HEFTEL BROADCASTING CORP
8-K, 1999-05-28
RADIO BROADCASTING STATIONS
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<PAGE>

                                      FORM 8-K

                                   CURRENT REPORT

                          Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934

           Date of Report (Date of earliest event reported): May 28, 1999



                          HEFTEL BROADCASTING CORPORATION

               (Exact name of registrant as specified in its charter)


             Delaware                    0-24516                99-0113417
  (State or other jurisdiction   (Commission File Number)      (IRS Employer
          incorporation)                                    Identification No.)

 3102 Oak Lawn Avenue, Suite 215
          Dallas, Texas                                            75219
      (Address of principal                                      (Zip Code)
        executive offices)

        Registrant's telephone number, including area code:  (214) 525-7700


            -------------------------------------------------------------
            (Former name or former address, if changed since last report)

<PAGE>

ITEM 5.   OTHER EVENTS

          Attached hereto are required consents of independent auditors.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          EXHIBIT 23.1   Consent of Ernst & Young LLP.

          EXHIBIT 23.2   Consent of Wiss & Company, LLP.


SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            Heftel Broadcasting Corporation
                                       ---------------------------------------
                                                     (Registrant)


                                       By:     /s/ Jeffrey T. Hinson
                                               ---------------------------------
                                       Name:   Jeffrey T. Hinson
                                       Title:  Chief Financial Officer
Dated: May 28, 1999



                                       1
<PAGE>


                                 Index To Exhibits


 Exhibit No.             Description
 -----------             -----------

    23.1          Consent of Ernst & Young LLP.

    23.2          Consent of Wiss & Company, LLP.






                                       2

<PAGE>

                            INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Heftel Broadcasting Corporation

We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 333-42171) of Heftel Broadcasting Corporation and in the
related Prospectus, the Registration Statement (Form S-8 No. 333-43483)
pertaining to the Amended and Restated 1997 Employee Stock Purchase Plan of
Heftel Broadcasting Corporation, and the Registration Statement (Form S-8
No. 333-43495) pertaining to the Heftel Broadcasting Corporation Long-Term
Incentive Plan, of our report dated July 2, 1997, with respect to the
consolidated financial statements and schedule of Heftel Broadcasting
Corporation included in this Annual Report (Form 10-K) for the year ended
December 31, 1998.


/s/ Ernst & Young LLP


Los Angeles, California
March 29, 1999


<PAGE>

                           INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Heftel Broadcasting Corporation

We consent to incorporation by reference in the Registration Statements on
Form S-3 (No. 333-42171) and Form S-8 (Nos. 333-43483 and 333-43495) of
Heftel Broadcasting Corporation of our report dated February 26, 1998 (except
as to Notes 3 and 7 for which the date is May 22, 1998), relating to the
balance sheet of Multicultural Radio Broadcasting, Inc. as of December 31,
1997 and the related statements of income, stockholder's equity, and cash
flows for the year then ended which appears in the Current Report on Form 8-K
of Heftel Broadcasting Corporation filed on June 4, 1998, as amended by Form
8-K/A filed on July 31, 1998.


/s/ Wiss & Company, LLP


Livingston, New Jersey
May 13, 1999



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