As filed with the Securities and Exchange Commission on November 29, 2001
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             Registration Statement
                        Under The Securities Act Of 1933
                                 ---------------

                       CLEAR CHANNEL COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
                     Texas                            74-1787539
 (State or other jurisdiction of        (I.R.S. employer identification number)
 incorporation or organization)

                               200 East Basse Road
                            San Antonio, Texas 78209
          (Address, including zip code, of principal executive offices)
                                 ---------------

                     The Clear Channel Communications, Inc.
                            2001 Stock Incentive Plan
                            (Full title of the Plans)
                                 ---------------

                                  L. Lowry Mays
                               200 East Basse Road
                            San Antonio, Texas 78209
                                 (210) 822-2828
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
========================================= ====================== ================ =================== ===============
                                                                    Proposed       Proposed Maximum
                Title of                         Amount              Maximum          Aggregate         Amount of
               Securities                         to be          Offering Price     Offering Price     Registration
            to be Registered                   Registered           Per Share                              Fee

<S>                     <C>               <C>               <C>       <C>    <C>  <C>            <C>       <C>
Common Stock, par value $.10 per share    30,000,000 shares (1)       $45.90 (2)  $1,377,000,000 (2)       $329,103
========================================= ====================== ================ =================== ===============
</TABLE>

(1)  Issuable upon the issuance of shares pursuant to the exercise of options or
     other  incentive   stock  grants   available  for  grant  pursuant  to  the
     Registrant's 2001 Incentive Stock Plan.
(2)  Pursuant  to Rule  457(c),  the  offering  price and  registration  fee are
     computed  on the  basis of the  average  of the high and low  prices of the
     Common  Stock,  as reported by the New York Stock  Exchange on November 23,
     2001.

<PAGE>




                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by reference in this
Registration Statement:

1.       The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000.

2.       The Company's Quarterly Report on Form 10-Q for the quarter ended
         September 30, 2001.

3.       The Company's Quarterly Report on Form 10-Q for the quarter ended
         June 30, 2001.

4.       The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2001.

5.       The Company's Current Report on Form 8-K filed October 9, 2001.

6.       The Company's Current Report on Form 8-K filed January 31, 2001.

7.       The Company's Current Report on Form 8-K filed June 14, 2000.

8.       Portions of the Company's  Current  Report on Form 8-K filed  November
         19, 1999 relating to the consolidated  financial statements of Capstar
         Broadcasting   Corporation   and   Subsidiaries   and  the  report  of
         PricewaterhouseCoopers  LLP dated February 26, 1999, except as to Note
         3, which is as of March 15, 1999 (pgs. 56-104 of said Form 8-K).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to  this  Registration  Statement  that
indicates that all Common Stock to which this Registration Statement relates has
been  sold or that  deregisters  all  Common  Stock to which  this  Registration
Statement relates then remaining  unsold,  shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such reports and documents.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Alan D. Feld, the sole shareholder of a professional corporation which is a
partner of Akin,  Gump,  Strauss,  Hauer & Feld,  L.L.P.,  is a director  of the
Registrant  and as of November 15, 2001,  owned  approximately  83,300 shares of
common stock (including  presently  exercisable  nonqualified options to acquire
approximately  67,000 shares).  Vernon E. Jordan, Jr., of counsel to Akin, Gump,
Strauss,  Hauer & Feld,  L.L.P.,  is also a director of the Registrant and as of
November 15, 2001,  held options  exercisable to acquire 90,300 shares of common
stock.

Item 6.  Indemnification of Directors and Officers.

     Article  2.02-1  of  the  Texas  Business   Corporation  Act  provides  for
indemnification of directors and officers in certain circumstances. In addition,
the Texas  Miscellaneous  Corporation  Law provides that a corporation may amend
its Articles of Incorporation to provide that no director shall be liable to the
registrant or its  shareholders  for monetary  damages for an act or omission in
the director's capacity as a director, provided that the liability of a director
is not  eliminated  or  limited  (i) for any  breach of the  director's  duty of
loyalty to the registrant or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional  misconduct or knowing violation of law,
(iii) any  transaction  from which such  director  derived an improper  personal
benefit,  or (iv) an act or omission  for which the  liability  of a director is
expressly  provided by an applicable  statute.  The  registrant  has amended its
Articles of Incorporation  and added Article Eleven adopting such limitations on
a director's liability.  The registrant's Articles of Incorporation also provide
in Article Nine, for indemnification of directors or officers in connection with
the defense or settlement of suits brought  against them in their  capacities as
directors or officers of the Company,  except in respect of liabilities  arising
from gross negligence or willful misconduct in the performance of their duties.

     Article IX(8) of the registrant's  bylaws provides for  indemnification  of
any person made a party to a proceeding by reason of such  person's  status as a
director,  officer,  employee,  partner  or trustee  of the  Company,  except in
respect of liabilities  arising from negligence or misconduct in the performance
of their duties.

     An insurance policy obtained by the registrant provides for indemnification
of officers and directors of the  registrant  and certain other persons  against
liabilities and expenses  incurred by any of them in certain stated  proceedings
and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit No.                       Description of Exhibit

4.1  Buy-Sell  Agreement by and between Clear Channel  Communications,  Inc., L.
     Lowry Mays, B.J. McCombs,  John M. Schaefer,  and John W. Barger, dated May
     31, 1977  (incorporated  by reference  to the  exhibits of Clear  Channel's
     registration  statement on Form S-1 (Reg.  No.  33-289161)  dated April 19,
     1984).

4.2  Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

4.3  Credit Agreement among Clear Channel Communications, Inc., Bank of America,
     N.A., as administrative agent, Chase Securities Inc., as syndication agent,
     and certain other lenders dated August 30, 2000  (incorporated by reference
     to the exhibits of Clear  Channel's  Annual Report on Form 10-K filed March
     20, 2001).

4.4  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York, as Trustee (incorporated by
     reference to the exhibits of Clear Channel's  Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1997).

4.5  First  Supplemental  Indenture  dated March 30, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1998).

4.6  Second  Supplemental  Indenture  dated June 16, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  Current  Report on Form 8-K dated  August 27,
     1998).

4.7  Third Supplemental Indenture dated June 16, 1998, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear Channel's Current Report on Form 8-K dated August 27, 1998).

4.8  Fourth Supplemental  Indenture dated November 24, 1999, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits  of Clear  Channel's  Annual  Report on Form 10-K filed  March 14,
     2000).

4.9  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.10 Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.11 Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.12 Eighth Supplemental Indenture dated September 12, 2000, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2000).

4.13 Ninth Supplemental  Indenture dated September 12, 2000, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2000).

4.14 Tenth  Supplemental  Indenture dated October 26, 2001, to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2001.

5*   Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1* Consent of Ernst & Young LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of Ernst & Young LLP

23.4* Consent of PriceWaterhouseCoopers LLP

23.5* Consent of PriceWaterhouseCoopers LLP

23.6*Consent of Akin,  Gump,  Strauss,  Hauer & Feld,  L.L.P.  (contained in the
     opinion filed as Exhibit 5 to this Registration Statement.

24   Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement).

*Filed herewith.

Item 9.  Undertakings.

     (a)  The undersigned Registrant 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;

               (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;

               (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  required  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  Securities  Exchange Act of 1934
                    that  are  incorporated  by  reference  in the  Registration
                    Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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.

          (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 of 1933, each filing of the  Registrant's  annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange  Act of 1934 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 of  1933  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  Securities  and
                    Exchange  Commission such  indemnification is against public
                    policy as expressed in the Securities 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
                    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  Securities Act and will be governed by the
                    final adjudication of such issue.



<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on November 29,
2001.

                                        CLEAR CHANNEL COMMUNICATIONS, INC.

                                        By: /s/L. LOWRY MAYS
                                            -----------------------------------
                                            L. Lowry Mays
                                            Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors and
officers of Clear Channel Communications, Inc., hereby constitute and appoint L.
Lowry Mays, Mark P. Mays,  Randall T. Mays and Herbert W. Hill, Jr., and each of
them,  his true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution  and  resubstitution,  for him and his name place and stead, in any
and all capacities,  to execute any and all amendments (including post-effective
amendments)  to this  registration  statement,  and to file  the  same  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all intents and purposes as he might or could do in person,  hereby ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his  substitute or  substitutes  may lawfully do or cause to be done by
virtue hereof.

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

                   Name                                          Title                               Date
                   ----                                          -----                               ----
<S>                                                                                                     <C> <C>
/s/L. LOWRY MAYS                                            Chief Executive                    November 29, 2001
---------------------------
L. Lowry Mays                                            Officer and Director

/s/THOMAS O. HICKS                                    Vice Chairman and Director               November 29, 2001
------------------------------------
Thomas O. Hicks

/s/RANDALL T. MAYS                             Executive Vice President/Chief Financial        November 29, 2001
------------------------------------
Randall T. Mays                                Officer (Principal Financial Officer) and
                                    Director

/s/HERBERT W. HILL, JR.                         Senior Vice President/Chief Accounting         November 29, 2001
---------------------------
Herbert W. Hill, Jr.                            Officer (Principal Accounting Officer)

/s/MARK P. MAYS                                 President, Chief Operating Officer and         November 29, 2001
---------------------------
Mark P. Mays                                                   Director

/s/B. J. MCCOMBS                                               Director                        November 29, 2001
---------------------------
B.J. McCombs

/s/ALAN D. FELD                                                Director                        November 29, 2001
---------------------------
Alan D. Feld

/s/THEODORE H. STRAUSS                                         Director                        November 29, 2001
---------------------------
Theodore H. Strauss

/s/JOHN H. WILLIAMS                                            Director                        November 29, 2001
------------------------------------
John H. Williams

/s/KARL ELLER                                                  Director                        November 29, 2001
------------------------------------
Karl Eller

/s/ROBERT L. CRANDALL                                          Director                        November 29, 2001
---------------------------
Robert L. Crandall

/s/VERNON E. JORDAN, JR.                                       Director                        November 29, 2001
---------------------------
Vernon E. Jordan, Jr.

/s/PERRY J. LEWIS                                              Director                        November 29, 2001
---------------------------
Perry J. Lewis
</TABLE>


<PAGE>


                                    EXHIBITS
                                INDEX TO EXHIBITS


Exhibit No.                               Exhibit

4.1  Buy-Sell  Agreement by and between Clear Channel  Communications,  Inc., L.
     Lowry Mays, B.J. McCombs,  John M. Schaefer,  and John W. Barger, dated May
     31, 1977  (incorporated  by reference  to the  exhibits of Clear  Channel's
     registration  statement on Form S-1 (Reg.  No.  33-289161)  dated April 19,
     1984).

4.2  Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

4.3  Credit Agreement among Clear Channel Communications, Inc., Bank of America,
     N.A., as administrative agent, Chase Securities Inc., as syndication agent,
     and certain other lenders dated August 30, 2000  (incorporated by reference
     to the exhibits of Clear  Channel's  Annual Report on Form 10-K filed March
     20, 2001).

4.4  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York, as Trustee (incorporated by
     reference to the exhibits of Clear Channel's  Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1997).

4.5  First  Supplemental  Indenture  dated March 30, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1998).

4.6  Second  Supplemental  Indenture  dated June 16, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  Current  Report on Form 8-K dated  August 27,
     1998).

4.7  Third Supplemental Indenture dated June 16, 1998, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear Channel's Current Report on Form 8-K dated August 27, 1998).

4.8  Fourth Supplemental  Indenture dated November 24, 1999, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits  of Clear  Channel's  Annual  Report on Form 10-K filed  March 14,
     2000).

4.9  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.10 Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.11 Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.12 Eighth Supplemental Indenture dated September 12, 2000, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2000).

4.13 Ninth Supplemental  Indenture dated September 12, 2000, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2000).

4.14 Tenth  Supplemental  Indenture dated October 26, 2001, to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2001.

5*   Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1* Consent of Ernst & Young LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of Ernst & Young LLP

23.4* Consent of PriceWaterhouseCoopers LLP

23.5* Consent of PriceWaterhouseCoopers LLP

23.6*Consent of Akin,  Gump,  Strauss,  Hauer & Feld,  L.L.P.  (contained in the
     opinion filed as Exhibit 5 to this Registration Statement.

24   Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement).

*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 28634}]
{"company-data": {"conformed-name": "CLEAR CHANNEL COMMUNICATIONS INC", "cik": "0000739708", "assigned-sic": "7310", "irs-number": "741787536", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74330", "film-number": "1804360"}, "business-address": {"street1": "200 E BASSE RD", "city": "SAN ANTONIO", "state": "TX", "zip": "78209", "phone": "2108222828"}, "mail-address": {"street1": "200 EAST BASSE ROAD", "city": "SAN ANTONIO", "state": "TX", "zip": "78209"}}
As filed with the Securities and Exchange Commission on November 29, 2001
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             Registration Statement
                        Under The Securities Act Of 1933
                                 ---------------

                       CLEAR CHANNEL COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
                     Texas                            74-1787539
 (State or other jurisdiction of        (I.R.S. employer identification number)
 incorporation or organization)

                               200 East Basse Road
                            San Antonio, Texas 78209
          (Address, including zip code, of principal executive offices)
                                 ---------------

                     The Clear Channel Communications, Inc.
                            2001 Stock Incentive Plan
                            (Full title of the Plans)
                                 ---------------

                                  L. Lowry Mays
                               200 East Basse Road
                            San Antonio, Texas 78209
                                 (210) 822-2828
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
========================================= ====================== ================ =================== ===============
                                                                    Proposed       Proposed Maximum
                Title of                         Amount              Maximum          Aggregate         Amount of
               Securities                         to be          Offering Price     Offering Price     Registration
            to be Registered                   Registered           Per Share                              Fee
Common Stock, par value $.10 per share    30,000,000 shares (1)       $45.90 (2)  $1,377,000,000 (2)       $329,103
========================================= ====================== ================ =================== ===============
(1)  Issuable upon the issuance of shares pursuant to the exercise of options or
     other  incentive   stock  grants   available  for  grant  pursuant  to  the
     Registrant's 2001 Incentive Stock Plan.
(2)  Pursuant  to Rule  457(c),  the  offering  price and  registration  fee are
     computed  on the  basis of the  average  of the high and low  prices of the
     Common  Stock,  as reported by the New York Stock  Exchange on November 23,
     2001.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by reference in this
Registration Statement:

1.       The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000.

2.       The Company's Quarterly Report on Form 10-Q for the quarter ended
         September 30, 2001.

3.       The Company's Quarterly Report on Form 10-Q for the quarter ended
         June 30, 2001.

4.       The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2001.

5.       The Company's Current Report on Form 8-K filed October 9, 2001.

6.       The Company's Current Report on Form 8-K filed January 31, 2001.

7.       The Company's Current Report on Form 8-K filed June 14, 2000.

8.       Portions of the Company's  Current  Report on Form 8-K filed  November
         19, 1999 relating to the consolidated  financial statements of Capstar
         Broadcasting   Corporation   and   Subsidiaries   and  the  report  of
         PricewaterhouseCoopers  LLP dated February 26, 1999, except as to Note
         3, which is as of March 15, 1999 (pgs. 56-104 of said Form 8-K).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to  this  Registration  Statement  that
indicates that all Common Stock to which this Registration Statement relates has
been  sold or that  deregisters  all  Common  Stock to which  this  Registration
Statement relates then remaining  unsold,  shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such reports and documents.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Alan D. Feld, the sole shareholder of a professional corporation which is a
partner of Akin,  Gump,  Strauss,  Hauer & Feld,  L.L.P.,  is a director  of the
Registrant  and as of November 15, 2001,  owned  approximately  83,300 shares of
common stock (including  presently  exercisable  nonqualified options to acquire
approximately  67,000 shares).  Vernon E. Jordan, Jr., of counsel to Akin, Gump,
Strauss,  Hauer & Feld,  L.L.P.,  is also a director of the Registrant and as of
November 15, 2001,  held options  exercisable to acquire 90,300 shares of common
stock.

Item 6.  Indemnification of Directors and Officers.

     Article  2.02-1  of  the  Texas  Business   Corporation  Act  provides  for
indemnification of directors and officers in certain circumstances. In addition,
the Texas  Miscellaneous  Corporation  Law provides that a corporation may amend
its Articles of Incorporation to provide that no director shall be liable to the
registrant or its  shareholders  for monetary  damages for an act or omission in
the director's capacity as a director, provided that the liability of a director
is not  eliminated  or  limited  (i) for any  breach of the  director's  duty of
loyalty to the registrant or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional  misconduct or knowing violation of law,
(iii) any  transaction  from which such  director  derived an improper  personal
benefit,  or (iv) an act or omission  for which the  liability  of a director is
expressly  provided by an applicable  statute.  The  registrant  has amended its
Articles of Incorporation  and added Article Eleven adopting such limitations on
a director's liability.  The registrant's Articles of Incorporation also provide
in Article Nine, for indemnification of directors or officers in connection with
the defense or settlement of suits brought  against them in their  capacities as
directors or officers of the Company,  except in respect of liabilities  arising
from gross negligence or willful misconduct in the performance of their duties.

     Article IX(8) of the registrant's  bylaws provides for  indemnification  of
any person made a party to a proceeding by reason of such  person's  status as a
director,  officer,  employee,  partner  or trustee  of the  Company,  except in
respect of liabilities  arising from negligence or misconduct in the performance
of their duties.

     An insurance policy obtained by the registrant provides for indemnification
of officers and directors of the  registrant  and certain other persons  against
liabilities and expenses  incurred by any of them in certain stated  proceedings
and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit No.                       Description of Exhibit

4.1  Buy-Sell  Agreement by and between Clear Channel  Communications,  Inc., L.
     Lowry Mays, B.J. McCombs,  John M. Schaefer,  and John W. Barger, dated May
     31, 1977  (incorporated  by reference  to the  exhibits of Clear  Channel's
     registration  statement on Form S-1 (Reg.  No.  33-289161)  dated April 19,
     1984).

4.2  Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

4.3  Credit Agreement among Clear Channel Communications, Inc., Bank of America,
     N.A., as administrative agent, Chase Securities Inc., as syndication agent,
     and certain other lenders dated August 30, 2000  (incorporated by reference
     to the exhibits of Clear  Channel's  Annual Report on Form 10-K filed March
     20, 2001).

4.4  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York, as Trustee (incorporated by
     reference to the exhibits of Clear Channel's  Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1997).

4.5  First  Supplemental  Indenture  dated March 30, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1998).

4.6  Second  Supplemental  Indenture  dated June 16, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  Current  Report on Form 8-K dated  August 27,
     1998).

4.7  Third Supplemental Indenture dated June 16, 1998, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear Channel's Current Report on Form 8-K dated August 27, 1998).

4.8  Fourth Supplemental  Indenture dated November 24, 1999, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits  of Clear  Channel's  Annual  Report on Form 10-K filed  March 14,
     2000).

4.9  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.10 Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.11 Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.12 Eighth Supplemental Indenture dated September 12, 2000, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2000).

4.13 Ninth Supplemental  Indenture dated September 12, 2000, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2000).

4.14 Tenth  Supplemental  Indenture dated October 26, 2001, to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2001.

5*   Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1* Consent of Ernst & Young LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of Ernst & Young LLP

23.4* Consent of PriceWaterhouseCoopers LLP

23.5* Consent of PriceWaterhouseCoopers LLP

23.6*Consent of Akin,  Gump,  Strauss,  Hauer & Feld,  L.L.P.  (contained in the
     opinion filed as Exhibit 5 to this Registration Statement.

24   Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement).

*Filed herewith.

Item 9.  Undertakings.

     (a)  The undersigned Registrant 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;

               (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;

               (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  required  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  Securities  Exchange Act of 1934
                    that  are  incorporated  by  reference  in the  Registration
                    Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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.

          (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 of 1933, each filing of the  Registrant's  annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange  Act of 1934 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 of  1933  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  Securities  and
                    Exchange  Commission such  indemnification is against public
                    policy as expressed in the Securities 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
                    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  Securities Act and will be governed by the
                    final adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on November 29,
2001.

                                        CLEAR CHANNEL COMMUNICATIONS, INC.

                                        By: /s/L. LOWRY MAYS
                                            -----------------------------------
                                            L. Lowry Mays
                                            Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors and
officers of Clear Channel Communications, Inc., hereby constitute and appoint L.
Lowry Mays, Mark P. Mays,  Randall T. Mays and Herbert W. Hill, Jr., and each of
them,  his true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution  and  resubstitution,  for him and his name place and stead, in any
and all capacities,  to execute any and all amendments (including post-effective
amendments)  to this  registration  statement,  and to file  the  same  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all intents and purposes as he might or could do in person,  hereby ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his  substitute or  substitutes  may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated below.

                   Name                                          Title                               Date
                   ----                                          -----                               ----
/s/L. LOWRY MAYS                                            Chief Executive                    November 29, 2001
---------------------------
L. Lowry Mays                                            Officer and Director

/s/THOMAS O. HICKS                                    Vice Chairman and Director               November 29, 2001
------------------------------------
Thomas O. Hicks

/s/RANDALL T. MAYS                             Executive Vice President/Chief Financial        November 29, 2001
------------------------------------
Randall T. Mays                                Officer (Principal Financial Officer) and
                                    Director

/s/HERBERT W. HILL, JR.                         Senior Vice President/Chief Accounting         November 29, 2001
---------------------------
Herbert W. Hill, Jr.                            Officer (Principal Accounting Officer)

/s/MARK P. MAYS                                 President, Chief Operating Officer and         November 29, 2001
---------------------------
Mark P. Mays                                                   Director

/s/B. J. MCCOMBS                                               Director                        November 29, 2001
---------------------------
B.J. McCombs

/s/ALAN D. FELD                                                Director                        November 29, 2001
---------------------------
Alan D. Feld

/s/THEODORE H. STRAUSS                                         Director                        November 29, 2001
---------------------------
Theodore H. Strauss

/s/JOHN H. WILLIAMS                                            Director                        November 29, 2001
------------------------------------
John H. Williams

/s/KARL ELLER                                                  Director                        November 29, 2001
------------------------------------
Karl Eller

/s/ROBERT L. CRANDALL                                          Director                        November 29, 2001
---------------------------
Robert L. Crandall

/s/VERNON E. JORDAN, JR.                                       Director                        November 29, 2001
---------------------------
Vernon E. Jordan, Jr.

/s/PERRY J. LEWIS                                              Director                        November 29, 2001
---------------------------
Perry J. Lewis
EXHIBITS
                                INDEX TO EXHIBITS

Exhibit No.                               Exhibit

4.1  Buy-Sell  Agreement by and between Clear Channel  Communications,  Inc., L.
     Lowry Mays, B.J. McCombs,  John M. Schaefer,  and John W. Barger, dated May
     31, 1977  (incorporated  by reference  to the  exhibits of Clear  Channel's
     registration  statement on Form S-1 (Reg.  No.  33-289161)  dated April 19,
     1984).

4.2  Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

4.3  Credit Agreement among Clear Channel Communications, Inc., Bank of America,
     N.A., as administrative agent, Chase Securities Inc., as syndication agent,
     and certain other lenders dated August 30, 2000  (incorporated by reference
     to the exhibits of Clear  Channel's  Annual Report on Form 10-K filed March
     20, 2001).

4.4  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York, as Trustee (incorporated by
     reference to the exhibits of Clear Channel's  Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1997).

4.5  First  Supplemental  Indenture  dated March 30, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1998).

4.6  Second  Supplemental  Indenture  dated June 16, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  Current  Report on Form 8-K dated  August 27,
     1998).

4.7  Third Supplemental Indenture dated June 16, 1998, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear Channel's Current Report on Form 8-K dated August 27, 1998).

4.8  Fourth Supplemental  Indenture dated November 24, 1999, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits  of Clear  Channel's  Annual  Report on Form 10-K filed  March 14,
     2000).

4.9  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.10 Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.11 Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.12 Eighth Supplemental Indenture dated September 12, 2000, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2000).

4.13 Ninth Supplemental  Indenture dated September 12, 2000, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2000).

4.14 Tenth  Supplemental  Indenture dated October 26, 2001, to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2001.

5*   Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1* Consent of Ernst & Young LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of Ernst & Young LLP

23.4* Consent of PriceWaterhouseCoopers LLP

23.5* Consent of PriceWaterhouseCoopers LLP

23.6*Consent of Akin,  Gump,  Strauss,  Hauer & Feld,  L.L.P.  (contained in the
     opinion filed as Exhibit 5 to this Registration Statement.

24   Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement).

*Filed herewith.