As filed with the Securities and Exchange Commission on August 20, 1998
                                                 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 Concord Plaza, Suite 600
                            San Antonio, Texas 78216
          (Address, including zip code, of principal executive offices)
                                 ---------------

                       Clear Channel Communications, Inc.
                            1998 Stock Incentive Plan
                       and Various Other Option Agreements
                            (Full title of the Plans)
                                 ---------------

                                  L. Lowry Mays
                          200 Concord Plaza, Suite 600
                            San Antonio, Texas 78216
                                 (210) 822-2828
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
 ========================================= ----------------------- --------------- ----------------- ---------------
                                                                      Proposed         Proposed
                 Title of                          Amount             Maximum          Maximum         Amount of
                Securities                         to be              Offering        Aggregate       Registration
             to be Registered                    Registered          Price Per      Offering Price        Fee
                                                                       Share
 <S>                                       <C>                     <C>             <C>               <C>    
 ----------------------------------------- ----------------------- --------------- ----------------- ---------------
 Common Stock, par value $.10 per share    654,684 shares (1)         $37.38(2)     $24,472,087 (2)        $7,219
                                                                   
 ----------------------------------------- ----------------------- --------------- ----------------- ---------------
 Common Stock, par value $.10 per share    14,515,240 shares (3)      $52.8125(4)   $766,586,113 (4)       $226,143
                                                                   
 ----------------------------------------- ----------------------- --------------- ----------------- ---------------
 Total                                     15,169,924 shares                                               $233,362
 ========================================= ======================= =============== ================= ===============
</TABLE>

(1)  Issuable upon exercise of stock options  previously granted under the Clear
     Channel  Communications,  Inc.  1998 Stock  Incentive  Plan and pursuant to
     certain other option agreements.
(2)  For the  purpose of  calculating  the  registration  fee  pursuant  to Rule
     457(h),  the offering price and  registration fee are computed on the basis
     of  the  weighted   average   exercise  price  with  respect  to  currently
     outstanding options.
(3)  Issuable upon the exercise of options or other incentive stock grants to be
     granted under the Clear Channel  Communications,  Inc. 1998 Stock Incentive
     Plan.
(4)  Pursuant  to Rule  457(c),  the  offering  price and  registration  fee are
     computed  on the  basis of the  average  of the high and low  prices of the
     Common  Stock,  as  reported  by the New York Stock  Exchange on August 17,
     1998.




<PAGE>



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1998.

         3. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1998.

         4. The Company's Current Report on Form 8-K filed July 10, 1998.

         5. The Company's Current Report on Form 8-K filed April 10, 1998.

         6.   The Company's  Current Report on Form 8-K filed March 12, 1998, as
              amended by Form 8-K/A filed on March 23, 1998.

         7. The Company's Current Report on Form 8-K filed December 22, 1997.

         8. The Company's Current Report on Form 8-K filed April 17, 1997.

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

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Alan D. Feld, the sole shareholder of a professional  corporation which
is a partner of Akin, Gump, Strauss,  Hauer & Feld, L.L.P., is a director of the
Registrant  and owns  approximately  180,000  shares of Common Stock  (including
presently  exercisable  nonqualified  options to acquire  approximately  102,000
shares).

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

<PAGE>

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 the Company's
                  Registration  Statement on Form S-1 (Reg. No. 33-289161) dated
                  April 19, 1984).

 4.2              Third Amended and Restated Credit Agreement by and among Clear
                  Channel  Communications,  Inc., NationsBank of Texas, N.A., as
                  administrative  lender,  the First National Bank of Boston, as
                  documentation agent, the Bank of Montreal and Toronto Dominion
                  (Texas),  Inc., as  co-syndication  agents,  and certain other
                  lenders  dated April 10, 1997.  (Incorporated  by reference to
                  the  exhibits  of  the  Company's   Amendment  No.  1  to  the
                  Registration Statement on Form S-3 (Reg. No.
                  333-25497) dated May 9, 1997).

 4.3              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 exhibit  4.2 of the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1997).

 4.4              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 exhibit 4.4 of the  Company's
                  Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  1998).

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

<PAGE>

 23.1             Consent of Ernst & Young LLP.

 23.2             Consent of KPMG.

 23.3             Consent of KPMG Peat Marwick LLP.

 23.4             Consent of Arthur Andersen LLP.

 23.5             Consent of PricewaterhouseCoopers LLP.

 23.6             Consent of PricewaterhouseCoopers LLP.

 23.7             Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                  in opinion filed as Exhibit 5.1).

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

Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement;

                    (iii) To include any  material  information  with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any  material  change  to such  information  in the  Registration  Statement;
provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

<PAGE>

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.



<PAGE>





                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Antonio, State of Texas, on August 17, 1997.


                                          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                 August 17, 1998
 L. Lowry Mays              Officer and Director

 /s/ Randall T. Mays         Senior Vice President/          August 14, 1998
 Randall T. Mays            Chief Financial Officer 
                           (Principal Financial Officer)

 /s/ Herbert W. Hill, Jr.     Senior Vice President/         August 14, 1998
 Herbert W. Hill, Jr.       Chief Accounting Officer 
                          (Principal Accounting Officer)

 /s/ Mark P. Mays        President, Chief Operating          August 14, 1998
 Mark P. Mays               Officer and Director

 /s/ B.J. McCombs                Director                    August 14, 1998
 B.J. McCombs

 /s/ Alan D. Feld                Director                    August 14, 1998
 Alan D. Feld

 /s/ Theodore H Strauss          Director                    August 14, 1998
 Theodore H. Strauss

 /s/ John H. Williams            Director                    August 14, 1998
 John H. Williams

 /s/ Karl Eller                  Director                    August 14, 1998
 Karl Eller



<PAGE>


                                    EXHIBITS
                                INDEX TO EXHIBITS


Exhibit No.                                 Exhibit

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

        4.2       Third Amended and Restated Credit Agreement by and among Clear
                  Channel  Communications,  Inc., NationsBank of Texas, N.A., as
                  administrative  lender,  the First National Bank of Boston, as
                  documentation agent, the Bank of Montreal and Toronto Dominion
                  (Texas),  Inc., as  co-syndication  agents,  and certain other
                  lenders  dated April 10, 1997.  (Incorporated  by reference to
                  the  exhibits  of  the  Company's   Amendment  No.  1  to  the
                  Registration Statement on Form S-3 (Reg. No.
                  333-25497) dated May 9, 1997).

        4.3       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  exhibit  4.2 of the
                  Company's  Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1997).

        4.4       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 exhibit 4.4 of the  Company's
                  Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  1998).

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

      23.1        Consent of Ernst & Young LLP.

      23.2        Consent of KPMG.

      23.3        Consent of KPMG Peat Marwick LLP.

      23.4        Consent of Arthur Andersen LLP.

      23.5        Consent of PricewaterhouseCoopers LLP.

      23.6        Consent of PricewaterhouseCoopers LLP.

      23.7        Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                  in opinion filed as Exhibit 5.1).

       24         Power of Attorney (included on signature page of this
                  Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20995}]
{"company-data": {"conformed-name": "CLEAR CHANNEL COMMUNICATIONS INC", "cik": "0000739708", "assigned-sic": "4832", "irs-number": "741787536", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61883", "film-number": "98694913"}, "business-address": {"street1": "200 CONCORD PLAZA", "street2": "STE 600", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2108222828"}, "mail-address": {"street1": "200 CONCORD PLAZA SUITE 600", "street2": "200 CONCORD PLAZA SUITE 600", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}}
As filed with the Securities and Exchange Commission on August 20, 1998
                                                 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 Concord Plaza, Suite 600
                            San Antonio, Texas 78216
          (Address, including zip code, of principal executive offices)
                                 ---------------

                       Clear Channel Communications, Inc.
                            1998 Stock Incentive Plan
                       and Various Other Option Agreements
                            (Full title of the Plans)
                                 ---------------

                                  L. Lowry Mays
                          200 Concord Plaza, Suite 600
                            San Antonio, Texas 78216
                                 (210) 822-2828
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------
CALCULATION OF REGISTRATION FEE
 ========================================= ----------------------- --------------- ----------------- ---------------
                                                                      Proposed         Proposed
                 Title of                          Amount             Maximum          Maximum         Amount of
                Securities                         to be              Offering        Aggregate       Registration
             to be Registered                    Registered          Price Per      Offering Price        Fee
                                                                       Share
----------------------------------------- ----------------------- --------------- ----------------- ---------------
 Common Stock, par value $.10 per share    654,684 shares (1)         $37.38(2)     $24,472,087 (2)        $7,219
                                                                   
 ----------------------------------------- ----------------------- --------------- ----------------- ---------------
 Common Stock, par value $.10 per share    14,515,240 shares (3)      $52.8125(4)   $766,586,113 (4)       $226,143
                                                                   
 ----------------------------------------- ----------------------- --------------- ----------------- ---------------
 Total                                     15,169,924 shares                                               $233,362
 ========================================= ======================= =============== ================= ===============
(1)  Issuable upon exercise of stock options  previously granted under the Clear
     Channel  Communications,  Inc.  1998 Stock  Incentive  Plan and pursuant to
     certain other option agreements.
(2)  For the  purpose of  calculating  the  registration  fee  pursuant  to Rule
     457(h),  the offering price and  registration fee are computed on the basis
     of  the  weighted   average   exercise  price  with  respect  to  currently
     outstanding options.
(3)  Issuable upon the exercise of options or other incentive stock grants to be
     granted under the Clear Channel  Communications,  Inc. 1998 Stock Incentive
     Plan.
(4)  Pursuant  to Rule  457(c),  the  offering  price and  registration  fee are
     computed  on the  basis of the  average  of the high and low  prices of the
     Common  Stock,  as  reported  by the New York Stock  Exchange on August 17,
     1998.
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, 1997.

         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1998.

         3. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1998.

         4. The Company's Current Report on Form 8-K filed July 10, 1998.

         5. The Company's Current Report on Form 8-K filed April 10, 1998.

         6.   The Company's  Current Report on Form 8-K filed March 12, 1998, as
              amended by Form 8-K/A filed on March 23, 1998.

         7. The Company's Current Report on Form 8-K filed December 22, 1997.

         8. The Company's Current Report on Form 8-K filed April 17, 1997.

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

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Alan D. Feld, the sole shareholder of a professional  corporation which
is a partner of Akin, Gump, Strauss,  Hauer & Feld, L.L.P., is a director of the
Registrant  and owns  approximately  180,000  shares of Common Stock  (including
presently  exercisable  nonqualified  options to acquire  approximately  102,000
shares).

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 the Company's
                  Registration  Statement on Form S-1 (Reg. No. 33-289161) dated
                  April 19, 1984).

 4.2              Third Amended and Restated Credit Agreement by and among Clear
                  Channel  Communications,  Inc., NationsBank of Texas, N.A., as
                  administrative  lender,  the First National Bank of Boston, as
                  documentation agent, the Bank of Montreal and Toronto Dominion
                  (Texas),  Inc., as  co-syndication  agents,  and certain other
                  lenders  dated April 10, 1997.  (Incorporated  by reference to
                  the  exhibits  of  the  Company's   Amendment  No.  1  to  the
                  Registration Statement on Form S-3 (Reg. No.
                  333-25497) dated May 9, 1997).

 4.3              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 exhibit  4.2 of the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1997).

 4.4              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 exhibit 4.4 of the  Company's
                  Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  1998).

  5               Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1             Consent of Ernst & Young LLP.

 23.2             Consent of KPMG.

 23.3             Consent of KPMG Peat Marwick LLP.

 23.4             Consent of Arthur Andersen LLP.

 23.5             Consent of PricewaterhouseCoopers LLP.

 23.6             Consent of PricewaterhouseCoopers LLP.

 23.7             Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                  in opinion filed as Exhibit 5.1).

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

Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement;

                    (iii) To include any  material  information  with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any  material  change  to such  information  in the  Registration  Statement;
provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.
(b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Antonio, State of Texas, on August 17, 1997.

                                          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                 August 17, 1998
 L. Lowry Mays              Officer and Director

 /s/ Randall T. Mays         Senior Vice President/          August 14, 1998
 Randall T. Mays            Chief Financial Officer 
                           (Principal Financial Officer)

 /s/ Herbert W. Hill, Jr.     Senior Vice President/         August 14, 1998
 Herbert W. Hill, Jr.       Chief Accounting Officer 
                          (Principal Accounting Officer)

 /s/ Mark P. Mays        President, Chief Operating          August 14, 1998
 Mark P. Mays               Officer and Director

 /s/ B.J. McCombs                Director                    August 14, 1998
 B.J. McCombs

 /s/ Alan D. Feld                Director                    August 14, 1998
 Alan D. Feld

 /s/ Theodore H Strauss          Director                    August 14, 1998
 Theodore H. Strauss

 /s/ John H. Williams            Director                    August 14, 1998
 John H. Williams

 /s/ Karl Eller                  Director                    August 14, 1998
 Karl Eller
EXHIBITS
                                INDEX TO EXHIBITS

Exhibit No.                                 Exhibit

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

        4.2       Third Amended and Restated Credit Agreement by and among Clear
                  Channel  Communications,  Inc., NationsBank of Texas, N.A., as
                  administrative  lender,  the First National Bank of Boston, as
                  documentation agent, the Bank of Montreal and Toronto Dominion
                  (Texas),  Inc., as  co-syndication  agents,  and certain other
                  lenders  dated April 10, 1997.  (Incorporated  by reference to
                  the  exhibits  of  the  Company's   Amendment  No.  1  to  the
                  Registration Statement on Form S-3 (Reg. No.
                  333-25497) dated May 9, 1997).

        4.3       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  exhibit  4.2 of the
                  Company's  Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1997).

        4.4       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 exhibit 4.4 of the  Company's
                  Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  1998).

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

      23.1        Consent of Ernst & Young LLP.

      23.2        Consent of KPMG.

      23.3        Consent of KPMG Peat Marwick LLP.

      23.4        Consent of Arthur Andersen LLP.

      23.5        Consent of PricewaterhouseCoopers LLP.

      23.6        Consent of PricewaterhouseCoopers LLP.

      23.7        Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                  in opinion filed as Exhibit 5.1).

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