CAPSTAR RADIO BROADCASTING PARTNERS INC
8-K/A, 1999-11-09
RADIO BROADCASTING STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                    FORM 8-K
                                (AMENDMENT NO. 2)
                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 27, 1999


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                    CAPSTAR RADIO BROADCASTING PARTNERS, INC.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<CAPTION>
<S>                                                    <C>                                  <C>
               DELAWARE                                33-92732                             13-3034720
            (State or other                    (Commission File Number)                  (I.R.S. Employer
    jurisdiction of incorporation)                                                    Identification Number)

           600 CONGRESS AVE.
              SUITE 1400                                                                      78701
             AUSTIN, TEXAS                                                                  (Zip code)
         (Address of principal
          executive offices)
</TABLE>


       Registrant's telephone number, including area code: (512) 340-7800

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

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         The registrant, Capstar Radio Broadcasting Partners, Inc. ("Radio"),
hereby amends its Current Report on Form 8-K filed October 13, 1999, as amended
on October 28, 1999 as set forth herein.

ITEM 5. OTHER EVENTS.

         In a press release dated November 5, 1999, a copy of which is
incorporated herein as Exhibit 99.5, Capstar Communications, Inc. ("Capstar
Communications"), an indirect subsidiary of Radio, announced the fourth
amendment of its tender offer to purchase for cash all of its outstanding
10 3/4% Senior Subordinated Notes due 2006 (the "Notes") and the concurrent
solicitation of consents of proposed amendments to the indenture pursuant to
which the Notes were issued.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(C)      EXHIBITS.

         99.1     --        Press release, dated September 27, 1999.(1)
         99.2     --        Press release, dated October 13, 1999.(2)
         99.3     --        Press release, dated October 25, 1999.(3)
         99.4     --        Press release, dated October 26, 1999.(3)
         99.5     --        Press release, dated November 5, 1999.(4)



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(1)      Incorporated by reference to the identically numbered exhibit on the
         Form 8-K of Capstar Communications, filed September 27, 1999.

(2)      Incorporated by reference to the identically numbered exhibit on the
         Form 8-K/A of Capstar Communications, filed October 13, 1999.

(3)      Incorporated by reference to the identically numbered exhibit on the
         Form 8-K/A of Capstar Communications, filed October 28, 1999.

(4)      Incorporated by reference to the identically numbered exhibit on the
         Form 8-K/A of Capstar Communications, filed November 9, 1999.


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                                   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.


                       CAPSTAR RADIO BROADCASTING PARTNERS, INC.
                       (Registrant)



                       By:/s/ W. SCHUYLER HANSEN
                          ------------------------------------------------------
                              W. Schuyler Hansen
                              Senior Vice President and Chief Accounting Officer


Date:    November 9, 1999





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