KATZ MEDIA GROUP INC
S-8, 1996-05-30
ADVERTISING
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
                                             REGISTRATION NO.


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                --------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                            KATZ MEDIA GROUP, INC.
              (Exact Name of issuer as specified in its charter)

               Delaware                                 13-3779269
   (State of Other Jurisdiction of                   (I.R.S. Employer
    incorporation or Organization)                 Identification No.)


                             125 WEST 55TH STREET
                           NEW YORK, NEW YORK 10019
                                (212) 424-6000
                   (Address of principal executive offices)
                                --------------

                            KATZ MEDIA GROUP, INC.
                       1996 RESTRICTED STOCK GRANT PLAN
                           (Full title of the plan)
                                --------------

                               RICHARD E. VENDIG
                            CHIEF FINANCIAL OFFICER
                            KATZ MEDIA GROUP, INC.
                             125 WEST 55TH STREET
                           NEW YORK, NEW YORK 10019

                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (212) 424-6000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                           PROPOSED                  PROPOSED
                                                            MAXIMUM                   MAXIMUM                 AMOUNT OF
    TITLE OF SHARES            AMOUNT TO BE             OFFERING PRICE               AGGREGATE               REGISTRATION
   TO BE REGISTERED             REGISTERED               PER SHARE(1)            OFFERING PRICE(1)               FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                       <C>                          <C>
Common Stock (par
value $.01 per               33,333 shares                  $14.69                   $489,578                    $169
Share)..........
================================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457 of the Securities Act of 1933, using the average of
     the high and low prices reported on the American Stock Exchange on May
     23, 1996.

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                                                         1




    
<PAGE>


                                    PART I

ITEM 1.  PLAN INFORMATION.

         Not included pursuant to Form S-8 instructions.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
         INFORMATION.

         Not included pursuant to Form S-8 instructions.


                                    PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Katz Media Group, Inc. (the "Company") hereby incorporates herein by
reference the following documents:

                  (1)      The Company's annual report on Form 10-K for the
                           year ended December 31, 1995;

                  (2)      All reports filed pursuant to Section 13(a) or
                           15(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act"), on or after December
                           31, 1995, including the Company's Form 10-Q for the
                           period ended March 31, 1996; and

                  (3)      The description of the Company's Common Stock
                           contained in the Registration Statement on Form S-1
                           filed with the Securities and Exchange Commission
                           (the "Commission") on March 30, 1995, Registration
                           No. 33-87406, including amendments thereto and any
                           report filed for the purpose of updating such
                           description (the "Registration Statement").

                  In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.




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<PAGE>




ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law (the
"DGCL") and Article SEVENTH of the Company's Certificate of Incorporation
provide for indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the Securities
Act. Article SEVENTH provides that unless otherwise determined by the Board of
Directors of the Company, the Company shall indemnify, to the full extent
permitted by the laws of Delaware as from time to time in effect, the persons
described in Section 145 of the DGCL.

                  The general effect of the provisions in the Company's
Certificate of Incorporation and the DGCL is to provide that the Company shall
indemnify its directors and officers against all liabilities and expenses
actually and reasonably incurred in connection with the defense or settlement
of any judicial or administrative proceedings in which they have become
involved by reason of their status as corporate directors or officers, if they
acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with
the best interests of the Company. With respect to legal proceedings by or in
the right of the Company in which a director or officer ajudged liable for
improper performance of his duty to the Company or another enterprise for
which such person served in a similar capacity at the request of the Company,
indemnification is limited by such provisions to that amount which is
permitted by the court.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  An aggregate of 18,750 shares of restricted stock were
issued on January 2, 1996 to a limited number of senior employees of the
Company in reliance on the exemption from registration contained in Section
4(2) of the Securities Act of 1933.

ITEM 8.  EXHIBITS.

EXHIBIT NO.                                          EXHIBIT

 3(a)   Restated Certificate of Incorporation of the Company (incorporated by
        reference to Exhibit 3.5 of the Registration Statement)

 3(b)   By-Laws of the Company (incorporated by reference to Exhibit 3.6 to the
        Registration Statement)

 4(a)   1996 Restricted Stock Grant Plan

23(a)   Consent of Price Waterhouse LLP, independent accountants

23(b)   Consent of Arthur Andersen LLP, independent public accountants

24      Power of Attorney (included on signature page of this Form S-8)

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<PAGE>




ITEM 9.  UNDERTAKINGS.


                  (a)      The undersigned hereby undertakes:

                  (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933 (the
                  "Securities Act");

                           (ii) To reflect in the prospectus any facts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent
                  a fundamental change in the information set forth in the
                  registration statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                  (2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

                  (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's Annual Report pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the registration statement
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of
     the registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Act and is,
     therefore, unenforceable. In the event that a claim for indemnification
     against such liabilities (other than the payment by the registrant of
     expenses incurred or paid by a director, officer or controlling person of
     the registrant in the successful defense of any action, suit or
     proceeding) is

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<PAGE>




     asserted by such director, officer or controlling
     person in connection with the securities being
     registered, the registrant will, unless in the
     opinion of its counsel the matter has been settled
     by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such
     indemnification by it is against public policy as
     expressed in the Act and will be governed by the
     final adjudication of such issue.


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                                                         5




    
<PAGE>




REOFFER PROSPECTUS


                     REOFFER PROSPECTUS DATED MAY 30, 1996

                            KATZ MEDIA GROUP, INC.

                                 COMMON STOCK

                        BY CERTAIN SELLING SHAREHOLDERS


                  This Reoffer Prospectus relates to 18,750 shares of Common
Stock, $0.01 par value ("Common Stock"), of Katz Media Group, Inc. (the
"Company"), a Delaware corporation, which may be offered for sale from time to
time by certain stockholders listed under the heading "Selling Shareholders"
herein (the "Selling Shareholders") for their own benefit, certain of whom may
be deemed an "affiliate" of the Company under Rule 405 promulgated under the
Securities Act of 1933. Said persons acquired the Company's Common Stock
through participation in the Company's 1996 Restricted Stock Grant Plan. It is
anticipated that the Selling Shareholders will offer the Shares for sale at
prevailing prices on the American Stock Exchange on the date of sale. The
Company will receive no part of the proceeds of sales made hereunder. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by the
Selling Shareholders will be borne by the Selling Shareholders.

                  The Selling Shareholders and any broker executing selling
orders on behalf of the Selling Shareholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in which event commissions received by such broker may
be deemed to be underwriting commissions under the Securities Act.

                  The Common Stock of the Company is traded on the American
Stock Exchange. On May 29, 1996, the last trading date before the date of this
Reoffer Prospectus, the closing price of the Company's Common Stock, as
reported by the American Stock Exchange was $14 1/4 (symbol: KTZ).

            THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
        THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
              OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
             ACCURACY OR ADEQUACY OF THIS REOFFER PROSPECTUS. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  No person is authorized to give any information or to make
any representations, other than those contained in this Reoffer Prospectus, in
connection with the offering described herein, and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. This Reoffer Prospectus
does not constitute an offer to sell, or a solicitation of any offer to buy,
nor shall there be any sale of these securities by any person in any
jurisdiction in which it is unlawful for such person to make such offer,
solicitation or sale. Neither the delivery of this Reoffer Prospectus nor any
sale made hereunder shall under any circumstances create an implication that
the information contained herein is correct as of any time subsequent to the
date hereof.



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<PAGE>




                             AVAILABLE INFORMATION

                  The Company is subject to the information reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and
in accordance therewith shall file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the Public Reference Room of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60601, and at
Seven World Trade Center, New York, New York 10048. Such reports, proxy
statements and other information concerning the Company can also be inspected
at the office of the American Stock Exchange at 86 Trinity Place, New York,
New York 10006. Copies of such material can be obtained from the Public
Reference Section of Commission, 450 West Fifth Street, Washington, D.C.
20549, at prescribed rates. Information, as of particular dates, concerning
directors and officers of the Company, their remuneration, options granted to
them, the principal holders of securities in the Company, and any material
interest of such persons in transactions with the Company will be disclosed in
the proxy statements to be distributed to stockholders of the Company and
filed with the Commission.

                  The delivery of this Reoffer Prospectus at any time does not
imply that information herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the Company. This
Reoffer Prospectus does not constitute an offer within any state to any person
to whom such offer would be unlawful.


                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  There are hereby incorporated by reference in this Reoffer
Prospectus the following documents and information heretofore filed with the
Commission:

   (1)      The Company's annual report on Form 10-K for the year ended
            December 31, 1995;

   (2)      The Company's Form 10-Q for the period ended March 31, 1996;

   (3)      The description of the Company's Common Stock
            contained in the Registration Statement on Form S-1
            filed with the Commission on March 30, 1995,
            Registration No. 33-87406, including amendments
            thereto and any report filed for the purpose of
            updating such description.

   (4)      All documents subsequently filed by the Company
            pursuant to Sections 13(a), 13(c), 14 and 15(d) of
            the Exchange Act, prior to the filing of a
            post-effective amendment which indicates that all
            securities offered have been sold or which
            deregisters all securities then remaining unsold,
            shall be deemed to be incorporated by reference in
            this Reoffer Prospectus and to be part hereof from
            the date of filing such documents.

                  The Company hereby undertakes to provide without charge to
each person to whom a copy of this Reoffer Prospectus is delivered, upon
written or oral request of any such person, a copy of any and all of the
information that has been or may be incorporated by reference into this
Reoffer Prospectus, other than exhibits to such documents. Requests for such
copies should be directed to Katz Media Group, Inc., 125 West 55th Street, New
York, New York 10019. The Company's telephone number at that location is (212)
424-6000.


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<PAGE>





                                  THE COMPANY

                  The Company, through its subsidiaries, is the only
full-service media representation firm in the United States serving all types
of broadcasting media, with leading market shares in the representation of
radio and television stations and cable television systems. The Company
provides media representation to the U.S. cable television industry
exclusively through National Cable Communications, L.P. a joint venture in
which it is a general partner with a 50% partnership interest. The Company
conducts its business through 66 sales offices, located strategically
throughout the United States, serving broadcast and cable clients located in
over 200 dominant market areas, or DMAs. The Company represents at least one
radio or one television station in each of the 50 largest DMAs and in over 97%
of all DMAs. The Company's client stations include network-owned,
network-affiliated and independent stations.

                  The Company is a Delaware corporation organized in July 1994
as a holding company to acquire all of the outstanding stock of Katz Media
Corporation. The Company's principal executive offices are located at 125 West
55th Street, New York, New York 10019 and its telephone number at that address
is (212) 424-6000. The Common Stock of the Company is traded on the American
Stock Exchange and is quoted under the symbol 'KTZ'.


                             SELLING SHAREHOLDERS

                  The following table sets forth: (i) the name of the Selling
Shareholders who may sell Common Stock pursuant to this Reoffer Prospectus and
the positions of such Selling Shareholders with the Company, (ii) the number
of shares of Common Stock owned (or subject to option) by each Selling
Shareholder as of May 6, 1996, (iii) the number of shares of Common Stock
which may be offered for the account of each Selling Shareholder by this
Reoffer Prospectus (all of which have been acquired by the Selling
Shareholders subject to restrictions on shares of restricted stock) and (iv)
the amount of the class to be owned by each Selling Shareholder if such
Selling Shareholder were to sell all of the shares of Common Stock covered by
this Reoffer Prospectus.



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<PAGE>

<TABLE>
<CAPTION>


==================================================================================================================================
                                                    Shares Beneficially                                   Shares Beneficially
                                                       Owned Before                                           Owned After
                                                         Offerings(2)             Number of                   Offerings(2)
                                                                                 Shares to Be
       Selling Shareholder\Position(1)                    Number                   Offered             Number           %
==================================================================================================================================
<S>                                                  <C>                         <C>                   <C>               <C>
Thomas F. Olson                                           147,892                   2,000               145,892            1.07%
  President, Chief Executive Officer
  and Director
==================================================================================================================================
James E. Beloyianis                                       141,001                   2,500               138,501            1.01%
  Vice President, Secretary and
  Director
==================================================================================================================================
Richard E. Vendig                                         13,167                    2,000               11,167               *
  Senior Vice President, Chief
  Financial and Administrative
  Officer, Treasurer
==================================================================================================================================
Stuart O. Olds                                            140,501                   2,000               138,501            1.01%
  Vice President, Assistant Secretary
  and Director
==================================================================================================================================
Robert Williams                                            5,333                    2,000                3,333               *
  President, National Cable
  Communications
==================================================================================================================================
Robert McCurdy                                            95,583                    1,500               94,083               *
President, Sentry Radio Sales
==================================================================================================================================
Anthony Aurichio                                          12,667                    1,000               11,667               *
Senior Vice President,
  Corporate Strategy
==================================================================================================================================
Michael Chires                                            94,166                    1,000               93,166               *
President, Banner Radio
- ----------------------------------------------------------------------------------------------------------------------------------
Jay Friesel                                               50,167                    1,000               49,167               *
  Chief Operating Officer, Katz
  Millennium Marketing
- ----------------------------------------------------------------------------------------------------------------------------------
Jack Higgins                                              95,166                    1,000               94,166               *
  President, Katz Continental
  Television
- ----------------------------------------------------------------------------------------------------------------------------------
Michael Hugger                                            94,333                    1,000               93,333               *
  President, Katz American Television
- ----------------------------------------------------------------------------------------------------------------------------------
Bonnie Press                                               4,699                    1,000                3,699               *
  President, KRG Dimensions
==================================================================================================================================
</TABLE>

    *    Less than one percent.

    (1)  Includes only those individuals who have received 1,000 shares or more
pursuant to the 1996 Restricted Stock Grant
         Plan.

    (2)  Includes shares of Common Stock which the persons have the right to
acquire within 60 days.




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<PAGE>




                             PLAN OF DISTRIBUTION

         Any shares of Common Stock sold pursuant to this Reoffer Prospectus
will be sold by the Selling Shareholders for their own account, and they will
receive all proceeds from any such sales. The Company will receive none of the
proceeds from the sale of shares which may be offered hereby but may receive
funds upon the exercise of the options pursuant to which the Selling
Shareholders will acquire the shares covered by this Reoffer Prospectus, which
funds, if any, will be used for general corporate purposes. The Selling
Shareholders have not advised the Company of any specific plans for the
distribution of the shares of Common Stock covered by this Reoffer Prospectus,
but, if and when shares are sold, it is anticipated that the shares will be
sold from time to time primarily in transactions on the American Stock
Exchange at the market price then prevailing, although sales may also be made
in negotiated transactions or otherwise. If shares of Common Stock are sold
through brokers, the Selling Shareholders may pay customary brokerage
commissions and charges. The Selling Shareholders may effect such transactions
by selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Shareholders and any broker-dealers that
act in connection with the sale of the shares hereunder might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, and any commissions received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts and
commissions under such Act. Shares of Common Stock covered by this Reoffer
Prospectus also may be sold pursuant to Rule 144 under the Securities Act of
1933 rather than pursuant this Reoffer Prospectus. The Selling Shareholders
have been advised that they are subject to the applicable provisions of the
Securities Exchange Act of 1934, including without limitation Rules 10b-5,
10b-6 and 10b-7 thereunder.

         There can be no assurances that the Selling Shareholders will sell
any or all of the shares of Common Stock offered hereunder.




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<PAGE>





                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on this day of May 28, 1996.

                               KATZ MEDIA GROUP, INC.


                               /s/ Richard E. Vendig
                               By:  Richard E. Vendig
                                    Senior Vice President
                                    Chief Financial & Administrative
                                    Officer, Treasurer


                               POWER OF ATTORNEY

         Each of the undersigned officers and directors of Katz Media Group,
Inc. hereby severally constitutes and appoints Richard E. Vendig, Thomas F.
Olson and David M. Wittels, and each of them severally, as attorney-in-fact
for the undersigned, in any and all capacities, with full power of
substitution, to sign this Registration Statement and any amendments to this
Registration Statement (including post-effective amendments), and to file the
same with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting into said attorney-in-fact
full power and authority to do and perform each and every act requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>

                NAME                                           TITLE                                     DATE
<S>                                    <C>                                                              <C>


         /s/ Thomas F. Olson            President, Chief Executive Officer and                              May 28, 1996
         -------------------
           Thomas F. Olson              Director


       /s/ James E. Beloyianis          Vice President, Secretary and Director                              May 28, 1996
       -----------------------
         James E. Beloyianis


        /s/ Richard E. Vendig           Senior Vice President, Chief Financial &                            May 28, 1996
        ---------------------
          Richard E. Vendig             Administrative Officer, Treasurer
                                        (Principal Financial and Accounting
                                        Officer)

                                        Vice President, Assistant Secretary and                             May   , 1996
         ------------------
           Stuart O. Olds               Director



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<PAGE>


      /s/ L. Donald R. Robinson         Vice President                                                      May 28, 1996
      -------------------------
        L. Donald R. Robinson



          /s/ Thompson Dean             Chairman of the Board of Directors                                  May 28, 1996
          -----------------
            Thompson Dean


        ____________________            Director                                                            May   , 1996
          Michael Connelly


         /s/ Thomas J. Barry            Director                                                            May 28, 1996
         -------------------
           Thomas J. Barry


       _______________________          Director                                                            May __, 1996
          Steven J. Gilbert


       _______________________          Director                                                            May __, 1996
             Bob Marbut


        /s/ David M. Wittels            Director                                                            May 28, 1996
        --------------------
          David M. Wittels
</TABLE>




E:\CF\KATZ\S-8\RESTR.PLN




    
<PAGE>



                                                 INDEX TO EXHIBITS

The following is a complete list of exhibits filed as part of this
registration statement:

EXHIBIT NO.                                        EXHIBIT

  3(a)     Restated Certificate of Incorporation of the Company (incorporated
           by reference to Exhibit 3.5 of the Registration Statement)

  3(b)     By-Laws of the Company (incorporated by reference to Exhibit 3.6 to
           the Registration Statement)

  4(a)     1996 Restricted Stock Grant Plan

 23(a)     Consent of Price Waterhouse LLP, independent accountants

 23(b)     Consent of Arthur Andersen LLP, independent public accountants

 24        Power of Attorney (included on signature page of this document)

E:\CF\KATZ\S-8\RESTR.PLN




                                              KATZ MEDIA GROUP, INC.

                                         1996 RESTRICTED STOCK GRANT PLAN


     1. Purpose. This Katz Media Group, Inc. 1996 Restricted Stock Grant Plan
(the "Plan") is intended to advance the interests of Katz Media Group, Inc., a
Delaware corporation (the "Company"), its stockholders, and its affiliates by
encouraging and enabling inside directors, officers and other key employees
upon whose judgment, initiative and effort the Company is largely dependent
for the successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock.

     2. Definitions. For purposes of the Plan the following terms shall have
the indicated meanings unless the context clearly indicates otherwise:

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986.

     "Committee" means the committee designated in Section 3 below to
administer the Plan.

     "Common Stock" means the Company's Common Stock, par value $.01 per
share.

     "Disinterested Person" means a "disinterested person" as that term is
used in Rule 16b-3 promulgated under the Exchange Act, or any successor
provision.

     "Exchange Act" means the Securities Exchange Act of 1934, as it may be
amended from time to time.

     "Grant" means a grant of Shares, whether or not restricted, pursuant to a
written instrument that awards Shares to a Participant pursuant to the Plan.

     "Option Plan" means the Katz Media Group, Inc. 1995 Employee Stock Option
Plan.

     "Parent" means a parent corporation of the Company as defined in section
424(e) of the Code.

     "Participants" means the key employees and officers of the Company, its
Subsidiaries and its Parents, including directors of the Company who are also
employees of the Company.

     "Plan" means this Katz Media Group, Inc. 1996 Restricted Stock Grant
Plan.






    
<PAGE>




     "Shares" shall mean shares of Common Stock which are granted to a
Participant pursuant to a Grant under the Plan.

     "Standard Restrictions" means those restrictions set forth in Section
8(b) hereof.

     "Subsidiary" means a subsidiary corporation of the Company as defined in
Section 424(f) of the Code.

     3. Administration of the Plan. The Plan shall be administered by a
committee (the "Committee") composed of not less than two persons. Only
Disinterested Persons shall be eligible to serve as members of the Committee.
Unless and until the Board appoints a different committee, the Committee shall
be the Compensation Committee of the Board. The Committee shall report all
action taken by it to the Board which shall review and ratify or approve those
actions which are required by law to be so reviewed and ratified or approved
by the Board. The Committee shall have full and final authority in its
discretion, subject to the provisions of the Plan, (a) to determine the
Participants to whom, the time or times at which Grants shall be made and the
number of Shares so granted; (b) to construe and interpret the Plan; (c) to
determine the terms, restrictions and provisions of the respective Grants,
which need not be identical, including, but without limitation, restrictions
on Shares granted and the amount and terms of the purchase price, if any, of
Shares granted; and (d) to make all other determinations and take all other
actions deemed necessary or advisable for the proper administration of the
Plan. All such actions and determinations shall be conclusively binding for
all purposes and upon all persons.

     4. Number of Shares Subject to the Plan. The total number of Shares
available for Grants under the Plan may not exceed 33,333 subject to
adjustment upon occurrence of any of the events indicated in Section 6 hereof.
The Board may, from time to time, increase the number of Shares available for
grant under the Plan. The Shares to be delivered under the Grants may consist,
in whole or in part, of authorized but unissued Common Stock or treasury
Common Stock not reserved for any other purpose.

     5. Lapsed Grants. If a Grant, or any portion thereof, is forfeited for
any reason, any Shares forfeited shall be available again for the making of a
later Grant hereunder.

     6. Adjustment in Capitalization. In the event of any change in the
outstanding shares of Common Stock that occurs after approval of the Plan by
the stockholders of the Company by reason of a stock dividend, stock split,
reorganization, reclassification, recapitalization, merger, consolidation,
combination, acquisition, exchange of shares, or other similar change, then
the aggregate number and class of shares or other securities that may be
issued or transferred pursuant to the Plan and the provisions, terms, and
conditions of each outstanding Grant affected thereby, shall be adjusted
appropriately by the Committee, whose determination shall be conclusive.

     7. Eligibility and Participation. Grantees of Grants shall be selected by
the Committee from among those Participants who are recommended by the Chief
Executive Officer of the Company and who, in the opinion of the Committee, are
key officers, employees or inside directors in a position to contribute
materially to the Company's continued growth and development and to its
long-term success.


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<PAGE>




     8. Grants of Restricted Stock.

     (a) Grant of Restricted Stock. Subject to the provisions of Section 7,
the Committee, at any time and from time to time, may make Grants to such
Participants and in such amounts as it shall determine. Each Grant shall be
made pursuant to a written instrument which must be executed by the grantee in
order to be effective.

     (b) Standard Restrictions. In addition to any other applicable provisions
hereof and except as may otherwise be specifically provided in a Grant, the
following restrictions in this Section 8(b) (the "Standard Restrictions")
shall apply to Grants made by the Committee on or prior to December 31, 1995:

     (i) No shares granted pursuant to a Grant may be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated until, and to the
extent that, such Shares are vested.

     (ii) Shares granted pursuant to a Grant are 0% vested at the time the
Grant is made, but shall, unless earlier forfeited hereunder, vest according
to the following vesting schedule:

                                               Vested Percentage
      Vesting Dates                            of Shares Granted

    December 31, 1996                               33 1/3%
    December 31, 1997                               66 2/3%
    December 31, 1998                               100%


The foregoing notwithstanding, however, a Participant shall forfeit all Shares
not previously vested, if any, at such time as the Participant is no longer
employed by the Company or a Parent or Subsidiary. All forfeited Shares shall
be returned to the Company.

     (iii) Notwithstanding any other provision of this Section 8(b) to the
contrary, a Participant who, has not previously forfeited any nonvested Shares
that are granted pursuant to a Grant shall automatically vest in any such
nonvested Shares upon the earliest of (A) the effective date of a Change in
Control (as defined in the Option Plan), (B) the termination by the Company of
the Participant's employment with the Company and all Parents and Subsidiaries
other than for Cause (as defined in the Option Plan), (C) the voluntary
termination of the Participant's employment with the Company or a Parent or
Subsidiary for Good Reason (as defined in the Option Plan) and (D) the
Participant's death, Disability (as defined in the Option Plan) or Retirement
(as defined in the Option Plan).

     (c) Other Restrictions. Notwithstanding the Standard Restrictions of
Section 8(b) above, the Committee may impose such other or different
restrictions on any Shares granted as it may deem advisable including, without
limitation, restrictions relating to length of service, corporate performance,
attainment of individual or group performance objectives, resale restrictions
and federal or state securities laws, and may legend the certificates
representing

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<PAGE>




restricted Shares to give appropriate notice of such restrictions. Any such
other or different restrictions shall be specifically set forth in the Grant
instrument.

     (d) Holding of Restricted Shares. Certificates representing Shares
granted that are subject to restrictions shall be held by the Company or, if
the Committee so specifies, deposited with a third-party custodian or trustee
until lapse of all restrictions on the Shares. After such lapse, certificates
for such Shares (or the vested percentage of such Shares) shall be issued by
the Company to the Participant who received the Grant of such Shares;
provided, however, that the Company need not issue fractional Shares.

     (e) Rights in Restricted Shares. During any applicable period of
restriction, a Participant who has been granted Shares hereunder shall be the
record owner thereof and shall be entitled to vote such Shares and receive all
dividends and other distributions paid with respect to such Shares while they
are so restricted. However, if any such dividends or distributions are paid in
shares of Company stock during an applicable period of restriction, the shares
received shall be subject to the same restrictions as the Shares with respect
to which they were issued. Moreover, the Committee may provide in each Grant
such other restrictions, terms and conditions as it may deem advisable with
respect to the treatment and holding of any stock, cash or property that is
received in exchange for restricted Shares.

     (f) Conflicting Provisions. In case of any conflict between the
provisions of this Plan and the provisions of a Grant, the provisions of this
Plan shall control.

     9. Conditions to Grants. The making of any Grant and the issuance of any
Shares to a Participant shall be subject to the condition that if at any time
the Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any shares otherwise deliverable hereunder
upon any securities exchange or under any state or federal law, or that the
consent or approval of any regulatory body, is necessary or desirable as a
condition of, or in connection with, the delivery or purchase of Shares
pursuant hereto, then in any such event, such Grant or such issuance of Shares
shall not be effective unless such withholding, listing, registration,
qualification, consent, or approval shall have been effected or obtained free
of any conditions not acceptable to the Company.

     10. Amendment, Suspension, and Termination of Plan. The Board may at any
time suspend or terminate the Plan or any portion thereof or may amend it from
time to time in such respects as the Board may deem advisable in order that
the Grants granted hereunder may conform to any change in the law or in any
other respect which the Board may deem to be in the best interests of the
Company. No Grants may be granted during any suspension or after the
termination of the Plan. Except as provided in Section 11 hereof, no
amendment, suspension, or termination of the Plan shall, without grantee's
consent, alter or impair any of the rights or obligations under any Grant
theretofore granted to such grantee under the Plan.

     11. Tax Withholding. The Committee may, in its sole discretion, (a)
require a Participant to remit to the Company a cash amount sufficient to
satisfy, in whole or in part, any federal, state and local withholding tax
requirements prior to the delivery of any certificate for vested Shares
pursuant to a Grant hereunder; (b) require a Participant to satisfy, in whole
or in

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<PAGE>



part, any such withholding tax requirements by having the Company, upon any
delivery of vested Shares, withhold from such Shares that number of full
Shares having a fair market value equal to the amount or portion of the amount
required or permitted to be withheld; or (c) satisfy such withholding
requirements through another lawful method.

     12. Code Section 83(b) Elections. Each Participant making an election
pursuant to Section 83(b) of the Code shall, upon the making of such election,
promptly provide a copy of such election to the Company.

     13. Employment. Nothing in this Plan shall interfere with or limit in any
way the right of the Company or any Parent or Subsidiary to terminate any
Participant's employment at any time, nor confer upon any Participant any
right to continue in the employ of the Company or any Parent or Subsidiary. No
employee of the Company, a Parent or a Subsidiary shall have the right to
receive a Grant, or, having received a Grant, to again receive a Grant.

     14. Effective Date of the Plan. The effective date of the Plan is
December 12, 1995, the date of its adoption by the Board.

     15. Term. No Grants may be made under the Plan after December 31, 2000.
The provisions of the Plan shall, however, continue to apply as to any Grants
made prior to such date.



Dated: December 12, 1995

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                                                         5




                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 7, 1996 for Katz Media Group,
Inc. (the "Company") and March 10, 1995 for Katz Media corporation appearing
on pages F-2 and F-22, respectively, of the Company's Annual Report on Form
10-K for the year ended December 31, 1995.



/s/Price Waterhouse LLP

Price Waterhouse LLP
New York, New York
May 22, 1996




                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated March
22, 1994, except with respect to certain matters discussed in Note 13, as to
which the date is March 9, 1995, included in Katz Media Group, Inc.'s Form
10-K for the year ended December 31, 1995 and to all references to our Firm
included in this Registration Statement.



/s/Arthur Anderson LLP

New York, New York
May 22, 1996




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