                                                               
Cincinnati, Ohio                                                                
March 7, 1994, except for                                                       
Note 18, as to which the                                                        
date is March 16, 1994                                                          

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                        JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES            
                                CONSOLIDATED BALANCE SHEETS                    
                                DECEMBER 31, 1993 AND 1992                     


                                                  1993                 1992    
                                                                               
                              ASSETS                                           
Current assets:                                                                
  Cash and cash equivalents                   $ 28,617,599        $  9,157,383 
  Restricted cash (substantially all                                           
    restricted by senior lenders)                                    1,178,058 
  Accounts receivable, less allowance for                                      
    doubtful accounts of $1,082,000 in                                         
    1993 and $959,000 in 1992                   19,449,289          14,801,686 
  Other current assets                           1,997,149           4,394,974 
           Total current assets                 50,064,037          29,532,101 

Property and equipment                          23,072,887          20,862,290 
Intangible assets                               84,991,361          70,037,759 
Notes receivable                                   182,000             364,344 
Other assets                                     1,598,244           1,203,897 

            Total assets                      $159,908,529        $122,000,391 

                              LIABILITIES                                      
Current liabilities:                                                           
  Debt callable by senior lenders                                 $115,685,767 
  Current portion of long-term debt                                 22,785,511 
  Interest rate protection agreement                                           
     termination fee payable                                         7,082,263 
  Accounts payable                            $  2,011,460           2,190,505 
  Dividends payable                                                  1,029,675 
  Accrued payroll                                3,218,239           1,010,105 
  Accrued interest                                   4,375           9,624,900 
  Accrued federal, state and                                                   
     local income tax                            2,025,485             886,021 
  Accrued restructuring expense                                      5,557,391 
  Other current liabilities                      4,145,722           4,227,300 
         Total current liabilities              11,405,281         170,079,438 

Long-term debt                                                       2,070,670 
Other liabilities                                  190,057             203,629 
Deferred tax liability                           7,900,000                     

              Total liabilities                 19,495,338         172,353,737 

Commitments and contingencies                                                  
Redeemable common stock warrants                                       487,000 

                         SHAREHOLDERS' EQUITY (DEFICIT)                        

Convertible preferred stock, $0.10 par value,                                  
   cumulative, redeemable, $0.77 per share                                     
   annual dividend; 727,273 shares issued;                                     
   683,181 shares outstanding in 1992                                   68,318 
Additional paid-in capital, preferred stock                          5,263,929 
Common stock, no par value, $0.10 per share                                    
   stated value; issued shares: 19,499,812 in                                  
   1993 and 428,015 in 1992                       1,949,982             42,802 
Additional paid-in capital, common stock        136,634,368         19,497,537 
Common stock warrants                               390,397            895,800 
Retained earnings (deficit)                       1,438,444        (69,680,819)
                                                140,413,191        (43,912,433)
Less treasury stock, 46,586 common                                             
     shares in 1992, at cost                                        (6,927,913)

           Total shareholders' equity (deficit) 140,413,191        (50,840,346)

           Total liabilities and                                               
             shareholders' equity (deficit)    $159,908,529       $122,000,391 

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

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                   JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES            
                       CONSOLIDATED STATEMENTS OF OPERATIONS              
                for the years ended December 31, 1993, 1992 and 1991      



                                    1993           1992          1991     

                                                                          

Broadcast revenue              $100,745,089   $ 79,256,543   $ 72,444,278 
     Less agency commissions     10,812,889      8,750,584      8,206,526 

          Net revenue            89,932,200     70,505,959     64,237,752 

Broadcast operating expenses     69,520,397     55,782,048     48,206,072 
Depreciation and amortization    10,222,844      6,399,093      7,287,879 
Corporate general and                                                     
   administrative expenses        3,563,800      2,926,075      2,681,672 
Reduction in carrying value                                               
   of assets to net realizable                                            
   value                                         8,600,000                

        Operating income (loss)   6,625,159     (3,201,257)     6,062,129 

Interest expense                 (2,734,677)   (13,701,483)   (16,774,570)
Interest income                     258,857        258,165        548,336 
Gain on sale of radio stations                                 13,013,527 
Interest rate protection                                                  
  agreement termination                                                   
  expense                                       (7,082,263)               
Other income (expense), net         (10,895)        25,492       (301,897)

       Income (loss) before                                               
         income taxes and                                                 
         extraordinary item       4,138,444    (23,701,346)     2,547,525 
       Income tax expense        (2,700,000)                   (2,912,000)

       Income (loss) before                                               
         extraordinary item       1,438,444    (23,701,346)      (364,475)
Extraordinary item                                              1,832,000 
        Net income (loss)         1,438,444    (23,701,346)     1,467,525 

Preferred stock dividends                         (526,048)      (525,932)

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

         Amount applicable to                                             
           income (loss) per                                              
           common share        $  1,438,444   $(23,457,310)  $    941,593 

Income (loss) per common share:                                           
   Before extraordinary item      $  0.10        $(61.50)        $(2.19)  
   Extraordinary item                                              4.51   

         Net income (loss) per                                            
           common share           $  0.10        $(61.50)       $  2.32   

Number of common shares used                                              
   in per share calculation      14,504,527       381,430        405,927  

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

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                      JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES             
                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)   
                    for the years ended December 31, 1993, 1992 and 1991      



                        Common Stock               Preferred Stock            
                     Shares  Stated Value      Shares        Par Value        
----------------------------------------------------------------------------- 
                                                                              
Balances,                                                                     
 December 31,                                                                 
 1990                386,370     $ 38,637       685,191        $ 68,519       
Decrease in                                                                   
 redemption value                                                             
 of redeemable                                                                
 common stock                                                                 
 warrants                                                                     
Purchase of                                                                   
 treasury stock,                                                              
 previously                                                                   
 classified as                                                                
 redeemable                                                                   
 common stock         41,560        4,156                                     
Other treasury                                                                
 stock                                                                        
 transactions                                                                 
Conversion of                                                                 
 preferred stock          85            9        (2,010)           (201)      
Preferred stock                                                               
 dividend                                                                     
Net income                                                                    
------------------------------------------------------------------------------
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      

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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      
==============================================================================

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

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                              Additional                Common                
                            Paid-In Capital              Stock                
                         Common      Preferred         Warrants               
------------------------------------------------------------------------------
                                                                              
Balances,                                                                     
 December 31,                                                                 
 1990                 $11,788,956       $ 6,339,111   $1,085,199              
Decrease in                                                                   
 redemption value                                                             
 of redeemable                                                                
 common stock                                                                 
 warrants                 451,060                                             
Purchase of                                                                   
 treasury stock,                                                              
 previously                                                                   
 classified as                                                                
 redeemable                                                                   
 common stock           6,274,644                                             
Other treasury                                                                
 stock                                                                        
 transactions                                                                 
Conversion of                                                                 
 preferred stock           23,394           (23,202)                          
Preferred stock                                                               
 dividend                                  (525,932)                          
Net income                                                                    
------------------------------------------------------------------------------
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              

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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              
==============================================================================

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                     Retained                                                 
                     Earnings           Treasury Stock                        
                     (Deficit)        Shares        Amount         Total      
------------------------------------------------------------------------------
                                                                              
Balances,                                                                     
 December 31,                                                                 
 1990              $(47,446,998)        4,997     $ (647,713)  $(28,774,289)  
Decrease in                                                                   
 redemption value                                                             
 of redeemable                                                                
 common stock                                                                 
 warrants                                                           451,060   
Purchase of                                                                   
 treasury stock,                                                              
 previously                                                                   
 classified as                                                                
 redeemable                                                                   
 common stock                          41,560     (6,278,800)                 
Other treasury                                                                
 stock                                                                        
 transactions                              29         (1,400)         (1,400) 
Conversion of                                                                 
 preferred stock                                                              
Preferred stock                                                               
 dividend                                                           (525,932) 
Net income            1,467,525                                    1,467,525  
----------------------------------------------------------------------------- 
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)

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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 
  Refinancing                                                      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 
==============================================================================

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                        JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES              
                           CONSOLIDATED STATEMENTS OF CASH FLOWS                 
                   for the years ended December 31, 1993, 1992 and 1991          


                                           1993          1992           1991     

                                                                                 
Cash flows from operating activities:                                            
  Net income (loss)                     $ 1,438,444   $(23,701,346) $  1,467,525 
  Adjustments to reconcile net income                                            
    (loss) to net cash provided (used)                                           
    by operating activities:                                                     
      Depreciation                        2,258,818     3,091,854      3,153,548 
      Amortization of intangible assets   7,840,064     3,175,995      4,003,087 
      Non-cash interest expense                         2,600,223      1,880,228 
      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                957,749       741,926      1,153,034 
      Refinancing fees                   (2,455,770)                             
      Increase in deferred tax liability  1,400,000                              
      Gain on sale of properties             (7,502)                 (13,013,527)
      Other                                (131,418)     (169,492)      (244,342)
      Change in current assets and                                               
        current liabilities net of                                               
        effects of acquisitions                                                  
        and disposals:                                                           
          (Increase) decrease in                                                 
            accounts receivable          (5,677,825)   (2,692,159)       621,009 
          (Increase) decrease in                                                 
            other current assets          1,487,404    (3,277,830)     1,526,927 
          Increase (decrease) in                                                 
            accounts payable               (268,903)      966,739     (1,196,189)
          Increase (decrease) in accrued                                         
            payroll, accrued interest                                            
            and other current                                                    
            liabilities                   2,119,153    10,341,295     (3,771,658)

  Net cash provided (used) by                                                    
    operating activities                  8,960,214     6,759,468     (4,420,358)

                                        (Continued)                              

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


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                       JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES              
                           CONSOLIDATED STATEMENTS OF CASH FLOWS                
                   for the years ended December 31, 1993, 1992 and 1991         
                                        (Continued)                             



                                           1993           1992          1991    

                                                                                
Cash flows from investing activities:                                           
  Return of escrow deposit                                          $ 1,800,000 
  Net proceeds from sale of properties                               25,372,659 
  Capital expenditures                   $(1,495,317) $  (915,270)   (1,181,047)
  Investment in baseball franchise                     (1,000,000)              
  Cash paid for acquisitions              (3,871,910)                           
  Other                                     (160,158)     192,870       204,225 
  Net cash provided (used) by                                                   
    investing activities                  (5,527,385)  (1,722,400)   26,195,837 

Cash flows from financing activities:                                           
  Proceeds from issuance of long-term                                           
    debt                                  48,000,000                  9,391,847 
  Proceeds from issuance of common stock  88,301,704                            
  Reduction in long-term debt           (118,484,583)     (25,126)  (25,041,458)
  Purchase of treasury stock                                         (6,280,200)
  Payment of restructuring expenses       (5,061,925)                  (396,626)

  Net cash provided (used) by                                                   
    financing activities                  12,755,196      (25,126)  (22,326,437)

Net increase (decrease) in cash                                                 
  and cash equivalents                    16,188,025    5,011,942      (550,958)
Cash and cash equivalents at                                                    
  beginning of year                       12,429,574    4,145,441     4,696,399 

Cash and cash equivalents at                                                    
  end of year                           $ 28,617,599  $ 9,157,383   $ 4,145,441 

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

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

1.    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;      

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      (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.                                      

See Note 10 for a summary of the terms of the New Common Stock and the New      
Preferred Stock.                                                                

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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:                                                                 

                                                        [Enlarge/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 (see Note 8); (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.                                                 

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2.    BASIS OF PRESENTATION                                                     

The Company implementated the Restructuring described in Note       
1 using the push-down method of accounting as if the                
Restructuring was 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.                                                    

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                                                        [Enlarge/Download Table]
<CAPTION)                                                                                  
                                                            ($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) 


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                                                  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


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

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                         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                                      


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                          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)


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The effect of the Restructuring discussed above and the March                   
11, 1993 Refinancing together with the Zell/Chilmark private                    
placement (see Note 8) 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 


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                                             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)                      

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(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)                         

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(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:                           

8,272,276 Common Shares                                             
at $5.74 per share                   $ 47,483,000               
629,117 new common stock Warrants                                     
at $0.20 per Warrant                      126,000               
New debt obligations                     62,345,000                 
Assumption of certain current                                       
liabilities                            14,918,000               
Assumption of other liabilities           6,130,000                 
                      $131,002,000

Current assets                         $ 33,146,000                 
Property and equipment                   19,845,000                 
Intangible assets (primarily                                        
goodwill)                              76,577,000               
Notes receivable and other assets         1,434,000                 
                    $131,002,000

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3. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS                              

Description of Business                                                   

The Company owns and operates radio stations throughout the               
United States.  The Company also owns a company engaged in the            
development and operation of a cable television system.  The              
Company implemented a plan in 1990 to divest its non-radio                
station assets.  See Note 5 regarding the pending sale of the             
Company's cable television business.                                      

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 $100,000, $384,000                 
and $1,198,000 were paid during 1993, 1992 and 1991,                      
respectively.  Interest paid was $3,107,000, $2,136,000 and               
$15,350,000 during 1993, 1992, and 1991, respectively.  The               
effect of barter transactions has been eliminated (see Note               
16).                                                                      

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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 ($20,000,000 at December 31,               
1993) 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                1 to 25 Years                  

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Per Share Data                                                            

Income per share for the year ended December 31, 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 years ended December 31, 1992 and 1991             
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 common 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 were not included in             
the computations.  Such warrants were dilutive in 1991 and                
therefore the common shares issuable upon conversion were                 
included in the 1991 computation.                                         

Interest Rate Swap Agreement                                              

From July 1990 through its termination in February 1992, the              
Company used an interest rate swap to hedge a portion of its              
variable rate borrowings against increases in interest rates.             
The interest differential to be paid or received was accrued              
and recognized currently as a component of interest                       
expense.  See Note 8 regarding termination of the interest                
rate swap agreement.                                                      

Interest Rate Protection Agreement                                        

In March 1993, the Company entered into an interest rate                  
protection agreement which provides protection against an                 
increase in the three-month LIBOR interest rate beyond a level            
of 7.25%.  The cost of this agreement is being amortized                  
over the term of the agreement as a component of interest                 
expense.                                                                  

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4. ACQUISITIONS                                                                 

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

In July 1993, the Company completed the acquisition of radio              
station KAZY(FM) in Denver, Colorado from Zell/Chilmark under             
a contract dated December 1992.  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.  As discussed in Note 10, 964,006 shares               
were issued to complete this acquisition.                                 

In October 1993, the Company entered into an agreement to                 
acquire the FCC license and certain transmitter facilities of             
radio station KTLK(AM) (formerly KRZN in Denver, Colorado) for            
$1,600,000 cash.  The asset purchase is subject to certain                
conditions, including the receipt of FCC approval.  Pending               
the purchase of the assets, the Company entered into a Local              
Marketing Agreement with respect to radio station KTLK(AM).               

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5. DISPOSITIONS                                                                 

In January 1991, the Company sold substantially all of the                
assets of radio stations WMJI, located in Cleveland, Ohio, and            
WYHY, located in Nashville, Tennessee, for a total cash                   
consideration of $29,750,000.  Certain assets of these radio              
stations (principally cash and accounts receivable) were                  
retained by the Company.  The Company used the net proceeds               
from this sale (a) to retire $18,023,294 of its outstanding               
senior debt, (b) to repurchase 981,061 shares of its common               
stock held by its former president for $6,278,800  and (c) to             
reserve $1,080,000  (subject to the release by its senior                 
lenders) for the future payment of income taxes resulting from            
the sale of these two radio stations.  This sale resulted in a            
pre-tax gain of approximately $13,000,000.                                

In December 1993, the Company entered into an agreement to                
sell the business and substantially all the assets of its                 
wholly-owned subsidiary, Telesat Cable TV, Inc.  The Company              
will receive approximately $2,000,000 in cash for this sale.              
The sale is subject to the receipt of consents from regulatory            
authorities and certain other conditions.                                 

6. PROPERTY AND EQUIPMENT                                                       

Property and equipment at December 31, 1993 and 1992 consist              
of the following:                                                         
                  1993                1992

Land and land                                                       
improvements             $ 1,920,388         $ 3,017,834        

Buildings                    1,838,571           2,000,150          

Equipment                   17,357,880          25,093,176          

Furniture and fixtures       2,278,263           2,826,473          

Leasehold improvements       1,932,925           2,420,176          
                  25,328,027          35,357,809
Less accumulated                                              
depreciation           ( 2,255,140)        (14,495,519)     

                 $23,072,887         $20,862,290

The 1993 decrease in the cost and accumulated depreciation for            
property and equipment results from the implementation of the             
Restructuring described in Note 1 using the push-down method              
of accounting.  In accordance with the push-down method of                
accounting, the Company's property and equipment were restated            
generally at current replacement value (see Note 2).                      

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7. INTANGIBLE ASSETS                                                            

Intangible assets at December 31, 1993 and 1992 consist of the            
following:                                                                

                       1993         1992

Goodwill                        $ 73,140,129  $ 75,624,470          

Other                             19,691,296    19,552,759          
                        92,831,425    95,177,229

Less accumulated amortization     (7,840,064)  (25,139,470)         

                      $ 84,991,361  $ 70,037,759

The 1993 decrease in accumulated amortization for intangible              
assets results from the implementation of the Restructuring               
described in Note 1 using the push-down method of accounting.             
In accordance with the push-down method of accounting, the                
Company's intangible assets were restated generally at current            
replacement value (see Note 2).                                           

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8. DEBT AGREEMENTS                                                              

There is no debt outstanding at December 31, 1993.  The                   
Company's debt obligations at December 31, 1992                           
consisted of the following:                                               

                        1992

Indebtedness under the Amended                                        
and Restated Bank Credit                                          
Agreement described below             $115,685,767                

16% Subordinated Capital Notes,                                       
including deferred interest of                                    
$2,302,518                               7,303,543                

14.5% Subordinated Notes, including                                   
deferred interest of $1,708,359          6,967,846                

13% Subordinated Capital Notes,                                       
net of unamortized discount                                       
of $75,585 (effective                                             
interest rate of 16.3%)                  2,924,415                

16.5% Deferred Interest Notes                                         
described below                             507,500               

Non-compete agreement                      1,875,000                  

8.5% Subordinated Note due in                                         
January 1993 (effective interest                                  
rate of 11.5%)                           4,000,000                

Other                                      1,277,877                  
                       140,541,948

Less debt callable by senior lenders    (115,685,767)                 

Less current maturities                  (22,785,511)                 

Long-term debt                          $  2,070,670                  

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Following completion of the Restructuring in January 1993 (see                  
Note 1), the Company refinanced its senior debt in March 1993                   
(the "Refinancing") with a new group of lenders under a new                     
credit facility described below.  With the completion of the                    
Refinancing, the Company's senior debt was reduced from                         
$69,000,000 to $45,000,000.                                                     

As part of this Refinancing, the Company raised $20,000,000 of                  
additional equity from the issuance of 3,484,321 shares of Common               
Stock at $5.74 per share through a private placement to                         
Zell/Chilmark.  This $20,000,000, together with available cash,                 
funded the reduction of the Company's senior debt.                              

With the Refinancing, the Company entered into a new Credit                     
Agreement (the "New Credit Agreement") in March 1993 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.  In               
November 1993 the Company entered into the First Amendment to the               
New Credit Agreement (the "Amended Credit Agreement").  The                     
Amended Credit Agreement provides for a senior secured reducing                 
revolving credit facility with a commitment of $45,000,000 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 Amended Credit Agreement.  The                      
indebtedness of the Company under the two facilities is                         
collateralized by liens on substantially all of the assets of the               
Company and its operating subsidiaries and by a pledge of the                   
operating subsidiaries' stock, and is guaranteed by those                       
subsidiaries.  The Amended Credit Agreement requires quarterly                  
reductions of the Revolver commitments under the Amended Credit                 
Agreement, and, under certain circumstances, requires mandatory                 
prepayments of any outstanding loans and further commitment                     
reductions under the Amended Credit Agreement.  The Amended                     
Credit Agreement contains restrictions pertaining to maintenance                
of financial ratios, capital expenditures, payment of dividends                 
on distributions of capital stock and incurrence of additional                  
indebtedness.                                                                   

Interest under the Amended 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 1/2% 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.                             

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In accordance with the terms of the New 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 3.38%.                               

At December 31, 1992, the Company was in default under its                      
Amended and Restated Bank Credit Agreement (the "Old Credit                     
Agreement") because of non-compliance with certain covenants,                   
non-payment of interest, and non-payment of obligations on                      
certain subordinated debt.  At December 31, 1992, the amount                    
outstanding under the Old Credit Agreement was $115,685,767.                    

During 1991, the Company began negotiations with all of the banks               
to which it was indebted under its Old Credit Agreement to                      
restructure all of the Company's senior and subordinated debt and               
certain other obligations.  These discussions led to the                        
Restructuring discussed above and described in Note 1.                          

All of the aforementioned debt that was outstanding at December                 
31, 1992 was restructured in connection with the Restructuring                  
discussed in Note 1 and subsequently refinanced.                                

The December 31, 1992 balance of $1,875,000 shown as due the                    
Company's former president under his non-compete agreement with                 
the Company was paid in full in January 1993.                                   

In June 1989, the Company entered into an interest rate                         
protection agreement (the "Swap Agreement") with The First                      
National Bank of Chicago (the "Bank").  On February 3, 1992, the                
Bank notified the Company of its election to terminate the Swap                 
Agreement.  In connection therewith, the Bank assessed the                      
Company a termination settlement amount, which the Bank                         
determined to be $7,082,263.  This amount is reflected as an                    
expense in the 1992 consolidated financial statements and was                   
included as part of the settlement reached with the Company's                   
senior creditors in the Restructuring (see Note 1).                             

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9.    OLD COMMON STOCK WARRANTS                                                 

The Company's 13% Subordinated Capital Notes contained              
detachable warrants to purchase common stock of the Company.        

The warrants were initially recorded at their appraised             
value of $1.40 each.  The difference between the carrying           
value of the warrants and the Company's estimate of the             
redemption value after December 31, 1990 and before the             
earliest put date (August 1992), including changes in               
interim periods, was recorded as a decrease or increase in          
paid-in capital over the period from date of determination          
to the earliest put date.  Paid-in capital was increased            
$770,084 and $451,060 in 1992 and 1991, respectively, as a          
result of the decline in the Company's estimate of the              
redemption value during such periods.  The $487,000 carrying        
value of the warrants equaled the Company's estimated               
redemption value at December 31, 1992.  Any change in               
estimated redemption value adjusted the earnings or loss            
applicable to common shares, if dilutive, for purposes of           
computing income or loss per common share.  These warrants          
were canceled as part of the settlement reached with the            
Company's subordinated creditors in the Company's                   
Restructuring (see Note 1).                                         

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10.   CAPITAL STOCK                                                             

Authorized and Issued Shares                                        

New Common Stock and New Preferred Stock                            

As a result of the Company's Restructuring, the Company's           
Amended and Restated Articles of Incorporation were amended         
to increase the authorized capital shares of the Company to         
44,000,000 shares, divided into three classes.  The first           
class consists of 40,000,000 shares of New Common Stock,            
without par value.  The second class consists of 2,000,000          
shares of New Class A Preferred Stock, without par value.           
The third class consists of 2,000,000 shares of New Class B         
Preferred Stock, without par value.                                 

The following is a summary of the terms of the New Common           
Stock and the New Preferred Stock.                                  

New Common Stock                                                    

The holders of Common Stock have no preemptive rights, and          
the Common Stock has no redemption, sinking fund, or                
conversion privileges.  The holders of Common Stock are             
entitled to one vote for each share held on any matter              
submitted to the shareholders and, upon timely written              
request, may cumulate their votes in the election of                
directors.  Approximately 3,500,000 shares of Common Stock          
at December 31, 1993 were reserved for the exercise of              
common stock purchase warrants and the exercise of stock            
options.                                                            

New Preferred Stock                                                 

The New Class A Preferred Stock and the New Class B                 
Preferred Stock were created as new classes of the Company's        
capital stock, with 2,000,000 shares authorized for each            
such class.  The New Class A Preferred Stock has full voting        
rights.  The New Class B Preferred Stock has no voting              
rights except as otherwise provided by law or as lawfully           
fixed by the Board of Directors with respect to a particular        
series.  No shares of New Preferred Stock have been issued.         

Shareholder Rights Plan                                             

On December 31, 1990, the Company's Board of Directors              
established a Shareholder Rights Plan and declared a                
dividend  of one preferred share purchase right (a "Right")         
for each outstanding share of common stock, which was               
distributed January 14, 1991 to shareholders of record on           
such date.  Once exercisable, each Right entitled the holder        
to buy 1/100 of a share of the Class B Junior Preferred             
Stock for $8.00.  The Rights had no voting power.  As a             
condition to the Company's Restructuring (see Note 1),              
Jacor's Board of Directors redeemed these rights on January         
8, 1993.  The redemption price of these rights was $0.001           
per right.                                                          

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Preferred Stock                                                     

In February 1988, the Company issued 727,273 shares of Class        
A 7% cumulative convertible preferred stock ("Eastman               
Preferred") to consummate the acquisition of Eastman Radio,         
Inc.  At December 31, 1992, the Company had not paid the            
quarterly dividend payments due in April, July and                  
October, 1991 and January, April, July and October, 1992.           

The Eastman Preferred shares were exchanged for either cash         
or New Common Stock and Warrants as part of the settlement          
reached with the Company's Eastman Preferred shareholders in        
the Company's Restructuring (see Note 1).  Additionally, the        
liability accrued by the Company for the quarterly dividend         
payments discussed above was eliminated.                            

Republic Broadcasting Corporation Warrants                          

In connection with the 1986 acquisition of Republic                 
Broadcasting Corporation ("RBC"), the Company issued to the         
three RBC operating principals, now employed by the Company         
in senior management capacities, warrants to purchase 34,481        
shares of the Company's common stock.  The appraised value          
of the warrants, $895,800, was credited to common stock             
warrants within shareholders' deficit.  The warrants had            
an expiration date of May 14, 1997.  These warrants were            
canceled as part of the Company's Restructuring.                    

New Warrants                                                        

Under the Restructuring, 2,014,233 Warrants to purchase             
2,014,233 shares of Common Stock were issued and recorded at        
their estimated fair value of $0.20 per Warrant.  During the        
year ended December 31, 1993, 18,539 Warrants were                  
exercised.                                                          

The Warrants are registered Warrants issued under the               
Warrant Agreement between the Company and Society National          
Bank, as Warrant Agent.  Each Warrant entitles the holder to        
purchase one share of Common Stock at the price of $8.30 per        
share by surrendering to the Warrant Agent the Warrant              
together with the purchase price for the shares of Common           
Stock being purchased.  Except as provided below, the               
Warrants may be exercised, in whole or in part (but unless          
the Warrants are being exercised in full, only for whole            
shares of Common Stock), at any time prior to January 14,           
2000, at which time the Warrants expire.  The Warrants do           
not confer upon the holder any voting or preemptive rights,         
or any other rights of a shareholder of the Company.                

The Warrant exercise price and the number of shares of              
Common Stock issuable upon exercise are subject to                  
adjustment in the event of a dividend or other distribution         
of Common Stock or securities convertible into or                   
exchangeable for Common Stock (which shall not include              
options, warrants or other rights to purchase securities)           
on, or a subdivision or combination of, the Common Stock.           

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Generally, in the event of any reclassification, capital              
reorganization or other similar change of outstanding shares        
of Common Stock or substitution of other securities of the          
Company for the Common Stock or in case of any consolidation        
or merger of the Company with or into another corporation           
the Company shall provide a holder of Warrants the right,           
by exercising the Warrants, to purchase the kind and amount         
of shares of stock and other securities and property which          
are receivable upon such event.                                     

Notwithstanding the foregoing, upon the happening of any            
sale event (as defined in the warrant), the Warrants may,           
at the sole discretion of the Company, automatically be             
converted into the right to receive the fair market value           
of the Warrants, whereupon the Warrants will cease to be            
exercisable for shares of Common Stock.                             

A sale event occurred as a result of the issuance of                
additional Common Stock pursuant to a public offering during        
the fourth quarter of 1993.  The Company chose not to               
convert the Warrants into the right to receive the fair             
market value and all Warrants remained outstanding in               
accordance with their terms.  Notwithstanding this                  
determination, upon the occurrence of any other sale event          
the Company may elect to convert the Warrants.                      

Restricted Stock Agreements                                         

In June 1993, the Company entered into restricted stock             
agreements with certain members of the Company's Board of           
Directors for the purchase of 80,000 shares of the Company's        
Common Stock.  The shares were purchased at a price of $5.74        
per share and remain restricted until the first anniversary         
of the Directors' appointment as a member of the Board of           
Directors of the Company.                                           

Rights Offering                                                     

In June 1993, the Company sold pursuant to a rights offering        
(the "1993 Rights Offering") 345,476 shares of its Common           
Stock at a price of $5.74 per share.  Net proceeds to the           
Company from this offering were approximately $1,738,000.           

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Issuance of Additional Common Stock                                 

In July 1993, the Company issued 964,006 shares of Common           
Stock to Zell/Chilmark for the purchase of radio station            
KAZY(FM) in Denver, Colorado (see Note 4).                          

During the fourth quarter of 1993, the Company issued               
pursuant to a public offering, 5,462,500 shares of its              
Common Stock at a price of $12.00 per share.  Net proceeds          
to the Company from this offering were approximately                
$60,000,000.  Such net proceeds will be used to finance             
acquisitions of radio groups and/or radio stations and for          
general corporate purposes.  Pending this application of the        
net proceeds, the Company used the net proceeds to repay all        
of its indebtedness (approximately $39,147,000) with the            
remaining net proceeds available for general corporate              
purposes.                                                           

Old Common Stock and Old Preferred Stock                            

Prior to the January, 1993 Restructuring, authorized Class A        
non-voting preferred stock was  1,000,000 shares of $0.10           
par value each.  Of this amount, 272,727 shares were                
undesignated and 727,273 shares were designated as a series         
of Class A 7% Cumulative Convertible Preferred Stock.               

Prior to the January, 1993 Restructuring, authorized Class B        
voting preferred stock was 1,000,000 shares of $0.10 par            
value each.  Of this amount, 800,000 shares were                    
undesignated and 200,000 shares were designated as a series         
of Class B Junior Preferred Stock.  There were no shares of         
Class B preferred stock outstanding at December 31, 1992 and        
1991.                                                               

Prior to the January, 1993 Restructuring, the Company's             
Directors had the authority to increase the authorized Class        
A and Class B preferred stock up to an aggregate of                 
5,000,000 shares for each class.                                    

Prior to the January, 1993 Restructuring, authorized common         
stock was 20,000,000 shares.  The Company's Directors had           
the authority to increase the authorized shares of common           
stock up to 25,000,000 shares.                                      

11.   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.                                                      

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12.   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 $6.5 million.        

Income tax expense for the years ended December 31, 1993 and        
1991 is summarized as follows.  (There was no income tax            
expense for the year ended December 31, 1992):                      

                 Federal      State        Total
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

1991:                                                               
Current               $  280,000   $ 800,000   $1,080,000       
Charge equivalent to                                            
amount of utilized                                            
loss carryforwards    1,460,000     372,000    1,832,000      
               $1,740,000  $1,172,000   $2,912,000

The income tax benefit resulting from the utilization of the        
net operating loss carryforwards is included as an                  
extraordinary item in the accompanying 1991 Consolidated            
Statement of Operations.                                            

The provisions for income tax differ from the amount                
computed by applying the statutory federal income tax rate          
due to the following:                                               
                1993        1992        1991
Federal income taxes                                                            
at a tax rate of 34%       $ 1,407,071  $(8,058,458) $ 866,159              
Difference between book and                                                     
tax gain on assets sold                                 89,594              
Amortization not deductible      404,660    3,635,143    742,861                
State income taxes, net of any                                                  
current federal income tax                                                  
benefit                        330,000                 900,000              
Net operating loss carried                                                      
forward to future years                   4,028,554                         
Other                            558,269      394,761    313,386                
             $ 2,700,000   $     0    $2,912,000

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As of December 31, 1993, the Company reported a net deferred        
tax liability of $7,900,000 and for the year then ended a           
deferred tax provision of $1,400,000.  The tax effects of           
the significant temporary differences which comprise the            
deferred tax liability at December 31, 1993 are as follows:         

Property and equipment              $ 11,172,498        
Intangibles                           (1,445,854)       
Accrued expenses                        (740,790)       
Reserve for pending sale                                
of assets                           (1,458,396)     
Other                                    372,542        
    Net Liability           $  7,900,000

Tax net operating loss carryforwards expiring after 2000            
approximate $23,654,000 at December 31, 1993 (including             
approximately $23,000,000 of tax loss carryforwards as of           
the effective date of the Restructuring for tax purposes).          
Additionally, for income tax purposes the Company has               
alternative minimum tax loss carryforwards of approximately         
$14,500,000 and alternative minimum tax credit carryforwards        
of $62,000 at December 31, 1993.  The Company has additional        
net operating loss carryforwards for tax purposes of                
approximately $6,307,000 expiring after 1999 related to             
certain acquisitions.  To the extent that the Company               
realizes the tax benefits in future years from those net            
operating loss carryforwards which existed at the time of           
the Restructuring, intangible assets will be reduced.  See          
restrictions on the utilization of pre-Restructuring tax            
loss carryforwards set forth in the last paragraph on this          
page.                                                               

As a result of the Company's financial difficulties prior to        
the Restructuring, it is anticipated that no tax liability          
will result from the approximately $40,000,000 of                   
cancellation of indebtedness income that will be realized           
for tax purposes under the Restructuring (see Note 1).              
However, except to the extent the Company is permitted to           
avoid recognition of any such income by application of the          
stock-for-debt exception provided under Section 108 of the          
Internal Revenue Code of 1986, as amended, net operating            
losses, net operating loss carryforwards, and other tax             
attributes (including the tax bases in assets) will be              
reduced or eliminated.                                              

Further, the Company's future use of any net operating loss         
carryforwards which survive the Restructuring will be               
limited as a consequence of the ownership change under the          
Restructuring.  As a result, it is anticipated that the             
Company will be permitted to utilize only a small fraction          
of the pre-restructuring net operating loss carryforwards           
(discussed above) to offset future taxable income.                  
Accordingly, at December 31, 1993, the Company has not              
recognized any tax loss carryforwards for financial                 
reporting purposes.                                                 

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13.   RELATED PARTY TRANSACTIONS                                                

In February 1991, the Company sold the stock of its research        
subsidiary, Critical Mass Media, Inc. ("CMM"), to Randy             
Michaels, a then officer who has since become the current           
president of the Company, resulting in a loss of $66,000.           
During 1993, 1992 and 1991, the Company incurred charges of         
approximately $591,000, $632,000 and $664,000, respectively,        
for research performed by such company.  The rates paid for         
such services are comparable to those rates charged the             
Company before the sale.                                            

Subsequent to December 31, 1993, the Company and Mr.                
Michaels formed a limited partnership for the purpose of            
owning all of the outstanding stock of CMM (see Note 18).           

In March 1993, a subsidiary of the Company purchased, for           
$800,000, two notes from a bank that had extended loans to          
Terry S. Jacobs, (former Chairman of the Board, President           
and Chief Executive Officer of the Company - see following          
paragraph), and to Mr. Jacobs' family partnership.  The             
loans had unpaid balances of approximately $2,350,000.  Mr.         
Jacobs, on behalf of his family partnership, executed a new         
note in the amount of $800,000 payable to the Company's             
subsidiary.  The balance of the prior indebtedness was              
canceled.  The note, which is personally guaranteed by Mr.          
Jacobs, is due in five years with interim installments of           
principal payable quarterly.  The note was amended in July,         
1993 to bear interest at 7% and is collateralized by a              
pledge of substantially all of the stock and warrants in the        
Company owned by Mr. Jacobs and his family partnership.             
Based upon the fact that the note is collateralized by a            
pledge of the Company's securities and because these                
securities constituted a substantial portion of Mr. Jacobs'         
assets, the Company recorded an allowance for loss on the           
full amount of the note.  Such transaction was accounted for        
as part of the Restructuring.  Such allowance for loss will         
be reduced as payments on the note, if any, are made.               

In June 1993, Mr. Jacobs resigned as Chairman, President and        
Chief Executive Officer of the Company.  In November 1993,          
Mr. Jacobs resigned as a director due to potential conflicts        
of interest resulting from Mr. Jacobs' new business venture.        
Mr. Jacobs continues to serve the Company under a four-year         
consulting agreement.  The consulting agreement provides            
that (i) Mr. Jacobs will receive for his services $64,000 in        
1993; $247,250 in 1994; $233,250 in 1995; $219,250 in 1996          
and $155,250 in 1997 and will apply any payments he receives        
to any balance due under the aforementioned note and (ii)           
Mr. Jacobs will receive in lieu of his former employment            
agreement $207,292 in 1993 and $93,750 in 1994.                     

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14.  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 100%          
of 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              
outstanding options will be adjusted to reflect stock               
splits, stock dividends, etc. (anti-dilutive provisions).           
The plan will terminate no later than February 7, 2003.             
Information pertaining to the plan for the year ended               
December 31, 1993 is as follows:                                    

                                                                [Download Table]


                                    Number of      Option Price
                                      Shares         Per Share 
                                                               
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                  


The options vest 30% per year for the first two years after         
issuance and 20% per year for each of the next two years            
thereafter.  The exercise price of the options that vested          
upon grant is $5.74 per share, and the options that                 
subsequently vest on each anniversary of the grant date have        
an exercise price 4% greater than the options that vested in        
the previous year.  Once an option vests, the exercise price        
for that option is fixed for the remaining term of the              
option.                                                             

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1989 Stock Option Plan                                              

Under the Company's 1989 stock option plan, options to              
acquire up to 33,890 shares of common stock could be granted        
to officers and key employees at no less than 100% of the           
fair market value of the underlying stock on the date of the        
grant.  The outstanding options will be adjusted to reflect         
stock splits, stock dividends, etc. (anti-dilutive                  
provisions).  The plan will terminate in March 1999.                
Information pertaining to the plan for the years ended              
December 31, 1993, 1992 and 1991 is as follows:                     

                                                                [Download Table]

                                     Number of     Option Price  
                                      Shares        Per Share    
                                                                 
                  1993:                                          
Outstanding at beginning of year      10,590     $32.58 - $132.90
Granted                                    0                     
Exercised                                  0                     
Canceled                             (10,590)    $32.58 - $132.90
Outstanding at end of year                 0                     
Exercisable at end of year                 0                     
Available for grant at end of year    33,890                     

                  1992:                                          
Outstanding at beginning of year      10,590     $32.58 - $132.90
Granted                                    0                     
Exercised                                  0                     
Expired                                    0                     
Outstanding at end of year            10,590     $32.58 - $132.90
Exercisable at end of year            10,590     $32.58 - $132.90
Available for grant at end of year    23,300                     

                  1991:                                          
Outstanding at beginning of year       2,965          $132.90    
Granted                                7,625          $ 32.58    
Exercised                                  0                     
Expired                                    0                     
Outstanding at end of year            10,590     $32.58 - $132.90
Exercisable at end of year            10,590     $32.58 - $132.90
Available for grant at end of year    23,300                     


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1982 Incentive Stock Option Plan                                    

Under the Company's 1982 incentive stock option plan,               
options to acquire up to 21,180 shares of common stock could        
be granted to officers and key employees at no less than            
100% of the fair market value of the underlying stock on the        
date of the grant.  Options granted under the plan generally        
have a maximum term of five years and are generally                 
exercisable immediately.  The outstanding options will be           
adjusted to reflect stock splits, stock dividends, etc.             
(anti-dilutive provisions).  As part of the Restructuring,          
the options outstanding at December 31, 1992 were canceled.         
Since the plan expired in March 1992 no new grants can be           
made under this plan.                                               

Information pertaining to the plan for the years ended              
December 31, 1992 and 1991 is as follows:                           

                                                                [Download Table]

                                    Number of      Option Price  
                                     Shares         Per Share    

                                                                 
                  1992:                                          
Outstanding at beginning of year      18,194    $ 32.58 - $ 35.65
Granted or reissued                        0                     
Exercised                                  0                     
Surrendered                                0                     
Expired                                    0                     
Outstanding at end of year            18,194    $ 32.58 - $ 35.65
Exercisable at end of year            18,194    $ 32.58 - $ 35.65
Available for grant at end of year         0                     

                  1991:                                          
Outstanding at beginning of year      12,666    $ 47.21 - $168.78
Granted or reissued                   18,194    $ 32.58 - $ 35.65
Exercised                                  0                     
Surrendered                          (10,548)   $ 47.21 - $160.76
Expired                               (2,118)   $153.44 - $168.78
Outstanding at end of year            18,194    $ 32.58 - $ 35.65
Exercisable at end of year            18,194    $ 32.58 - $ 35.65
Available for grant at end of year         0                     


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Directors' Stock Options                                            

In May 1993, the Company granted nonqualified stock options         
to purchase up to 40,000 shares of the Company's common             
stock to certain members of the Company's Board of Directors        
at a minimum exercise price of $5.74 per share, which price         
was the per share purchase price of common stock in the June        
1993 rights offering.  These options have the same exercise         
prices and vesting schedules as the options issued pursuant         
to the 1993 Stock Option Plan.                                      

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15.  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, 1993 are payable as             
follows:                                                            

1994               $ 2,611,000    
1995                 2,232,000    
1996                 2,181,000    
1997                 2,080,000    
1998                 1,760,000    
Thereafter           2,876,000    
               $13,740,000

Rental expense was approximately $2,991,000, $2,379,000 and         
$2,229,000 for the years ended December 31, 1993, 1992 and          
1991, 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.                               

16.   BARTER TRANSACTIONS                                                       

Barter revenue was approximately $5,061,000, $3,905,000 and         
$3,608,000 in 1993, 1992 and 1991, respectively.  Barter            
expense was approximately $4,941,000, $3,572,000 and                
$3,232,000 in 1993, 1992 and 1991, respectively.                    

Included in accounts receivable and accounts payable in the         
accompanying consolidated balance sheets for 1993 and 1992          
are barter accounts receivable (merchandise or services due         
the Company) of approximately $1,040,000 and $1,112,000,            
respectively, and barter accounts payable (air time due             
supplier of merchandise or service) of approximately                
$874,000 and $784,000, respectively.                                

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17.   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 up to 1 1/2% of such                 
employee's annual compensation.  Total expense related to           
this plan was $237,875, $228,851 and $173,308 in 1993, 1992         
and 1991, respectively.                                             

18.   SUBSEQUENT EVENTS                                                         

Formation of Partnership                                            

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        
CMM stock and Mr. Michaels' corporation owns a 95% limited          
partnership interest in the Partnership.  The Company's             
subsidiary obtained a 5% general partnership interest in            
exchange for its contribution of approximately $126,000 cash        
to the Partnership.  The Company initiated this transaction         
primarily to allow Mr. Michaels to focus his full time and          
energy to the Company and its business and the Company's            
subsidiary is now the sole manager of the Partnership's             
business.                                                           

In connection with the formation of the Partnership, the            
Company agreed that Mr. Michaels' corporation has the right         
between January 1, 1999 and January 1, 2000 to put its              
limited partnership interest to the Partnership's general           
partner in exchange for 300,000 shares of Common Stock.  If         
the put is not exercised by January 1, 2000, the general            
partner has the right to call the limited partnership               
interest prior to 2001 in exchange for 300,000 shares of            
Common Stock.  In addition, if certain events occur prior to        
January 1, 1999 including without limitation, Mr. Michaels'         
termination as President of the general partner, a reduction        
of Mr. Michaels' annual base salary by more than 10%, or            
generally any transaction by which any person or group other        
than Zell/Chilmark shall become the owner of more than 30%          
of the outstanding voting securities of the Company or              
Zell/Chilmark fails to have its designees constitute at             
least a majority of the members of the general partner's            
Board of Directors, then Mr. Michaels' corporation will have        
the right to either (a) purchase the Company's general              
partnership interest at a price generally equal to the              
balance of the partnership capital account, or (b) sell its         
limited partnership interest to the general partner in              
exchange for 300,000 shares of Common Stock.                        

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Acquisition of Radio Station                                        

In March 1994, the Company entered into an agreement to             
acquire the assets of radio station WIMJ(FM) in Cincinnati,         
Ohio for $9,500,000.  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 commences            
April 7, 1994, and will expire on the purchase date.                

The acquisition of WIMJ(FM) is not expected to have a               
material effect on the Company's operations.                        

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Supplementary Data                                                              

Quarterly Financial Data                                                        
for the years ended December 31, 1993 and 1992 (Unaudited)                      

                                                                [Download Table]

                            First        Second        Third           Fourth   
                           Quarter       Quarter      Quarter         Quarter   

                                                                                
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  

1992                                                                            
Net revenue             $13,127,783   $18,866,015   $20,054,483     $18,457,678 
Operating income (loss)  (1,560,187)    2,594,846    (5,847,962)      1,612,046 
Net loss                (11,728,279)(2)  (936,463)   (9,177,495)(3)  (1,859,109)
Net loss per common                                                             
   share (4)              (30.11)         (2.11)       (24.06)          (5.22)  


[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.    

(2)      Includes a charge of $7,082,263 related to the termination       
of an interest rate protection agreement (see Note 8 of 
Notes to Consolidated Financial Statements).            

(3)      Includes a charge of $8,600,000 related to a reduction in        
the carrying value of certain of the Company's radio    
  properties (see Note 11 of Notes to Consolidated Financial
Statements).                                            

(4)      Adjusted to reflect the conversion of the average number of      
    shares outstanding into 0.0423618 shares of New Common Stock
   as a result of the 1993 Restructuring.  See Note 1 of Notes
to Consolidated Financial Statements.                   

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

None.                           

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 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, 1994 for the               
Annual Meeting of Shareholders presently scheduled to be held on May            
18, 1994, 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, 1994 for the Annual Meeting of Shareholders presently             
scheduled to be held on May 18, 1994, 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, 1994 for the               
Annual Meeting of Shareholders presently scheduled to be held on May            
18, 1994, 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, 1994 for the Annual Meeting of              
Shareholders presently scheduled to be held on May 18, 1994, is                 
incorporated herein by reference.                                               

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     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                 83  

Schedule V - Property and Equipment      117    

Schedule VI - Accumulated Depreciation          
of Property and Equipment              118  

Schedule VIII - Valuation and Qualifying        
Accounts and Reserves                  119  

Schedule X - Supplementary Income               
Statement Information                  120  

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 84 hereof, listing       
the exhibits included as part of this       
Report                                      

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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.           

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JACOR COMMUNICATIONS, INC, AND SUBSIDIARIES   

SIGNATURES  

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

              JACOR COMMUNICATIONS, INC.
               (The Company)

Date  March 29, 1994           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, 1994                    /s/ Randy Michaels                      
                   Randy Michaels,
                   President, Co-Chief
                    Operating Officer and Director
                   (Principal Executive Officer)

Date  March 29, 1994                  /s/ Robert L. Lawrence                    
                   Robert L. Lawrence,
                      Co-Chief Operating Officer
                    and Director

Date  March 29, 1994                   /s/ David M. Schulte                     
                     David M. Schulte,
                     Chairman and Director

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES   

SIGNATURES, Continued 

Date  March 29, 1994                   /s/ John W. Alexander                    
                    John W. Alexander,
                    Director

Date  March 29, 1994                  /s/ Rod F. Dammeyer                       
                    Rod F. Dammeyer,
                    Director

Date  March 29, 1994                    /s/ F. Philip Handy                     
                        F. Philip Handy,
                      Director

Date  March 29, 1994                      /s/ Marc Lasry                        
                         Marc Lasry,
                        Director

Date  March 29, 1994                       /s/ Samuel Zell                      
                      Samuel Zell,
                        Director

Date  March 29, 1994                  /s/ R. Christopher Weber                  
                  R. Christopher Weber
                   Senior Vice President and
                   Chief Financial Officer
                  (Principal Financial and
                   Accounting Officer)

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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 37 of                 
this Form 10-K.  In connection with our audits of such financial                
statements, we have also audited the related financial statement                
schedules listed in the index on page 79 of this Form 10-K.                     

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

COOPERS & LYBRAND                                                               
Cincinnati, Ohio                                                                
March 7, 1994                                                                   

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES   

EXHIBIT INDEX 

Exhibit     Name and Description/Location                                       

2.1        Restructuring Agreement dated as of September 30, 1992             
between the Registrant and Zell/Chilmark Fund L.P.,     
effective September 22, 1992.  Incorporated by          
reference to Exhibit 2.1 to the Current Report on Form  
8-K dated September 22, 1992.  *                        

2.2        Amended Agreement of Merger by and among the                       
Registrant, Zell/Chilmark Fund L.P. and JCI Merger      
Corporation.  Incorporated by reference to Exhibit 2.1  
to the Registration Statement on Form S-4, effective    
December 18, 1992.  *                                   

2.3        Plan of Merger among Z/C Radio Acquisition, Inc. and               
Jacor Broadcasting of Colorado, Inc. and the            
Registrant.  Incorporated by reference to Exhibit 10.1  
to the Current Report on Form 8-K dated July 21, 1993.* 

2.4        Asset Purchase Agreement (excluding exhibits and                   
schedules not deemed material) between Summit-Denver    
Broadcasting Corporation and Z/C Radio Acquisition,     
Inc. dated December 3, 1992.  Incorporated by reference 
to Exhibit 10.2 to the Current Report on Form 8-K dated 
July 21, 1993.  *                                       

2.5        Letter of Intent dated October 14, 1993 relating to the            
sale of Telesat.  Incorporated by reference to Exhibit  
2.5 to the Registration Statement on Form S-1, filed on 
October 18, 1993.  *                                    

2.6        Sale and Purchase Agreement dated October 15, 1993                 
between Jacor Broadcasting of Colorado, Inc. and        
Genesis Broadcasting, Inc. (excluding schedules and     
exhibits not deemed material).  Incorporated by         
reference to Exhibit 2.6 to the Registration Statement  
on Form S-1, filed on October 18, 1993.  *              

2.7        Asset Purchase Agreement dated December 17, 1993                   
between Jacor Cable, Inc. and Crisler Capital Company,  
Limited Partnership (excluding exhibits and schedules   
not deemed material).  See pages 92 through 112.        

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES   

EXHIBIT INDEX 

Exhibit     Name and Description/Location                                       

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 4.2   
to the Registration Statement on Form S-8, filed on     
June 28, 1993.  *                                       

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

4.2        Credit Agreement dated as of 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        Commitment letters dated October 14, 1993 from Banque              
Paribas, as Agent, The First National Bank of Boston    
and Continental Bank N.A., as co-agents, and Society    
National Bank to amend the Credit Agreement dated as of 
March 5, 1993.  Incorporated by reference to Exhibit    
4.3 to the Registration Statement on Form S-1, filed on 
October 18, 1993.  *                                    

4.4        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.  *             

4.5        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.  *                       

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES 

EXHIBIT INDEX 

Exhibit     Name and Description/Location                                       

4.6        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.  *             

4.7        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.  *                       

4.8        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.  *             

4.9        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.  *             

4.10       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.  *                                      

4.11       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.  *             

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES   

EXHIBIT INDEX 

Exhibit     Name and Description/Location                                       

4.12       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.  *                                      

4.13       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.  * 

4.14       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.  *                                      

4.15       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.  *                                      

4.16       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. *  

4.17       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.  *                            

4.18 (+)   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.  * 

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES 

EXHIBIT INDEX 

Exhibit     Name and Description/Location                                       

4.19 (+)   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.*   

4.20       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.  *                          

4.21       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.  *   

10.1        Shareholder Agreement dated as of September 20, 1992                
among Zell/Chilmark Fund L.P. and Terry S. Jacobs,      
William W. Cowgill, Michael J. Rozen and Philip A.      
Mason.  Incorporated by reference to Exhibit 2.1 to the 
Current Report on Form 8-K dated September 22, 1992.  * 

10.2        Preferred Shareholder Agreement dated as of October 21,             
1992 by and between William K. Burton and the           
Registrant.  Incorporated by reference to Exhibit 10.1  
to the Registration Statement on Form S-4, effective    
December 18, 1992.  *                                   

10.3        Preferred Shareholder Agreement dated as of October 19,             
1992 by and between Gerald J. Schubert and the          
Registrant.  Incorporated by reference to Exhibit 10.2  
to the Registration Statement on Form S-4, effective    
December 18, 1992.  *                                   

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EXHIBIT INDEX 

Exhibit     Name and Description/Location                                       

10.4        Letter agreement dated December 14, 1992 of Terry S.                
Jacobs, Robert L. Lawrence and Randy Michaels in favor  
of David M. Schulte and Samuel Zell.  Incorporated by   
reference to Exhibit 10.3 to the Registration Statement 
on Form S-4, effective December 18, 1992.  *            

10.5        Promissory Note, dated as of March 2, 1993, issued to               
the Registrant by JFP Holdings Limited Partnership.     
Incorporated by reference to Exhibit 10.1 to the        
Registration Statement on Form S-3, filed on April 19,  
1993.  *                                                

10.6        Guarantee, effective as of March 2, 1993, issued to the             
Registrant by Terry S. Jacobs.  Incorporated by         
reference to Exhibit 10.2 to the Registration Statement 
on Form S-3, filed on April 19, 1993.  *                

10.7        Pledge Agreement, effective as of March 2, 1993,                    
executed by Terry S. Jacobs in favor of the Registrant. 
Incorporated by reference to Exhibit 10.3 to the        
Registration Statement on Form S-3, filed on April 19,  
1993.  *                                                

10.8        Pledge Agreement, effective as of March 2, 1993,                    
executed by JFP Holdings Limited Partnership in favor   
of the Registrant.  Incorporated by reference to        
Exhibit 10.4 to the Registration Statement on Form S-3, 
filed on April 19, 1993.  *                             

10.9 (+)    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.  *              

10.10       Amended and Restated Promissory Note, dated as of March             
2, 1993 and amended on July 28, 1993, issued to the     
Registrant by JFP Holdings Limited Partnership.         
Incorporated by reference to Exhibit 10.10 to the       
Registration Statement on Form S-1, filed on October    
18, 1993.  *                                            

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EXHIBIT INDEX 

Exhibit     Name and Description/Location                                       

10.11       Modification and Restatement of Guarantee, effective as             
of July 28, 1993, issued to the Registrant by Terry S.  
Jacobs.  Incorporated by reference to Exhibit 10.11 to  
the Registration Statement on Form S-1, filed on        
October 18, 1993.  *                                    

10.12       Amendment to Loan Documents, dated as of July 28, 1993,             
among the Registrant, JFP Holdings Limited Partnership, 
and Terry S. Jacobs.  Incorporated by reference to      
Exhibit 10.12 to the Registration Statement on Form S-  
1, filed on October 18, 1993.  *                        

10.13 (+)   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.  * 

11          Statement re computation of per share earnings.  See                
page 113.                                               

21          Subsidiaries of Registrant.  See page 114.                          

23.1        Consent of Independent Accountants.  See page 115.                  

99.1        Press Release dated March 16, 1994.  See page 116.                  

*  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.                                        

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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.                                         

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                                     EXHIBIT 2.7

ASSET PURCHASE AGREEMENT  

This ASSET PURCHASE AGREEMENT (this "Agreement") is made as         
of the 17th day of December, 1993, by and between CRISLER CAPITAL               
COMPANY, LIMITED PARTNERSHIP, a Delaware limited partnership                    
("Buyer") and JACOR CABLE, INC., a Kentucky corporation                         
("Seller").                                                                     

RECITALS: 

WHEREAS, Seller (under the d/b/a "Telesat Cable TV") is             
currently engaged in the business of providing cable television                 
services in the counties of Boone and Grant, Kentucky; and                      

WHEREAS, Buyer desires to purchase, and Seller desires to           
sell, substantially all the operating assets of Seller used in                  
connection with said business.                                                  

NOW, THEREFORE, in consideration of the mutual covenants and        
agreements hereinafter set forth, the parties agree as follows:                 

SECTION 1 

CERTAIN DEFINITIONS 

As used in this Agreement, each of the following terms shall        
have the following meanings:                                                    

1.1   "Acquired Assets" shall mean the following assets owned       
and/or held by Seller and used in the CATV Business:                            

1.1.1  The tangible personal property, electronic       
devices, trunk and distribution cable, towers, amplifiers, power                
supplies, conduit, vaults and pedestals, grounding and pole                     
hardware, subscriber's devices and "headend" (origination, earth                
stations, transmission and distribution system) hardware                        
described on Schedule 1.1.1 hereto (collectively, the                           
"Equipment").                                                                   

1.1.2  The office furniture, computer hardware and      
software, fixtures and leasehold improvements described on                      
Schedule 1.1.2 hereto (collectively, the "Furniture and                         
Fixtures");                                                                     

1.1.3  The vehicles described on Schedule 1.1.3 hereto  
(collectively, the "Vehicles");                                                 

1.1.4  The following general intangibles:  subscriber   
lists, the trade names "Telesat Cable T.V." and "Telesat" and any               
derivation thereof and the goodwill associated with the CATV                    
Business (collectively, the "Intangibles");                                     

1.1.5  The franchises and licenses described on Exhibit 
1.1.5 (the "Licenses");                                                         

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1.1.6  The pole attachment rights, buried cable         
agreements and easements described on Schedule 1.1.6 hereto                     
(collectively, the "CATV Instruments");                                         

1.1.7  The contracts and agreements described on        
Schedule 1.1.7 hereto (collectively, the "Assigned Contracts");                 

1.1.8  The real property leases described on Schedule   
1.1.8 hereto (collectively, the "Real Property Leases"); and                    

1.1.9  All of Seller's records, files, books, logs and  
other materials relating exclusively to the operation of the CATV               
Business, but specifically excluding those books and records                    
identified at Section 1.9.3 below.                                              

1.2   "Assumed Liabilities" shall consist of the following:         

1.2.1  Liabilities arising after the Closing Date under 
any of the Licenses, CATV Instruments, Assigned Contracts or Real               
Property Leases, but only with respect to the performance                       
thereunder subsequent to the Closing Date; and                                  

1.2.2  All other liabilities which are incurred and     
arise out of or relate to the ownership or use of the Acquired                  
Assets after the Closing Date or the operation of the CATV                      
Business after the Closing Date.                                                

1.3   "CATV" shall mean cable television.                           

1.4   "CATV Business" shall mean all of the Acquired Assets         
and CATV System as presently operated by Seller in the Counties                 
of Boone and Grant, Kentucky.                                                   

1.5   "CATV System" shall mean Seller's complete CATV               
reception and distribution system consisting of one or more                     
headends, trunk cable, subscriber drops and associated electronic               
equipment.                                                                      

1.6   "Closing" and "Closing Date" shall refer to the meeting       
for the purposes of concluding the transactions contemplated by                 
this Agreement, to be held at the place and on the date specified               
in Section 6 of this Agreement.                                                 

1.7   "Communications Act" means the Communications Act of          
1934, as amended.                                                               

1.8   "Copyright Act" means the Copyright Act of 1976, as           
amended.                                                                        

1.9   "Excluded Assets" shall mean those assets which are not       
specifically identified as Acquired Assets, and which shall not                 
be transferred to the Buyer hereunder; these Excluded Assets                    
include, without limitation:                                                    

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1.9.1  Cash and cash equivalents (or similar            
investments), including without limitation, bank accounts;                      

1.9.2  The names "Jacor" and "Jacor Cable, Inc." and    
any derivation, form of combination thereof;                                    

1.9.3  All of Seller's minute books, stock transfer     
records, accounting information and books of account, tax                       
information and tax returns, and all similar corporate records;                 

1.9.4  All insurance policies benefitting Seller and    
pertaining to the CATV Business, and all rights of Seller of                    
every nature and description under or arising out of such                       
insurance policies;                                                             

1.9.5  Claims for refund of taxes paid by Seller and    
its respective affiliates imposed with respect to the CATV                      
Business; and                                                                   

1.9.6  All rights of Seller under this Agreement and    
the agreements and instruments delivered to Seller by Buyer                     
pursuant to this Agreement.                                                     

1.10  "FAA" means the Federal Aviation Administration.              

1.11  "FCC" means the Federal Communications Commission.            

1.12  "Knowledge" shall mean to the best of the actual              
knowledge of Seller or Buyer, as the case may be, after such                    
party has made due inquiry of its officers, employees or agents                 
who would be expected to have knowledge of the matter.                          

1.13 "Security Interest" shall mean any mortgage, lien,             
security agreement, pledge, option, charge, restrictive                         
agreement, encumbrance, restraint on transfer, or claim against                 
title with respect to any of the Acquired Assets.                               

1.14  "Tax" and "Taxes" shall mean all taxes, charges, fees,        
levies, or other assessments, including without limitation,                     
income, excise, property, real estate, sales, payroll, and                      
franchise taxes imposed by the United States or any state, county               
or local government, subdivision or agency thereof.  Such terms                 
shall also include any interest or penalties payable in                         
connection with such taxes, charges, fees, levies or other                      
assessments.                                                                    

SECTION 2 

SALE AND PURCHASE 

2.1   Sale and Purchase of the Acquired Assets.  Subject to         
the terms and conditions of this Agreement, and in reliance on                  
the accuracy of the representations and warranties made by each                 
party to the other, at the Closing and on the Closing Date,                     
Seller agrees to sell, assign and deliver to Buyer, and Buyer                   
agrees to purchase and accept assignment and delivery from                      

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Seller, all of Seller's right, title and interest in and to the                 
Acquired Assets (expressly excluding all Excluded Assets) for the               
Purchase Price (as defined in Section 2.2).                                     

2.2   Purchase Price.  The aggregate amount to be paid by           
Buyer to Seller for the Acquired Assets shall be Two Million                    
Dollars ($2,000,000) (the "Purchase Price").  The Purchase Price                
shall be paid by Buyer to Seller at the Closing by wire transfer                
of funds in accordance with the following wiring instructions:                  

Account Name:  Jacor Cable, Inc. Depository                         
Bank:          Fifth Third Bank of Northern Kentucky                
Account No.:   767-92155                                            
ABA No.:       042100230                                            

2.3   Allocation of Purchase Price.  The Purchase Price shall       
be allocated among the Acquired Assets as follows:                              

2.3.1  Equipment                 $1,830,000             
2.3.2  Furniture and Fixtures        30,000             
2.3.3  Vehicles                      40,000             
2.3.4  Gov't/Reg. Franchises        100,000             
Total                     $2,000,000      

Seller and Buyer agree, if applicable, that they will each          
file Internal Revenue Service Code Form 8594 for the taxable year               
in which the Closing Date occurs to reflect the allocation of the               
Purchase Price as set forth in this Section.                                    

2.4   Assumption of Liabilities.  At the Closing, Seller            
shall assign and Buyer shall assume all of Seller's obligations                 
under the Assumed Liabilities.  Such Assignment and Assumption                  
shall be in the form of Exhibit A hereto.  No other debts,                      
liabilities or obligations of, or claims against, Seller, whether               
absolute, contingent or otherwise, and whether now due or to                    
become due, known or unknown, and whether reflected on Seller's                 
financial statements, shall be assumed by Buyer.                                

2.5  Prorations.  The parties acknowledge that it is                
appropriate to allocate between Buyer and Seller, as of the                     
Closing Date and on a pro rata basis, certain prepaid expenses,                 
accrued expenses, unearned income and accrued income, incurred,                 
received and/or earned (as the case may be) by Seller in                        
connection with the CATV Business.                                              

Accordingly, the parties agree that, as of the Closing Date,        
they shall jointly prepare and agree upon an estimate of the                    
prorations to be made pursuant to the terms of this Section 2.5                 
for all prepaid expenses, accrued expenses, unearned income and                 
accrued income, all as determined in accordance with generally                  
accepted accounting principles (the "Closing Date Proration"), to               
reflect the principle that all expenses and income attributable                 
to the CATV Business for the period prior to the Closing Date are               
for the account of Seller, and all expenses and income                          
attributable to the CATV Business for the period on and after the               
Closing Date are for the account of Buyer.  The parties agree                   
that some of the items to be prorated are the following:                        

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royalties, taxes, rents, utilities, assessments, accounts                       
payable, prepayments and other charges.  Accounts receivable are                
specifically excluded from the proration provided for in this                   
Section 2.5 and are addressed in Section 2.6 below.  The parties                
agree that, at the Closing, Buyer shall pay to Seller (if the                   
prorations result in an overall credit to Seller) or Seller shall               
pay to Buyer (if the prorations result in an overall credit to                  
Buyer), the amount determined to be owing pursuant to the Closing               
Date Proration.                                                                 

Within sixty (60) days following the Closing Date, Buyer and        
Seller shall jointly prepare a final determination of all                       
prorations which were not calculated as of the Closing Date and                 
containing any corrections to the Closing Date Proration (the                   
"Post-Closing Proration").  Within three (3) business days                      
following such determination, the parties agree that Buyer shall                
pay to Seller (if the prorations result in an overall credit to                 
Seller) or Seller shall pay to Buyer (if the prorations result in               
an overall credit to Buyer) the amount determined to be owing                   
pursuant to the Post-Closing Proration.                                         

2.6   Accounts Receivable.  At the Closing, Buyer shall             
purchase from Seller, and Seller shall sell to Buyer, all of                    
Seller's accounts receivable relating to the CATV Business, and                 
Buyer shall pay Seller the following amounts for such accounts                  
receivable:                                                                     

2.6.1  For accounts receivable which are less than      
sixty-one (61) days past due, 100% of the face amount of such                   
accounts receivable;                                                            

2.6.2  For accounts receivable which are more than      
sixty (60) but less than ninety-one (91) days past due, 75% of                  
the face amount of such accounts receivable; and                                

2.6.3  For all accounts receivable which are more than  
ninety (90) days past due, $1.                                                  

SECTION 3 

REPRESENTATIONS AND WARRANTIES OF SELLER  

Seller represents and warrants to Buyer the following, which        
shall be true and correct on the date of this Agreement and as of               
the Closing Date:                                                               

3.1   Organization and Authority.  Seller is a corporation          
duly formed, validly existing, and in good standing under the                   
laws of the Commonwealth of Kentucky, and has full corporate                    
power to own its properties and conduct the CATV Business as                    
currently conducted by it.  The execution, delivery and                         
performance of this Agreement and the transactions contemplated                 
hereby by Seller have been duly and validly authorized by all                   
necessary corporate action on the part of the Seller.  Subject to               
obtaining the Required Consents (as defined in Section 5.4                      
hereof), and subject also to the representations and warranties                 

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made in Sections 3.4 and 3.5 hereof, Seller has full power and                  
authority to sell the Acquired Assets to be sold pursuant to this               
Agreement.  This Agreement constitutes the legal, valid and                     
binding obligation of Seller, enforceable in accordance with its                
terms.                                                                          

3.2   No Breach or Violation.  The execution, delivery and          
performance of this Agreement by Seller will not, subject to                    
obtaining the Required Consents, and subject also to the                        
representations and warranties made in Sections 3.4 and 3.5                     
hereof: (i) conflict with or result in a breach or violation by                 
Seller of; (ii) constitute default by Seller under; or (iii)                    
create or impose any Security Interest or right of termination,                 
cancellation or acceleration with respect to, any of the Acquired               
Assets or any contracts or agreements relating thereto.                         

3.3   Title to/Rights in Acquired Assets.  Except as                
disclosed at the Note under "Computer Software" on Schedule 1.1.2               
and at item 1 of Schedule 3.12, Seller has good and marketable                  
title to all of the Equipment, Furniture and Fixtures, Vehicles                 
and Intangibles.  Seller has all of the rights expressly granted                
to and/or reserved by it, as the case may be, in each of the                    
Licenses.  All of the Acquired Assets are free and clear of all                 
Security Interests of any kind or nature, except for Security                   
Interests disclosed in Schedule 3.3, which shall be removed and                 
released at or prior to Closing.                                                

3.4   CATV Instruments.       Seller makes no representation or     
warranty with respect to its right, title or interest in or to                  
the CATV Instruments; provided, however, that with respect to the               
agreements identified on Schedule 1.1.6 as items B and C under                  
the heading "Easements," Seller has all of the rights expressly                 
granted to it therein.  Buyer acknowledges that all of the CATV                 
Instruments (other than the agreements identified on Schedule                   
1.1.6 as items B and C under the heading "Easements") were                      
entered into by a prior operator of the CATV Business, and that                 
it appears that no formal assignment to Seller of the rights or                 
obligations under such CATV Instruments was ever executed.                      
Seller has been operating the CATV Business in reliance on the                  
benefits granted to the prior operator of the CATV Business under               
the CATV Instruments.  The CATV Instruments generally require the               
prior written consent of the other party thereto prior to any                   
assignment thereof.  To Seller's knowledge, Seller is not in                    
violation or default under any material covenant or provision of                
any CATV Instrument.  Seller shall deliver to Buyer upon request                
complete copies of the CATV Instruments and any amendments to the               
CATV Instruments in its possession.                                             

3.5   Assigned Contracts and Real Property Leases.                  

3.5.1  Programming Contracts.  The "Programming         
Contracts" identified on Schedule 1.1.7 reflect those programming               
vendors (other than local television stations) whose programming                
is currently retransmitted by the CATV Business.  To Seller's                   
knowledge, Seller is not in violation or default under any                      
material covenant or provision of any such programming                          
arrangements.  Seller makes no representation regarding the                     
validity or assignability of written agreements relating to such                

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relationships.  To the extent they exist, the Programming                       
Contracts generally require the prior written consent of the                    
other party thereto prior to any assignment thereof.  Seller                    
shall deliver to Buyer upon request complete copies of all such                 
agreements in its possession.                                                   

3.5.2  Retransmission Consents, Etc..  The local        
television stations identified under "Retransmission Consents" on               
Schedule 1.1.7 have provided retransmission consents and/or "must               
carry" notices to Seller.  To Seller's knowledge, Seller is not                 
in violation or default under any material covenant or provision                
of any such consent or notice.  Seller shall deliver to Buyer                   
upon request complete copies of such consents and notices in its                
possession.  Seller makes no representation as to the                           
assignability of such consents or notices.                                      

3.5.3  Service Contracts.  The "service contracts"      
identified on Schedule 1.1.7 are essentially vendor-vendee                      
relationships that Seller has with various service providers.                   
These service providers are paid on a monthly basis for the                     
services provided during the prior month.  Most of the "service                 
contracts" are not represented by any formal, continuing written                
agreement, and Seller makes no representation regarding the                     
assignability thereof.                                                          

3.5.4  Real Property Leases.  All of the Real Property  
Leases are in full force and effect.  Seller is in substantial                  
compliance with its obligations under each of the Real Property                 
Leases, and no event has occurred or condition or state of fact                 
exists which constitutes, or after notice or lapse of time or                   
both would constitute, a material breach or default by Seller                   
thereunder.  Buyer acknowledges that Seller has orally subleased                
a portion of the Florence office space covered by the TLI/Cahill                
lease identified on Schedule 1.1.8, pursuant to which the                       
sublessee is paying to Seller the monthly sublease amount of                    
$2,121.39.  Seller agrees to guarantee, from the Closing Date                   
through September 1994, a monthly payment of $2,121.39 (prorated                
as appropriate) to the lessor constituting the current sublease                 
payments; provided, however, that that this guarantee shall                     
terminate if Buyer takes (or causes to be taken) any action to                  
encourage or cause the current sublessee to cease making such                   
sublease payments.                                                              

3.6   Licenses.  The Licenses constitute all of the material        
governmental or regulatory licenses, franchises, approvals,                     
authorizations and permits (other than general business and tax                 
permits) necessary to operate the CATV Business in substantial                  
compliance with all applicable laws and regulations.  Seller is                 
in substantial compliance with and has fulfilled and performed in               
all material respects its obligations under each of the Licenses,               
except for possible required extensions based upon the eighteen                 
(18) homes per mile density requirement of Boone County Ordinance               
450.4, and to Seller's knowledge no event has occurred or                       
condition or state of fact exists which constitutes, or after                   
notice or lapse of time or both would constitute, a material                    
breach or default under any of the Licenses.                                    

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3.7  Acquired Assets.  The Acquired Assets constitute all of        
the equipment, furniture, fixtures, vehicles, intangibles,                      
leases, contracts and licenses used by Seller to operate the CATV               
Business as it is presently being conducted.                                    

3.8   Condition of Assets.  Except as set forth in any of the       
Schedules to this Agreement, the tangible Acquired Assets                       
identified in Sections 1.1.1, 1.1.2 and 1.1.3 are in operating                  
condition and repair, ordinary wear and tear excepted.  Such                    
tangible Acquired Assets are currently adequate for the purposes                
for which they are presently used by Seller in the CATV Business.               

3.9   FCC Compliance.                                               

3.9.1  General Compliance.  Seller is authorized under  
applicable FCC rules, regulations, and orders to distribute the                 
FM signals and off-air television broadcast signals presently                   
being carried to the subscribers of its CATV Business and to                    
utilize all carrier frequencies generated by its CATV Business,                 
and is licensed to operate all of the facilities used by Seller                 
in the CATV Business.  The operation of Seller's CATV Business                  
and of any FCC-licensed facility used in conjunction with the                   
operation of its CATV Business is in material compliance with the               
FCC's rules and regulations, and Seller has received no notice of               
any claimed default or violation with respect to the foregoing.                 
Seller shall deliver to Buyer upon request copies of all current                
and past reports and filings made with the FCC in its possession.               

3.9.2  CLI Compliance.  With respect to the CATV        
Business, Seller has substantially complied with its obligations                
in connection with the Cumulative Leakage Index (CLI) under                     
applicable FCC rules and regulations including, without                         
limitation: (i) purchasing CLI monitoring equipment as required;                
(ii) maintaining appropriate log books and other recordkeeping;                 
and (iii) making any required correction of any radiation leakage               
discovered by Seller in connection with its monitoring                          
obligations under such FCC rules and regulations.  The CATV                     
System is in material compliance with CLI standards under                       
applicable FCC rules and regulations.                                           

3.9.3  Three-Year Anti-Trafficking Provision.  The      
transaction contemplated by the terms of this Agreement is exempt               
from 47 C.F.R.  76.502 of the FCC's anti-trafficking regulations                
pursuant to 47 C.F.R.  76.502(f)(1).                                            

3.10  Copyright Compliance.                                         

3.10.1  Copyright Filings.  Seller has made all         
required material filings and payments with the Register of                     
Copyrights and is otherwise in substantial compliance with all                  
applicable rules and regulations of the Copyright Office                        
applicable to the CATV Business.  Seller shall deliver to Buyer                 
upon request copies of all current and past reports and filings                 
made with the Register of Copyrights in its possession.                         

3.10.2  Copyright Infringement.  Except as disclosed at 
item 2 of Schedule 3.12, the Acquired Assets conveyed hereunder                 

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are free of any rightful claim of any other third person by way                 
of copyright infringement.  Seller further warrants that the                    
manner in which the program services are offered over the CATV                  
System will not result in additional reportable gross receipts                  
under applicable rules and regulations of the Copyright Office                  
because of the manner in which Seller offered or offers such                    
programming services.                                                           

3.11  FAA Compliance.  All required FAA no hazard                   
determinations have been obtained with respect to the                           
construction and/or alteration of towers used in connection with                
the operation of the CATV System.  The towers have been marked                  
and lit, where required, in compliance in all material respects                 
with applicable FCC and FAA rules.                                              

3.12  Litigation and Violations.  Except as set forth on            
Schedule 3.12 hereto, there is no litigation at law, in equity,                 
or in any other proceeding or investigation pending or, to                      
Seller's knowledge, threatened against Seller, which: (i) may                   
materially and adversely affect Seller; (ii) involves the                       
possibility of any judgment, order, award or other decision which               
might materially impair the ability of the Seller to perform its                
obligations under this Agreement; or (iii) could have a                         
materially adverse effect on the CATV Business.                                 

3.13  Tax Returns; Other Reports.  Seller has duly and timely       
filed in proper form all federal, state, local and foreign                      
income, franchise, sales, use, property, excise, payroll, and                   
other tax returns and all other reports (whether or not relating                
to Taxes) required to be filed by law with the appropriate                      
governmental authority.  All uncontested taxes, fees and                        
assessments of whatever nature due or payable by Seller pursuant                
to said returns, reports, or otherwise have been paid.                          

3.14  Employment Matters.  Schedule 3.14 contains a true and        
complete list of names and positions of all employees of Seller's               
CATV Business.                                                                  

3.15  Employees.  With respect to the CATV Business: (i) to         
the best of Seller's knowledge, Seller is in substantial                        
compliance with all laws, rules and regulations relating to the                 
employment of labor (including but not limited to prices, wages,                
hours, discrimination in employment and collective bargaining)                  
and is not liable for any arrearage of wages or payroll taxes or                
penalties for failure to comply with any of the foregoing; (ii)                 
Seller is not a party to any contracts, agreements or commitments               
with any labor unions; (iii) there are no suits, actions,                       
proceedings, grievances, arbitrations or other controversies                    
pending or, to the best of Seller's knowledge, threatened, by or                
with any labor union, employee, former employee or job applicant;               
and (iv) there is no strike, dispute, request for representation,               
slowdown or stoppage pending or, to the best of Seller's                        
knowledge, threatened against Seller.                                           

3.16  Environmental.  To the best of Seller's knowledge,            
Seller and the CATV Business are in substantial compliance with                 
all federal, state, local and regional statutes, laws,                          
ordinances, regulations and orders relating to environmental                    

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matters, including but not limited to, air pollution, water                     
pollution, noise control, on-site or off-site infectious waste                  
discharge, disposal or recovery, on-site or off-site hazardous                  
waste discharge, disposal or recovery, toxic or hazardous                       
substances, and employee safety, and there is no unresolved                     
notice of violation of any such statutes, laws, ordinances,                     
regulations and orders with respect thereto, nor is any such                    
notice pending or, to the best of Seller's knowledge, threatened.               
To the best of Seller's knowledge, there are no underground fuel                
storage tanks or any Hazardous Substance present in violation of                
applicable federal, state or local statutes, laws, ordinances,                  
regulations and orders on, in or under any of the facilities used               
in connection with the CATV Business.  Hazardous Substance as                   
used in the preceding sentence means any substance (i) the                      
presence of which requires investigation or remediation under any               
federal, state or local statute, regulation, ordinance, order,                  
action, policy or common law, including, without limitation,                    
CERCLA (42 U.S.C.  9601 et seq.) and RCRA (42 U.S.C. 6901 et                    
seq.), (ii) which contains PCBs or asbestos or (iii) which                      
contains gasoline, diesel fuel or other petroleum hydrocarbons in               
any unconfined manner.                                                          

3.17  Minimum Subscribers.  As of November 1, 1993, the CATV        
Business had at least 4,900 subscribers.                                        

3.18  Finders and Brokers.  Seller has not entered into any         
contract, arrangement or understanding with any person or firm                  
which may result in the obligation of Buyer to pay any finder's                 
fees, brokerage or agent's commission or other like payments.                   

3.19  Disclosure. No representation or warranty by Seller in        
this Agreement or any Schedule to this Agreement, or any                        
statement, list or certificate furnished or to be furnished by                  
Seller pursuant to this Agreement, contains or will contain any                 
untrue statement of material fact, or omits or will omit to state               
a material fact required to be stated therein or necessary to                   
make the statements contained therein not misleading.                           

SECTION 4 

REPRESENTATIONS AND WARRANTIES OF BUYER 

Buyer represents and warrants to Seller the following, which        
shall be true and correct on the date of this Agreement and as of               
the Closing Date:                                                               

4.1   Organization and Authority.  Buyer is a limited               
partnership duly formed, validly existing, and in good standing                 
under the laws of the State of Delaware.  The execution, delivery               
and performance of this Agreement and the transactions                          
contemplated hereby by Buyer have been duly and validly                         
authorized by all necessary partnership action on the part of the               
Buyer.  Buyer has full power and authority to purchase the                      
Acquired Assets pursuant to this Agreement.  This Agreement                     
constitutes the legal, valid and binding obligation of Buyer,                   
enforceable in accordance with its terms.                                       

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4.2   Finders and Brokers.  Buyer has not entered into any          
contract, arrangement or understanding with any person or firm                  
which may result in the obligation of Seller to pay any finder's                
fees, brokerage or agent's commission or other like payments.                   

4.3  Disclosure. No representation or warranty by Buyer in          
this Agreement or any Schedule to this Agreement, or any                        
statement, list or certificate furnished or to be furnished by                  
Buyer pursuant to this Agreement, contains or will contain any                  
untrue statement of material fact, or omits or will omit to state               
a material fact required to be stated therein or necessary to                   
make the statements contained therein not misleading.                           

SECTION 5 

CONDUCT PENDING CLOSING 

5.1   Access to CATV Business.  Between the date of execution       
and delivery of this Agreement and the Closing Date, and subject                
to the Confidentiality Agreement, dated October 5, 1993, entered                
into between the parties, Seller shall give to Buyer and its                    
representatives full access at reasonable times to all the                      
premises and books and records of the CATV Business and shall                   
furnish or make available to Buyer and its representatives all                  
information regarding the CATV Business and the Acquired Assets                 
as Buyer shall from time to time reasonably request.                            

5.2   Continuity and Maintenance of Operations.  Between the        
date of execution and delivery of this Agreement and the Closing                
Date, Seller shall continue to operate the CATV Business, shall                 
maintain in accordance with its past practices the CATV System                  
and Acquired Assets, and shall keep all of its CATV Business                    
books, records, billing practices and files all in the ordinary                 
course of business and all in accordance with past practices;                   
provided, however, that Seller will not be required to construct                
any extensions to the CATV System.                                              

5.3   Employees of CATV Business.  Between the date of              
execution and delivery of this Agreement and the Closing Date,                  
Seller shall use its best efforts (in the ordinary course of                    
business and in accordance with past practices) to preserve                     
Seller's relationship with its employees employed in the CATV                   
Business and shall pay to those employees all salaries,                         
commissions, and other compensation to which they are entitled                  
for services rendered prior to the Closing.  Seller shall not,                  
without the prior written consent of Buyer, which consent shall                 
not be unreasonably withheld or delayed, change the compensation                
of any employees of the CATV Business.                                          

5.4   Approvals of Third Parties.  Seller and Buyer shall use       
their joint best efforts to obtain before Closing:  (i) all                     
governmental and third-party approvals, consents and other                      
authorizations necessary and required for Seller to perform its                 
obligations under this Agreement with respect to the transfer                   
and/or assignment from Seller to Buyer of the Licenses, the CATV                
Instruments, the Assigned Contracts and the Real Property Leases,               

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and (ii) those additional approvals, consents and authorizations                
identified on Schedule 5.4 hereto ((i) and (ii) collectively                    
being referred to as the "Required Consents").  In the event the                
parties are unable to obtain one or more of such approvals or                   
consents for any reason, Buyer agrees to negotiate in good faith,               
with assistance from Seller, with the applicable governmental                   
authorities and/or third parties to enter into new agreements or                
other similar arrangements effective as of the Closing Date which               
are reasonably acceptable to Buyer and which are reasonably                     
acceptable to Seller with respect to the release of Seller from                 
any and all obligations and liabilities arising on or after the                 
Closing Date under the respective Licenses, CATV Instruments,                   
Assigned Contracts and Real Property Leases, as the case may be                 
(collectively being referred to herein as the "Alternative                      
Agreements").                                                                   

Notwithstanding anything to the contrary contained in this          
Agreement, Seller makes no representation, warranty or covenant                 
to Buyer that any or all Required Consent(s) or Alternative                     
Agreement(s) will be obtained and no such representation,                       
warranty or covenant shall be implied and failure to obtain any                 
Required Consent(s) of Seller shall not be or be deemed a breach                
or default by Seller of this Agreement.  However, Buyer's                       
obligation to close is subject to Section 10.1 herein.                          

5.5   Contract Renewals/Extensions.  To the extent that any         
of the Licenses, CATV Instruments (excluding the "Pole Attachment               
and Buried Cable Agreements" identified on Schedule 1.1.6) or                   
Real Property Leases for which Required Consents are to be                      
obtained pursuant to Section 5.4 have expired or will expire                    
prior to the Closing Date, Seller shall use its best efforts to                 
enter into extensions or renewals of such Licenses, applicable                  
CATV Instruments and/or Real Property Leases, which extensions or               
renewals shall be in a form and upon terms reasonably acceptable                
to Buyer.  With respect to the Assigned Contracts, Buyer agrees                 
to use its best efforts to obtain an extension through March 31,                
1994 of the retransmission consents/must carry notices for WCPO-                
TV and WKRC-TV.                                                                 

5.6   Cooperation and Best Efforts.  From the date hereof           
until the Closing, the parties agree to cooperate with one                      
another and to use all reasonable efforts to take, or cause to be               
taken, all actions and to do, or cause to be done, all things                   
necessary, proper or advisable under applicable laws and                        
regulations to consummate and make effective the transaction                    
contemplated by this Agreement, including without limitation,                   
using all reasonable efforts to obtain all necessary waivers,                   
consents and approvals to be provided by each of them hereunder,                
and to effect all necessary registrations and filings, including,               
but not limited to, submissions of information requested by                     
governmental authorities.                                                       

SECTION 6 

CLOSING; CLOSING DATE; TERMINATION  

The Closing shall be held on such date mutually agreed by           

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the parties within fifteen (15) days after all conditions to                    
Closing contained in this Agreement have been met.  The Closing                 
will be held at 10:00 a.m. at the offices of Graydon, Head &                    
Ritchey, 1900 Fifth Third Center, Cincinnati, Ohio.  Either Buyer               
or Seller may terminate this Agreement without liability upon                   
written notice to the other if the Closing hereunder has not been               
consummated by June 30, 1994, and the parties shall thereupon be                
relieved of any further obligation hereunder; provided, however,                
if that party's breach of this Agreement has prevented the                      
consummation of the transactions contemplated hereby, that party                
shall not be entitled to terminate this Agreement pursuant to                   
this Section 6.                                                                 

SECTION 7 

SELLER'S OBLIGATIONS AT CLOSING 

At the Closing, Seller shall deliver to Buyer, the                  
following:                                                                      

7.1   Secretary's Certificate.  A copy of resolutions by            
Seller's sole shareholder and its board of directors authorizing                
the execution and performance of this Agreement, certified by the               
Secretary of Seller.                                                            

7.2   Closing Certificate.  A certificate of the President or       
appropriate Vice President of Seller that the warranties and                    
representations of Seller set forth in this Agreement are true                  
and correct as of the Closing Date.                                             

7.3   Legal Opinions.  The legal opinion of Graydon, Head &         
Ritchey, counsel for Seller, in the form of Exhibit B hereto, and               
the legal opinion of Hogan & Hartson, FCC counsel for Seller, in                
the form of Exhibit C attached hereto.                                          

7.4   Instruments of Conveyance and Transfer.  Such                 
assignments, bills of sale, certificates/documents of title and                 
other instruments of conveyance and transfer, in form                           
satisfactory to Buyer, as shall be effective to transfer to Buyer               
title in and to the Acquired Assets, free and clear of all                      
Security Interests.                                                             

7.5   Security Interests.  Documentation reasonably                 
satisfactory to Buyer of the release and discharge of any and all               
Security Interests on the Acquired Assets.                                      

7.6   Proration Amount.  An amount equal to any required            
payment by Seller to Buyer pursuant to the proration performed                  
pursuant to Section 2.5 hereof by corporate check.                              

7.7   Assignment and Assumption Agreement.  The Assignment          
and Assumption Agreement with respect to the Assumed Liabilities.               

SECTION 8 

BUYER'S OBLIGATIONS AT CLOSING  

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At the Closing, Buyer shall deliver to Seller the following:          

8.1  General Partner's Certificate.  A certificate of a             
general partner of Buyer certifying that all actions required to                
be taken by the partners of Buyer to authorize the execution,                   
delivery and performance of this Agreement by Buyer have been                   
taken, along with a copy of any resolutions adopted by Buyer                    
and/or its partners in connection therewith.                                    

8.2  Closing Certificate.  A certificate of a general               
partner of Buyer that the warranties and representations of Buyer               
set forth in this Agreement are true and correct as of the                      
Closing Date.                                                                   

8.3  Legal Opinion.  The legal opinion of Dinsmore & Shohl,         
counsel for Buyer, in the form of Exhibit D hereto.                             

8.4  Purchase Price.  The $2,000,000 Purchase Price by wire         
transfer of funds in accordance with Section 2.2 hereof.                        

8.5  Accounts Receivable Price.  An amount equal to the             
purchase price of the accounts receivable as determined in                      
accordance with Section 2.6 hereof by wire transfer of funds in                 
accordance with Section 2.2 hereof.                                             

8.6  Proration Amount.  An amount equal to any required             
payment by Buyer to Seller pursuant to the proration performed                  
pursuant to Section 2.5 hereof by wire transfer of funds in                     
accordance with Section 2.2 hereof                                              

8.7  Assignment and Assumption Agreement.  The Assignment           
and Assumption Agreement with respect to the Assumed Liabilities.               

SECTION 9 

CONDITIONS TO SELLER'S OBLIGATIONS  

Seller's obligation to Close hereunder is subject to the            
satisfaction, or waiver by Seller, of all of the following                      
conditions:                                                                     

9.1   Approvals and Consents.  All of the Required Consents         
(or applicable Alternative Agreements) shall have been obtained                 
and remain in full force and effect as of the Closing Date.                     

9.2   Performance by Buyer.  Buyer shall have performed all         
of its agreements and covenants under this Agreement to the                     
extent such are required to be performed at or prior to Closing,                
and all of Buyer's representations and warranties set forth in                  
Section 4 hereof shall be true and correct in all material                      
respects as of the Closing Date.                                                

9.3   No Actions.   No action, proceeding or investigation          

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shall have been instituted and not have been dismissed as of the                
Closing Date to set aside or modify the transaction provided for                
in this Agreement or to enjoin or prevent its consummation.                     

SECTION 10  

CONDITIONS TO BUYER'S OBLIGATIONS 

Buyer's obligation to Close hereunder is subject to the             
satisfaction, or waiver by Buyer, of all of the following                       
conditions:                                                                     

10.1  Approvals and Consents.  All of the Required Consents         
(or applicable Alternative Agreements) shall have been obtained                 
and remain in full force and effect as of the Closing Date.                     

10.2 Performance by Seller.  Seller shall have performed all        
of its agreements and covenants under this Agreement to the                     
extent such are required to be performed at or prior to Closing,                
and all of Seller's representations and warranties set forth in                 
Section 3 of this Agreement shall be true and correct in all                    
material respects as of the Closing Date.                                       

10.3  No Actions.   No action, proceeding or investigation          
shall have been instituted and not have been dismissed as of the                
Closing Date to set aside or modify the transaction provided for                
in this Agreement or to enjoin or prevent its consummation.                     

10.4  Operability.  Seller shall not have suffered, on or           
prior to Closing, any uninsured and unrepaired loss, claim,                     
casualty, or calamity which materially adversely affects the                    
operability of the CATV Business.  Seller shall bear the risk of                
loss on or prior to Closing with respect to the tangible Acquired               
Assets identified in Sections 1.1.1, 1.1.2 and 1.1.3 as a result                
of any loss, claim, casualty or calamity.                                       

10.5 Financing.  Buyer shall have obtained financing                
reasonably acceptable to Buyer from a bank or other financial                   
institution to allow Buyer to consummate the transactions                       
contemplated hereby.                                                            

SECTION 11  

INDEMNIFICATION 

11.1  Indemnification.                                              

11.1.1  From and after the Closing, Seller shall        
indemnify and hold harmless Buyer from and against any and all                  
losses, costs, damages, liabilities and expenses, including                     
reasonable attorneys' fees and expenses ("Damages"), incurred by                
Buyer arising out of any breach of any of the representations,                  
warranties or agreements ("Warranty" or "Warranties") given or                  
made by Seller in this Agreement and for the failure by Seller to               

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comply with any applicable bulk sales or bulk transfer law.                     
Notwithstanding the preceding sentence, the aggregate obligation                
of Seller to defend, indemnify and hold harmless Buyer for                      
Damages pursuant to this paragraph shall be limited to Seven                    
Hundred Fifty Thousand Dollars ($750,000); provided, however,                   
that Seller shall have no obligation to defend, indemnify and                   
hold harmless Buyer pursuant to this Section until and only to                  
the extent that the aggregate Damages incurred by Buyer with                    
respect to all such Warranties exceeds Forty Thousand Dollars                   
($40,000).                                                                      

11.1.2  From and after the Closing, Buyer shall         
indemnify and hold harmless Seller from and against any and all                 
Damages incurred by Seller arising out of any breach of any of                  
the Warranties given or made by Buyer in this Agreement or                      
arising out of any of the Assumed Liabilities.                                  

11.2  Procedures:  Third Party Claims.  If a claim to which         
the indemnification provisions of Section 11.1 apply arises out                 
of any suit, claim or other assertion of liability by a third                   
party (hereinafter a "Claim"), the indemnified party agrees to                  
give written notice within a reasonable time to the indemnifying                
party of the existence of such Claim, it being understood that                  
the failure to give such notice shall not affect the indemnified                
party's right to indemnification and the indemnifying party's                   
obligation to indemnify as set forth in Section 11.1, unless the                
indemnifying party's ability to contest, defend or settle with                  
respect to such Claim is thereby demonstrably and materially                    
prejudiced.  The obligations and liabilities of the parties                     
hereto with respect to their respective indemnities pursuant to                 
Section 11.1 resulting from any Claim, shall be subject to the                  
following additional terms and conditions:                                      

11.2.1  The indemnifying party shall have the right to  
undertake, by counsel or other representatives of its own                       
choosing, the defense or opposition to such Claim.                              

11.2.2  In the event that the indemnifying party shall  
elect not to undertake such defense or opposition, or within                    
thirty (30) days after notice of any such Claim from the                        
indemnified party shall fail to defend or oppose, the indemnified               
party (upon further written notice to the indemnifying party)                   
shall have the right to undertake the defense, opposition,                      
compromise or settlement of such Claim, by counsel or other                     
representatives of its own choosing, on behalf of and for the                   
account and risk of the indemnifying party (subject to the right                
of the indemnifying party to assume defense of or opposition to                 
such Claim at any time prior to settlement, compromise or final                 
determination thereof).                                                         

11.2.3  Anything in this Section 11.2 to the contrary   
notwithstanding, (i) if there is a reasonable probability that a                
Claim may materially and adversely affect the indemnified party,                
the indemnified party shall have the right, at its own cost and                 
expense, to participate in the defense, opposition, compromise or               
settlement of the Claim, (ii) the indemnifying party shall not,                 
without the indemnified party's written consent, settle or                      
compromise any Claim or consent to entry of any judgment which                  

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does not include as an unconditional term thereof the giving by                 
the claimant or the  plaintiff to the indemnified party a release               
from all liability in respect of such Claim, and (iii) in the                   
event that the indemnifying party undertakes defense of or                      
opposition to any Claim, the indemnified party, by counsel or                   
other representative of its own choosing and at its sole cost and               
expense, shall have the right to consult with the indemnifying                  
party and its counsel or other representatives concerning such                  
Claim and the indemnifying party and the indemnified party and                  
their respective counsel or other representatives shall cooperate               
in good faith with respect to such Claim.                                       

11.2.4  No undertaking of defense or opposition to a    
Claim shall be construed as an acknowledgement by such party that               
it is liable to the party claiming indemnification with respect                 
to the Claim at issue or other similar Claims.                                  

SECTION 12  

CABLE RATES 

12.1  Cable Rates.  Buyer and Seller acknowledge that the FCC       
recently instituted new basic cable rate regulations which became               
effective September 1, 1993, and that an operator of a cable                    
system could be liable for refunds to customers for certain cable               
service rates, as of September 1, 1993, which did not conform to                
the new FCC rate regulations.                                                   

12.2  Cooperation.  Seller agrees that if Buyer is required         
to defend such cable service rates which have been established by               
Seller for the CATV Business as of September 1, 1993, Seller                    
shall provide Buyer with its full cooperation in assisting Buyer                
in its defense thereof, including but not limited to providing                  
Buyer with all of Seller's information, documents, data and other               
materials relating to the establishment of such rates; Buyer                    
shall pay all reasonable out-of-pocket expenses incurred by                     
Seller in providing such assistance, provided that Seller shall                 
obtain Buyer's approval (which shall not be unreasonably withheld               
or delayed) prior to incurring such expenses.                                   

12.3  Seller's Refund Obligations.  Seller shall be liable          
for, and shall pay to Buyer, the amounts, if any, which Buyer is                
required to refund to customers of the CATV Business arising out                
of such cable service rates which, between September 1, 1993 and                
the Closing Date, were not in conformity with the FCC's new rate                
regulations.  Seller shall pay such amounts to Buyer within five                
(5) business days after demand therefor has been given to Seller.               

SECTION 13  

MISCELLANEOUS PROVISIONS  

13.1  Public Announcements.  Any announcements or similar           
publicity with respect to this Agreement or the transactions                    

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contemplated herein shall be approved by both Seller (by Michael                
Oakes) and Buyer (by Robert Dean Meiszer) in advance, provided                  
that such approval shall not be unreasonably withheld or delayed.               

13.2  Amendment and Modification.  This Agreement may be            
amended, modified, or supplemented only by the written agreement                
of the parties hereto.                                                          

13.3  Waiver of Compliance.  Except as otherwise provided in        
this Agreement, any failure of either of the parties to comply                  
with any obligation, covenant, agreement or condition herein may                
be waived by the party entitled to the benefit thereof only by a                
written instrument signed by the party granting such waiver, but                
such waiver or failure to insist upon strict compliance with such               
obligation, covenant, agreement or condition shall not operate as               
a waiver of, or estoppel with respect to, any subsequent or other               
failure.  The failure of any party hereto to enforce at any time                
any provisions of this Agreement shall in no way be construed to                
be a waiver of any such provision, nor in any way to affect the                 
validity of this Agreement or any part thereof or the right of                  
any party thereafter to enforce each and every such provision.                  
No waiver of any breach of this Agreement shall be held to be                   
waiver of any other or subsequent breach.                                       

13.4  Survival of Representations and Warranties.  Each and         
every representation and warranty of Seller or Buyer contained                  
herein or in any other document delivered prior to or at the                    
Closing shall survive for a period of eighteen (18) months from                 
the Closing Date, provided, however, that the right of either                   
party to indemnification pursuant to section 11 shall not be                    
affected by the expiration of said eighteen (18) month period if                
notice of a good faith claim for indemnification (but not                       
necessarily the fixed amount of the claim) has been given by the                
indemnified party to the indemnifying party prior to the                        
expiration of said eighteen (18) month period and the indemnified               
party files a formal claim no later than thirty (30) days                       
following the end of such eighteen (18) month period.                           

13.5  Costs and Expenses.                                           

13.5.1  Buyer agrees to pay: (i) all of its attorneys'  
fees, accountants' charges, costs and expenses in connection with               
the negotiation, preparation and performance of and compliance                  
with the terms of this Agreement; and (ii) any and all excise                   
and/or transfer taxes on any of the Acquired Assets to which such               
taxes may apply as a result of the transfers contemplated hereby.               

13.5.2  Seller agrees to pay all of its attorneys'      
fees, accountants' charges, costs and expenses in connection with               
the negotiation, preparation and performance of and compliance                  
with the terms of this Agreement.                                               

13.6  Notices.  All notices required or permitted hereunder         
shall be in writing and shall be deemed to be properly given: (i)               

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when personally delivered to the party entitled to receive the                  
notice; (ii) upon receipt of a facsimile message confirmed by                   
first-class mail, postage prepaid; (iii) upon receipt of package                
delivered by overnight courier; or (iv) when sent by certified or               
registered mail, postage prepaid properly addressed to the party                
entitled to receive such notice at the address stated below or                  
such other address as one party may so notify the other:                        

Seller:                                                             

Jacor Cable, Inc.                                       
1300 PNC Center                                         
Cincinnati, Ohio 45202                                  
Attention:  Randy Michaels, President                   
Fax No. 513-621-0090                                    

with a copy (which shall not constitute notice) to:                 

Graydon, Head & Ritchey                                 
1900 Fifth Third Center                                 
511 Walnut Street                                       
Cincinnati, Ohio  45202                                 
Attention:  Paul F. Solomon, Esq.                       
Fax No. 513-651-3836                                    

Buyer:                                                              

Crisler Capital Company, Limited Partnership            
600 Vine Street, Suite 2710                             
Cincinnati, Ohio  45202                                 
Attention:  Robert Dean Meiszer                         
Fax No. 513-381-8808                                    

with a copy (which shall not constitute notice) to:                 

Dinsmore & Shohl                                        
1900 Chemed Center                                      
255 East Fifth Street                                   
Cincinnati, Ohio  45202                                 
Attention:  Mark C. Bissinger, Esq.                     
Fax No. 513-977-8141                                    

13.7  Successors and Assigns.  This Agreement shall be              
binding upon and shall inure to the benefit of the parties hereto               
and their respective successors and assigns.  Neither Seller nor                
Buyer may assign this Agreement or any of its rights or                         
liabilities hereunder without the prior written consent of the                  
other party hereto. Notwithstanding the preceding sentence, Buyer               
may assign its rights, title and interest in and under this                     
Agreement to an affiliate of Buyer which controls, is controlled                
by, or is under common control with, Buyer; provided, however,                  
that no such assignment shall release or relieve Buyer from its                 
obligations and  primary liability to Seller hereunder.                         

13.8  Access to Records.  For a period of four (4) years            
from the Closing Date, Buyer shall maintain and preserve all                    
books, records, documents, agreements and other information                     

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contained in tangible form being sold by Seller to Buyer                        
hereunder and, upon receipt of a request therefor from Buyer and                
during normal business hours, permit Seller and its                             
representatives to have access to and to make copies thereof at                 
Seller's expense.                                                               

13.9  Entire Agreement.  This Agreement, including the              
Schedules and Exhibits attached hereto and any documents referred               
to herein, shall constitute the entire Agreement between the                    
parties hereto with respect to the subject matter hereof and                    
shall supersede all previous negotiations, commitments, and                     
writings with respect to such subject matter.                                   

13.10  Severability.  The illegality or partial illegality          
of this Agreement or any provisions hereof shall not affect the                 
validity of the remainder of this Agreement or any provision                    
hereof.                                                                         

13.11  Captions.  The captions appearing in this Agreement          
are inserted only as a matter of convenience and as a reference                 
and in no way define, limit or describe the scope or intent of                  
this Agreement or any of the provisions hereof.                                 

13.12  Counterparts.  This Agreement may be executed in one         
or more counterparts, each of which shall be deemed to be an                    
original, but all of which shall constitute one and the same                    
agreement.                                                                      

13.13  Third Party Beneficiaries.  The are no intended third        
party beneficiaries to this Agreement.                                          

13.14  Governing Law.  This Agreement shall be governed by          
and construed in accordance with the laws of the State of Ohio.                 

IN WITNESS WHEREOF, each of the parties hereto has caused           
this Agreement to be signed by their respective duly authorized                 
officers as of the date first above written.                                    

CRISLER CAPITAL COMPANY,                    
LIMITED PARTNERSHIP                   

By:  MAK Ventures, Inc.                     
General Partner                   

By:R. DEAN MEISZER, PRESIDENT           
R. Dean Meiszer, President        
JACOR CABLE, INC.                           

By:R. CHRISTOPHER WEBER                     
R. Christopher Weber,                 
Senior V.Pres. and Secretary        

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GUARANTY    

Jacor Communications, Inc. hereby guarantees the payment by         
Jacor Cable, Inc. of its obligations set forth in Sections 2.5                  
(prorations), 3.5.4 (guarantee of sublease payment), 11.1.1                     
(indemnification) and 12.3 (cable rate refunds), and Item B of                  
Schedule 1.1.6 under the heading "Easements" (Aseere settlement),               
all of the Asset Purchase Agreement by and between Jacor Cable,                 
Inc., and Crisler Capital Company, Limited Partnership, dated as                
of December ___, 1993.  The execution, delivery and performance                 
of this Guaranty by Jacor Communications, Inc. have been duly and               
validly authorized by all necessary corporate action on the part                
of Jacor Communications, Inc.                                                   

JACOR COMMUNICATIONS, INC.                  

By:______________________________           

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SCHEDULES/EXHIBITS    

Exhibit A - Assignment and Assumption Agreement                                 
Exhibit B - Legal Opinion of Graydon, Head & Ritchey                            
Exhibit C - Legal Opinion of Hogan & Hartson                                    
Exhibit D - Legal Opinion of Dinsmore & Shohl                                   

Schedule 1.1.1 - Equipment                                                      
Schedule 1.1.2 - Furniture and Fixtures                                         
Schedule 1.1.3 - Vehicles                                                       
Schedule 1.1.5 - Licenses                                                       
Schedule 1.1.6 - CATV Instruments                                               
Schedule 1.1.7 - Assigned Contracts                                             
Schedule 1.1.8 - Real Property Leases                                           
Schedule 3.3   - Security Interests                                             
Schedule 3.12  - Litigation, Etc.                                               
Schedule 3.14  - Employment Matters                                             
Schedule 5.4   - Additional Required Consents                                   

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                                                                [Download Table]
                JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                   
                                  EXHIBIT 11                                  
          Computation of Consolidated Income (Loss) Per Common Share          
             for the Years ended December 31, 1993, 1992 and 1991             


                                        1993          1992         1991       
                                                                              
Income (loss) for primary                                                     
  computation:                                                                
     Income (loss) before                                                     
       extraordinary items          $  1,438,443  $(23,701,346) $   (364,475) 
     Add:                                                                     
      Dividends on preferred stock                    (526,048)     (525,932) 

      Decrease in redemption value                                            
       of redeemable common stock                                             
       warrants                                        770,084                
         Income (loss) applicable                                             
          to common shares before                                             
          extraordinary item           1,438,443   (23,457,310)     (890,407) 
     Extraordinary item                                            1,832,000  
     Income (loss) applicable                                                 
       to common shares             $  1,438,443  $(23,457,310) $    941,593  

Primary (1):                                                                  
     Weighted average common shares                                           
       and dilutive common stock                                              
       equivalents:                                                           
          Common stock outstanding   13,163,264       381,430 (2)   387,754(2)
          Stock purchase warrants       611,879        (3)           18,173(4)
          Stock options                 729,384        (3)            (3)     
          7% cumulative convertible                                           
            preferred stock                -           (5)            (5)     
                                     14,504,527       381,430       405,927   

     Income (loss) per common share:                                          
          Before extraordinary                                                
            item                      $ 0.10        $(61.50)       $ (2,19)   
          Net income (loss)           $ 0.10        $(61.50)       $  2.32    


[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 redeemable common stock 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.                   

5.    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.                           

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JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES     

EXHIBIT 21  

The following is a list of the subsidiaries of the Company as of                
December 31, 1993.  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%                   

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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 and File No. 33-10329) and on Form S-3 (File No. 33-                   
53612) of our report dated March 7, 1994 on our audits of the                   
consolidated financial statements and financial statement                       
schedules of Jacor Communications, Inc. and Subsidiaries as of                  
December 31, 1993 and 1992 and for the years ended December 31,                 
1993, 1992 and 1991, which report is included in this Annual                    
Report on Form 10-K.                                                            

COOPERS & LYBRAND                                                               
Cincinnati, Ohio                                                                
March 25, 1994                                                                  

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EXHIBIT  99.1 

JACOR TO PURCHASE CINCINNATI FM STATION 

CINCINNATI, MARCH 16 - Jacor Communications, Inc. (NASDAQ-          
JCOR), owner and operator of 15 radio stations in six U.S.                      
markets, has entered into an agreement to purchase Cincinnati's                 
WIMJ-FM, "Majic 92.5."  This agreement is subject to the approval               
of the Federal Communications Commission and the satisfaction of                
certain other conditions.  Jacor has agreed to pay approximately                
$9.5 million in cash for the station.                                           

Jacor President Randy Michaels announced the transaction            
with Pathfinder Communications President John Dille, owner of                   
WIMJ since 1977.  The station will first enter into a Local                     
Marketing Agreement with Jacor effective April 7, 1994, at which                
time Jacor will become responsible for WIMJ's programming and                   
sales.                                                                          

Cincinnati-based Jacor, in addition to owning and operating         
radio stations around the country, locally owns WEBN-FM, WLW-AM                 
and WLWA-AM; the purchase of WIMJ will be the Company's second                  
local FM.                                                                       

Jacor Communications, Inc., headquartered in Cincinnati, is         
the nation's ninth 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.                       

FOR FURTHER INFORMATION CONTACT:                                                

Chris Weber                                                                     
Jacor Communications, Inc.                                                      
1300 PNC Center                                                                 
201 East Fifth Street                                                           
Cincinnati, OH  45202                                                           
(513) 621-1300                                                                  

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                  JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES             
                      SCHEDULE V - PROPERTY AND EQUIPMENT                 
             for the years ended December 31, 1993, 1992 and 1991         



                                   Balance at                             
                                   Beginning      Additions               
      Classification                of Period      at Cost     Retirements
                                                                          
Year ended December 31, 1993:                                             
  Land and land improvements      $ 3,017,834    $   50,000               
  Buildings                         2,000,150       297,951               
  Broadcast equipment              25,093,176     2,862,200               
  Furniture and fixtures            2,826,473       319,690               
  Leasehold improvements            2,420,176       175,525               
                                  $35,357,809    $3,705,366               

Year ended December 31, 1992:                                             
  Land and land improvements      $ 3,017,834                             
  Buildings                         1,943,273    $   56,877               
  Broadcast equipment              24,168,087       952,855               
  Furniture and fixtures            2,786,219        40,254               
  Leasehold improvements            2,411,617        18,919               
                                  $34,327,030    $1,068,905               

Year ended December 31, 1991:                                             
  Land and land improvements      $ 3,395,014    $  260,692               
  Buildings                         2,205,720       334,585               
  Broadcast equipment              26,121,861       692,765               
  Furniture and fixtures            2,923,303        99,019               
  Leasehold improvements            2,416,159        20,870               
                                  $37,062,057    $1,407,931               


[FN]                                                                            

(1) Represents property and equipment sold.                                     

(2) Represents the adjustment resulting from the implementation of the          
Company's January 11, 1993 restructuring using the push-down method     
of accounting.  In accordance with the push-down method of accounting,  
 the Company's property and equipment were restated at current replacement
value.                                                                  

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                 JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES              
                  SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT              
             for the years ended December 31, 1993, 1992 and 1991         



                                       Other Changes             Balance  
                                        Add (Deduct)              at End  
      Classification                  (1)           (2)         of Period 
                                                                          
Year ended December 31, 1993:                                             
  Land and land improvements     $ (50,000)  $ (1,097,446)     $ 1,920,388
  Buildings                       (250,000)      (209,530)       1,838,571
  Broadcast equipment                         (10,597,496)      17,357,880
  Furniture and fixtures                         (867,900)       2,278,263
  Leasehold improvements                         (662,777)       1,932,924
                                 $(300,000)  $(13,435,149)     $25,328,026

Year ended December 31, 1992:                                             
  Land and land improvements                                   $ 3,017,834
  Buildings                                                      2,000,150
  Broadcast equipment            $ (27,766)                     25,093,176
  Furniture and fixtures                                         2,826,473
  Leasehold improvements           (10,360)                      2,420,176
                                 $ (38,126)                    $35,357,809

Year ended December 31, 1991:                                             
  Land and land improvements    $  (637,872)                   $ 3,017,834
  Buildings                        (597,032)                     1,943,273
  Broadcast equipment            (2,646,539)                    24,168,087
  Furniture and fixtures           (236,103)                     2,786,219
  Leasehold improvements            (25,412)                     2,411,617
                                $(4,142,958)                   $34,327,030


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                          JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES                          
                SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT               
                      for the years ended December 31, 1993, 1992 and 1991                     


                                   Additions                                                   
                                    Charged                        Other                       
                      Balance at      To                          Changes              Balance 
                       Beginning    Costs and                    Add(Deduct)           at End  
   Classification      of Period    Expenses   Retirements     (1)          (2)       of Period

                                                                                               
For the year ended                                                                             
 December 31, 1993:                                                                            

Land and land                                                                                  
 improvements       $   120,698   $   16,592                         $   (120,698)  $    16,592
Buildings               341,386       76,443                $(3,679)     (341,386)       72,764
Broadcast equipment  11,756,200    1,673,686                          (11,756,200)    1,673,686
Furniture and                                                                                  
 fixtures             1,168,191      176,503                           (1,168,191)      176,503
Leasehold                                                                                      
 improvements         1,109,044      315,595                           (1,109,044)      315,595
                    $14,495,519   $2,258,819                $(3,679) $(14,495,519)   $2,255,140

For the year ended                                                                             
 December 31, 1992:                                                                            

Land and land                                                                                  
 improvements       $    94,998   $   25,700                                        $   120,698
Buildings               264,172       77,214                                            341,386
Broadcast equipment   9,242,840    2,522,597                $ (9,237)                11,756,200
Furniture and                                                                                  
 fixtures               920,744      247,447                                          1,168,191
Leasehold                                                                                      
 improvements           896,294      218,894                  (6,144)                 1,109,044
                    $11,419,048   $3,091,852                $(15,381)               $14,495,519

For the year ended                                                                             
 December 31, 1991:                                                                            

Land and land                                                                                  
 improvements       $   72,431   $   24,629              $    (2,062)               $    94,998
Buildings              293,019       63,649                  (92,496)                   264,172
Broadcast equipment  7,654,631    2,579,704                 (991,495)                 9,242,840
Furniture and                                                                                  
 fixtures              783,261      228,454                  (90,971)                   920,744
Leasehold                                                                                      
 improvements          660,460      257,112                  (21,278)                   896,294
                    $9,463,802   $3,153,548              $(1,198,302)               $11,419,048

[FN]                                                                            

(1) Represents accumulated depreciation of assets sold.                     
(2) Represents the adjustment resulting from the implementation             
of the Company's January 11, 1993 restructuring using the           
push-down method of accounting.  In accordance with the             
push-down method of accounting, the Company's property and          
equipment were restated at current replacement value.               

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                           JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES          
                 SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      for the years ended December 31, 1993, 1992 and 1991     


                                                          Additions            
                                   Balance at       Charged to     Operating   
                                   Beginning        Costs and      Companies   
    Description                    of Period         Expenses       Acquired   
                                                                               
Year ended December 31, 1993:                                                  
  Allowance for doubtful trade                                                 
    accounts receivable           $   959,117      $   957,749                 
  Allowance for uncollectible                                                  
    notes receivable                   -0-         $   700,000                 
  Accumulated amortization of                                                  
    intangible assets:                                                         
      Acquisition cost allocated                                               
        to FCC licenses           $12,328,461      $ 1,780,441                 
      Other                        12,811,009        6,059,623                 
            Total                 $25,139,470      $ 7,840,064                 

Year ended December 31, 1992:                                                  
  Allowance for doubtful trade                                                 
    accounts receivable           $ 1,380,365      $   741,926                 
  Allowance for uncollectible                                                  
    notes receivable              $ 1,462,504                                  
  Accumulated amortization of                                                  
    intangible assets:                                                         
      Acquisition cost allocated                                               
        to FCC licenses           $10,265,726      $ 2,062,735                 
      Other                        11,697,749        1,113,260                 
            Total                 $21,963,475      $ 3,175,995                 

Year ended December 31, 1991:                                                  
  Allowance for doubtful trade                                                 
    accounts receivable           $ 1,124,050      $ 1,053,034                 
  Allowance for uncollectible                                                  
    notes receivable              $ 1,362,504      $   100,000                 
  Accumulated amortization of                                                  
    intangible assets:                                                         
      Acquisition cost allocated                                               
        to FCC licenses           $10,164,179      $ 2,123,720                 
      Other                        10,219,061        1,879,367                 
            Total                 $20,383,240      $ 4,003,087                 


[FN]                                                                            

(1)   Represents the adjustment resulting from the implementation of the        
Company's January 11, 1993 restructuring using the push-down method 
  of accounting.  In accordance with the push-down method of accounting,
the Company's intangible assets were restated generally at current  
replacement value.                                                  

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


                                            Deductions                                
                                    Accounts        Operating       Balance           
                                  Written off,      Companies       at End            
    Description                       Net (1)        Disposed      of Period          
                                                                                      
Year ended December 31, 1993:                                                         
  Allowance for doubtful trade                                                        
    accounts receivable          $   (834,564)                   $ 1,082,302          
  Allowance for uncollectible                                                         
    notes receivable                   -0-                       $   700,000          
  Accumulated amortization of                                                         
    intangible assets:                                                                
      Acquisition cost allocated                                                      
        to FCC licenses          $(12,328,461)                   $ 1,780,441          
      Other                       (12,811,009)                     6,059,623          
            Total                $(25,139,470)                   $ 7,840,064          

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-            
  Accumulated amortization of                                                         
    intangible assets:                                                                
      Acquisition cost allocated                                                      
        to FCC licenses                                          $ 12,328,461    Other
                                                 12,811,009                           
            Total                                                $ 25,139,470         

Year ended December 31, 1991:                                                         
  Allowance for doubtful trade                                                        
    accounts receivable           $  (636,042)    $ (160,677)    $  1,380,365         
  Allowance for uncollectible                                                         
    note receivable                                              $  1,462,504         
  Accumulated amortization of                                                         
    intangible assets:                                                                
      Acquisiton cost allocated                                                       
        to FCC licenses                            $  (400,679)  $ 11,887,220         
      Other                                         (2,022,173)    10,076,255         
            Total                                  $(2,422,852)  $ 21,963,475         


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             JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
               SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
                for the years ended December 31, 1993, 1992 and 1991

         Charged to Costs and Expenses

          1993          1992          1991

1.  Maintenance and                                                             
repairs                (1)           (1)           (1)              

2.  Amortization of                                                             
intangible assets:                                                    

Acquisition cost                                                    
allocated to FCC                                                
licenses           $1,780,441   $2,062,735    $2,123,720        

Other intangibles    $6,059,623   $1,113,260    $1,879,367          

3.  Taxes, other than                                                           
payroll and income                                                    
taxes:                                                                

Property and general   (1)           (1)            (1)             

4.  Royalties                None          None           None                  

5.  Advertising costs      $5,342,045   $4,729,336    $4,121,737                

[FN]                                                                            

(1) Does not exceed one percent of total revenues.                        

Dates Referenced Herein   and   Documents Incorporated by Reference

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