<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1997
                                                  REGISTRATION NO. 333-_______

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                    --------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                             JACOR COMMUNICATIONS, INC.
                       ---------------------------------------
                (Exact name of registrant as specified in its charter)

           DELAWARE                                              31-0978313
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               50 E. RIVERCENTER BLVD.
                                      12TH FLOOR
                              COVINGTON, KENTUCKY 41011
                              -------------------------
                           (Address of principal executive
                             offices including zip code)

                         1997 LONG-TERM INCENTIVE STOCK PLAN
                      -----------------------------------------
                               (Full title of the plan)

   R. CHRISTOPHER WEBER                                    COPY TO:
   SENIOR VICE PRESIDENT                           RICHARD G. SCHMALZL, ESQ. 
AND CHIEF FINANCIAL OFFICER                        JONATHAN D. NIEMEYER, ESQ.
GRAYDON, HEAD & RITCHEY                            JACOR COMMUNICATIONS, INC.
   50 E. RIVERCENTER BLVD.                         1900 FIFTH THIRD CENTER  
        12TH FLOOR                                 511 WALNUT STREET      
 COVINGTON, KENTUCKY 41011                         CINCINNATI, OHIO 45202   
      (606) 655-2267                               (513) 621-6464        

(Name, address and telephone number of agent for service)

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES    AMOUNT TO BE PROPOSED   MAXIMUM PROPOSED         MAXIMUM          AMOUNT OF
 TO BE REGISTERED            REGISTERED       OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
                                                    SHARE                PRICE               FEE
----------------------------------------------------------------------------------------------------------
<S>                   <C>                     <C>                  <C>                  <C>
                                                         
COMMON STOCK, $.01    1,524,000 SHARES(1)     $34.313(2)           $52,293,012          $15,844.94
PAR VALUE
----------------------------------------------------------------------------------------------------------
                                                         
COMMON STOCK, $.01      276,000 SHARES(3)     $28.625(4)           $ 7,900,500          $ 2,394.09
PAR VALUE
----------------------------------------------------------------------------------------------------------
</TABLE>

   (1) Represents the total number of shares of common stock currently 
reserved for the grant of stock-based awards under the Plan, less 276,000 
shares issuable upon the exercise of stock options granted prior to the date 
hereof, as described in note 3.

   (2) Estimated solely for purposes of calculating the amount of the 
registration fee pursuant to Rule 457(c) and (h), based upon the average of 
the high and low prices of Jacor Communications, Inc. ("Jacor") common stock 
in The Nasdaq National Market on May 30, 1997.

   (3) Represents the total number of shares of common stock issuable upon
the exercise of stock options granted to non-executive officers under the 
Plan on May 28, 1997, at an exercise price of $28.625 per share.

   (4) Exercise Price at which 276,000 stock options were granted under the Plan
on May 28, 1997.

<PAGE>

    Jacor Communications, Inc. (the "Registrant") is filing this Registration 
Statement on Form S-8 in order to register an aggregate of 1,800,000 shares 
of its common stock, $.01 par value, to be issued pursuant to its 1997 
Long-Term Incentive Stock Plan.

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

    The documents containing the information required in Part I of the 
Registration Statement will be provided to each participant in the Plan as 
required by Rule 428(b)(1).  Such documents are not being filed with the 
Securities and Exchange Commission (the "Commission") in accordance with the 
instructions to Form S-8.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference:

    (i)       the Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1996;

    (ii)      the Registrant's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1997;

    (iii)     the Registrant's Current Reports on Form 8-K dated January 9,
              1997, January 24, 1997, March 7, 1997 (amending the Company's
              Form 8-K dated October 23, 1996), March 21, 1997, as amended,
              April 8, 1997, as amended, May 5, 1997, and May 16, 1997; and

    (iv)      the Registrant's Form 8-B dated September 23, 1996.
           

    All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents.

Item 4.       DESCRIPTION OF SECURITIES.

    Not applicable.

Item 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

Item 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant, being incorporated under the General Corporation Law of the
State of Delaware, is empowered by Section 145 of such law ("Statute"), subject
to the procedures and


                                          2

<PAGE>

limitations stated in the Statute, to indemnify any person ("Indemnitee")
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by the Indemnitee in connection
with any threatened, pending, or completed action, suit, or proceeding to which
an Indemnitee is made a party or threatened to be made a party by reason of the
Indemnitee's being or having been a director, officer, employee or agent of the
Registrant or a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise at the request of the
Registrant.  The Statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.  The Statute also provides that the
Registrant may purchase insurance on behalf of any director, officer, employee
or agent.

    Article Sixth of the Registrant's Certificate of Incorporation contains
provisions permitted by Section 102 of the General Corporation Law of the State
of Delaware which eliminate personal liability of members of its board of
directors for violations of their fiduciary duty of care.  Neither the Delaware
General Corporation Law nor the Certificate of Incorporation, however, limits
the liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase under circumstances where such
payment or repurchase is not permitted under the Statute, or obtaining an
improper personal benefit.  Article Sixth of the Registrant's Certificate of
Incorporation also provides that the Registrant shall indemnify its directors
and officers to the fullest extent permitted under Section 145 of the Delaware
General Corporation Law.

    Article 8 of the Registrant's Bylaws provides that the Registrant is
obligated to indemnify a director or officer ("Indemnitee") in each and every
situation where the Registrant is obligated to make such indemnification
pursuant to the Statute.  The Registrant must also indemnify an Indemnitee in
each and every situation where, under the Statute, the Registrant is not
obligated but is nevertheless permitted or empowered to make such
indemnification.  However, before making such indemnification with respect to
any situation covered by the preceding sentence, (i) the Registrant shall
promptly make or cause to be made, by any of the methods referred to in
subsection (d) of the Statute, a determination as to whether the Indemnitee
acted in good faith and in a manner such Indemnitee reasonably believed to be in
or not opposed to the best interests of the Registrant, and, in the case of any
criminal action or proceeding, had no reasonable cause to believe that such
Indemnitee's conduct was unlawful, and (ii) no such indemnification shall be
made unless it is determined that such Indemnitee acted in good faith and in a
manner such Indemnitee reasonably believed to be in or not opposed to the best
interests of the Registrant, and, in the case of any criminal action or
proceeding, had no reasonable cause to believe that such Indemnitee's conduct
was unlawful.

    The Registrant currently maintains an insurance policy that provides
coverage pursuant to which the Registrant is to be reimbursed for amounts it may
be required or permitted by law to pay to indemnify directors and officers.


                                          3

<PAGE>

Item 7.       EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

Item 8.       EXHIBITS.

EXHIBIT       DESCRIPTION OF EXHIBIT

 4.1               1997 Long-Term Incentive Stock Plan [Filed as Annex 2 to the
                   Registrant's Definitive Proxy Statement filed with the
                   Commission on April 30, 1997, and incorporated by reference
                   herein]
 5.1               Opinion of Graydon, Head & Ritchey
23.1               Consent of Graydon, Head & Ritchey (included in Exhibit 5.1)
23.2               Consent of Coopers & Lybrand L.L.P.
23.3               Consent of Ernst & Young LLP

Item 9.       UNDERTAKINGS

A.       INDEMNIFICATION

    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 provisions referred to in Item 6, 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 Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other that 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 mater
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

B.       SUBSEQUENT EXCHANGE ACT DOCUMENTS

    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.


                                          4

<PAGE>

C.       OTHER

    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 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 reflect
                   in the form of prospectus filed with Commission pursuant to
                   Rule 424(b) if, in the aggregate, the changes in volume and
                   price represented no more than a 20% change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective registration
                   statement;

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

provided, however, that paragraphs 1(i) and 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 with or furnished to the
Commission 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 remains unsold at the termination of
the offering.


                                          5

<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 Covington, Commonwealth of Kentucky, on this 5th day
of June, 1997.

                                       JACOR COMMUNICATIONS, INC.


                                       By:  /S/ R. Christopher Weber
                                          -----------------------------
                                            R. Christopher Weber,
                                            Senior Vice President and
                                            Chief Financial Officer


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION> 


<S>           <C>                              <S>              <C>
June 5, 1997    /S/ Randy Michaels             June 5, 1997       /S/ Rod F. Dammeyer
              ------------------------------                    ------------------------------
                Randy Michaels, Chief                           Rod F. Dammeyer, Director
                Executive Officer and Director

                                               June 5, 1997       /S/ F. Philip Handy
              ------------------------------                    ------------------------------
                Robert L. Lawrence, President,                  F. Philip Handy, Director
                Chief Operating Officer and
                Director

June 5, 1997    /S/ Samuel Zell                June 1, 1997       /S/ Marc Lasry
              ------------------------------                    ------------------------------
                Samuel Zell, Chairman of the                    Marc Lasry, Director
                Board and Director

June 5, 1997    /S/ Sheli Z. Rosenberg         June 2, 1997       /S/ Maggie Wilderotter
              ------------------------------                    ------------------------------
                Sheli Z. Rosenberg, Vice                        Maggie Wilderotter, Director
                Chairman and Director

                                               June 5, 1997      /S/ R. Christopher Weber
              ------------------------------                    ------------------------------
                John W. Alexander, Director                     R. Christopher Weber, Senior
                                                                Vice President and Chief Financial
June 2, 1997    /S/ Peter C. B. Bynoe                           Officer (Principal Accounting and
              ------------------------------                    Financial Officer)
                Peter C. B. Bynoe, Director

</TABLE>

                                          6

<PAGE>
                                   INDEX TO EXHIBITS


                                                                          Page
Exhibit  Description of Exhibit                                          Number
-------  ----------------------                                          ------

4.1      1997 Long-Term Incentive Stock Plan [Filed as                   *
         Annex 2 to the Registrant's Definitive Proxy Statement
         filed with the Commission on April 30,1997, and
         incorporated by reference herein]

5.1      Opinion of Graydon, Head & Ritchey                              8

23.1     Consent of Graydon, Head & Ritchey (included in Exhibit 5.1)    8

23.2     Consent of Coopers & Lybrand L.L.P.                             9

23.3     Consent of Ernst & Young LLP                                   10


*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19384}]
{"company-data": {"conformed-name": "JACOR COMMUNICATIONS INC", "cik": "0000702808", "assigned-sic": "4832", "irs-number": "310978313", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28587", "film-number": "97619833"}, "business-address": {"street1": "50 E RIVERCENTER BLVD", "street2": "12TH FLOOR", "city": "COVINGTON", "state": "KY", "zip": "41011", "phone": "6066552267"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1997
                                                  REGISTRATION NO. 333-_______

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                    --------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                             JACOR COMMUNICATIONS, INC.
                       ---------------------------------------
                (Exact name of registrant as specified in its charter)

           DELAWARE                                              31-0978313
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               50 E. RIVERCENTER BLVD.
                                      12TH FLOOR
                              COVINGTON, KENTUCKY 41011
                              -------------------------
                           (Address of principal executive
                             offices including zip code)

                         1997 LONG-TERM INCENTIVE STOCK PLAN
                      -----------------------------------------
                               (Full title of the plan)

   R. CHRISTOPHER WEBER                                    COPY TO:
   SENIOR VICE PRESIDENT                           RICHARD G. SCHMALZL, ESQ. 
AND CHIEF FINANCIAL OFFICER                        JONATHAN D. NIEMEYER, ESQ.
GRAYDON, HEAD & RITCHEY                            JACOR COMMUNICATIONS, INC.
   50 E. RIVERCENTER BLVD.                         1900 FIFTH THIRD CENTER  
        12TH FLOOR                                 511 WALNUT STREET      
 COVINGTON, KENTUCKY 41011                         CINCINNATI, OHIO 45202   
      (606) 655-2267                               (513) 621-6464        

(Name, address and telephone number of agent for service)

                           CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES    AMOUNT TO BE PROPOSED   MAXIMUM PROPOSED         MAXIMUM          AMOUNT OF
 TO BE REGISTERED            REGISTERED       OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
                                                    SHARE                PRICE               FEE
----------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01    1,524,000 SHARES(1)     $34.313(2)           $52,293,012          $15,844.94
PAR VALUE
----------------------------------------------------------------------------------------------------------
                                                         
COMMON STOCK, $.01      276,000 SHARES(3)     $28.625(4)           $ 7,900,500          $ 2,394.09
PAR VALUE
----------------------------------------------------------------------------------------------------------
(1) Represents the total number of shares of common stock currently 
reserved for the grant of stock-based awards under the Plan, less 276,000 
shares issuable upon the exercise of stock options granted prior to the date 
hereof, as described in note 3.

   (2) Estimated solely for purposes of calculating the amount of the 
registration fee pursuant to Rule 457(c) and (h), based upon the average of 
the high and low prices of Jacor Communications, Inc. ("Jacor") common stock 
in The Nasdaq National Market on May 30, 1997.

   (3) Represents the total number of shares of common stock issuable upon
the exercise of stock options granted to non-executive officers under the 
Plan on May 28, 1997, at an exercise price of $28.625 per share.

   (4) Exercise Price at which 276,000 stock options were granted under the Plan
on May 28, 1997.
Jacor Communications, Inc. (the "Registrant") is filing this Registration 
Statement on Form S-8 in order to register an aggregate of 1,800,000 shares 
of its common stock, $.01 par value, to be issued pursuant to its 1997 
Long-Term Incentive Stock Plan.

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

    The documents containing the information required in Part I of the 
Registration Statement will be provided to each participant in the Plan as 
required by Rule 428(b)(1).  Such documents are not being filed with the 
Securities and Exchange Commission (the "Commission") in accordance with the 
instructions to Form S-8.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference:

    (i)       the Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1996;

    (ii)      the Registrant's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1997;

    (iii)     the Registrant's Current Reports on Form 8-K dated January 9,
              1997, January 24, 1997, March 7, 1997 (amending the Company's
              Form 8-K dated October 23, 1996), March 21, 1997, as amended,
              April 8, 1997, as amended, May 5, 1997, and May 16, 1997; and

    (iv)      the Registrant's Form 8-B dated September 23, 1996.
           

    All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents.

Item 4.       DESCRIPTION OF SECURITIES.

    Not applicable.

Item 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

Item 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant, being incorporated under the General Corporation Law of the
State of Delaware, is empowered by Section 145 of such law ("Statute"), subject
to the procedures and

                                          2
limitations stated in the Statute, to indemnify any person ("Indemnitee")
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by the Indemnitee in connection
with any threatened, pending, or completed action, suit, or proceeding to which
an Indemnitee is made a party or threatened to be made a party by reason of the
Indemnitee's being or having been a director, officer, employee or agent of the
Registrant or a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise at the request of the
Registrant.  The Statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.  The Statute also provides that the
Registrant may purchase insurance on behalf of any director, officer, employee
or agent.

    Article Sixth of the Registrant's Certificate of Incorporation contains
provisions permitted by Section 102 of the General Corporation Law of the State
of Delaware which eliminate personal liability of members of its board of
directors for violations of their fiduciary duty of care.  Neither the Delaware
General Corporation Law nor the Certificate of Incorporation, however, limits
the liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase under circumstances where such
payment or repurchase is not permitted under the Statute, or obtaining an
improper personal benefit.  Article Sixth of the Registrant's Certificate of
Incorporation also provides that the Registrant shall indemnify its directors
and officers to the fullest extent permitted under Section 145 of the Delaware
General Corporation Law.

    Article 8 of the Registrant's Bylaws provides that the Registrant is
obligated to indemnify a director or officer ("Indemnitee") in each and every
situation where the Registrant is obligated to make such indemnification
pursuant to the Statute.  The Registrant must also indemnify an Indemnitee in
each and every situation where, under the Statute, the Registrant is not
obligated but is nevertheless permitted or empowered to make such
indemnification.  However, before making such indemnification with respect to
any situation covered by the preceding sentence, (i) the Registrant shall
promptly make or cause to be made, by any of the methods referred to in
subsection (d) of the Statute, a determination as to whether the Indemnitee
acted in good faith and in a manner such Indemnitee reasonably believed to be in
or not opposed to the best interests of the Registrant, and, in the case of any
criminal action or proceeding, had no reasonable cause to believe that such
Indemnitee's conduct was unlawful, and (ii) no such indemnification shall be
made unless it is determined that such Indemnitee acted in good faith and in a
manner such Indemnitee reasonably believed to be in or not opposed to the best
interests of the Registrant, and, in the case of any criminal action or
proceeding, had no reasonable cause to believe that such Indemnitee's conduct
was unlawful.

    The Registrant currently maintains an insurance policy that provides
coverage pursuant to which the Registrant is to be reimbursed for amounts it may
be required or permitted by law to pay to indemnify directors and officers.

                                          3
Item 7.       EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

Item 8.       EXHIBITS.

EXHIBIT       DESCRIPTION OF EXHIBIT

 4.1               1997 Long-Term Incentive Stock Plan [Filed as Annex 2 to the
                   Registrant's Definitive Proxy Statement filed with the
                   Commission on April 30, 1997, and incorporated by reference
                   herein]
 5.1               Opinion of Graydon, Head & Ritchey
23.1               Consent of Graydon, Head & Ritchey (included in Exhibit 5.1)
23.2               Consent of Coopers & Lybrand L.L.P.
23.3               Consent of Ernst & Young LLP

Item 9.       UNDERTAKINGS

A.       INDEMNIFICATION

    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 provisions referred to in Item 6, 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 Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other that 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 mater
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

B.       SUBSEQUENT EXCHANGE ACT DOCUMENTS

    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.

                                          4
C.       OTHER

    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 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 reflect
                   in the form of prospectus filed with Commission pursuant to
                   Rule 424(b) if, in the aggregate, the changes in volume and
                   price represented no more than a 20% change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective registration
                   statement;

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

provided, however, that paragraphs 1(i) and 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 with or furnished to the
Commission 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 remains unsold at the termination of
the offering.

                                          5
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 Covington, Commonwealth of Kentucky, on this 5th day
of June, 1997.

                                       JACOR COMMUNICATIONS, INC.

                                       By:  /S/ R. Christopher Weber
                                          -----------------------------
                                            R. Christopher Weber,
                                            Senior Vice President and
                                            Chief Financial Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
June 5, 1997    /S/ Randy Michaels             June 5, 1997       /S/ Rod F. Dammeyer
              ------------------------------                    ------------------------------
                Randy Michaels, Chief                           Rod F. Dammeyer, Director
                Executive Officer and Director

                                               June 5, 1997       /S/ F. Philip Handy
              ------------------------------                    ------------------------------
                Robert L. Lawrence, President,                  F. Philip Handy, Director
                Chief Operating Officer and
                Director

June 5, 1997    /S/ Samuel Zell                June 1, 1997       /S/ Marc Lasry
              ------------------------------                    ------------------------------
                Samuel Zell, Chairman of the                    Marc Lasry, Director
                Board and Director

June 5, 1997    /S/ Sheli Z. Rosenberg         June 2, 1997       /S/ Maggie Wilderotter
              ------------------------------                    ------------------------------
                Sheli Z. Rosenberg, Vice                        Maggie Wilderotter, Director
                Chairman and Director

                                               June 5, 1997      /S/ R. Christopher Weber
              ------------------------------                    ------------------------------
                John W. Alexander, Director                     R. Christopher Weber, Senior
                                                                Vice President and Chief Financial
June 2, 1997    /S/ Peter C. B. Bynoe                           Officer (Principal Accounting and
              ------------------------------                    Financial Officer)
                Peter C. B. Bynoe, Director
6
INDEX TO EXHIBITS

                                                                          Page
Exhibit  Description of Exhibit                                          Number
-------  ----------------------                                          ------

4.1      1997 Long-Term Incentive Stock Plan [Filed as                   *
         Annex 2 to the Registrant's Definitive Proxy Statement
         filed with the Commission on April 30,1997, and
         incorporated by reference herein]

5.1      Opinion of Graydon, Head & Ritchey                              8

23.1     Consent of Graydon, Head & Ritchey (included in Exhibit 5.1)    8

23.2     Consent of Coopers & Lybrand L.L.P.                             9

23.3     Consent of Ernst & Young LLP                                   10

*  Incorporated by reference.