As filed with the Securities and Exchange Commission on December 3, 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)
                                 ---------------

                            SFX ENTERTAINMENT PROFIT
                             SHARING AND 401(k) PLAN
                            (Full title of the Plan)
                                 ---------------

                                  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 Fee
            to be Registered                    Registered          Per Share

--------------------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>            <C>        <C>    <C>  <C>         <C>       <C>
Common Stock, par value $.10 per share      220,000 shares (1)        $45.41 (2)  $9,990,200  (2)       $2,388
--------------------------------------------------------------------------------------------------------------------
Interests in Plan (3)                          N/A (3)                 N/A             N/A               N/A
====================================================================================================================
</TABLE>

(1)  Estimated   maximum   aggregate   number  of   shares   of  Clear   Channel
     Communications, Inc. (the "Company") common stock purchasable with employee
     and employer  contributions under the SFX Entertainment  Profit Sharing and
     401(k) Plan (the "Plan")  during the next 12 months.

(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule  457(h)(1)  and (c) based on the average of the high and low prices
     of the Company common stock on November 29, 2001.

(3)  Pursuant  to Rule  416(c),  this  Registration  Statement  also  covers an
     indeterminate  number of interests  to be offered or sold  pursuant to the
     Plan described herein. This Registration Statement also covers the related
     interests in the trust created  pursuant to the Plan.  In accordance  with
     Rule 457(h)(2) no separate fee calculation is made for plan interests.


<PAGE>


                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participants in the Plan as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                     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 Annual Report of the SFX Entertainment Profit Sharing and 401(k)
         Plan, on Form 11-K for the fiscal year ended December 31, 2000, filed
         pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act").

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

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

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

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

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

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

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

9.       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  filed by the  Registrant  and the Plan pursuant to Sections
13(a),13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 subsequent to
the date of this  registration  statement  and prior to the  termination  of the
offering made hereby shall be deemed to be incorporated by reference  herein and
to be a part hereof from the date of filing of such 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 to Clear Channel's Quarterly Report on
         Form 10-Q for the quarter ended September 30, 2001).

4.15* SFX Entertainment Profit Sharing and 401(k) Plan, as amended.

4.16*Directed  Employee  Benefit Trust  Agreement dated as of December 23, 1999,
     between SFX Entertainment, Inc. and Charles Schwab Trust Company.

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 Hanke, Green & Stein, PC

23.7* Consent of Scott Gildea & Company, LLP

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.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a twenty  percent change in the maximum  aggregate  offering price set
          forth in the "Calculation of Registration  Fee" table in the effective
          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  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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 herein,  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.

     (d)  Pursuant  to Item 8(b) of Form  S-8,  in lieu of an  Internal  Revenue
Service  ("IRS")  determination  letter that the Plan is qualified under Section
401 of the Internal Revenue Code, the Registrant  hereby  undertakes that it has
submitted  the Plan and any  amendments  thereto,  and will  submit  any  future
amendments,  to the IRS in a timely manner and will make all changes required by
the IRS to qualify the Plan.




<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 30, 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 30, 2001
L. Lowry Mays                                            Officer and Director

/s/ THOMAS O. HICKS                                   Vice Chairman and Director               November 30, 2001
Thomas O. Hicks

/s/ RANDALL T. MAYS                            Executive Vice President/Chief Financial        November 30, 2001
Randall T. Mays                                Officer (Principal Financial Officer) and
                                                               Director

/s/ HERBERT W. HILL, JR.                        Senior Vice President/Chief Accounting         November 30, 2001
Herbert W. Hill, Jr.                            Officer (Principal Accounting Officer)

/s/ MARK P. MAYS                                President, Chief Operating Officer and         November 30, 2001
Mark P. Mays                                                   Director

/s/ B. J. MCCOMBS                                              Director                        November 30, 2001
B.J. McCombs

/s/ ALAN D. FELD                                               Director                        November 30, 2001
Alan D. Feld

/s/ THEODORE H. STRAUSS                                        Director                        November 30, 2001
Theodore H. Strauss

/s/ JOHN H. WILLIAMS                                           Director                        November 30, 2001
John H. Williams

/s/ KARL ELLER                                                 Director                        November 30, 2001
Karl Eller

/s/ ROBERT L. CRANDALL                                         Director                        November 30, 2001
Robert L. Crandall

/s/ VERNON E. JORDAN, JR.                                      Director                        November 30, 2001
Vernon E. Jordan, Jr.

/s/ PERRY J. LEWIS                                             Director                        November 30, 2001
Perry J. Lewis

</TABLE>

<PAGE>

                                  EXHIBIT INDEX

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 to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2001).

4.15* SFX Entertainment Profit Sharing and 401(k) Plan, as amended.

4.16*Directed  Employee  Benefit Trust  Agreement dated as of December 23, 1999,
     between SFX Entertainment, Inc. and Charles Schwab Trust Company.

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 Hanke, Green & Stein, PC

23.7* Consent of Scott Gildea & Company, LLP

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

*Filed herewith.
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As filed with the Securities and Exchange Commission on December 3, 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)
                                 ---------------

                            SFX ENTERTAINMENT PROFIT
                             SHARING AND 401(k) PLAN
                            (Full title of the Plan)
                                 ---------------

                                  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 Fee
            to be Registered                    Registered          Per Share

--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per share      220,000 shares (1)        $45.41 (2)  $9,990,200  (2)       $2,388
--------------------------------------------------------------------------------------------------------------------
Interests in Plan (3)                          N/A (3)                 N/A             N/A               N/A
====================================================================================================================
(1)  Estimated   maximum   aggregate   number  of   shares   of  Clear   Channel
     Communications, Inc. (the "Company") common stock purchasable with employee
     and employer  contributions under the SFX Entertainment  Profit Sharing and
     401(k) Plan (the "Plan")  during the next 12 months.

(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule  457(h)(1)  and (c) based on the average of the high and low prices
     of the Company common stock on November 29, 2001.

(3)  Pursuant  to Rule  416(c),  this  Registration  Statement  also  covers an
     indeterminate  number of interests  to be offered or sold  pursuant to the
     Plan described herein. This Registration Statement also covers the related
     interests in the trust created  pursuant to the Plan.  In accordance  with
     Rule 457(h)(2) no separate fee calculation is made for plan interests.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participants in the Plan as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                     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 Annual Report of the SFX Entertainment Profit Sharing and 401(k)
         Plan, on Form 11-K for the fiscal year ended December 31, 2000, filed
         pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act").

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

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

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

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

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

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

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

9.       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  filed by the  Registrant  and the Plan pursuant to Sections
13(a),13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 subsequent to
the date of this  registration  statement  and prior to the  termination  of the
offering made hereby shall be deemed to be incorporated by reference  herein and
to be a part hereof from the date of filing of such 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 to Clear Channel's Quarterly Report on
         Form 10-Q for the quarter ended September 30, 2001).

4.15* SFX Entertainment Profit Sharing and 401(k) Plan, as amended.

4.16*Directed  Employee  Benefit Trust  Agreement dated as of December 23, 1999,
     between SFX Entertainment, Inc. and Charles Schwab Trust Company.

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 Hanke, Green & Stein, PC

23.7* Consent of Scott Gildea & Company, LLP

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.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a twenty  percent change in the maximum  aggregate  offering price set
          forth in the "Calculation of Registration  Fee" table in the effective
          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  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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 herein,  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.

     (d)  Pursuant  to Item 8(b) of Form  S-8,  in lieu of an  Internal  Revenue
Service  ("IRS")  determination  letter that the Plan is qualified under Section
401 of the Internal Revenue Code, the Registrant  hereby  undertakes that it has
submitted  the Plan and any  amendments  thereto,  and will  submit  any  future
amendments,  to the IRS in a timely manner and will make all changes required by
the IRS to qualify the Plan.
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 30, 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 30, 2001
L. Lowry Mays                                            Officer and Director

/s/ THOMAS O. HICKS                                   Vice Chairman and Director               November 30, 2001
Thomas O. Hicks

/s/ RANDALL T. MAYS                            Executive Vice President/Chief Financial        November 30, 2001
Randall T. Mays                                Officer (Principal Financial Officer) and
                                                               Director

/s/ HERBERT W. HILL, JR.                        Senior Vice President/Chief Accounting         November 30, 2001
Herbert W. Hill, Jr.                            Officer (Principal Accounting Officer)

/s/ MARK P. MAYS                                President, Chief Operating Officer and         November 30, 2001
Mark P. Mays                                                   Director

/s/ B. J. MCCOMBS                                              Director                        November 30, 2001
B.J. McCombs

/s/ ALAN D. FELD                                               Director                        November 30, 2001
Alan D. Feld

/s/ THEODORE H. STRAUSS                                        Director                        November 30, 2001
Theodore H. Strauss

/s/ JOHN H. WILLIAMS                                           Director                        November 30, 2001
John H. Williams

/s/ KARL ELLER                                                 Director                        November 30, 2001
Karl Eller

/s/ ROBERT L. CRANDALL                                         Director                        November 30, 2001
Robert L. Crandall

/s/ VERNON E. JORDAN, JR.                                      Director                        November 30, 2001
Vernon E. Jordan, Jr.

/s/ PERRY J. LEWIS                                             Director                        November 30, 2001
Perry J. Lewis
EXHIBIT INDEX

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 to Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended September 30, 2001).

4.15* SFX Entertainment Profit Sharing and 401(k) Plan, as amended.

4.16*Directed  Employee  Benefit Trust  Agreement dated as of December 23, 1999,
     between SFX Entertainment, Inc. and Charles Schwab Trust Company.

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 Hanke, Green & Stein, PC

23.7* Consent of Scott Gildea & Company, LLP

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

*Filed herewith.