JACOR COMMUNICATIONS INC, 10-K/A, 1996-04-26

JACOR COMMUNICATIONS INC
10-K/A, 1996-04-26
RADIO BROADCASTING STATIONS

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

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-12404
JACOR COMMUNICATIONS, INC.

An Ohio Corporation Employer Identification
No. 31-0978313

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

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value
Common Stock Purchase Warrants

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

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

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

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

There are 108 pages in this document.
The index of exhibits appears on page 91.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

PART I

Item 1. Business

(a) General Development of Business

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

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

Item 1. Business, Continued

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

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

(b) Financial Information About Industry Segments

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

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

</TABLE>

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

Target
Jacor(J) Demographic
Market/ Citicasters(C) Target Share
Station Noble(N) Format Demographic %/Rank
<S> <C> <C> <C> <C>
Portland
KEX-AM C News Talk Adults 35-64 7.0/3
KKCW-FM C Adult Contemporary Women 25-54 10.4/1
KKRZ-FM C Contemporary Hit Radio Women 18-34 12.8/1
Toledo
WSPD-AM N News Talk Adults 35-64 4.7/7
WVKS-FM N Contemporary Hit Radio Adults 18-34 11.9/2
WRVF-FM N Adult Contemporary Women 25-54 14.8/2
Jacksonville
WJBT-FM J Urban Adults 18-34 6.7/6
WQIK-FM J Country Adults 25-54 9.8/2
WSOL-FM J Adult Urban Adults 25-54 7.3/5
WZAZ-AM J Urban Talk Adults 35-64 0.9/17
WJGR-AM J Talk Adults 25-54 0.8/17

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

Television

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

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

TELEVISION STATIONS

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

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

Commercial
Stations In
Market Cable Network
VHF UHF Subscriber % Affiliation

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

(1) Rankings for Designated Market Area ("DMA"), 6:00 a.m. to 2:00 a.m.,
Sunday-Saturday for "TV Households" and "Adults aged 25-54." "T"
designates
tied. This market information is from Nielsen.

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

Company Strategy

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

Item 1. Business, Continued

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

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

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

Advertising

The primary source of the Company's revenues is the sale of
broadcasting time for local and national advertising.
During the year ended December 31, 1995, approximately 82%
of the Company's broadcast revenue was generated from the
sale of local advertising and approximately 18% from the
sale of national advertising. The Company believes that
radio is one of the most efficient, cost-effective means for
advertisers to reach specific demographic groups. The
advertising rates charged by the Company's radio stations
are based primarily on (i) the station's ability to attract
an audience in the demographic groups targeted by its
advertisers (as measured principally by quarterly Arbitron
ratings surveys that quantify the number of listeners tuned
to the station at various times), (ii) the number of
stations in the market that compete for the same demographic
group, (iii) the supply of and demand for radio advertising
time and (iv) the supply and pricing of alternative
advertising media.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

Competition; Changes in the Broadcasting Industry

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

The Company's stations also compete directly for advertising
revenues with other media, including broadcast television,
cable television, newspapers, magazines, direct mail and
billboard advertising. In addition, the radio broadcasting
industry is subject to competition from new media
technologies that are being developed or introduced, such as
the delivery of audio programming by cable television
systems and by digital audio broadcasting. The radio
broadcasting industry historically has grown despite the
introduction of new technologies for the delivery of
entertainment and information, such as television
broadcasting, cable television, audio tapes and compact
disks. Greater population and greater availability of
radios, particularly car and portable radios, have
contributed to this growth. There can be no assurance,
however, that the development or introduction in the future
of any new media technology will not have an adverse effect
on the radio broadcasting industry. The Company also
competes with other radio station groups to purchase
additional stations.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

Television stations compete for audiences and avertising
revenues with radio and other television stations and cable
systems in their market areas and with other advertising
media such as newspapers, magazines, outdoor advertising and
direct mail. Competition for sales of television
advertising time is based primarily on the anticipated and
actually delivered size and demographic characteristics of
audiences as determined by various services, price, the time
of day when the advertising is to be broadcaST, competition
from other television stations, including affiliates of
other television broadcast networks, cable television
systems and other media and general economic conditions.
Competition for audiences is based primarily on the
selection of programming, the acceptance of which is

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

dependent on the reaction of the viewing public, which is
often difficult to predict. Additional elements that are
material to the competitive position of television stations
include management experience, authorized power and assigned
frequency. The broadcasting industry is continuously faced
with technical changes and innovations, the popularity of
competing entertainment and communications media, changes in
labor conditions, and governmental restrictions or actions
of Federal regulatory bodies, including the FCC, any of
which could possibly have a material effect on a television
station's operations and profits. There are sources of
video service other than conventional television stations,
the most common being cable television, which can increase
competition for a braodcasting television station by
bringing into its market distant broadcasting signals not
otherwise available to the station's audience, serving as a
distribution system for national satellite-delivered
programming and other non-broadcast programming originated
on a cable system and selling advertising time to local
advertisers. Other principal sources of competition include
home video exhibition and direct-to-home broadcast satellite
television ("DBS") entertainment services. Moreover,
technology advances and regulatory changes affecting
programming delivery through fiber optic telephone lines and
video compression could lower entry barriers for new video
channels and encourage the development of increasingly
specialized "niche" programming. The Telecom Act permits
telephone companies to provide video distribution services
via radio communication, on a common basis, as "cable
systems" or as "open video systems," each pursuant to
different regulatory schemes. The Company is unable to
predict the effect that technological and regulatory changes
will have on the broadcast television industry and on the
future profitability and value of a particular broadcast
television station.

The FCC authorizes DBS services throughout the United
States. Currently, two FCC permittees, DirecTv and United
States Satellite Broadcasting, provide subscription DBS
services via high power communications satellites and small
dish receivers, and other companies provide direct-to-home
video service using lower powered satellites and larger
receivers. Additional companies are expected to commence
direct-to-home operations in the near future. DBS, as well
as other new technologies, will further increase competition
in the delivery of video programming.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

Federal Regulation of Broadcasting

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

</TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

HAAT Expiration
FCC in Power in Date of
Market/Station Class Feet Kilowatts Frequency FCC License
<S> <C> <C> <C> <C> <C>

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

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

</FN>
</TABLE>

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 1. Business, Continued

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

Energy and Environmental Matters

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

Employees

The Company has no direct employees. The Company's
subsidiaries employ 1,170 persons, 836 on a full-time and
334 on a part-time basis. Each station has its own
complement of employees which generally include a general
manager, sales manager, operations manager, business
manager, advertising sales staff, on-air personalities and
clerical personnel. No employee is represented by a union.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 2. Property Holdings

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 2. Property Holdings, Continued

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

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

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

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

Item 3. Legal Proceedings

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

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

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

Executive Officers of the Registrant

Pursuant to General Instruction G(3) of Form 10-K, the following
list is included as an unnumbered Item in Part I of this Report
in lieu of being included in the definitive Proxy Statement to be
filed in May 1996 for the Annual Meeting of Shareholders to be
held approximately twenty business days following the mailing of
such definitive Proxy Statement.

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

Age as of First
March 15, Offices and Elected
Name 1996 Positions Held an Officer
Sheli Z. Rosenberg 54 Board Chair 2/12/96

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

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

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

PART II

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

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

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

1994 High Low

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

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

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

Item 6. Selected Financial Data
<TABLE>
<CAPTION>

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

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

Other Financial Data:

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

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

</TABLE>

NOTES:

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

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

(3) "Broadcast cash flow" means operating income before
reduction in carrying value of assets, depreciation and
amortization and corporate general and administrative expenses.
Broadcast cash flow should not be considered in isolation from, or
as a substitute for, operating income, net income or cash flow and
other consolidated income or cash flow statement data computed in
accordance with generally accepted accounting principles or as a
measure of a company's profitability or liquidity. Although this
measure of performance is not calculated in accordance with
generally accepted accounting principles, it is widely used in the
broadcast industry as a measure of a company's operating
performance because it assists in comparing station performance on
a consistent basis across companies without regard to depreciation
and amortization, which can vary significantly depending on
accounting methods (particularly where acquisitions are involved)
or non-operating factors such as historical cost bases. Broadcast
cash flow also excludes the effect of corporate general and
administrative expenses, which generally do not relate directly to
station performance. See the Consolidated Statements of Cash
Flows included on pages 53 and 54 in this annual report for a
description of the Company's cash flows presented in accordance
with generally accepted accounting principles and page 47 in this
annual report for a further discussion of the Company's cash
flows.

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

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

GENERAL

The performance of a radio station group, such as Jacor, is customarily
measured by its ability to generate broadcast cash flow. The primary
source of the Company's revenue is the sale of broadcasting time on its
radio stations for advertising. The Company's significant operating
expenses are employee salaries, sports broadcasting rights fees,
programming expenses, advertising and promotion expenses, rental of
premises for studios and transmitting equipment and music license
royalty fees. The Company works closely with local station management
to implement cost control measures.

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

Most advertising contracts are short-term and run only for a few weeks.
Most of the Company's revenue is generated from local advertising,
which is sold by the station's sales staff. In 1995, approximately 85%
of the Company's gross revenues was from local advertising and
approximately 15% was from national advertising. A station's local
sales staff solicits advertising, either directly from the local
advertiser or through an advertising agency for the local advertiser.
National advertising sales for most of the Company's stations are made
by the Company's national sales managers in conjunction with the
efforts of an independent advertising representative who specializes in
national sales and is compensated on a commission-only basis.

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

GENERAL, Continued

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

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

GENERAL, Continued

General economic conditions have an impact on the Company's business
and financial results. From time to time the markets in which the
Company operates experience weak economic conditions that may
negatively affect revenue of the Company. However, management believes
that this impact is somewhat softened by the Company's diverse
geographical presence.

LIQUIDITY AND CAPITAL RESOURCES

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES, Continued

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

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS

The Year Ended 1995 Compared to The Year Ended 1994

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

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

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

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

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS

The Year Ended 1994 Compared to The Year Ended 1993

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

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

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

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

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

CASH FLOWS

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

NEW ACCOUNTING PRONOUNCEMENTS

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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

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

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

<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

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

Commitments and contingencies

SHAREHOLDERS' EQUITY

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

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

The accompanying notes are an integral
part of the consolidated financial statements.
</TABLE>

<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended December 31, 1995, 1994 and 1993

1995 1994 1993

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

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

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

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

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

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

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

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

Net income per
common share $ 0.52 $ 0.37 $ 0.10

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

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

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

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

<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994 and 1993

1995 1994 1993

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

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

</TABLE>
(Continued)

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

<TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994 and 1993
(Continued)
<CAPTION>

1995 1994 1993

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

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

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

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

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

The accompanying notes are an integral
part of the consolidated financial statements.
</TABLE>

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

1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS

Description of Business

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

Principles of Consolidation

The accompanying consolidated financial statements include the
accounts of Jacor Communications, Inc. and its subsidiaries. All
significant intercompany accounts and transactions have been
eliminated.

Revenues

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

Barter Transactions

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

Consolidated Statements of Cash Flows

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

Concentrations of Credit Risk

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

Property and Equipment

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

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

Intangible Assets

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

Goodwill 40 Years
Other intangibles 5 to 25 Years

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

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

Use of Estimates

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

Per Share Data

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

2. ACQUISITION OF LICENSES

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

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

3. ACQUISITIONS

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

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

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

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

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

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

All of the above acquisitions have been accounted for as
purchases. The excess cost over the fair value of net assets
acquired is being amortized over 40 years. The results of
operations of the acquired businesses are included in the
Company's financial statements since the respective dates of
acquisition. Assuming each of the 1994 and 1995 acquisitions had taken
place at the beginning of 1994, unaudited pro forma consolidated results
of operations would have been as follows:

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

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

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

Net income per share 0.50 0.33

4. DISPOSITION

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

5. PROPERTY AND EQUIPMENT

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

6. INTANGIBLE ASSETS

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

1995 1994

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

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

7. DEBT AGREEMENT

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

Indebtedness under the Bank Credit
Agreement (described below) -

Senior reducing
revolving facility $ 38,500,000

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

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

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

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

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

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

8. CAPITAL STOCK

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

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

9. INCOME TAXES

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

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

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

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

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

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

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

1995 1994 1993

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

10. STOCK-BASED COMPENSATION PLANS

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

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

1993 Stock Option Plan

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

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

Number of Option Price
Shares Per Share

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

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

Directors' Stock Options

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

Employee Stock Purchase Plan

Under the 1995 Employee Stock Purchase Plan, the Company is authorized
to issue up to 200,000 shares of common stock to its full-time and
part-time employees, all of whom are eligible to participate. Under
the terms of the Plan, employees can choose each year to have up to 10
percent of their annual base earnings withheld to purchase the
Company's common stock. The purchase price of the stock is 85 percent
of the lower of its beginning-of-year or end-of-year market price.
Under the Plan, the Company sold 43,785 shares to employees in 1995 at
a purchase price of $10.84 per share.

11. COMMITMENTS AND CONTINGENCIES

Lease Obligations

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

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

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

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

Legal Proceedings

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

12. BARTER TRANSACTIONS

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

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

13. RETIREMENT PLAN

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

14. SUBSEQUENT EVENTS

Acquisitions

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

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

New Credit Agreement

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

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

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

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

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

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

Supplementary Data

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

<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter

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

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

<FN>

NOTE:

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

</FN>
</TABLE>

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

None.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

PART III

Item 10. Directors and Executive Officers of Registrant

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.

ELECTION OF DIRECTORS

Information Concerning Nominees
The Company's Amended and Restated Code of Regulations currently
provides that the Board of Directors of the Company shall consist of a
minimum of five and a maximum of fifteen members. In accordance with the
Amended and Restated Code of Regulations, the Board of Directors has
established the current number of Directors of the Company at eight, but
such number will be reduced to seven members effective as of the date of
the Annual Meeting. This reduction is the result of David M. Schulte's
resignation from the Company's Board of Directors in February 1996. At the
Annual Meeting, seven Directors will be elected and will hold office until
the next annual meeting of shareholders and until their respective
successors are duly elected and qualified. The Board of Directors has
nominated the seven incumbent Directors for election by the Shareholders at
the Annual Meeting.

The following table sets forth, with respect to each nominee for
Director of the Company, his or her age, principal occupation during the
past five years, other positions he or she holds with the Company, if any,
and the year in which he or she first became a Director of the Company.
Each of the nominees is currently a Director of the Company.
Year First
Name and Principal Occupation Became
During Past Five Years Age Director

JOHN W. ALEXANDER - President of Mallard 49 1993
Creek Capital Partners, a private investment
firm with interests in real estate and
development entities, since February 1994.
He is also a Partner of Meringoff Equities,
a private real estate investment and
development partnership. Mr. Alexander
has also served as a Trustee of Equity
Residential Properties Trust, a real estate
investment trust, since May 1993.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Year First
Name and Principal Occupation Became
During Past Five Years Age Director

ROD F. DAMMEYER - President and Chief Executive 55 1993
Officer of Anixter International Inc. (formerly
know as Itel Corporation), a Chicago-based
value-added provider of integrated networking
and cabling solutions. Mr. Dammeyer has been
President and a director of Anixter International
since 1985, Chief Executive Officer since 1993,
and President and Chief Executive Officer
since February 1994; and a director of Great
American Management and Investment, Inc.
("GAMI"), a diversified manufacturing company,
since 1992. He is a member of the boards of
directors of ANTEC Corporation; Capsure Holdings
Corp.; Falcon Building Products, Inc.; IMC Global,
Inc; Lukens, Inc.; Revco D.S., Inc.; and
Sealy Corporation. Mr. Dammeyer is a trustee of
several VanKampen American Capital, Inc. trusts.

F. PHILIP HANDY - President of Winter Park 51 1993
Capital Company, a private investment firm,
since 1980. Mr. Handy is a director of Anixter
International Inc.; GAMI; Q-Tel, S.A. de C.V.;
and Banca Quadrum, S.A. (formerly Servicios
Financieros Quadrum, S.A.).

MARC LASRY - Executive Vice President of Amroc 36 1993
Investments, Inc., a private investment firm,
since 1990. Mr. Lasry was the Director and
Senior Vice President of the corporate re-
organization department of Cowen & Co., a
privately-owned brokerage firm, from 1987 to
1989. From January 1989 to September 1990, he
was a portfolio manager for Amroc Investments,
L.P., a private investment fund.

ROBERT L. LAWRENCE - Co-Chief Operating Officer 43 1993
of Jacor. Mr. Lawrence has served as an officer
of Jacor since 1986.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Year First
Name and Principal Occupation Became
During Past Five Years Age Director

RANDY MICHAELS - President and Co-Chief 43 1993
Operating Officer of Jacor. Mr. Michaels,
whose legal name is Benjamin L. Homel, has
served as an officer of Jacor since 1986.

SHELI Z. ROSENBERG - Board Chair of Jacor 54 1994
since February 1996. She is also the Chairman
and a member of the law firm of Rosenberg &
Liebentritt, P.C. since 1980. Mrs. Rosenberg
is also Chief Executive Officer, President and
a director of Equity Financial and Management
Company and its parent successor Equity Group
Investments, Inc., a privately owned and
affiliated investment and management company.
Mrs. Rosenberg is also a director of GAMI and
of Capsure Holdings Corp., and a trustee of
Equity Residential Properties Trust, a real
estate investment trust. Mrs. Rosenberg is also
a director of Falcon Building Products, Inc.;
American Classic Voyages Co.; CFI Industries,
Inc.; Eagle Industries, Inc.; Anixter
International Inc.; Sealy Corporation; and
Revco D.S., Inc. Mrs. Rosenberg was a Vice
President of Madison Management Group, Inc.,
which filed a petition under the federal
bankruptcy laws on November 8, 1991. Mrs.
Rosenberg was also a Vice President of First
Capital Benefits Administrators, Inc., a
wholly-owned indirect subsidiary of GAMI,
which filed a federal bankruptcy petition on
January 3, 1995.

There are no family relationships among any of the above-named
nomineees for Director nor among any of the nominees and any executive
officers of the Company.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Reports of Changes in Beneficial Ownership

Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder require the Company's Directors, executive officers
and 10% or more beneficial owners to file certain reports with the
Commission regarding changes in beneficial ownership by such persons in the
Company's securities. To the best knowledge of the Company, all of the
Company's Directors and executive officers timely filed all such reports
due in 1995, except for one late filing of a Form 4 by each of Mrs.
Rosenberg and Mr. Dammeyer in connection with their appointment to the
management committee of Z/C Limited in the fourth quarter of 1995 which
resulted in their being deemed beneficial owners of the shares of the
Company's Common Stock owned by Zell/Chilmark.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 11. Executive Compensation

The following table sets forth certain information concerning
compensation paid or awarded to or earned by the Company's Co-Chief
Operating Officers and each of the Company's other two executive officers
(the "named executives") during each of the last three fiscal years.

Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation (1) Awards All Other
Salary Bonus Stock Options Compensation
Name and Principal Position Year (2)($) ($) (#) shares (3)($)
<S> <C> <C> <C> <C> <C>
Randy Michaels 1995 294,278 117,800 41,000 2,250
President and Co-Chief 1994 269,993 142,000 - 2,250
Operating Officer 1993 247,116 231,000 378,400 3,418

Robert L. Lawrence 1995 293,817 117,800 41,000 2,250
Co-Chief Operating Officer 1994 264,430 140,000 - 2,250
1993 247,116 231,000 442,710 3,707

R. Christopher Weber 1995 190,979 76,575 25,000 2,250
Senior Vice President, 1994 171,892 98,000 - 2,250
Chief Financial Officer 1993 148,654 138,600 200,000 2,230
and Secretary

Jon M. Berry 1995 127,933 33,000 8,500 2,250
Senior Vice President 1994 119,584 28,784 - 2,250
and Treasurer 1993 111,648 65,000 14,800 1,564

<FN>
(1) Does not include perquisites and other personal benefits because the
aggregate
amount of such compensation in each year for each named executive did
not
exceed the lesser of $50,000 or 10% of his total salary and bonus
reported for
that year.

(2) Includes amounts deferred at the election of the recipient under the
Company's Retirement Plan.

(3) The amounts shown in this column represent matching Company
contributions under the
Retirement Plan.
</FN>
</TABLE>

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Option Grants in Last Fiscal Year

The following table sets forth all stock option grants to the named
executives during the year ended December 31, 1995.
<TABLE>
<CAPTION>

Potential Realized
Individual Grants (1) Value at Assumed
% of Total Annual Rates of
Securities Options Stock Price
Underlying Granted to Appreciation for
Options Employees Exercise Option Term (3)
Granted in Fiscal Price Expiration 5% 10%
Name (#) Year(2) ($/Share) Date ($)(6) ($)(6)
<S> <C> <C> <C> <C> <C> <C>
Randy Michaels....... 12,300 13.88 5/30/05 107,379 272,076
12,300(3) 14.43 5/30/05 100,614 265,311
8,200(4) 15.00 5/30/05 62,402 172,200
8,200(5) 15.60 5/30/05 57,482 167,280
41,000 16.73% 327,877 876,867
Robert L. Lawrence... 12,300 13.88 5/30/05 107,379 272,076
12,300(3) 14.43 5/30/05 100,614 265,311
8,200(4) 15.00 5/30/05 62,402 172,200
8,200(5) 15.60 5/30/05 57,482 167,280
41,000 16.73% 327,877 876,867
R. Christopher Weber. 7,500 13.88 5/30/05 65,475 165,900
7,500(3) 14.43 5/30/05 61,350 161,775
5,000(4) 15.00 5/30/05 38,050 105,000
5,000(5) 15.60 5/30/05 35,050 102,000
25,000 10.20% 199,925 534,675
Jon M. Berry......... 2,550 13.88 5/30/05 22,262 56,406
2,550(3) 14.43 5/30/05 20,857 55,004
1,700(4) 15.00 5/30/05 12,937 35,700
1,700(5) 15.60 5/30/05 11,917 34,680
8,500 3.47% 67,975 181,790

<FN>
(1) All grants are under the Company's 1993 Stock Option Plan and were
made in 1995 at 100% of the fair market value of a share of the
Company's Common Stock on the grant date.
(2) Total options granted to employees in 1995 were for 245,000 shares of
the Company's Common Stock.
(3) Options vest May 31, 1996.
(4) Options vest May 31, 1997.
(5) Options vest May 31, 1998.
(6) Calculated based upon assumed stock prices for the Company's Common
Stock of $22.61 and $36.00, respectively, if 5% and 10% annual rates of
stock price appreciation are
achieved over the full term of the option. The potential realizable
gain equals
the product of the number of shares underlying the stock option grant
and the
difference between the assumed stock price and the exercise price of
each option.
</FN>
</TABLE>

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table sets forth information concerning the fiscal year-
end values of all unexercised stock options to the named executives as of
December 31, 1995. Except for Mr. Berry, the named executives exercised no
stock options in 1995.

<TABLE>
Number of Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired on Value at Fiscal Year-End at Fiscal Year-End
Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
Name (#) ($)(1) (#) ($) (2)
<S> <C> <C> <C> <C>
Randy Michaels.... -0- - 315,020 / 104,380 3,542,834 / 909,348

Robert L. Lawrence -0- - 360,955 / 122,755 4,068,055 / 1,112,208

R. Christopher Weber -0- - 163,215 / 61,785 1,822,266 / 533,932

Jon M. Berry..... 6,440 52,724 7,950 / 8,910 70,782 / 47,986

<FN>

(1) Value is calculated by determining the difference between the per share
exercise price
and the per share fair market value of the stock as of the exercise
date, multiplied
by the number of shares acquired upon the exercise of the options.

(2) The value of unexercised options is calculated by determining the
difference between
$17.50 per share, the last reported sale price of the Company's Common
Stock on the Nasdaq National Market on December 31, 1995, and the exercise
price of the option as of such date, multiplied by the number of shares
subject to options.
</FN>
</TABLE>

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Summary of Benefits Under the 1995 Employee Stock Purchase Plan

It is not possible to determine the number of shares of the Company's
Common Stock that will in the future be purchased under the Company's 1995
Employee Stock Purchase Plan (the "Stock Purchase Plan") by any particular
individual. The following table sets forth the number of shares purchased
during the 1995 annual offering by, and the number of options conditionally
granted under the Stock Purchase Plan for the 1996 annual offering to the
named executives, all executive officers of the Company as a group and all
employees other than the executive officers as a group. Non-employee
Directors are not eligible to participate in the Stock Purchase Plan.

<TABLE>
<CAPTION>
1995 Offering 1996 Offering
Number of Per Share Number of Dollar
Shares Purchase Options Value
Name and Principal Position Purchased Price($) Granted ($)(1)
<S> <C> <C> <C> <C>
Randy Michaels...................... 923 10.84 702 1,762
President and Co-Chief
Operating Officer

Robert L. Lawrence.................. 1,884 10.84 1,488 3,735
Co-Chief Operating Officer

R. Christopher Weber................ 1,619 10.84 1,367 3,431
Senior Vice President, Chief
Financial Officer and Secretary

Jon M. Berry........................ -0- -0- -0- -0-
Senior Vice President
and Treasurer

Executive Officer Group (4 persons). 4,426 10.84 3,557 8,928

Non-Executive Officer Employee Group 39,359 10.84 47,922 682,409

<FN>
(1) Computed as the difference between $16.75, the last reported sale
price on the
option grant date (January 2, 1996), and $14.24, the discounted stock
option price,
times the number of options. If the market value of the Company's
Common Stock is greater than $16.75 on the exercise date (December 31,
1996), the value to the Stock
Purchase Plan participants will increase accordingly.
</FN>
</TABLE>

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

As of March 15, 1996, 241 employees were participating in
the 1996 annual offering under the Stock Purchase Plan, options
to purchase 51,479 shares of the Company's Common Stock were
outstanding under the Stock Purchase Plan, 186 employees had
participated in the 1995 annual offering under the Stock Purchase
Plan, 43,785 shares had been issued pursuant to options exercised
under the Stock Purchase Plan and 104,736 shares were available
for future grants and purchases.

Director Compensation

Directors who are not employees of the Company receive an
annual fee of $10,000 and a fee of $1,000 plus travel expenses
for each Board of Directors meeting attended. For each Board of
Directors meeting missed, $1,000 is deducted from the director's
annual fee.

In February 1996, the Company granted nonqualified stock
options to purchase up to 5,000 shares of the Company's Common
Stock to each of Messrs. Alexander, Dammeyer, Handy and Lasry and
to Mrs. Rosenberg at a minimum exercise price of $17.25 per
share. These options are exercisable for ten years from the
grant date and vest 30% upon grant, 30% upon the first
anniversary of the grant date and 20% per year for each of the
next two years thereafter. The exercise price of the options that
vested upon grant is $17.25 per share, and the options that
subsequently vest on each anniversary date of the grant 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.

Compensation Committee Interlocks and Insider Participation

In 1995, Messrs. Dammeyer and Schulte and Mrs. Rosenberg
were non-employee directors of the Company and comprised the
Company's entire Compensation Committee. No executive officer of
the Company serves on any board of directors or compensation
committee of any entity which compensates any of Messrs. Dammeyer
and Schulte and Mrs. Rosenberg. Mr. Schulte is a principal of
Zell/Chilmark, a merchant banking firm, which invested over
$73,000,000 in capital in the Company in the Company's January
1993 restructuring and other transactions.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 12. Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth, as of April 10, 1996, the
number of shares and percentage of the Company's Common Stock
beneficially owned by each person who is known to the Company to
be the beneficial owner of more than 5% of the Company's Common
Stock, by each of the Company's Directors and nominees for
election as Directors, by the Company's executive officers and by
all of the Company's executive officers and Directors as a group.

<TABLE>
Beneficial Owners and Management
<CAPTION>
Amount and Nature Percent
of Beneficial of
Name of Beneficial Owner Ownership (1) Class(2)
<S> <C> <C>
5% or More Beneficial Owners

Zell/Chilmark Fund L.P...................... 13,349,720 (3) 70.76%
David M. Schulte............................ 13,349,720 (4) 70.76%
Samuel Zell................................. 13,349,720 (4) 70.76%

Management

John W. Alexander........................... 33,000 (5) *
Rod F. Dammeyer............................. 13,362,720 (4)(6) 70.78%
F. Philip Handy............................. 43,000 (7) *
Marc Lasry.................................. 23,000 (5) *
Robert L. Lawrence.......................... 474,343 (8) 2.54%
Randy Michaels.............................. 645,805 (9)(10) 3.45%
Sheli Z. Rosenberg.......................... 13,352,720 (4)(11) 70.76%
R. Christopher Weber........................ 449,704(10)(12) 2.42%
Jon M. Berry................................ 245,720(10)(13) 1.34%
All executive officers and directors as
a group (9 persons)....................... 14,814,332 (14) 73.55%

* Less and 1%
(1) The Securities and Exchange Commission (the
"Commission") has defined beneficial ownership to
include sole or shared voting or investment power with
respect to a security or the right to acquire beneficial
ownership of a security within 60 days. The number of
shares indicated are owned with sole voting and investment
power unless otherwise noted and includes certain shares
held in the name of family members, trusts and affiliated
companies as to which beneficial ownership may be
disclaimed. The number of shares indicated includes
shares of the Company's Common Stock issuable pursuant to
options granted under the Company's 1993 Stock Option
Plan and which have vested.

</TABLE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

(2) Under rules promulgated by the Commission, any securities
not outstanding that are subject to options or warrants
exercisable within 60 days are deemed to be outstanding for
the purpose of computing the percentage of the class owned
by such person but are not deemed to be outstanding for the
purpose of computing the percentage of the class owned by
any other person.

(3) The address of Zell/Chilmark is Two North Riverside Plaza,
Suite 600, Chicago, Illinois 60606. Zell/Chilmark is a
Delaware limited partnership controlled by Samuel Zell and
David M. Schulte, former directors of Jacor, as follows: the
sole general partner of Zell/Chilmark is ZC Limited
Partnership ("ZC Limited"); the sole general partner of ZC
Limited is ZC Partnership; the sole general partners of ZC
Partnership are ZC, Inc. and CZ Inc.; Mr. Zell is the sole
shareholder of ZC, Inc.,; and Mr. Schulte is the sole
shareholder of CZ Inc. Of the shares beneficially owned by
Zell/Chilmark, 629,117 are shares issuable pursuant to
warrants owned by Zell/Chilmark.

(4) All shares beneficially owned by Zell/Chilmark (See Note (3)
above) are included in the shares beneficially owned by
Messrs. Zell, Schulte and Dammeyer and Mrs. Rosenberg, who
constitute all of the members of the management committee of
Z/C Limited. The address of Mr. Schulte is Two North
Riverside Plaza, Suite 1500, Chicago, Illinois 60606. The
address of Mr. Zell is Two North Riverside Plaza, Suite 600,
Chicago, Illinois 60606. Mr. Schulte indirectly shares
beneficial ownership of a 20% limited partnership interest
in ZC Limited, and Mr. Zell indirectly shares beneficial
ownership of an 80% limited partnership interest in ZC
Limited.

(5) Includes vested options to purchase 13,000 shares.

(6) Includes vested options to purchase 13,000 shares. Mr.
Dammeyer indirectly shares beneficial ownership of an 80%
limited partnership interest in ZC Limited. See Note (3)
above.

(7) Includes vested options to purchase 13,000 shares. Mr.
Handy indirectly shares beneficial ownership of an 80%
limited partnership interest in ZC Limited. See Note (3)
above.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

(8) Includes vested options to purchase 467,310 shares and
3,556 shares issuable pursuant to warrants. Of the shares
indicated, 637 shares (including 481 shares issuable
pursuant to warrants) are owned by members of Mr.
Lawrence's family.

(9) Includes 118,997 shares issuable pursuant to warrants
and vested options to purchase 403,000 shares. The number
of shares indicated includes shares and warrant shares held
as co-trustee under the Jacor Communications, Inc.
Retirement Plan (the "Retirement Plan"). See Note (10)
below. Also includes 15 shares and 58 warrants owned by Mr.
Michaels' wife, as to which Mr. Michaels disclaims
beneficial ownership. Does not include 300,000 shares
subject to a contingent right of acquisition held by a
corporation owned by Mr. Michaels.

(10) Includes 233,024 shares (including 112,820 shares issuable
pursuant to warrants) held under the Retirement Plan with
respect to which Messrs. Michaels, Weber and Berry as co-
trustees, share voting and investment power. Of these
233,024 shares, 9,093 shares (including 5,033 shares
issuable pursuant to warrants) are beneficially owned by the
named executives.

(11) Includes vested options to purchase 3,000 shares.

(12) Includes 112,801 shares issuable pursuant to warrants and
vested options to purchase 215,000 shares. The number of
shares indicated includes shares and warrant shares held as
co-trustee under the Retirement Plan. See Note (10) above.

(13) Includes 112,801 shares issuable pursuant to warrants and
vested options to purchase 12,460 shares. The number of
shares indicated includes shares and warrant shares held as
co-trustee under the Retirement Plan. See Note (10) above.

(14) Includes 639,136 shares issuable pursuant to warrants,
vested options to purchase 1,152,770 shares and 233,005
shares (including 112,801 shares issuable pursuant to
warrants not included in the 639,136 above) held under
the Retirement Plan.

No agreements, formal or informal, exist among the various
officers and Directors to vote their shares collectively.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

Item 13. Certain Relationships and Related Transactions

Effective January 1, 1994, a subsidiary of the Company and a
corporation wholly-owned by Randy Michaels, the President of the Company,
formed a limited partnership (the "Partnership") in a transaction whereby
the Partnership now owns all of the stock of Critical Mass Media, Inc., a
marketing research and radio consulting business. 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 on 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 the
Company's 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 the year 2001 in exchange for 300,000 shares of the Company's
Common Stock. In addition, if certain events occur prior to January 1,1999
including, without limitation, Mr. Michaels' termination as President of
the Company, a reduction of Mr. Michaels' annual base salary by more than
10%, 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 Company'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 the Company's Common Stock.

In 1994, the Company entered into a real estate lease for new office
space for its Atlanta operations from an affiliate of Zell/Chilmark. The
annual rental rate is approximately $330,000. The Company believes that the
terms of such lease were negotiated at arm's length and were competitive
with prevailing market rates for similar space in the Atlanta market.
During 1995, the Company also paid legal fees to the law firm of Rosenberg
& Liebentritt, P.C., of which firm Mrs. Rosenberg, a director of the
Company, is President and a member.

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

PART IV

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

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

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

Page Number

(2) Financial Statement Schedules

Report of Coopers & Lybrand,
Independent Accountants 49

Schedule II - Valuation and Qualifying
Accounts and Reserves 108

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

(3) Exhibits

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

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

(b) Reports on Form 8-K:

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

JACOR COMMUNICATIONS, INC, AND SUBSIDIARIES

SIGNATURES

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

JACOR COMMUNICATIONS, INC.
(The Company)

Date March 29, 1996 By /s/ R. Christopher Weber
R. Christopher Weber,
Senior Vice President and
Chief Financial Officer

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

Date March 29, 1996 /s/ Randy Michaels
Randy Michaels,
President, Co-Chief
Operating Officer and Director
(Principal Executive Officer)

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

Date March 29, 1996 /s/ Sheli Z. Rosenberg
Sheli Z. Rosenberg,
Board Chair and Director
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

SIGNATURES, Continued

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

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

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

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

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

INDEX TO EXHIBIT

Exhibit Name and Description/Location

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

2.2 Stockholders Agreement dated February 12, 1996 among
the Registrant, JCAC, Inc., Great American Insurance Company,
American Financial Corporation, American Financial Enterprises,
Inc., Carl H. Lindner, The Carl H. Lindner Foundation and S.
Craig Lindner. Incorporated by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K dated February 27, 1996.
*

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

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

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

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

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

INDEX TO EXHIBIT

Exhibit Name and Description/Location

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

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

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

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

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

Exhibit Name and Description/Location

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

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

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

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

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

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

INDEX TO EXHIBIT

Exhibit Name and Description/Location

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

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

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

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

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

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

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

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

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

INDEX TO EXHIBIT

Exhibit Name and Description/Location

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

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

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

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

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

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

INDEX TO EXHIBIT

Exhibit Name and Description/Location

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

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

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

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

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

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

INDEX TO EXHIBIT

Exhibit Name and Description/Location

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

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

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

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

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

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

INDEX TO EXHIBIT

Exhibit Name and Description/Location

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

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

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

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

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

11 Statement re computation of per share earnings. See
page 102.

21 Subsidiaries of Registrant. See page 103.

23.1 Consent of Independent Accountants. See page 104.

27 Financial Data Schedule. See page 105.

99.1 Press Release dated February 13, 1996. See pages
106 and 107.

INDEX TO EXHIBIT

Exhibit Name and Description/Location

(*) Incorporated by reference as indicated.

(+) Management Contracts and Compensatory Arrangements.

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

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

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

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

INDEX TO EXHIBIT

Exhibit Name and Description/Location

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

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

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

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

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

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

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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

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

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

1995 1994 1993

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

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

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

NOTE:

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

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

EXHIBIT 21

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

Percentage
State of of Equity
Name of Company Relationship Incorporation Ownership

Jacor Broadcasting Subsidiary Florida 100%
of Florida, Inc.

Jacor Broadcasting Subsidiary Georgia 100%
of Atlanta, Inc.

Jacor Broadcasting Subsidiary Delaware 100%
of Knoxville,Inc.

Jacor Broadcasting
of Colorado, Inc. Subsidiary Colorado 100%

Jacor National Corp. Subsidiary Delaware 100%

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

Jacor Cable, Inc. Subsidiary Kentucky 100%

Jacor Broadcasting
Corporation Subsidiary Ohio 100%

Broadcast Finance, Inc. Subsidiary Ohio 100%

Chesapeake Securities,
Inc. Subsidiary Delaware 100%

JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

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

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

EXHIBIT 99.1

JACOR REPORTS CONTINUED IMPROVEMENTS IN
BROADCAST CASH FLOW

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

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

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

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

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

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

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

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

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

1995 1994 1995 1994

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

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

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

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

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

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

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

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

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

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

<FN>

(1) Operating income before depreciation and amortization and corporate
general and administrative expenses.
</TABLE>

<TABLE>
JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
for the years ended December 31, 1995, 1994 and 1993
<CAPTION>
Additions
Balance at Charged to Operating
Beginning Costs and Companies
Description of Period Expenses Acquired
<S> <C> <C> <C>
Year ended December 31, 1995:
Allowance for doubtful trade
accounts receivable $ 1,348,291 $ 1,136,888
Allowance for uncollectible
notes receivable $ 550,000 $ (200,000)

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

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

</TABLE>

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

<CAPTION>
Deductions
Accounts Operating Balance
Written off, Companies at End
Description Net Disposed of Period
<S> <C> <C> <C>
Year ended December 31, 1995:
Allowance for doubtful trade
accounts receivable $ (879,315) $ 1,605,864
Allowance for uncollectible
notes receivable $ 350,000

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

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

<ARTICLE> 5
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 7,437
<SECURITIES> 0
<RECEIVABLES> 26,868
<ALLOWANCES> 1,606
<INVENTORY> 0
<CURRENT-ASSETS> 36,615
<PP&E> 38,524
<DEPRECIATION> 7,723
<TOTAL-ASSETS> 208,839
<CURRENT-LIABILITIES> 12,180
<BONDS> 45,500
<COMMON> 1,816
0
0
<OTHER-SE> 137,257
<TOTAL-LIABILITY-AND-EQUITY> 208,839
<SALES> 0
<TOTAL-REVENUES> 133,103
<CGS> 0
<TOTAL-COSTS> 101,503
<OTHER-EXPENSES> 12,983
<LOSS-PROVISION> 1,137
<INTEREST-EXPENSE> 1,444
<INCOME-PRETAX> 18,265
<INCOME-TAX> 7,300
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,965
<EPS-PRIMARY> .52
<EPS-DILUTED> .52

</TABLE>