As filed with the Securities and Exchange Commission on June 20, 1997

                                               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 incorporation              (I.R.S. employer
               or organization)                           identification number)

                          200 Concord Plaza, Suite 600
                            San Antonio, Texas 78216
          (Address, including zip code, of principal executive offices)
                                 ---------------

                         Option Agreements for Officers;
                Incentive Compensation Grants for Employees; and
                    Equity Interest Agreements for Employees
                            (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 Price      Aggregate       Registration
             to be Registered                   Registered          Per Share      Offering Price         Fee
<S>                 <C>                               <C>                <C>              <C>              <C>

 ----------------------------------------- --------------------- ---------------- ----------------- ----------------
 Common Stock, par value $.10 per share    1,468,181 shares (1)       $12.99 (2)  $19,071,671 (2)       $5,779
 ----------------------------------------- --------------------- ---------------- ----------------- ----------------
 Common Stock, par value $.10 per share      147,860 shares(3)        $57.50 (4)  $ 8,501,950 (4)       $2,576
 ----------------------------------------- --------------------- ---------------- ----------------- ----------------
 Total                                     1,616,041 shares                                              $8,355
 ========================================= ===================== ================ ================= ================
</TABLE>

(1)  Issuable upon exercise of non-qualified options previously granted pursuant
     to certain 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  distribution  of shares  pursuant to certain  incentive
     compensation grants and equity interest agreements.
(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 June 16, 1997.

<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:

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

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

         (c)    The Registrant's Current Report on Form 8-K dated April 17,1997;

         (d)    The Registrant's Current Report on Form 8-K dated June 5, 1996;

         (e)    The Registrant's Current Report on form 8-K dated May 24, 1996.

         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  48,000  shares  of  Common  Stock  (including   presently
exercisable nonqualified options to acquire 40,000 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. 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  Registration  Statement on Form
                  S-3, as amended (Reg. No. 333-25497), dated May 9, 1997.)

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

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

  23.2            Consent of Ernst & Young LLP.

  23.3            Consent of KPMG.

  23.4            Consent of KPMG Peat Marwick LLP.

  23.5            Consent of Arthur Andersen LLP.

  23.6            Consent of KPMG Peat Marwick LLP.

  23.7            Consent of Ernst & Young LLP.

  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.



<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 June 20, 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. 

<TABLE>
<CAPTION>


                   Name                                          Title                               Date
<S>                 <C>                                          <C>                                 <C>

 /s/ L. LOWRY MAYS                                          Chief Executive                     June 20, 1997
 L. Lowry Mays                                           Officer and Director

 /s/ RANDALL T. MAYS                             Senior Vice President/Chief Financial          June 20, 1997
 Randall T. Mays                                 Officer (Principal Financial Officer)

 /s/ HERBERT W. HILL, JR.                        Senior Vice President/Chief Accounting         June 20, 1997
 Herbert W. Hill, Jr.                           Officer (Principal Accounting Officer)

 /s/ B.J. MCCOMBS                                              Director                         June 20, 1997
 B.J. McCombs

 /s/ ALAN D. FELD                                              Director                         June 20, 1997
 Alan D. Feld

 /s/ THEODORE H. STRAUSS                                       Director                         June 20, 1997
 Theodore H. Strauss

 /s/ JOHN H. WILLIAMS                                          Director                         June 20, 1997
 John H. Williams

 /s/ KARL ELLER                                                Director                         June 20, 1997
 Karl Eller

</TABLE>
<PAGE>


                                    EXHIBITS
                                INDEX TO EXHIBITS


Exhibit No.                                      Exhibit

 4.1               Buy-Sell Agreement by and between Clear Channel
                   Communications, Inc., L. Lowry Mays, B.J. McCombs,
                   John M. Schaefer and John W. Barger, dated May 31, 1977.
                   (Incorporated by reference to the exhibits of the Company's
                   Registration Statement on Form S-1 (Reg. No. 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
                   Registration Statement on Form S-3, as amended (Reg. No. 
                   333-25497), dated May 9, 1997.)

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

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

 23.2             Consent of Ernst & Young LLP.

 23.3             Consent of KPMG.

 23.4             Consent of KPMG Peat Marwick LLP.

 23.5             Consent of Arthur Andersen LLP.

 23.6             Consent of KPMG Peat Marwick LLP.

 23.7             Consent of Ernst & Young LLP.

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


<PAGE>


                                    EXHIBIT 5

                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                             1500 NATIONSBANK PLAZA
                               300 CONVENT STREET
                            SAN ANTONIO, TEXAS 78205
                                 (210) 270-0800

                                  June 17, 1997

Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas  78216

Gentlemen:

         We have acted as counsel to Clear  Channel  Communications,  Inc.  (the
"Company") in connection with the preparation for filing with the Securities and
Exchange  Commission of a Registration  Statement on Form S-8 (the "Registration
Statement")  under the  Securities  Act of 1933,  as amended.  The  Registration
Statement  relates to 1,616,041  shares of the Company's Common Stock, par value
$.10 per share  (the  "Common  Stock"),  1,468,181  of which are  issuable  upon
exercise of options  currently  outstanding under certain option agreements (the
"Option  Agreements") with officers of Eller Media  Corporation  ("Eller Media")
(the  "Option  Shares")  and 147,860 of which are  issuable  pursuant to certain
incentive compensation grants and equity interest agreements of Eller Media (the
"Grants")  assumed  by the  Company  pursuant  to that  certain  Stock  Purchase
Agreement by and between the Company,  Eller Media and certain  stockholders  of
Eller Media dated February 25, 1997, as amended (the "Grant Shares").

         We have examined such corporate  records,  documents,  instruments  and
certificates  of the Company and have  received  such  representations  from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed  necessary,  relevant or  appropriate  to enable us to render the
opinion expressed  herein. In such examination,  we have assumed the genuineness
of all signatures and the  authenticity of all documents,  instruments,  records
and certificates submitted to us as originals.

         We have further assumed that:

          (i)     all applicable  state  securities laws will have been complied
                  with,  as of any  option  exercise  date with  respect  to the
                  Option Agreements and as of any distribution date with respect
                  to the Grants;

         (ii)     the  Option  Shares  issuable  upon  exercise  of the  options
                  granted pursuant to the Option Agreements and the Grant Shares
                  issuable pursuant to the Grants will be validly authorized and
                  available  for issuance  (as of the date  hereof,  there are a
                  sufficient  number  of  shares  of  Common  Stock  authorized,
                  unissued  and  reserved  to cover the  issuance of the maximum
                  number of shares of Common Stock currently  provided for under
                  the Option Agreements and the Grants);

         (iii)    the options granted pursuant to the Option  Agreements will be
                  exercised  in   accordance   with  the  terms  of  the  Option
                  Agreements and any other applicable documents;

<PAGE>

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Clear Channel Communications, Inc.
June 17, 1997
Page 2

         (iv)     the  Grant  Shares  issued  pursuant  to  the  Grants  will be
                  issued in  accordance  with  the  terms of  the Grants and any
                  other applicable documents;

         (v)      the Option  Shares  issued upon  exercise  of options  granted
                  pursuant to the Option  Agreements and the Grant Shares issued
                  pursuant  to the  Grants  will  be  evidenced  by  appropriate
                  certificates properly executed and delivered;

         (vi)     on the date of exercise,  the options granted  pursuant to the
                  Option  Agreements (and all documents related thereto) will be
                  duly   executed,   as  applicable,   authorized,   issued  and
                  delivered;  will constitute the valid and binding  obligations
                  of the Company enforceable in accordance with their respective
                  terms; and

         (vii)    on the date of  distribution,  the Grants  (and all  documents
                  related  thereto)  will  be  duly  executed,   as  applicable,
                  authorized,  issued and delivered;  will  constitute the valid
                  and  binding   obligations  of  the  Company   enforceable  in
                  accordance with their respective terms.

         Based upon the foregoing,  we are of the opinion that the Option Shares
will, if, as, and when the options granted pursuant to the Option Agreements are
exercised,  and upon issuance and delivery of the Common Stock  against  payment
therefor in the manner contemplated by the Option Agreement,  be validly issued,
fully paid and non-assessable shares of Common Stock of the Company. We are also
of the opinion that the Grant Shares will, if, as, and when the Grant Shares are
distributed in the manner  contemplated by the Grants, be validly issued,  fully
paid and non-assessable shares of Common Stock of the Company.

         We  consent  to  the  filing  of  this  opinion  as  Exhibit  5 to  the
Registration Statement.


                                   Very truly yours,

                  /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.


<PAGE>

                                                                EXHIBIT NO. 23.2



                        CONSENT OF INDEPENDENT AUDITORS



     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining  to the  Non-Qualified  Option  Grant to Karl Eller dated
April 10, 1997, the Non-Qualified  Option Grant to Paul J. Meyer dated April 10,
1997,  the  Non-Qualified  Option Grant to Timothy J.  Donmoyer  dated April 10,
1997,  and the Eller Media Company  Senior  Management  Incentive  Plan of Clear
Channel Communications,  Inc. of our reports dated February 17, 1997 (except for
Note K, as to  which  the  date is  February  25,  1997),  with  respect  to the
consolidated  financial  statements  of  Clear  Channel   Communications,   Inc.
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December  31,  1996  and the  related  financial  statement  schedules  included
therein, filed with the Securities and Exchange Commission.
                                                  



                                                           /s/ ERNST & YOUNG LLP
                                                             ERNST & YOUNG LLP
June 17, 1997
San Antonio, Texas

<PAGE>


                                                                EXHIBIT NO. 23.3


Board of Directors 
Clear Channel Communications, Inc.


     We consent to the incorporation by reference in the  Registration Statement
Form S-8 pertaining to the  Non-Qualified  Option Grants to Karl Eller,  Paul J.
Meyer,  Timothy J. Donmoyer and Eller Media Company Senior Management  Incentive
Plan of our report dated March 4, 1997,  relating to the consolidated  financial
statements of Australian  Radio Network Pty Limited and its controlled  entities
(such  consolidated  financial  statements not separately  presented in the Form
10-K  referred to below),  which report  appears in the December 31, 1996 annual
report on Form 10-K of Clear Channel Communications, Inc.




/s/ KPMG
KPMG
Sydney, Australia
June 18, 1997

<PAGE>




                                                                EXHIBIT NO. 23.4

The Board of Directors
PMG Holdings, Inc.


     We consent to the incorporation by reference in the Registration  Statement
on Form S-8 of Clear Channel Communications,  Inc. of our report dated April 27,
1995 with respect to the  consolidated  balance sheet of PMG Holdings,  Inc. and
subsidiaries as of December 31, 1994 and the related consolidated  statements of
operations,  changes in  stockholders'  deficit and cash flows for the year then
ended,  which report  appears in the Current Report on Form 8-K of Clear Channel
Communications, Inc. dated April 17, 1997.



                                                    /s/ KPMG PEAT MARWICK LLP   
                                                        KPMG Peat Marwick LLP
Stamford, Connecticut
June 17, 1997


<PAGE>
     

                                                                    EXHIBIT 23.5

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement on Form S-8 of our reports dated March
14,  1997 and March 9,  1995  included  in Clear  Channel  Communications,  Inc.
Current  Report on Form 8-K,  filed April 17, 1997 and to all  references to our
firm included in this registration statement.





                                                  /s/ ARTHUR ANDERSEN LLP     
                                                      Arthur Andersen LLP
Phoenix, Arizona,
June 17, 1997.

<PAGE>


                                                              EXHIBIT NO. 23.6

                        Consent of KPMG Peat Marwick LLP


Radio Equity Partners, L.P. and subsidiary:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8 pertaining to the  Non-Qualified  Option Grants to Karl Eller,  Paul J.
Meyer,  Timothy J. Donmoyer and Eller Media Company Senior Management  Incentive
Plan of Clear Channel  Communications,  Inc. of our report dated March 29, 1996,
relating to the consolidated  balance sheets of Radio Equity Partners,  L.P. and
subsidiary  as of  December  31,  1995 and 1994,  and the  related  consolidated
statements of  operations,  partners'  capital and cash flows for the years then
ended,  which report  appears in the Current Report on Form 8-K of Clear Channel
Communications, Inc. dated June 5, 1996.

                                                  /s/ KPMG PEAT MARWICK LLP
                                                      KPMG Peat Marwick LLP

New York, New York
June 20, 1997



<PAGE>

                                                                EXHIBIT NO. 23.7


                        Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration  Statement
     (Form S-8) pertaining to the Non-Qualified Option Grant to Karl Eller dated
     April 10, 1997, the Non-Qualified Option Grant to Paul J. Meyer dated April
     10, 1997, the Non-Qualified Option Grant to Timothy J. Donmoyer dated April
     10, 1997, and the Eller Media Company Senior  Management  Incentive Plan of
     Clear Channel  Communications,  Inc. of our reports dated March 4, 1996 and
     March 10, 1995 with respect to the consolidated  financial statements of US
     Radio,  Inc.  and  the  combined   financial   statements  of  Ragan  Henry
     Communications  Group,  L.P., US Radio, L.P., and US Radio Stations, L.P.,
     respectively.


                                                  /s/ ERNST & YOUNG LLP
                                                      Ernst & Young LLP

June 17, 1997
Philadelphia, Pennsylvania
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{"company-data": {"conformed-name": "CLEAR CHANNEL COMMUNICATIONS INC", "cik": "0000739708", "assigned-sic": "4832", "irs-number": "741787539", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29717", "film-number": "97627715"}, "business-address": {"street1": "200 CONCORD PLAZA", "street2": "SUITE 600", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2108222828"}, "mail-address": {"street2": "200 CONCORD PLAZA SUITE 600", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}}
As filed with the Securities and Exchange Commission on June 20, 1997

                                               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 incorporation              (I.R.S. employer
               or organization)                           identification number)

                          200 Concord Plaza, Suite 600
                            San Antonio, Texas 78216
          (Address, including zip code, of principal executive offices)
                                 ---------------

                         Option Agreements for Officers;
                Incentive Compensation Grants for Employees; and
                    Equity Interest Agreements for Employees
                            (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 Price      Aggregate       Registration
             to be Registered                   Registered          Per Share      Offering Price         Fee
----------------------------------------- --------------------- ---------------- ----------------- ----------------
 Common Stock, par value $.10 per share    1,468,181 shares (1)       $12.99 (2)  $19,071,671 (2)       $5,779
 ----------------------------------------- --------------------- ---------------- ----------------- ----------------
 Common Stock, par value $.10 per share      147,860 shares(3)        $57.50 (4)  $ 8,501,950 (4)       $2,576
 ----------------------------------------- --------------------- ---------------- ----------------- ----------------
 Total                                     1,616,041 shares                                              $8,355
 ========================================= ===================== ================ ================= ================
(1)  Issuable upon exercise of non-qualified options previously granted pursuant
     to certain 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  distribution  of shares  pursuant to certain  incentive
     compensation grants and equity interest agreements.
(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 June 16, 1997.
===============================================================================
                                     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:

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

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

         (c)    The Registrant's Current Report on Form 8-K dated April 17,1997;

         (d)    The Registrant's Current Report on Form 8-K dated June 5, 1996;

         (e)    The Registrant's Current Report on form 8-K dated May 24, 1996.

         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  48,000  shares  of  Common  Stock  (including   presently
exercisable nonqualified options to acquire 40,000 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. 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  Registration  Statement on Form
                  S-3, as amended (Reg. No. 333-25497), dated May 9, 1997.)

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

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

  23.2            Consent of Ernst & Young LLP.

  23.3            Consent of KPMG.

  23.4            Consent of KPMG Peat Marwick LLP.

  23.5            Consent of Arthur Andersen LLP.

  23.6            Consent of KPMG Peat Marwick LLP.

  23.7            Consent of Ernst & Young LLP.

  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 June 20, 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                     June 20, 1997
 L. Lowry Mays                                           Officer and Director

 /s/ RANDALL T. MAYS                             Senior Vice President/Chief Financial          June 20, 1997
 Randall T. Mays                                 Officer (Principal Financial Officer)

 /s/ HERBERT W. HILL, JR.                        Senior Vice President/Chief Accounting         June 20, 1997
 Herbert W. Hill, Jr.                           Officer (Principal Accounting Officer)

 /s/ B.J. MCCOMBS                                              Director                         June 20, 1997
 B.J. McCombs

 /s/ ALAN D. FELD                                              Director                         June 20, 1997
 Alan D. Feld

 /s/ THEODORE H. STRAUSS                                       Director                         June 20, 1997
 Theodore H. Strauss

 /s/ JOHN H. WILLIAMS                                          Director                         June 20, 1997
 John H. Williams

 /s/ KARL ELLER                                                Director                         June 20, 1997
 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. 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
                   Registration Statement on Form S-3, as amended (Reg. No. 
                   333-25497), dated May 9, 1997.)

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

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

 23.2             Consent of Ernst & Young LLP.

 23.3             Consent of KPMG.

 23.4             Consent of KPMG Peat Marwick LLP.

 23.5             Consent of Arthur Andersen LLP.

 23.6             Consent of KPMG Peat Marwick LLP.

 23.7             Consent of Ernst & Young LLP.

 24               Power of Attorney (included on signature page of this
                  Registration Statement)
EXHIBIT 5

                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                             1500 NATIONSBANK PLAZA
                               300 CONVENT STREET
                            SAN ANTONIO, TEXAS 78205
                                 (210) 270-0800

                                  June 17, 1997

Clear Channel Communications, Inc.
200 Concord Plaza, Suite 600
San Antonio, Texas  78216

Gentlemen:

         We have acted as counsel to Clear  Channel  Communications,  Inc.  (the
"Company") in connection with the preparation for filing with the Securities and
Exchange  Commission of a Registration  Statement on Form S-8 (the "Registration
Statement")  under the  Securities  Act of 1933,  as amended.  The  Registration
Statement  relates to 1,616,041  shares of the Company's Common Stock, par value
$.10 per share  (the  "Common  Stock"),  1,468,181  of which are  issuable  upon
exercise of options  currently  outstanding under certain option agreements (the
"Option  Agreements") with officers of Eller Media  Corporation  ("Eller Media")
(the  "Option  Shares")  and 147,860 of which are  issuable  pursuant to certain
incentive compensation grants and equity interest agreements of Eller Media (the
"Grants")  assumed  by the  Company  pursuant  to that  certain  Stock  Purchase
Agreement by and between the Company,  Eller Media and certain  stockholders  of
Eller Media dated February 25, 1997, as amended (the "Grant Shares").

         We have examined such corporate  records,  documents,  instruments  and
certificates  of the Company and have  received  such  representations  from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed  necessary,  relevant or  appropriate  to enable us to render the
opinion expressed  herein. In such examination,  we have assumed the genuineness
of all signatures and the  authenticity of all documents,  instruments,  records
and certificates submitted to us as originals.

         We have further assumed that:

          (i)     all applicable  state  securities laws will have been complied
                  with,  as of any  option  exercise  date with  respect  to the
                  Option Agreements and as of any distribution date with respect
                  to the Grants;

         (ii)     the  Option  Shares  issuable  upon  exercise  of the  options
                  granted pursuant to the Option Agreements and the Grant Shares
                  issuable pursuant to the Grants will be validly authorized and
                  available  for issuance  (as of the date  hereof,  there are a
                  sufficient  number  of  shares  of  Common  Stock  authorized,
                  unissued  and  reserved  to cover the  issuance of the maximum
                  number of shares of Common Stock currently  provided for under
                  the Option Agreements and the Grants);

         (iii)    the options granted pursuant to the Option  Agreements will be
                  exercised  in   accordance   with  the  terms  of  the  Option
                  Agreements and any other applicable documents;
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Clear Channel Communications, Inc.
June 17, 1997
Page 2

         (iv)     the  Grant  Shares  issued  pursuant  to  the  Grants  will be
                  issued in  accordance  with  the  terms of  the Grants and any
                  other applicable documents;

         (v)      the Option  Shares  issued upon  exercise  of options  granted
                  pursuant to the Option  Agreements and the Grant Shares issued
                  pursuant  to the  Grants  will  be  evidenced  by  appropriate
                  certificates properly executed and delivered;

         (vi)     on the date of exercise,  the options granted  pursuant to the
                  Option  Agreements (and all documents related thereto) will be
                  duly   executed,   as  applicable,   authorized,   issued  and
                  delivered;  will constitute the valid and binding  obligations
                  of the Company enforceable in accordance with their respective
                  terms; and

         (vii)    on the date of  distribution,  the Grants  (and all  documents
                  related  thereto)  will  be  duly  executed,   as  applicable,
                  authorized,  issued and delivered;  will  constitute the valid
                  and  binding   obligations  of  the  Company   enforceable  in
                  accordance with their respective terms.

         Based upon the foregoing,  we are of the opinion that the Option Shares
will, if, as, and when the options granted pursuant to the Option Agreements are
exercised,  and upon issuance and delivery of the Common Stock  against  payment
therefor in the manner contemplated by the Option Agreement,  be validly issued,
fully paid and non-assessable shares of Common Stock of the Company. We are also
of the opinion that the Grant Shares will, if, as, and when the Grant Shares are
distributed in the manner  contemplated by the Grants, be validly issued,  fully
paid and non-assessable shares of Common Stock of the Company.

         We  consent  to  the  filing  of  this  opinion  as  Exhibit  5 to  the
Registration Statement.

                                   Very truly yours,

                  /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
EXHIBIT NO. 23.2

                        CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining  to the  Non-Qualified  Option  Grant to Karl Eller dated
April 10, 1997, the Non-Qualified  Option Grant to Paul J. Meyer dated April 10,
1997,  the  Non-Qualified  Option Grant to Timothy J.  Donmoyer  dated April 10,
1997,  and the Eller Media Company  Senior  Management  Incentive  Plan of Clear
Channel Communications,  Inc. of our reports dated February 17, 1997 (except for
Note K, as to  which  the  date is  February  25,  1997),  with  respect  to the
consolidated  financial  statements  of  Clear  Channel   Communications,   Inc.
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December  31,  1996  and the  related  financial  statement  schedules  included
therein, filed with the Securities and Exchange Commission.
                                                  

                                                           /s/ ERNST & YOUNG LLP
                                                             ERNST & YOUNG LLP
June 17, 1997
San Antonio, Texas
EXHIBIT NO. 23.3

Board of Directors 
Clear Channel Communications, Inc.

     We consent to the incorporation by reference in the  Registration Statement
Form S-8 pertaining to the  Non-Qualified  Option Grants to Karl Eller,  Paul J.
Meyer,  Timothy J. Donmoyer and Eller Media Company Senior Management  Incentive
Plan of our report dated March 4, 1997,  relating to the consolidated  financial
statements of Australian  Radio Network Pty Limited and its controlled  entities
(such  consolidated  financial  statements not separately  presented in the Form
10-K  referred to below),  which report  appears in the December 31, 1996 annual
report on Form 10-K of Clear Channel Communications, Inc.

/s/ KPMG
KPMG
Sydney, Australia
June 18, 1997
EXHIBIT NO. 23.4

The Board of Directors
PMG Holdings, Inc.

     We consent to the incorporation by reference in the Registration  Statement
on Form S-8 of Clear Channel Communications,  Inc. of our report dated April 27,
1995 with respect to the  consolidated  balance sheet of PMG Holdings,  Inc. and
subsidiaries as of December 31, 1994 and the related consolidated  statements of
operations,  changes in  stockholders'  deficit and cash flows for the year then
ended,  which report  appears in the Current Report on Form 8-K of Clear Channel
Communications, Inc. dated April 17, 1997.

                                                    /s/ KPMG PEAT MARWICK LLP   
                                                        KPMG Peat Marwick LLP
Stamford, Connecticut
June 17, 1997
EXHIBIT 23.5

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement on Form S-8 of our reports dated March
14,  1997 and March 9,  1995  included  in Clear  Channel  Communications,  Inc.
Current  Report on Form 8-K,  filed April 17, 1997 and to all  references to our
firm included in this registration statement.

                                                  /s/ ARTHUR ANDERSEN LLP     
                                                      Arthur Andersen LLP
Phoenix, Arizona,
June 17, 1997.
EXHIBIT NO. 23.6

                        Consent of KPMG Peat Marwick LLP

Radio Equity Partners, L.P. and subsidiary:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8 pertaining to the  Non-Qualified  Option Grants to Karl Eller,  Paul J.
Meyer,  Timothy J. Donmoyer and Eller Media Company Senior Management  Incentive
Plan of Clear Channel  Communications,  Inc. of our report dated March 29, 1996,
relating to the consolidated  balance sheets of Radio Equity Partners,  L.P. and
subsidiary  as of  December  31,  1995 and 1994,  and the  related  consolidated
statements of  operations,  partners'  capital and cash flows for the years then
ended,  which report  appears in the Current Report on Form 8-K of Clear Channel
Communications, Inc. dated June 5, 1996.

                                                  /s/ KPMG PEAT MARWICK LLP
                                                      KPMG Peat Marwick LLP

New York, New York
June 20, 1997
EXHIBIT NO. 23.7

                        Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration  Statement
     (Form S-8) pertaining to the Non-Qualified Option Grant to Karl Eller dated
     April 10, 1997, the Non-Qualified Option Grant to Paul J. Meyer dated April
     10, 1997, the Non-Qualified Option Grant to Timothy J. Donmoyer dated April
     10, 1997, and the Eller Media Company Senior  Management  Incentive Plan of
     Clear Channel  Communications,  Inc. of our reports dated March 4, 1996 and
     March 10, 1995 with respect to the consolidated  financial statements of US
     Radio,  Inc.  and  the  combined   financial   statements  of  Ragan  Henry
     Communications  Group,  L.P., US Radio, L.P., and US Radio Stations, L.P.,
     respectively.

                                                  /s/ ERNST & YOUNG LLP
                                                      Ernst & Young LLP

June 17, 1997
Philadelphia, Pennsylvania