CLEAR CHANNEL COMMUNICATIONS INC, 424B3, 1999-05-21

CLEAR CHANNEL COMMUNICATIONS INC
424B3, 1999-05-21
ADVERTISING

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<PAGE> 1

Filed Pursuant to Rule 424(b)(3)
PROSPECTUS Registration No. 333-77979

<TABLE>
<S> <C> <C>
20,000,000 SHARES
CLEAR CHANNEL COMMUNICATIONS, INC.
[LOGO] COMMON STOCK
</TABLE>

------------------------
Of the 20,000,000 shares of our common stock being offered by this
prospectus, 15,002,543 are being offered by the selling shareholder listed under
the heading "Selling Shareholder" on page 22 and 4,997,457 are being offered by
us. Our common stock trades on the New York Stock Exchange under the symbol
"CCU." On May 19, 1999, the last reported sale price of our common stock on the
New York Stock Exchange was $70.625 per share. This is a firm commitment
underwriting.

------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.

------------------------

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public Offering Price.............................. $70.625 $1,412,500,000
Underwriting Discount.............................. $ 2.030 $ 40,600,000
Proceeds, before expenses, to Selling
Shareholder...................................... $68.595 $1,029,099,437
Proceeds, before expenses, to Clear Channel........ $68.595 $ 342,800,563
</TABLE>

------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

We intend to grant an option for the purchase of an additional 3,000,000
shares of common stock to the underwriters to cover over-allotments.

------------------------
BT ALEX. BROWN
MORGAN STANLEY DEAN WITTER
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY

<TABLE>
<S> <C>
CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO.
LEHMAN BROTHERS SCHRODER & CO. INC.

Banc of America Securities BancBoston Robertson Stephens
LLC First Union Capital Markets
Donaldson, Lufkin & Jenrette Corp.
ING Baring Furman Selz LLC PaineWebber Incorporated
Prudential Securities Thomas Weisel Partners LLC
</TABLE>

------------------------
THE DATE OF THIS PROSPECTUS IS MAY 20, 1999.
<PAGE> 2

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

This document contains certain forward-looking statements about us within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Although we believe that, in making any such
statements, our expectations are based on reasonable assumptions, any such
statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. When used in this
document, the words "anticipates," "believes," "expects," "intends," and similar
expressions, as they relate to us or our management, are intended to identify
such forward-looking statements. These forward-looking statements are subject to
numerous risks and uncertainties. Important factors that could cause actual
results to differ materially from those in forward-looking statements, certain
of which are beyond our control, include:

- the impact of general economic conditions in the U.S. and in other
countries in which we currently do business;

- industry conditions, including competition;

- fluctuations in exchange rates and currency values;

- capital expenditure requirements;

- legislative or regulatory requirements;

- interest rates;

- taxes; and

- access to capital markets.

The actual results, performance or achievements by us could differ
materially from those expressed in, or implied by, these forward-looking
statements. Accordingly, we cannot be certain that any of the events anticipated
by the forward-looking statements will occur or, if any of them do, what impact
they will have on us.

---------------------

You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover. Our business, financial condition, results of operations and
prospects may have changed since that date.

2
<PAGE> 3

SUMMARY

This summary may not contain all of the information that may be important
to you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. All information set forth
in this prospectus has been adjusted to reflect two-for-one stock splits
effected in December 1996 and July 1998. Unless we state otherwise, the
information in this prospectus assumes no exercise by the underwriters of their
option to purchase an additional 3,000,000 shares of common stock.

CLEAR CHANNEL

We are a diversified media company with two business segments: broadcasting
and outdoor advertising. As of May 4, 1999, immediately after our merger with
Jacor Communications, Inc., we owned, programmed, or sold airtime for 430
domestic radio stations, two international radio stations and 19 domestic
television stations. In addition, as of December 31, 1998, we were one of the
world's largest outdoor advertising companies based on a total advertising
display inventory of approximately 89,008 domestic display faces and 213,566
international display faces.

During the year ended December 31, 1998, we derived approximately 48% of
our net revenue from broadcasting operations and approximately 52% from outdoor
advertising operations. A brief description of each of our primary lines of
business follows:

BROADCASTING

As of May 4, 1999, we owned, programmed or sold airtime for 284 FM and 146
AM radio stations, and 19 television stations in 101 domestic markets. Our radio
stations employ a wide variety of programming formats, such as News/Talk/Sports,
Country, Adult Contemporary, Urban and Rock. We also operate several radio
networks and produce more than 50 syndicated programs and services for more than
4,000 radio stations. Our syndicated programs include Rush Limbaugh, The Dr.
Laura Schlessinger Show and Dr. Dean Edell, the top three rated radio programs
in the United States. In addition, we currently own the following interests in
radio broadcasting companies:

- a 50% equity interest in the Australian Radio Network Pty., Ltd., which
operates radio stations in Australia;

- a one-third equity interest in New Zealand Radio Network, which operates
radio stations in New Zealand;

- a 29.1% non-voting equity interest in Heftel Broadcasting Corporation, a
leading domestic Spanish-language radio broadcaster;

- a 40% equity interest in Grupo Acir Communicaciones, S.A. de C.V., one of
the largest radio broadcasters in Mexico; and

- a 50% equity interest in Radio Bonton, a.s., which owns an FM radio
station in the Czech Republic.

Our television stations are affiliated with various television networks,
including FOX, UPN, ABC, NBC and CBS. The primary sources of programming for our
ABC, NBC and CBS affiliated television stations are their respective networks,
which produce and distribute programming in exchange for each station's
commitment to air the programming at specified times and for commercial
announcement time during the programming. We supply the majority of programming
to our FOX and UPN affiliates by selecting and purchasing syndicated television
programs.

3
<PAGE> 4

OUTDOOR ADVERTISING

As of December 31, 1998, we owned a total of 302,574 advertising display
faces, including 5,783 display faces operated under license management
agreements, and we provided outdoor advertising services in over 32 domestic
markets and 14 international markets. Our domestic display faces include
billboards of various sizes and various small display faces on the interior and
exterior of various public transportation vehicles. Our international display
faces include street furniture, transit displays and billboards of various
sizes. We also operate numerous smaller displays such as cube displays in retail
malls and convenience store window displays. Additionally, we currently own the
following interests in outdoor advertising companies:

- a 50% equity interest in Hainan White Horse Advertising Media Investment
Co. Ltd., which operates street furniture displays in China;

- a 40% equity interest in Expoplakat AS, which operates billboard displays
in Estonia;

- a 50% equity interest in Sirocco International SA, which is developing a
new 8 square meter format network and obtaining concessions for 2 square
meter format panels in France;

- a 50% equity interest in Adshel Street Furniture Pty., Limited, which
operates street furniture displays in Australia and New Zealand;

- a 30% equity interest in Capital City Posters Pty., Ltd, which operates
street furniture and billboard displays in Singapore; and

- a 31.9% equity interest in Master & More Co., Ltd, which operates
billboard displays in Thailand.

Our principal executive offices are located at 200 Concord Plaza, Suite
600, San Antonio, Texas 78216 (telephone: 210-822-2828).

RECENT DEVELOPMENTS

On May 4, 1999, we closed our merger with Jacor Communications, Inc.
Pursuant to the terms of the merger agreement, each share of Jacor common stock
was exchanged for 1.1573151 shares of our common stock. Approximately 60.9
million shares of our common stock were issued in the Jacor merger. We also
assumed Jacor's outstanding debt. At March 31, 1999, Jacor had total outstanding
indebtedness of approximately $1.6 billion, including publicly traded notes in
the aggregate principal amount of $539.6 million and Liquid Yield Option Notes
which had an aggregate accreted value of $308.2 million. Jacor options and stock
appreciation rights outstanding at the time of the merger are now exercisable
for approximately 3.4 million shares of our common stock. In addition, Jacor
common stock purchase warrants and LYONs are exercisable or convertible into
approximately 12.6 million shares of our common stock.

At the time of the Jacor merger, Jacor owned, programmed or sold airtime
for 157 FM and 81 AM radio stations and one television station. Jacor also
produced more than 50 syndicated programs and services for more than 4,000 radio
stations.

We frequently evaluate strategic opportunities both within and outside our
existing lines of business and from time to time enter into letters of intent.
Although we have no definitive agreements with respect to significant
acquisitions not set forth in this prospectus, we expect from time to time to
pursue additional acquisitions and may decide to dispose of certain businesses.
These additional acquisitions or dispositions could be material.

4
<PAGE> 5

THE OFFERING

Common stock offered by the selling
shareholder......................... 15,002,543 shares

Common stock offered by Clear
Channel............................. 4,997,457 shares

Common stock outstanding after the
offering(1)......................... 332,075,532 shares

Use of proceeds..................... We intend to use the net proceeds of
the offering relating to the shares to
be sold by us to repay indebtedness
under our domestic revolving credit
facility. We will not receive any
proceeds of the offering relating to
the shares to be sold by the selling
shareholder.

Risk factors........................ See "Risk Factors" beginning on page 8
for a discussion of factors you should
carefully consider before deciding to
invest in the common stock.

New York Stock Exchange symbol...... CCU
- ---------------

(1) Excludes approximately 849,000 shares of common stock issuable upon the
completion of the acquisition of Dame Media, approximately 12.6 million
shares of common stock issuable to holders of Jacor warrants and Liquid
Yield Option Notes, approximately 10.2 million shares of common stock
issuable pursuant to outstanding stock options including those assumed by us
in our merger with Jacor, approximately 161,000 shares of common stock
issuable pursuant to phantom stock plan obligations assumed by us as part of
our acquisition of 93% of the outstanding stock of Eller Media Corporation
and approximately 1.9 million shares of common stock issuable upon exercise
of the right of the holders of the minority interest in Eller Media to
require us to acquire such minority interest.

5
<PAGE> 6

SUMMARY HISTORICAL FINANCIAL DATA

The following sets forth our summary historical financial data for the
three years ended December 31, 1998 and the three month periods ended March 31,
1998 and 1999. After tax cash flow is net income plus depreciation, amortization
of intangibles (including that of non-consolidated affiliates) and deferred
taxes. EBITDA is net income before interest expense, income taxes, and
depreciation and amortization. You should not consider after tax cash flow and
EBITDA in isolation from, or as a substitute for, or more meaningful than,
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 operating performance, or as an alternative to
operating cash flows as a measure of liquidity. Although after tax cash flow and
EBITDA are not calculated in accordance with generally accepted accounting
principles, they are widely used in the media industry as a measure of a
company's operating performance because they assist in comparing performance on
a consistent basis across companies without regard to depreciation and
amortization, which can vary significantly depending on accounting methods,
particularly where acquisitions are involved, or non-operating factors such as
historical cost bases.

Acquisitions and dispositions significantly impact the comparability of the
historical consolidated financial data reflected in this financial data. The
results of interim periods are not necessarily indicative of results of the
entire fiscal year. This information is only a summary and you should read the
information presented below in conjunction with our consolidated financial
statements and related notes, incorporated into this prospectus by reference.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,__
--------------------------------------------------- -----------------------------------
PRO FORMA PRO FORMA
AS ADJUSTED AS ADJUSTED
1996 1997 1998 1998(1) 1998 1999 1999(1)
--------- ----------- ----------- ----------- --------- --------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenue........................ $ 351,739 $ 697,068 $ 1,350,940 $2,364,186 $ 203,642 $ 376,787 $571,450
Operating expenses................. 198,332 394,404 767,265 1,448,212 123,774 244,822 384,578
Depreciation and amortization...... 45,790 114,207 304,972 607,412 43,011 110,648 173,893
Corporate expenses................. 8,527 20,883 37,825 66,040 5,909 12,447 18,076
--------- ----------- ----------- ---------- --------- --------- --------
Operating income................... 99,090 167,574 240,878 242,522 30,948 8,870 (5,097)
Interest expense................... 30,080 75,076 135,766 279,675 25,701 31,832 57,399
Other income (expense)............. 2,230 11,579 12,810 23,013 2,795 10,919 93,940
--------- ----------- ----------- ---------- --------- --------- --------
Income (loss) before income
taxes............................. 71,240 104,077 117,922 (14,140) 8,042 (12,043) 31,444
Income taxes....................... 28,386 47,116 72,353 100,047 4,259 2,889 30,313
--------- ----------- ----------- ---------- --------- --------- --------
Income (loss) before equity income
(loss) of nonconsolidated
affiliates........................ 42,854 56,961 45,569 (114,187) 3,783 (14,932) 1,131
Equity in net income (loss) of
Nonconsolidated affiliates........ (5,158) 6,615 8,462 8,091 1,796 2,196 2,196
--------- ----------- ----------- ---------- --------- --------- --------
Net income (loss).................. $ 37,696 $ 63,576 $ 54,031 $ (106,096) $ 5,579 $ (12,736) $ 3,327
========= =========== =========== ========== ========= ========= ========
Net income (loss) per common
share:(2)
Basic............................. $ 0.26 $ 0.36 $ 0.23 $ (0.34) $ 0.03 $ (0.05) $ 0.01
========= =========== =========== ========== ========= ========= ========
Diluted........................... $ 0.25 $ 0.33 $ 0.22 $ (0.34) $ 0.02 $ (0.05) $ 0.01
========= =========== =========== ========== ========= ========= ========
Weighted average common shares
outstanding
Basic............................. 146,844 176,960 236,060 309,806 196,986 265,850 330,257
========= =========== =========== ========== ========= ========= ========
Diluted........................... 149,260 183,030 249,123 327,702 203,416 280,918 358,006
========= =========== =========== ========== ========= ========= ========
STATEMENT OF CASH FLOWS DATA:
Cash flows from operating
activities........................ $ 107,604 $ 164,820 $ 271,236 $ 69,674 $ 90,273
========= =========== =========== ========= =========
Cash flows from investing
activities........................ $(796,764) $(1,345,793) $(1,599,874) $(201,212) $(148,115)
========= =========== =========== ========= =========
Cash flows from financing
activities........................ $ 700,470 $ 1,188,929 $ 1,340,479 $ 132,656 $ 51,634
========= =========== =========== ========= =========
</TABLE>

6
<PAGE> 7

<TABLE>
<CAPTION>
MARCH 31,
-------------------------------------
PRO FORMA
AS ADJUSTED
1998 1999 1999(1)
---------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 36,498 $ 30,290 $ 45,016
Total assets................................................ 7,539,918 7,490,071 14,113,260
Long-term debt, net of current(3)........................... 2,323,643 2,260,694 3,248,227
Shareholders' equity........................................ 4,483,429 4,505,867 9,004,629
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,__
-------------------------------------------- --------------------------------
PRO FORMA PRO FORMA
AS ADJUSTED AS ADJUSTED
1996 1997 1998 1998(1) 1998 1999 1999(1)
-------- -------- -------- ----------- ------- -------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA:
After tax cash flow......................... $107,318 $213,445 $419,745 $53,855 $113,183
======== ======== ======== ======= ========
EBITDA...................................... $141,952 $299,975 $567,122 $881,038 $78,550 $132,633 $264,932
======== ======== ======== ======== ======= ======== ========
Ratio of earnings to fixed charges.......... 3.63 2.32 1.83 1.29 0.68
======== ======== ======== ======= ========
</TABLE>

- ---------------

(1) As adjusted to reflect the offering and to give effect to the Jacor merger
and certain of our and Jacor's completed acquisitions as if those
transactions had occurred on January 1, 1998 and January 1, 1999, as
appropriate.

(2) Adjusted to reflect the effect of the two-for-one stock splits distributed
in December 1996 and July 1998.

(3) Includes $575 million aggregate principal amount of our 2 5/8% senior
convertible notes due April 1, 2003 issued on March 30, 1998.

7
<PAGE> 8

RISK FACTORS

You should consider carefully the following information in conjunction with
the other information contained in this prospectus and the documents and risk
factors incorporated by reference herein before deciding to acquire the common
stock offered in this prospectus.

LOSSES AND PRO FORMA LOSSES

We reported a net loss for the three months ended March 31, 1999. On a pro
forma basis, giving effect to the Jacor merger, we had a net loss for the year
ended December 31, 1998 and for the three months ended March 31, 1999. We expect
such losses to continue.

AMOUNT OF OUR OUTSTANDING DEBT

We currently use a significant portion of our operating income for debt
service. Our leverage could make us vulnerable to an increase in interest rates
or a downturn in the operating performance of our broadcast properties or
outdoor advertising properties or a decline in general economic conditions. At
March 31, 1999, we had borrowings under our credit facility and other long term
debt outstanding of approximately $2.3 billion and shareholders' equity of $4.5
billion. We expect to continue to borrow funds to finance acquisitions of
broadcasting and outdoor advertising properties, as well as for other purposes.
We may borrow up to $2 billion under our domestic credit facility at floating
rates equal to the London InterBank Offered Rate plus a maximum of 1.0%. At
March 31, 1999, we had borrowed approximately $949.1 million under our domestic
credit facility. In addition, at March 31, 1999, Jacor had total outstanding
indebtedness of approximately $1.6 billion, including publicly traded notes and
LYONs, and stockholders' equity of approximately $1.2 billion. As a result of
our merger with Jacor, we have assumed this indebtedness. Our debt may increase
in the future depending upon our future acquisitions and our operating
performance.

WE MAY NEED TO REPAY OR REDEEM JACOR INDEBTEDNESS

As a result of the Jacor merger, substantially all of Jacor's indebtedness
could become currently payable. At March 31, 1999, Jacor had total outstanding
indebtedness of approximately $1.6 billion, including publicly traded notes in
the aggregate principal amount of $539.6 million and LYONs which had an
aggregate accreted value of $308.2 million. Jacor's credit facility has been
refinanced. The Jacor merger has also triggered the change in control provisions
of the Jacor notes and LYONs, and the holders of these securities may require us
to repurchase their securities. We must offer to purchase the outstanding Jacor
notes for consideration equal to 101% of the principal amount, plus any accrued
and unpaid interest. We must also offer to purchase the outstanding Jacor LYONs.
In the event that the holders require that we purchase all or a substantial
portion of the Jacor notes and LYONs, there can be no assurance that we would
have the funds available to satisfy such obligations.

OUR OPERATIONS MAY BE RESTRICTED BY INDEBTEDNESS

Our credit facility contains numerous restrictions, including limitations
on capital expenditures, the incurrence of additional indebtedness, payment of
cash dividends, and requirements to maintain certain financial ratios. In
addition, our subsidiaries' indebtedness may restrict our operations as well. In
particular, if all or part of the Jacor indebtedness remains outstanding because
either the Jacor debt holders do not accept our mandatory offers to purchase
such indebtedness or we do not otherwise purchase such indebtedness on
acceptable terms, the terms of such indebtedness may restrict the ability of
Jacor and its subsidiaries to make funds available to us in the form of
dividends, loans, advances or otherwise. Much of Jacor's indebtedness is high
yield indebtedness and restricts Jacor and its subsidiaries from incurring
additional indebtedness, selling assets or stock, engaging in asset swaps,
mergers or consolidations and entering into transactions with affiliates. The
covenants for this type of indebtedness are more restrictive than those
contained in our public indebtedness. Accordingly, our indebtedness, including
our subsidiaries'

8
<PAGE> 9

indebtedness, may, among other things, cause us to incur substantial
consolidated interest expense and principal repayment obligations and limit our
ability to obtain additional debt financing.

WE MAY HAVE DIFFICULTIES IN COMBINING OUR OPERATIONS WITH JACOR

We may not be able to successfully combine the operations of Jacor with our
own operations. Any unexpected delays or costs of combining the two companies
could adversely affect us and disrupt our operations. Additionally, the
operations, management and personnel of the two companies may not be compatible.
Following the Jacor merger, we may experience the loss of key personnel.

DEPENDENCE ON KEY PERSONNEL

Our business is dependent upon the performance of certain key employees,
including our chief executive officer and other executive officers. We also
employ or independently contract with several on-air personalities and hosts of
syndicated radio programs with significant loyal audiences in their respective
markets. Although we have entered into long-term agreements with certain of our
executive officers, key on-air talent and program hosts to protect our interests
in those relationships, we can give no assurance that such key personnel will
remain with us or will retain their audiences.

OUR INTERNATIONAL OPERATIONS HAVE ADDED RISKS

Doing business in foreign countries carries with it certain risks that are
not found in doing business in the United States. We currently derive a portion
of our revenues from international radio and outdoor operations in Europe,
Mexico, Australia and New Zealand. The risks of doing business in foreign
countries, which could result in losses against which we are not insured,
include:

- potential adverse changes in the diplomatic relations of foreign
countries with the United States;

- hostility from local populations;

- the adverse effect of currency exchange controls;

- restrictions on the withdrawal of foreign investment and earnings;

- government policies against businesses owned by foreigners;

- expropriations of property;

- the potential instability of foreign governments;

- the risk of insurrections;

- risks of renegotiation or modification of existing agreements with
governmental authorities;

- foreign exchange restrictions; and

- changes in taxation structure.

EXCHANGE RATES MAY CAUSE FUTURE LOSSES IN INTERNATIONAL OPERATIONS

Because we own assets overseas and derive revenues from our international
operations, we may incur currency translation losses due to changes in the
values of foreign currencies and in the value of the U.S. dollar. We cannot
predict the effect of exchange rate fluctuations upon future operating results.
To reduce a portion of our exposure to the risk of international currency
fluctuations, we maintain a hedge by incurring amounts of debt in some
currencies approximately equivalent to our net assets in those currencies. We
review this hedge position monthly. We currently maintain no other derivative
instruments to reduce the exposure to translation and/or transaction risk but
may adopt other hedging strategies in the future.

9
<PAGE> 10

EXTENSIVE GOVERNMENT REGULATION MAY LIMIT OUR OPERATIONS

Broadcasting. The federal government extensively regulates the domestic
broadcasting industry, and any changes in the current regulatory scheme could
significantly affect us. Our broadcasting business depends upon maintaining
broadcasting licenses issued by the Federal Communications Commission for
maximum terms of eight years. Renewals of broadcasting licenses can be attained
only through the FCC's grant of appropriate applications. Although the FCC
rarely denies a renewal application, the FCC could deny future renewal
applications. Such a denial could adversely affect our operations.

The federal communications laws limit the number of broadcasting properties
we may own in a particular area. While the Telecommunications Act of 1996
relaxed the FCC's multiple ownership limits, any subsequent modifications that
tighten those limits could adversely affect us by making it impossible for us to
complete the acquisition of stations in potential acquisitions or requiring us
to divest stations we have already acquired.

Moreover, changes in other governmental regulations and policies may have a
material impact upon us. For example, we currently provide programming to
several television stations we do not own and receive programming from other
parties for certain television stations we do own. These programming
arrangements are made through contracts known as local marketing agreements. The
FCC is currently considering revisions to its policy regarding television local
marketing agreements. These revisions could restrict our ability to enter into
television local marketing agreements in the future, as well as require us to
terminate our programming arrangements under existing local marketing
agreements.

Antitrust. Additional acquisitions by us of radio and television stations
and outdoor advertising properties will require antitrust review by the federal
antitrust agencies, and we can give no assurances that the Department of Justice
or the Federal Trade Commission will not seek to bar us from acquiring
additional radio or television stations or outdoor advertising properties in any
market where we already have a significant position. Following the passage of
the Telecommunications Act of 1996, the DOJ has become more aggressive in
reviewing proposed acquisitions of radio stations, particularly in instances
where the proposed acquirer already owns one or more radio station properties in
a particular market and seeks to acquire another radio station in the same
market. The DOJ has, in some cases, obtained consent decrees requiring radio
station divestitures in a particular market based on allegations that
acquisitions would lead to unacceptable concentration levels. The DOJ also
actively reviews proposed acquisitions of outdoor advertising properties. In
addition, the antitrust laws of foreign jurisdictions will apply if we acquire
international broadcasting properties.

Environmental. As the owner or operator of various real properties and
facilities, especially in our outdoor advertising operations, we must comply
with various federal, state and local environmental laws and regulations.
Historically, we have not incurred significant expenditures to comply with these
laws. However, additional environmental laws passed in the future or a finding
of a violation of existing laws could require us to make significant
expenditures.

GOVERNMENT REGULATION OF OUTDOOR ADVERTISING MAY ADVERSELY AFFECT OUTDOOR
ADVERTISING OPERATIONS

The outdoor advertising industry is subject to extensive governmental
regulation at the federal, state and local level and compliance with existing
and future regulations could have a significant financial impact on us. Federal
law, principally the Highway Beautification Act of 1965, encourages states to
implement legislation to restrict billboards located within 660 feet of, or
visible from, highways except in commercial or industrial areas. Every state has
implemented regulations at least as restrictive as the Highway Beautification
Act, including a ban on the construction of new billboards along federally-aided
highways and the removal of any illegal signs on these highways at the owner's
expense and without any compensation.

States and local jurisdictions have, in some cases, passed additional
regulations on the construction, size, location and, in some instances,
advertising content of outdoor advertising structures adjacent to
federally-aided highways and other thoroughfares. From time to time governmental
authorities order the

10
<PAGE> 11

removal of billboards by the exercise of eminent domain and certain
jurisdictions have also adopted amortization of billboards in varying forms.
Amortization permits the billboard owner to operate its billboard only as a
non-conforming use for a specified period of time, after which it must remove or
otherwise conform its billboards to the applicable regulations at its own cost
without any compensation. Several municipalities within our existing markets
have adopted amortization ordinances. We can give no assurance that we will be
successful in negotiating acceptable arrangements in circumstances in which our
displays are subject to removal or amortization, and what effect, if any, such
regulations may have on our operations.

In addition, we are unable to predict what additional regulations may be
imposed on outdoor advertising in the future. Legislation regulating the content
of billboard advertisements and additional billboard restrictions have been
introduced in Congress from time to time in the past. Changes in laws and
regulations affecting outdoor advertising at any level of government, including
laws of the foreign jurisdictions in which we operate, could have a material
adverse effect on us.

OUR ACQUISITION STRATEGY COULD POSE RISKS

Operational Risks. We intend to grow through the acquisition of
broadcasting companies and assets, outdoor advertising companies, individual
outdoor advertising display faces, and other assets that we believe will assist
our customers in marketing their products and services. Our acquisition strategy
involves numerous risks, including:

- Certain of such acquisitions may prove unprofitable and fail to generate
anticipated cash flows;

- To successfully manage a rapidly expanding and significantly larger
portfolio of broadcasting and outdoor advertising properties, we may need
to recruit additional senior management and expand corporate
infrastructure;

- We may encounter difficulties in the integration of operations and
systems;

- Management's attention may be diverted from other business concerns; and

- We may lose key employees of acquired companies or stations.

We frequently evaluate strategic opportunities both within and outside our
existing lines of business. We expect from time to time to pursue additional
acquisitions and may decide to dispose of certain businesses. Such acquisitions
or dispositions could be material.

Capital Requirements Necessary for Additional Acquisitions. We will face
stiff competition from other broadcasting and outdoor advertising companies for
acquisition opportunities. If the prices sought by sellers of these companies
continue to rise, we may find fewer acceptable acquisition opportunities. In
addition, the purchase price of possible acquisitions could require additional
debt or equity financing on our part. We can give no assurance that we will
obtain the needed financing or that we will obtain such financing on attractive
terms. Additional indebtedness could increase our leverage and make us more
vulnerable to economic downturns and may limit our ability to withstand
competitive pressures. Additional equity financing could result in dilution to
our shareholders.

11
<PAGE> 12

WE FACE INTENSE COMPETITION IN THE BROADCASTING AND OUTDOOR ADVERTISING
INDUSTRIES

Our business segments are in highly competitive industries, and we may not
be able to maintain or increase our current audience ratings and advertising
revenues. Our radio and television stations and outdoor advertising properties
compete for audiences and advertising revenues with other radio and television
stations and outdoor advertising companies, as well as with other media, such as
newspapers, magazines, cable television, and direct mail, within their
respective markets. Audience ratings and market shares are subject to change,
which could have an adverse effect on our revenues in that market. Other
variables that could affect our financial performance include:

- economic conditions, both general and relative to the broadcasting
industry;

- shifts in population and other demographics;

- the level of competition for advertising dollars;

- fluctuations in operating costs;

- technological changes and innovations;

- changes in labor conditions; and

- changes in governmental regulations and policies and actions of federal
regulatory bodies.

NEW TECHNOLOGIES MAY AFFECT OUR BROADCASTING OPERATIONS

The FCC is considering ways to introduce new technologies to the radio
broadcast industry, including satellite and terrestrial delivery of digital
audio broadcasting and the standardization of available technologies which
significantly enhance the sound quality of AM broadcasts. We are unable to
predict the effect such technologies will have on our broadcasting operations,
but the capital expenditures necessary to implement such technologies could be
substantial. We also face risks in implementing the conversion of our television
stations to digital television, which the FCC has ordered and for which it has
established a timetable. We will incur considerable expense in the conversion to
digital television and are unable to predict the extent or timing of consumer
demand for digital television services. Moreover, the FCC may impose additional
public service obligations on television broadcasters in return for their use of
digital television spectrum. This could add to our operational costs. The most
contentious issue yet to be resolved is the extent to which cable systems will
be required to carry broadcasters' new digital channels. Our television stations
are highly dependent on their carriage by cable systems in the areas they serve.
Thus, FCC rules that impose no or limited obligations on cable systems to carry
the digital television signals of television broadcast stations in their local
markets could adversely affect our television operations.

RESTRICTIONS ON OUTDOOR TOBACCO ADVERTISING AND ALCOHOL ADVERTISING MAY CAUSE A
REDUCTION IN OUR REVENUES

Regulations, potential legislation and recent settlement agreements related
to outdoor tobacco advertising could have a material adverse effect on us. The
major U.S. tobacco companies that are defendants in numerous class action suits
throughout the country recently reached an out-of-court settlement with 46
states, the District of Columbia, and five U.S. territories that includes a ban
on outdoor advertising of tobacco products. The settlement agreement was
finalized on November 23, 1998, but must be ratified by the courts in each of
the jurisdictions participating in the settlement. In accordance with the
settlement, the ban on outdoor advertising of tobacco products went into effect
on April 23, 1999. In addition to the mass settlement, the tobacco industry
previously had come to terms with the remaining four states individually. The
terms of such individual settlements also included bans on outdoor advertising
of tobacco products. The elimination of billboard advertising by the tobacco
industry will cause a reduction in our direct revenues from such advertisers and
may simultaneously increase the available space on the existing inventory of
billboards in the outdoor advertising industry. This industry-wide increase in
space may in turn result in a lowering of outdoor advertising rates or limit the
ability of industry participants to increase rates for some period of time.

12
<PAGE> 13

In addition to the settlement agreements, state and local governments are
also regulating the outdoor advertising of alcohol and tobacco products. For
example, several states and cities have laws restricting outdoor advertising of
tobacco products near schools and other locations frequented by children. Some
cities have proposed even broader restrictions, including complete bans on
outdoor tobacco advertising on billboards, signs, kiosks, and private business
window displays. Similarly, several state and local governments have passed laws
or ordinances severely restricting or banning outdoor advertising of alcoholic
beverages. The legality of some of these restrictions on outdoor advertising of
tobacco products and alcoholic beverages has been challenged on constitutional
grounds with mixed results in court. Thus, it can be expected that state and
local governments may continue to propose or pass similar laws and ordinances to
limit outdoor advertising of alcohol, tobacco and other products or services in
the future. Legislation regulating tobacco and alcohol advertising has also been
introduced in a number of European countries in which we conduct business, and
could have a similar impact.

WE MUST SUCCESSFULLY IMPLEMENT JACOR'S STRATEGY TO DEVELOP UNDERDEVELOPED
PROPERTIES

We may not be able to improve the performance of our portfolio of
underdeveloped properties. Before the Jacor merger, part of Jacor's business
strategy had been to improve the broadcast cash flow and ratings of its
underdeveloped properties that had insignificant broadcast cash flow or
insignificant ratings. In evaluating acquisition opportunities, Jacor had sought
out underdeveloped properties because Jacor believed that such radio stations
would provide the potential for the greatest improvement in broadcast cash flow.
Typically, Jacor would make a substantial investment in an underdeveloped
property to improve its programming operations and/or signal. Approximately
one-half of Jacor's portfolio of radio stations represented underdeveloped
properties. We can give no assurance that we will be successful in improving the
performance of these underdeveloped properties, even if we incur substantial
costs in our attempt to improve the performance of these properties. Our failure
to succeed in improving the performance of these underdeveloped properties could
have an adverse effect on our financial condition and results of operations.

FAILURE TO RENEW OUR NETWORK AFFILIATION CONTRACTS MAY CAUSE A REDUCTION IN
REVENUE

The failure to renew our network affiliation agreements or the renewal of
those agreements on terms less favorable than our existing agreements could
cause a reduction in revenue generated by our television stations. Our
television stations are affiliated with various television networks which
produce and distribute programming in exchange for each station's commitment to
air the programming at specified times and for commercial announcement time
during the programming. Revenue from our television stations is generated, in
part, by fees received from the affiliated television networks. The network
affiliation agreements must be renewed from time to time. There can be no
assurance that our network affiliation agreements can be renewed on terms as
favorable as those in our existing agreements, if at all.

WE COULD BE ADVERSELY AFFECTED BY YEAR 2000 PROBLEMS

We are exposed to the risk that the year 2000 issue could cause system
failures or miscalculations in our broadcast, outdoor and corporate locations
which could cause disruptions of operations, including, among other things, a
temporary inability to produce broadcast signals, process financial
transactions, or engage in similar normal business activities. As a result, we
have determined that we will be required to modify or replace portions of our
software and certain hardware so that those systems will properly utilize dates
beyond December 31, 1999. We presently believe that with modifications or
replacements of existing software and certain hardware, the year 2000 issue can
be mitigated. To date, the amounts incurred and expensed for developing and
carrying out the plans to complete the year 2000 modifications have not had a
material effect on our operations. We plan to complete the year 2000
modifications, including testing, by July 1, 1999. The total remaining cost for
addressing year 2000 is not expected to be material to our operations. If such
modifications and replacements are not made, are not completed on time or are
insufficient to prevent systems failures or other disruptions, the year 2000
issue could have a material impact on our operations.

In addition, the possibility of interruption exists in the event that the
information systems of our significant vendors are not year 2000 compliant. The
inability of such vendors to complete their year 2000

13
<PAGE> 14

resolution process in a timely fashion could materially impact us. The effect of
non-compliance by such vendors is not determinable. In addition, disruptions in
the economy generally resulting from the year 2000 issues could also materially
adversely affect us. We could be subject to litigation for computer systems
failure, for example, equipment shutdown or failure to properly date business
records. The amount of potential liability and lost revenue cannot be reasonably
estimated at this time.

USE OF PROCEEDS

Our net proceeds from this offering are approximately $342.1 million
($547.8 million if the underwriters' over-allotment option is exercised in full)
at the offering price of $70.625 per share, after deducting the underwriting
discount and estimated offering expenses that we will have paid. We will use the
net proceeds to repay borrowings outstanding under our domestic credit facility.
As of March 31, 1999, approximately $949.1 million in borrowings was outstanding
under our domestic credit facility and the effective interest rate thereon was
approximately 5.19%. Borrowings under this credit facility, which must be paid
in full by June 2005, currently bear interest as of the date of this prospectus
supplement at a floating rate based on the LIBOR plus a maximum of 1.0%.
Previous borrowings under this credit facility were used to fund recent
acquisitions and to refinance certain of the indebtedness assumed by us in
connection with these acquisitions. Upon repayment of such borrowings, the
amount repaid will become immediately available to us for re-borrowing under
this credit facility. We expect that amounts available for re-borrowing under
this credit facility as a result of the application of the net proceeds of this
offering will be used to finance acquisitions. The purchase price of, and the
debt assumed in, future acquisitions are expected to be financed from borrowings
under this credit facility, other debt or equity financings and cash flow from
operations. We will not receive any proceeds from the sale of our common stock
by the selling shareholder.

COMMON STOCK PRICE RANGE AND DIVIDENDS

The common stock trades on the NYSE under the symbol "CCU." The table below
sets forth, for the calendar quarters indicated, the reported high and low
closing prices of the common stock as reported on the NYSE.

<TABLE>
<CAPTION>
CLEAR CHANNEL
COMMON STOCK
MARKET PRICE
---------------
HIGH LOW
------ ------
<S> <C> <C>
1997
First Quarter............................................. $24.81 $17.13
Second Quarter............................................ 31.69 21.38
Third Quarter............................................. 34.38 29.31
Fourth Quarter............................................ 39.72 30.00
1998
First Quarter............................................. 50.03 36.72
Second Quarter............................................ 54.56 44.06
Third Quarter............................................. 61.75 40.38
Fourth Quarter............................................ 54.50 36.12
1999
First Quarter............................................. 67.44 53.13
Second Quarter (through May 19, 1999)..................... 74.00 65.88
</TABLE>

On May 19, 1999, the closing price per share of our common stock was
$70.625. We urge shareholders to obtain current market quotations before making
any decision with respect to an investment in the common stock.

We intend to retain future earnings for use in our business and we do not
anticipate paying any dividends on the common stock in the foreseeable future.
Our credit facility limits our ability to pay dividends, other than dividends
payable wholly in our capital stock.

On May 3, 1999, there were approximately 628 holders of record of our
common stock.

14
<PAGE> 15

CAPITALIZATION

The following table sets forth the current portion of long-term debt and
capitalization of Clear Channel as of March 31, 1999, as adjusted to give effect
to the sale of the 4,997,457 shares of common stock offered by us in this
prospectus and the Jacor merger.

<TABLE>
<CAPTION>
MARCH 31, 1999
-----------------------------------------
AS PRO FORMA
ACTUAL ADJUSTED(1) AS ADJUSTED(2)
---------- ----------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>
Current portion of long-term debt...................... $ 27,023 $ 27,023 $ 62,023
========== ========== ===========
Credit Facility -- domestic............................ 949,100 607,049 607,049
Credit Facility -- international....................... 126,301 126,301 126,301
7.25% Debentures due October 15, 2027.................. 300,000 300,000 300,000
6.25% Senior notes due June 15, 2008................... 125,000 125,000 125,000
6.875% Senior debentures due June 15, 2018............. 175,000 175,000 175,000
2.625% Convertible debentures.......................... 575,000 575,000 575,000
Other long-term debt................................... 10,293 10,293 10,293
Jacor long-term debt(3)................................ -- -- 1,329,584
Jacor LYONs(3)......................................... -- -- 488,070
Shareholders' equity:
Class A Preferred Stock, $1.00 par value, 2,000,000
shares authorized, no shares issued or outstanding... -- -- --
Class B Preferred Stock, $1.00 par value, 8,000,000
shares authorized, no shares issued or outstanding... -- -- --
Common Stock, $.10 par value, 600,000,000 shares
authorized, 266,039,115 shares issued and outstanding
(271,036,572 shares as adjusted)..................... 26,618 27,118 33,059
Additional paid-in capital............................. 4,165,879 4,507,430 8,623,714
Common stock warrants.................................. -- -- 34,486
Retained earnings...................................... 210,926 210,926 210,926
Other equity........................................... (22,727) (22,727) (22,727)
Unrealized gain on investments......................... 125,171 125,171 125,171
---------- ---------- -----------
Total shareholders' equity................... 4,505,867 4,847,918 9,004,629
---------- ---------- -----------
Total capitalization......................... $6,766,561 $6,766,561 $12,740,926
========== ========== ===========
</TABLE>

- ---------------

(1) As adjusted to give effect to this offering and the application of the
estimated net proceeds of approximately $342.1 million at an assumed
offering price of $70.625 per share.

(2) As adjusted to reflect the offering and giving effect to the Jacor merger as
if these transactions had occurred on March 31, 1999.

(3) We assumed Jacor's outstanding indebtedness upon the completion of the Jacor
merger. As of March 31, 1999, Jacor had indebtedness of approximately $1.6
billion, including its LYONs. The amounts in the table above includes
adjustments of approximately $229.9 million to reflect the fair value of
Jacor's indebtedness and merger related expenses. See "Risk
Factors -- Amount of Our Outstanding Debt."

15
<PAGE> 16

BUSINESS

We are a diversified media company with two business segments: broadcasting
and outdoor advertising. We were incorporated in Texas in 1974. As of May 4,
1999, we owned, programmed, or sold airtime for 430 domestic radio stations, two
international radio stations and 19 domestic television stations. In addition,
as of December 31, 1998 we were one of the world's largest outdoor advertising
companies based on total advertising display inventory of 89,008 domestic
display faces and 213,566 international display faces.

During 1998, we derived approximately 48% of our net revenue from
broadcasting operations and approximately 52% from outdoor advertising
operations.

The broadcasting segment includes both radio and television stations for
which we are the licensee and radio and television stations for which we program
or sell air time under local marketing agreements or joint sales agreements. The
broadcasting segment also operates radio networks and produces syndicated
programming. The outdoor advertising segment includes advertising display faces
which we own or operate under lease management agreements.

BROADCASTING

The following table sets forth certain selected information with regard to
each of our 146 AM and 286 FM radio stations; 19 television stations and two
satellite television stations that we owned, programmed, or for which we sold
airtime, as of May 4, 1999 immediately following our merger with Jacor. Excluded
from the following table are the one AM and two FM Mexican radio stations which
we provide programming to and sell airtime for under exclusive sales agency
arrangements.

16
<PAGE> 17

<TABLE>
<CAPTION>
RADIO TELEVISION
--------------------------- ------------------------
AM FM NETWORK
MARKET STATIONS STATIONS TOTAL STATION AFFILIATION
- ------ -------- -------- ----- ------- -----------
<S> <C> <C> <C> <C> <C>
CONNECTICUT
New Haven.................................. 2 1 3 -- --
FLORIDA
Florida Keys............................... 1(a) 7(c) 8 -- --
Ft. Myers/Naples........................... 1 4 5 -- --
Jacksonville............................... 3(d) 6 9 WAWS-TV FOX
WTEV-TV(a) UPN
Miami/Ft. Lauderdale....................... 2 5 7 -- --
Orlando.................................... 2 5 7 -- --
Panama City................................ 1 4 5 -- --
Pensacola.................................. -- 2(e) 2 -- --
Punta Gorda................................ 1 2 3 -- --
Sarasota................................... 2 4(c) 6 -- --
Tallahassee................................ 1 4 5 -- --
Tampa/St. Petersburg....................... 3 5 8 -- --
West Palm Beach............................ 3 4 7 -- --
GEORGIA
Atlanta.................................... 3 6 9 -- --
IDAHO
Boise...................................... 2 4 6 -- --
Idaho Falls/Pocatello...................... 2 3 5 -- --
Twin Falls................................. 1 2 3 -- --
IOWA
Cedar Rapids............................... 2 2 4 -- --
Des Moines................................. 1 2 3 -- --
Ft. Madison/Burlington..................... 2 2 4 -- --
KANSAS
Hoisington................................. -- -- -- KBDK-TV(f)(c) n/a
Salina..................................... -- -- -- KAAS-TV(f) FOX
Wichita.................................... -- -- -- KSAS-TV FOX
KENTUCKY
Lexington.................................. 2 5(g) 7 -- --
Louisville................................. 3 5 8 -- --
LOUISIANA
New Orleans................................ 2 5 7 -- --
Shreveport................................. 2 3 5 -- --
MARYLAND
Baltimore.................................. 1 2 3 -- --
MASSACHUSETTS
Springfield................................ 2 1 3 -- --
MICHIGAN
Grand Rapids............................... 2 4 6 -- --
MINNESOTA
Minneapolis................................ -- -- -- WFTC-TV FOX
MISSISSIPPI
Jackson.................................... 2 2 4 -- --
</TABLE>

17
<PAGE> 18

<TABLE>
<CAPTION>
RADIO TELEVISION
--------------------------- ------------------------
AM FM NETWORK
MARKET STATIONS STATIONS TOTAL STATION AFFILIATION
- ------ -------- -------- ----- ------- -----------
<S> <C> <C> <C> <C> <C>
MISSOURI
St. Louis.................................. 1 5 6 -- --
NEVADA
Las Vegas.................................. -- 4 4 -- --
NEW YORK
Albany..................................... 1 3 4 -- --
Albany/Schenectady/Troy.................... -- -- -- WXXA-TV FOX
Rochester.................................. 2 5 7 -- --
Syracuse................................... 2 3 5 -- --
NORTH CAROLINA
Greensboro................................. 2 2 4 -- --
Raleigh.................................... 1 4 5 -- --
NORTH DAKOTA
Bismark.................................... 1 1 2 -- --
OHIO
Chillicothe................................ 1 -- 1 -- --
Cincinnati................................. 4 4 8 WKRC-TV CBS
Cleveland.................................. 1 5 6 -- --
Columbus................................... 2 3 5 -- --
Dayton..................................... 1 5 6 -- --
Defiance................................... -- 1 1 -- --
Findlay.................................... -- 2 2 -- --
Greenville................................. -- 1 1 -- --
Lima....................................... 1 3 4 -- --
Marion..................................... 1 2 3 -- --
Sandusky................................... 1 2 3 -- --
Springfield................................ 1 -- 1 -- --
Tiffin..................................... 1 1 2 -- --
Toledo..................................... 2 3 5 -- --
Washington Court House..................... 1 1 2 -- --
Youngstown................................. 2 3(h) 5 -- --
OKLAHOMA
Guymon..................................... 1(a) -- 1 -- --
Oklahoma City.............................. 3(g) 4 7 -- --
Tulsa...................................... 2(g) 4(h) 6 KOKI-TV FOX
KTFO-TV(a) UPN
OREGON
Albany/Corvallis........................... 2 2 4 -- --
Medford.................................... 1 4 5 -- --
Portland................................... 2 3(c) 5 -- --
PENNSYLVANIA
Allentown.................................. 1 1 2 -- --
Lancaster.................................. 1 1 2 -- --
Newcastle.................................. 1 1 2 -- --
Reading.................................... 1 1 2
Harrisburg/Lebanon/Lancaster/York.......... -- -- -- WHP-TV CBS
WLHY-TV(a) UPN
</TABLE>

18
<PAGE> 19

- ---------------

(a) Station programmed pursuant to a local marketing agreement (FCC licenses
not owned by us).

(b) Station programmed by another party pursuant to a local marketing
agreement.

(d) Includes two stations to be divested in connection with the Jacor merger.

(e) Includes one station for which we sell airtime pursuant to a joint sales
agreement (FCC license not owned by us).

(f) Satellite station of KSAS-TV in Wichita, Kansas.

(g) Includes one station programmed pursuant to a local marketing agreement
(FCC license not owned by us).

(h) Includes two stations programmed pursuant to local marketing agreements
(FCC licenses not owned by us).

(i) Includes two stations that are owned by CCC-Houston AM, Ltd., in which we
own an 80% interest.

19
<PAGE> 20

We also own the Kentucky News Network based in Louisville, Kentucky, the
Virginia News Network based in Richmond, Virginia, the Oklahoma News Network
based in Oklahoma City, Oklahoma, the Voice of Southwest Agriculture Network
based in San Angelo, Texas, the Clear Channel Sports Network based both in
College Station, Texas, and Des Moines, Iowa, the Alabama Radio Network based in
Birmingham, Alabama, the Tennessee Radio Network based in Nashville, Tennessee,
the University of Miami Sports Network based in Miami, Florida, the Florida
Radio Network based in Orlando, Florida, the University of Florida Sports
Network based in Gainesville, Florida and Orlando, Florida, and the Penn State
Sports Network based in State College, Pennsylvania.

Following our merger with Jacor, we now produce more than 50 syndicated
programs and services for more than 4,000 radio stations, which programs include
Rush Limbaugh, The Dr. Laura Schlessinger Show and Dr. Dean Edell, the top three
rated radio programs in the United States.

OUTDOOR ADVERTISING

The following table sets forth certain selected information with regard to
our outdoor advertising display faces as of December 31, 1998.

<TABLE>
<CAPTION>
TOTAL
DISPLAY
MARKET FACES(A)
- ------ --------
<S> <C>
DOMESTIC:
ARIZONA
Phoenix..................................................... 360
Tucson...................................................... 1,450
CALIFORNIA
Los Angeles(b).............................................. 12,412
North California(c)......................................... 5,177
DELAWARE
Wilmington.................................................. 1,084
FLORIDA
Tampa(d).................................................... 1,999
Atlantic Coast.............................................. 659
Orlando..................................................... 1,968
Jacksonville................................................ 1,075
Gulf Coast.................................................. 625
Miami....................................................... 1,972
Ocala....................................................... 1,058
GEORGIA
Atlanta..................................................... 2,068
ILLINOIS
Chicago..................................................... 7,088
INDIANA
Indianapolis................................................ 1,383
IOWA
Des Moines.................................................. 649
MARYLAND
Baltimore................................................... 1,413
Salisbury................................................... 1,060
Washington, DC.............................................. 669
MINNESOTA
Minneapolis................................................. 1,751
NEW YORK
Yonkers..................................................... 711
Hudson Valley............................................... 401
</TABLE>

20
<PAGE> 21

<TABLE>
<CAPTION>
TOTAL
DISPLAY
MARKET FACES(A)
- ------ --------
<S> <C>
OHIO
Cleveland(e)................................................ 2,276
PENNSYLVANIA
Philadelphia................................................ 2,661
SOUTH CAROLINA
Myrtle Beach................................................ 1,234
TENNESSEE
Chattanooga................................................. 1,487
Memphis..................................................... 2,507
TEXAS
Dallas...................................................... 4,758
San Antonio................................................. 3,480
Houston..................................................... 5,083
El Paso..................................................... 1,293
WISCONSIN
Milwaukee................................................... 1,664
OTHER OUT-OF-HOME
Various..................................................... 9,750
UNION PACIFIC SOUTHERN PACIFIC(F)
Various..................................................... 5,783
INTERNATIONAL:
Belgium..................................................... 2,943
Canada...................................................... 36
Denmark..................................................... 19,996
Estonia..................................................... 220
Finland..................................................... 1,242
France...................................................... 27,526
Great Britain............................................... 43,279
Ireland..................................................... 5,055
Latvia...................................................... 200
Lithuania................................................... 200
Norway...................................................... 4,790
Russia...................................................... 650
Sweden...................................................... 19,917
Taiwan...................................................... 577
Small Transit displays(g)................................... 86,935
-------
Total............................................. 302,574
=======
</TABLE>

(a) Domestic display faces primarily include 20'X60' bulletins, 14'X48'
bulletins, 12'X25' Premier Panels(TM), 25'X25' Premier Plus Panels(TM),
12'X25' 30-sheet posters, 6'X12' 8-sheet posters, and various transit
displays. International display faces include street furniture, various
transit displays and billboards of various sizes.

(b) Includes Los Angeles, San Diego, Orange, Riverside, San Bernardino and
Ventura counties.

(d) Includes Sarasota and Bradenton.

(e) Includes Akron and Canton.

(f) Represents licenses managed under the Union Pacific Southern Pacific
License Management Agreement.

(g) Represents small display faces on the interior and exterior of various
public transportation vehicles.

21
<PAGE> 22

SELLING SHAREHOLDER

The following table sets forth, as of the date of this prospectus,
information with respect to the selling shareholder and the number of shares of
common stock owned by the selling shareholder that are being offered pursuant to
this prospectus.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF
COMMON STOCK AFTER THIS
BENEFICIAL OWNERSHIP OF COMMON OFFERING
STOCK PRIOR TO THIS OFFERING -----------------------
------------------------------ PERCENT OF
PERCENT OF TOTAL SHARES TO BE SOLD TOTAL
NAME SHARES OUTSTANDING IN THIS OFFERING SHARES OUTSTANDING
- ---- ---------- ---------------- ----------------- -------- ------------
<S> <C> <C> <C> <C> <C>
Zell/Chilmark Fund, L.P.(1)... 15,449,832(2) 4.7% 15,002,543 447,289(2) 0.001%(2)
</TABLE>

- ---------------

(1) The address of Zell/Chilmark Fund, L.P., a Delaware limited partnership
("Zell/Chilmark"), is Two North Riverside Plaza, Suite 600, Chicago,
Illinois 60606. Zell/Chilmark is controlled by Samuel Zell, who served as
Chairman of the Board of Jacor prior to the Jacor merger, and David M.
Schulte, a former director 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 beneficial owner
of ZC, Inc.; and Mr. Schulte is the sole beneficial owner of CZ Inc. Messrs.
Zell, Schulte and Rod Dammeyer and Ms. Sheli Rosenberg constitute all of the
members of the management committee of ZC Limited.

(2) Does not include shares beneficially owned by Messrs. Zell, Schulte,
Dammeyer or Ms. Rosenberg.

The sole relationship that the selling shareholder has had with us within
the past three years is in connection with the Jacor merger. The selling
shareholder is a former Jacor stockholder and received shares of our common
stock in connection with the Jacor merger. All information set forth in the
table above, other than under the heading "Percent of Total Outstanding," has
been obtained from the selling shareholder.

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

Our board of directors has the authority to issue up to 900,000,000 shares
of our common stock. As of May 5, 1999, 327,078,075 shares of our common stock
were outstanding. Our common shareholders are entitled to one vote per share on
all matters submitted to a vote of shareholders. In addition, our common
shareholders may receive dividends, if any, on a pro rata basis that our board
of directors may declare from time to time from legally available funds.
However, these payments of dividends would be subject to the payment of any
preferential dividends on any of our preferred stock that may be outstanding. If
we liquidate, dissolve or wind up our company, our common shareholders would be
entitled to share ratably in any assets available for distribution to them after
payment of all our obligations and all preferential distributions payable on any
of our preferred stock then outstanding.

Our common shareholders do not have cumulative voting rights or preemptive
or other rights to acquire or subscribe to additional, unissued or treasury
shares. The shares of our common stock currently outstanding are, and the shares
offered hereby will be when we issue them, validly issued, fully paid and
nonassessable.

22
<PAGE> 23

PREFERRED STOCK

Our board of directors may issue up to 2,000,000 shares of our Class A
preferred stock and up to 8,000,000 shares of our Class B preferred stock.
Either class of preferred stock may be issued in one or more series, and the
rights, preferences, privileges and qualifications of the preferred stock may be
fixed by our board of directors without any further vote or action by our
shareholders. However, shares of Class B preferred stock will not be entitled to
more than one vote per share when the shares are voted as a class with our
common shareholders. In addition, our board of directors and management have
undertaken not to issue, without our shareholders' prior approval, Class B
preferred stock:

- for any defensive or anti-takeover purpose;

- to implement any shareholders' rights plan; or

- with features intended to make any attempted acquisition of us more
difficult or costly.

However, the restrictions do not apply to the 2,000,000 shares of Class A
preferred stock that are currently authorized.

If our board of directors issues shares of either class of preferred stock,
this issuance could decrease the amount of earnings and assets available for
distribution to our common shareholders. In addition, this issuance could
adversely affect the rights and powers, including voting rights, of common
shareholders and may have the effect of delaying, deferring or preventing us
from undergoing a change in control. No shares of either class of preferred
stock have ever been issued.

REPURCHASE AGREEMENT

In May 1977, we and several of our shareholders at the time, including L.
Lowry Mays and B.J. McCombs, entered into a Buy-Sell Agreement restricting the
ability of L. Lowry Mays and B.J. McCombs and their heirs, legal
representatives, successors and assigns to dispose of shares of our common stock
owned by them. The Buy-Sell Agreement provides that in the event that L. Lowry
Mays, B.J. McCombs or their heirs, legal representatives, successors and assigns
desire to dispose of their shares, other than by will or intestacy or through
gifts to the party's spouse or children, they must offer their shares for a
period of 30 days to us. They must offer, for a period of 30 days, any shares
not purchased by us to the other parties to the Buy-Sell Agreement. If we or the
other parties to the Buy-Sell Agreement do not purchase all of their shares so
offered, the party offering his shares may sell them to a third party during the
following 90-day period at a price and on terms not more favorable than those
offered to us and the other parties. In addition, L. Lowry Mays, B.J. McCombs or
their heirs, legal representatives, successors and assigns may not, individually
or in concert with others, sell any shares so as to deliver voting control to a
third party without providing in the sale that all parties to the Buy-Sell
Agreement will be offered the same price and terms for their shares as provided
in the sale. The Buy-Sell Agreement will continue in effect following the date
of this prospectus and may preserve the control of the present principal
shareholders.

TEXAS BUSINESS COMBINATION LAW

We are governed by the provisions of the Texas Business Corporation Act.
The TBCA imposes a special voting requirement for the approval of certain
business combinations and related party transactions between public corporations
and affiliated shareholders unless the board of directors of the corporation
approves the transaction or the acquisition of shares by the affiliated
shareholder prior to the affiliate shareholder becoming an affiliated
shareholder. The TBCA prohibits certain mergers, sales of assets,
reclassifications and other transactions between shareholders beneficially
owning 20% or more of the outstanding stock of a Texas public corporation for a
period of three years following the shareholder acquiring shares representing
20% or more of the corporation's voting power unless two-thirds of the
unaffiliated shareholders approve the transaction at a meeting held no earlier
than six months after the shareholder acquires that ownership. A vote of
shareholders is not necessary if the board of directors

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<PAGE> 24

approves the transaction or approves the purchase of shares by the affiliated
shareholder before the affiliated shareholder acquires beneficial ownership of
20% of the shares, or if the affiliated shareholder was an affiliated
shareholder before December 31, 1996, and continued as such through the date of
the transaction.

FOREIGN OWNERSHIP

Due to restrictions imposed by the Communications Act of 1934 on ownership
by aliens of our common stock, our bylaws were amended effective December 31,
1983 to provide that:

- not more than one-fifth of the shares outstanding shall at any time be
owned of record, or voted, by or for the account of aliens, their
representatives, a foreign government or a corporation organized under
the laws of a foreign country;

- we shall not be owned or controlled directly or indirectly by any other
corporation of which any officer or more than one-fourth of the directors
are aliens or of which more than one-fourth of the shares are owned of
record or voted by aliens;

- no person who is an alien may be elected or serve as one of our officers
or directors; and

- if our stock records at any time reflect one-fifth alien ownership, no
transfers of additional shares to aliens will be made and, if it is found
that any additional shares are in fact held by or for the account of an
alien, the shares shall not be entitled to vote, to receive dividends or
to have any other rights.

An alien owning shares in excess of one-fifth of the total number of
outstanding shares will be required to transfer them to a United States citizen
or to us. This restriction will apply to our common stock offered under this
prospectus and to the issuance or transfer of shares after the date of this
prospectus. Our stock certificates may bear a legend setting forth this
restriction. Since the bylaws were amended, the Communications Act has been
revised to remove the limitations on alien officers and directors.

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<PAGE> 25

UNDERWRITING

We and the selling shareholder have entered into an underwriting agreement
with the underwriters named below in which they have severally agreed to
purchase from us and the selling shareholder the number of shares of common
stock set forth beside their names below at the public offering price less the
underwriting discount and commissions set forth on the cover page of this
prospectus.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------- ----------------
<S> <C>
BT Alex. Brown Incorporated................................. 3,750,000
Morgan Stanley & Co. Incorporated........................... 3,750,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 2,750,000
Salomon Smith Barney Inc. .................................. 2,750,000
Credit Suisse First Boston Corporation...................... 875,000
Goldman, Sachs & Co. ....................................... 875,000
Lehman Brothers Inc. ....................................... 875,000
Schroder & Co. Inc. ........................................ 875,000
Banc of America Securities LLC.............................. 437,500
BancBoston Robertson Stephens............................... 437,500
Donaldson, Lufkin & Jenrette Securities Corporation......... 437,500
First Union Capital Markets Corp. .......................... 437,500
ING Baring Furman Selz LLC.................................. 437,500
PaineWebber Incorporated.................................... 437,500
Prudential Securities Incorporated.......................... 437,500
Thomas Weisel Partners LLC.................................. 437,500
----------
Total............................................. 20,000,000
==========
</TABLE>

The obligation of the underwriters to purchase the common stock from us and
the selling shareholder is subject to the terms and conditions set forth in the
underwriting agreement. The underwriting agreement requires the underwriters to
purchase all shares of the common stock offered by this prospectus, if any of
such shares are purchased.

The underwriters have advised us and the selling shareholder that they
propose to offer the shares of common stock in this offering to the public at
the public offering price of $70.625 per share and to certain dealers at the
public offering price less a concession not in excess of $1.23 per share. The
underwriters may allow, and such dealers may reallow, a concession not in excess
of $0.10 per share to certain other dealers. The underwriters may change the
public offering price after the common stock is released for sale to the public.

We have granted to the underwriters an option, exercisable not later than
30 days after the date of this prospectus supplement, to purchase up to
3,000,000 additional shares of common stock at the public offering price less
the underwriting discounts and commissions set forth on the cover page of this
prospectus supplement. To the extent that the underwriters exercise such option,
each of the underwriters will have a firm commitment to purchase approximately
the same percentage of the overallotment that the number of shares of common
stock to be purchased by it shown in the above table bears to 20,000,000, and we
will be obligated, pursuant to the option, to sell such shares to the
underwriters. The underwriters may exercise such option only to cover
overallotments made in connection with the sale of common stock offered pursuant
to this prospectus supplement. If purchased, the underwriters will offer such
additional shares on the same terms as those in which the 20,000,000 shares are
being offered.

We and the selling shareholder have agreed to indemnify the underwriters
with respect to certain liabilities, including liabilities under the Securities
Act of 1933.

To facilitate the offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the market price of the common
stock. Specifically, the underwriters may overallot shares

25
<PAGE> 26

of the common stock in connection with this offering, thereby creating a short
position in the underwriters' account. A short position results when an
underwriter sells more shares of common stock than such underwriter committed to
purchase. Additionally, to cover such overallotments or to stabilize the market
price of the common stock, the underwriters may bid for, and purchase, shares of
the common stock at a level above that which might otherwise prevail in the open
market. The underwriters are not required to engage in these activities, and, if
commenced, any such activities may be discontinued at any time. The underwriters
also may reclaim selling concessions allowed to an underwriter or dealer, if the
underwriters repurchase shares distributed by that underwriter or dealer.

Clear Channel, L. Lowry Mays and B.J. McCombs have agreed that they will
not, directly or indirectly, offer, sell or otherwise dispose of, any of our
equity securities or any securities convertible into or exchangeable for, or any
rights to purchase or acquire, our equity securities, other than employee stock
options granted by us in the ordinary course of business and certain other
exceptions, for a period of 30 days after the date of this prospectus without
the prior written consent of BT Alex. Brown Incorporated and Morgan Stanley &
Co. Incorporated. B.J. McCombs, one of our directors, intends to purchase 1.0
million shares of common stock in the offering.

The underwriters and their respective affiliates may be customers of,
lenders to, engage in transactions with, and perform services for us and our
subsidiaries in the ordinary course of business.

LEGAL OPINIONS

The validity of the common stock will be passed upon for us by our special
counsel, Akin, Gump, Strauss, Hauer & Feld, L.L.P., San Antonio, Texas and for
the underwriters, dealers or agents by Cravath, Swaine & Moore, New York, New
York. Alan D. Feld, the sole shareholder of a professional corporation which is
a partner of Akin, Gump, Strauss, Hauer & Feld, L.L.P., is one of our directors
and, as of April 8, 1999, owned approximately 131,000 shares of our common
stock, including presently exercisable options to acquire approximately 114,500
shares.

EXPERTS

Our consolidated financial statements at December 31, 1998 and 1997, and
for each of the three years in the period ended December 31, 1998, and the
financial statement schedule included in our Annual Report on Form 10-K for the
year ended December 31, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon incorporated by
reference elsewhere herein which are based in part on the reports of KPMG,
independent auditors, as to the year ended December 31, 1996, and KPMG LLP,
independent auditors, as to each of the two years in the period ended December
31, 1998. The financial statements referred to above are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.

The 1996 consolidated financial statements of Australian Radio Network Pty.
Ltd. not separately presented in our Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, have been audited by KPMG, independent auditors,
as set forth in their report dated March 4, 1997 included in our Annual Report
on Form 10-K for the year ended December 31, 1996 and incorporated herein by
reference. Such report referred to above is incorporated herein by reference in
reliance upon the authority of such firm as experts in accounting and auditing.

The consolidated financial statements incorporated in this registration
statement by reference to the audited financial statements of Universal Outdoor
Holdings, Inc. as of December 31, 1997 and 1996 and for each of the three years
in the period ended December 31, 1997, included in our Current Report on Form
8-K dated March 12, 1998, as amended by Form 8-K/A filed on March 23, 1998 and
Form 8-K/A filed on February 23, 1999, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

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<PAGE> 27

The consolidated financial statements of Eller Media Corporation as of
December 31, 1996 and 1995 and for the year ended December 31, 1996 and for the
period from August 18, 1995 through December 31, 1995, together with the
consolidated financial statements of PMG Holdings, Inc. and subsidiaries and the
combined financial statements of Eller Investment Company, Inc. for the period
from January 1, 1995 to August 17, 1995, incorporated by reference in this
prospectus and elsewhere in this registration statement are included in our
Current Report on Form 8-K, filed on April 17, 1997, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.

The combined financial statements of Eller Investment Company, Inc. as of
and for the year ended December 31, 1994, incorporated by reference in this
prospectus and elsewhere in this registration statement are included in our
Current Report on Form 8-K, filed April 17, 1997, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.

The financial statement incorporated in this Prospectus by reference to the
audited historical financial statements of Paxson Radio (a division of Paxson
Communications Corporation) for the year ended December 31, 1996 included in
Clear Channel's Current Report on Form 8-K dated December 22, 1997, as amended
by Form 8-K/A filed on February 23, 1999, have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of More Group Plc. as of December 31,
1997 and for the year ended December 31, 1997, included in our Current Report on
Form 8-K/A dated September 4, 1998, as amended by Form 8-K/A filed on January
14, 1999, and Form 8-K/A filed on February 23, 1999, have been audited by Price
Waterhouse Chartered Accountants and Registered Auditors, London, England and
are incorporated by reference herein in reliance upon the report of said firm as
experts in auditing and accounting.

The consolidated balance sheets of Jacor Communications, Inc. and its
subsidiaries as of December 31, 1998 and 1997 and the consolidated statements of
operations and comprehensive income, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1998, have been
incorporated herein in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

The consolidated balance sheets of Jacor Communications, Inc. and its
subsidiaries as of December 31, 1997 and 1996 and the consolidated statements of
operations, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1997, have been incorporated herein in reliance on
the reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements, or other information we file with the SEC at its public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov. In addition, you can inspect and copy our
reports, proxy statements and other information at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common
stock is listed.

We filed a registration statement on Form S-3 to register with the SEC our
common stock offered by the selling shareholders. This prospectus is part of
that registration statement. As permitted by SEC rules,
27
<PAGE> 28

this prospectus does not contain all of the information you can find in the
registration statement or the exhibits to the registration statement.

The SEC allows us to "incorporate by reference" the information we filed
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.

We incorporate by reference the documents listed below:

1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998.

2. Quarterly Report on Form 10-Q for the three months ended March 31,
1999.

3. Current Report on Form 8-K filed May 7, 1999.

4. Current Report on Form 8-K filed December 10, 1998, as amended by
Form 8-K/A filed February 23, 1999 and Form 8-K/A filed April 12,
1999.

5. Current Report on Form 8-K filed October 9, 1998.

6. Current Report on Form 8-K filed July 10, 1998, as amended by Form
8-K/A filed September 4, 1998, Form 8-K/A filed January 14, 1999
and Form 8-K/A filed February 23, 1999.

7. Current Report on Form 8-K filed March 12, 1998, as amended by Form
8-K/A filed on March 23, 1998 and Form 8-K/A filed on February 23,
1999.

8. Current Report on Form 8-K filed December 22, 1997, as amended by
Form 8-K/A filed February 23, 1999.

9. Current Report on Form 8-K filed April 17, 1997.

You may request a copy of these filings, at no cost, by writing or
telephoning:

Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
Attn: Office of Investor Relations
Tel: (210) 822-2828

You should rely on the information incorporated by reference or provided in
this prospectus. We have authorized no one to provide you different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.

28
<PAGE> 29

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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY CLEAR CHANNEL OR THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE THEREOF.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Forward Looking Statements May Prove
Inaccurate.......................... 2
Summary............................... 3
Risk Factors.......................... 8
Use of Proceeds....................... 14
Common Stock Price Range and
Dividends........................... 14
Capitalization........................ 15
Business.............................. 16
Selling Shareholder................... 22
Description of Capital Stock.......... 22
Underwriting.......................... 25
Legal Opinions........................ 26
Experts............................... 26
Where You Can Find More Information... 27
</TABLE>

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20,000,000 SHARES

[CLEAR CHANNEL LOGO]

CLEAR CHANNEL
COMMUNICATIONS, INC.
COMMON STOCK
---------------------

PROSPECTUS
---------------------
May 20, 1999

BT ALEX. BROWN
MORGAN STANLEY DEAN WITTER
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY

CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
SCHRODER & CO. INC.

BANC OF AMERICA SECURITIES LLC
BANCBOSTON ROBERTSON STEPHENS
DONALDSON, LUFKIN & JENRETTE
FIRST UNION CAPITAL MARKETS CORP.
ING BARING FURMAN SELZ LLC
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES
THOMAS WEISEL PARTNERS LLC

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