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)
                                 ---------------

                       CLEAR CHANNEL COMMUNICATIONS, INC.
                     NONQUALIFIED DEFERRED COMPENSATION 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>
Deferred Compensation Obligations            $75,000,000 (1)           100%         $ 75,000,000 (2)    $ 17,925
--------------------------------------------------------------------------------------------------------------------
Common Stock                                  15,000,000 (3)        $45.90 (4)      $688,500,000        $164,552
--------------------------------------------------------------------------------------------------------------------
Total                                                                               $763,500,000        $182,477
====================================================================================================================
</TABLE>

(1)  The Deferred  Compensation  Obligations  are unsecured  obligations  of the
     Registrant to pay deferred  compensation  in the future in accordance  with
     the terms of the Clear Channel  Communications,  Inc. Nonqualified Deferred
     Compensation  Plan.
(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(h).
(3)  Pursuant  to Rule 416,  there are also  being  registered  such  additional
     shares of Registrant's  common stock as may become issuable pursuant to the
     antidilution   provisions  of  the  Clear  Channel   Communications,   Inc.
     Nonqualified Deferred Compensation Plan.
(4)  Estimated  solely for  purposes of  calculating  the  registration  fee, in
     accordance with Rule 457(h), on the basis of the price of securities of the
     same class, as determined in accordance with Rule 457(c), using the average
     of the high and low prices for the  Registrant's  common stock  reported on
     the New York Stock Exchange on November 23, 2001.


<PAGE>


                                     Part I

              INFORMATION REQUIREED 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 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  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.

     An  aggregate  principle  amount of  $25,000,000  of deferred  compensation
obligations  are being  registered  hereby based on estimated  contributions  of
participants in the Clear Channel  Communications,  Inc.  Nonqualified  Deferred
Compensation Plan (the "Plan").  Further amounts may be registered and issued as
new or existing Plan participants  elect to defer portions of their compensation
in subsequent years.

     The  obligations  of the  Registrant  to pay such  deferred  amounts to the
participants  in the Plan in the future in accordance with the terms of the Plan
(the  "Obligations")  will be unsecured and  unsubordinated  indebtedness of the
Registrant  and  will  rank  pari  passu  with  other  unsecured  unsubordinated
indebtedness  of the Registrant from time to time  outstanding.  Under the Plan,
there is no limitation on the  Registrant's  right to issue senior debt or other
securities.  The Obligations may also represent  amounts that the Registrant has
elected to credit to a participant's account under the Plan.

     The  amount  to be  deferred  by  each  participant  in the  Plan  will  be
determined  in accordance  with the Plan based on elections by the  participant.
Each  Obligation  will be  payable  on a date  selected  by the  participant  in
accordance with the terms of the Plan.

     Amounts  credited  to  a  participant's  account  are  credited  with  such
earnings,  gains and losses as would have accrued to the  participant's  account
had such funds  actually  been invested in one or more of the  investment  funds
designated  by the  Registrant  from  time to time.  Such  investment  funds may
include a fund deemed to be invested in the Registrant's  common stock. There is
no trading market for the Obligations.

     The Obligations are not subject in any manner to anticipation,  alienation,
sale, transfer, assignment, pledge, encumbrance,  attachment or garnishment. Any
attempt by any person to transfer or assign benefits under the Plan,  other than
a claim for benefits by a Participant  or his or her  beneficiary(ies),  will be
null and void.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the individual  payment dates specified by the participant,  at the option of
the Registrant or through  operation of a mandatory or optional  sinking fund or
analogous provision.

     Obligations  are  not  convertible   into  any  other   securities  of  the
Registrant.  The  Obligations  will not have the benefit of a negative pledge or
any other  affirmative or negative  covenant on the part of the  Registrant.  No
trustee has been  appointed to take action with respect to the  Obligations  and
each participant in the Plan will be responsible for enforcing his or her rights
with respect to the Obligations. The Registrant may establish a "rabbi trust" to
serve  as a  source  of  funds  from  which  it  can  satisfy  the  obligations.
Participants  in the Plan  will have no  rights  to any  assets  held by a rabbi
trust, except as general creditors of the Registrant.  Assets of any rabbi trust
will  at all  times  be  subject  to the  claims  of  the  Registrant's  general
creditors.

     No events of  default  exist  under the Plan nor is any  absence of default
evidence required.

     The  Registrant  reserves the right to amend or  terminate  the Plan at any
time,  except  that no such  amendment  shall  adversely  affect  the right of a
participant to the balance of his or her deferred account as of the date of such
amendment or termination. The Plan will remain in effect until it is terminated.

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*The Clear Channel  Communications,  Inc. Nonqualified Deferred Compensation
     Plan.

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.
               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.




<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>

                                  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*The Clear Channel  Communications,  Inc. Nonqualified Deferred Compensation
     Plan.

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": 34143}]
{"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": "333-74332", "film-number": "1804361"}, "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)
                                 ---------------

                       CLEAR CHANNEL COMMUNICATIONS, INC.
                     NONQUALIFIED DEFERRED COMPENSATION 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

--------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations            $75,000,000 (1)           100%         $ 75,000,000 (2)    $ 17,925
--------------------------------------------------------------------------------------------------------------------
Common Stock                                  15,000,000 (3)        $45.90 (4)      $688,500,000        $164,552
--------------------------------------------------------------------------------------------------------------------
Total                                                                               $763,500,000        $182,477
====================================================================================================================
(1)  The Deferred  Compensation  Obligations  are unsecured  obligations  of the
     Registrant to pay deferred  compensation  in the future in accordance  with
     the terms of the Clear Channel  Communications,  Inc. Nonqualified Deferred
     Compensation  Plan.
(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(h).
(3)  Pursuant  to Rule 416,  there are also  being  registered  such  additional
     shares of Registrant's  common stock as may become issuable pursuant to the
     antidilution   provisions  of  the  Clear  Channel   Communications,   Inc.
     Nonqualified Deferred Compensation Plan.
(4)  Estimated  solely for  purposes of  calculating  the  registration  fee, in
     accordance with Rule 457(h), on the basis of the price of securities of the
     same class, as determined in accordance with Rule 457(c), using the average
     of the high and low prices for the  Registrant's  common stock  reported on
     the New York Stock Exchange on November 23, 2001.
Part I

              INFORMATION REQUIREED 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 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  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.

     An  aggregate  principle  amount of  $25,000,000  of deferred  compensation
obligations  are being  registered  hereby based on estimated  contributions  of
participants in the Clear Channel  Communications,  Inc.  Nonqualified  Deferred
Compensation Plan (the "Plan").  Further amounts may be registered and issued as
new or existing Plan participants  elect to defer portions of their compensation
in subsequent years.

     The  obligations  of the  Registrant  to pay such  deferred  amounts to the
participants  in the Plan in the future in accordance with the terms of the Plan
(the  "Obligations")  will be unsecured and  unsubordinated  indebtedness of the
Registrant  and  will  rank  pari  passu  with  other  unsecured  unsubordinated
indebtedness  of the Registrant from time to time  outstanding.  Under the Plan,
there is no limitation on the  Registrant's  right to issue senior debt or other
securities.  The Obligations may also represent  amounts that the Registrant has
elected to credit to a participant's account under the Plan.

     The  amount  to be  deferred  by  each  participant  in the  Plan  will  be
determined  in accordance  with the Plan based on elections by the  participant.
Each  Obligation  will be  payable  on a date  selected  by the  participant  in
accordance with the terms of the Plan.

     Amounts  credited  to  a  participant's  account  are  credited  with  such
earnings,  gains and losses as would have accrued to the  participant's  account
had such funds  actually  been invested in one or more of the  investment  funds
designated  by the  Registrant  from  time to time.  Such  investment  funds may
include a fund deemed to be invested in the Registrant's  common stock. There is
no trading market for the Obligations.

     The Obligations are not subject in any manner to anticipation,  alienation,
sale, transfer, assignment, pledge, encumbrance,  attachment or garnishment. Any
attempt by any person to transfer or assign benefits under the Plan,  other than
a claim for benefits by a Participant  or his or her  beneficiary(ies),  will be
null and void.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the individual  payment dates specified by the participant,  at the option of
the Registrant or through  operation of a mandatory or optional  sinking fund or
analogous provision.

     Obligations  are  not  convertible   into  any  other   securities  of  the
Registrant.  The  Obligations  will not have the benefit of a negative pledge or
any other  affirmative or negative  covenant on the part of the  Registrant.  No
trustee has been  appointed to take action with respect to the  Obligations  and
each participant in the Plan will be responsible for enforcing his or her rights
with respect to the Obligations. The Registrant may establish a "rabbi trust" to
serve  as a  source  of  funds  from  which  it  can  satisfy  the  obligations.
Participants  in the Plan  will have no  rights  to any  assets  held by a rabbi
trust, except as general creditors of the Registrant.  Assets of any rabbi trust
will  at all  times  be  subject  to the  claims  of  the  Registrant's  general
creditors.

     No events of  default  exist  under the Plan nor is any  absence of default
evidence required.

     The  Registrant  reserves the right to amend or  terminate  the Plan at any
time,  except  that no such  amendment  shall  adversely  affect  the right of a
participant to the balance of his or her deferred account as of the date of such
amendment or termination. The Plan will remain in effect until it is terminated.

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*The Clear Channel  Communications,  Inc. Nonqualified Deferred Compensation
     Plan.

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.
               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.
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
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*The Clear Channel  Communications,  Inc. Nonqualified Deferred Compensation
     Plan.

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.