As  filed with the Securities and Exchange Commission on November 20, 1995
                                                       Registration No. 33
- --------------------------------------------------------------------------

               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.
incorporation or organization          employer identification
                                               number)

                  200 Concord Plaza, Suite 600
                   San Antonio, Texas  78216
            (Address of principal executive offices)
                        _______________
                        
Clear Channel Communications, Inc. 1994 Incentive Stock Option Plan;
Clear Channel Communications, Inc. 1994 Nonqualified Stock Option Plan;
  Clear Channel Communications, Inc. Directors' Nonqualified Stock
          Option Plan; and Option Agreement for Officer
                   (Full title of the Plans)
                        _______________
                        
                         L. Lowry Mays
                  200 Concord Plaza, Suite 600
                    San Antonio, Texas 78216
               (Name and address of agent for service)

                         (210) 822-2828
            (Telephone number, including area code,
                        of agent for service)
                        _______________
                        
                CALCULATION OF REGISTRATION FEE


- ---------------------------------------------------------------------
                                 Proposed    Proposed
                                 Maximum     Maximum
Title of                         Offering    Aggregate      Amount of
Securities to    Amount to       Price Per   Offering     Registration
be Registered    be Registered   Share       Price             Fee
_______________________________________________________________________

Common  Stock     245,412       $30.585(2)  $ 7,505,926(2)   $ 2,588.25
$.10 Par Value shares(1)

Common Stock      592,959
$.10 Par Value shares (3)       $78.5625(4) $46,584,341      $16,063.57

Total                                       $54,090,267      $18,651.82

- ------------------------------------------------------------------------
(1)  Issuable  upon exercise of options previously granted
     under (i)  the  Clear Channel Communications, Inc. 1994
     Incentive Stock Option  Plan, (ii) the Clear Channel 
     Communications, Inc.  1994  Nonqualified Stock Option Plan, (iii) the
     Clear Channel  Communications, Inc. Directors'
     Nonqualified  Stock Option  Plan,  and  (iv) the
     compensation  contract  for  an officer  evidenced by an
     Option Agreement  dated  March  30, 1993.
     
(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  under  the Plans.
     
(3)  Issuable  upon exercise of options available to  be
     granted under the Clear Channel Communications, Inc. 1994 Incentive
     Stock Option Plan and the Clear Channel Communications,
     Inc. 1994 Nonqualified Stock Option Plan.
     
(4)  Estimated  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 average of the  high and low prices of the
     common stock as reported  on the New York Stock Exchange,
     Inc. on November 17, 1995.

                            Part II
                            
      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                               
Item 3.   Incorporation of Documents by Reference.

            The  documents  listed  below  are  incorporated
by reference in   this  Registration Statement.   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.

          Incorporated by reference herein at this time are:

           (a)   The Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 (as amended by Form 10-KA 
filed with the Securities and Exchange Commission on November 14, 1995).

           (b)   The Registrant's Quarterly Reports on Form  10-Q
for  the fiscal quarters ended March 31, 1995, June 30, 1995
and September 30, 1995.

          (c)  The Registrant's Current Reports on Form 8-K
dated January  13, 1995 (as amended by Form 8-KA dated March 15,
1995) and May 26, 1995 (as amended by Form 8-KA dated July 26,
1995).
           (d)   The description of the Registrant's Common
Stock contained in the Registrant's Registration Statement on
Form  8-A filed with the Securities and Exchange Commissions on
October 19, 1994,  including any amendment or report filed
hereafter for  the purpose of updating such description.

           (e)  The Registrant's Proxy Statement, dated March
15, 1995,  for  the annual meeting of shareholders held on
April  20, 1995.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

           The  law  firm of Akin, Gump, Strauss, Hauer  &
Feld, L.L.P.  has  given an opinion upon the validity of the
securities being registered and upon other legal matters in
connection  with the  registration of such securities.  Alan D.
Feld,  a  director and  stockholder  of the Registrant, is the
sole  shareholder  of Alan  D.  Feld, P.C., a partner of Akin,
Gump, Strauss,  Hauer  & Feld, L.L.P.

           The  consolidated financial statements  and
financial statement  schedules of the Company appearing or
incorporated  by reference in the Company's Annual Report (Form
10-K) for the year ended December 31, 1994, have been audited
by Ernst & Young  LLP, independent  auditors,  as  set forth in
their  reports  thereon included  or  incorporated by reference
therein and  incorporated herein by reference.  Such
consolidated financial statements  and financial   statement
schedules  are  incorporated herein by reference  in reliance upon
such reports given upon the authority of such firm as experts in
accounting and auditing.

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  statue.  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 Registrant,  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.

           Insofar  as  indemnification for  liabilities
arising under  the Securities Act 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.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit No.          Description of Exhibit

 4.1      Articles  of  Amendment to Articles of  Incorporation
          effective July 12, 1995 (2)

 4.2      Amended and Restated Bylaws (1)

 4.3      1994 Incentive Stock Option Plan (2)

 4.4      1994 Nonqualified Stock Option Plan (2)

 4.5      Directors' Nonqualified Stock Option Plan (2)

 4.6      Option Agreement between the Registrant  and
          L. Lowry Mays dated March 30, 1993 (2)

 5        Opinion of Akin, Gump, Strauss, Hauer & Feld,
          L.L.P. (2)

 15       N/A

 23       Consent of Ernst & Young LLP (2)

 28       None


 (1)      Contained   in  exhibits  to  the Registration
          Statement on Form S-1 dated April 19, 1984.

 (2)      Filed herewith.

Item 9.   Undertakings.

          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;

            (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 additional or changed
material information  with  respect  to  the  plan  of
distribution   not previously      disclosed  in  the
Registration  Statement or any material change to such information
in the registration statement.

           Provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included
in a posteffective 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, 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.

           (4)   For purposes of determining any liability
under the Securities Act, 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.

                           SIGNATURES
                                
           Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 October 19, 1995.


                              CLEAR CHANNEL COMMUNICATIONS, INC.

                              BY:    L. LOWRY MAYS
                                     L. Lowry Mays,
                                     President and Chief Executive Officer

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

Signature                    Title                     Date

L. LOWRY MAYS            President, Chief Executive  October 19, 1995
L. Lowry Mays            Officer and Director
                         (Principal Executive Officer)

HERBERT W. HILL, JR.     Vice President/Controller   October 19, 1995
Herbert  W.  Hill,  Jr.  (Principal Financial and
                         Accounting Officer)

ALAN D. FELD             Director                    October 19, 1995
Alan D. Feld

B.J. McCOMBS             Director                    October 19, 1995
B.J. McCombs

THEODORE H. STRAUSS      Director                    October 19, 1995
Theodore H. Strauss

JOHN H. WILLIAMS         Director                    October 19, 1995
John H. Williams


                       INDEX TO EXHIBITS
Exhibit
Numbered
Number                      Exhibit                       Page

 4.1      Articles  of  Amendment to Articles of  Incorporation
          effective July 12, 1995 (2)

 4.2      Amended and Restated Bylaws (1)

 4.3      1994 Incentive Stock Option Plan (2)

 4.4      1994 Nonqualified Stock Option Plan (2)

 4.5      Directors' Stock Option Plan (2)

 4.6      Option Agreement between the Registrant
          and L. Lowry Mays dated March 30, 1993 (2)
                               
 5        Opinion of Akin, Gump, Strauss, Hauer & Feld,
          L.L.P. (2)

 15       N/A

 23       Consent of Ernst & Young LLP (2)

 28       None


(1)      Contained   in  exhibits  to  the   Registration
         Statement on Form S-1 dated April 19, 1984.
(2)      Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16297}]
{"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": "033-64463", "film-number": "95595227"}, "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 November 20, 1995
                                                       Registration No. 33
- --------------------------------------------------------------------------

               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.
incorporation or organization          employer identification
                                               number)

                  200 Concord Plaza, Suite 600
                   San Antonio, Texas  78216
            (Address of principal executive offices)
                        _______________
                        
Clear Channel Communications, Inc. 1994 Incentive Stock Option Plan;
Clear Channel Communications, Inc. 1994 Nonqualified Stock Option Plan;
  Clear Channel Communications, Inc. Directors' Nonqualified Stock
          Option Plan; and Option Agreement for Officer
                   (Full title of the Plans)
                        _______________
                        
                         L. Lowry Mays
                  200 Concord Plaza, Suite 600
                    San Antonio, Texas 78216
               (Name and address of agent for service)

                         (210) 822-2828
            (Telephone number, including area code,
                        of agent for service)
                        _______________
                        
                CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------
                                 Proposed    Proposed
                                 Maximum     Maximum
Title of                         Offering    Aggregate      Amount of
Securities to    Amount to       Price Per   Offering     Registration
be Registered    be Registered   Share       Price             Fee
_______________________________________________________________________

Common  Stock     245,412       $30.585(2)  $ 7,505,926(2)   $ 2,588.25
$.10 Par Value shares(1)

Common Stock      592,959
$.10 Par Value shares (3)       $78.5625(4) $46,584,341      $16,063.57

Total                                       $54,090,267      $18,651.82

- ------------------------------------------------------------------------
(1)  Issuable  upon exercise of options previously granted
     under (i)  the  Clear Channel Communications, Inc. 1994
     Incentive Stock Option  Plan, (ii) the Clear Channel 
     Communications, Inc.  1994  Nonqualified Stock Option Plan, (iii) the
     Clear Channel  Communications, Inc. Directors'
     Nonqualified  Stock Option  Plan,  and  (iv) the
     compensation  contract  for  an officer  evidenced by an
     Option Agreement  dated  March  30, 1993.
     
(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  under  the Plans.
     
(3)  Issuable  upon exercise of options available to  be
     granted under the Clear Channel Communications, Inc. 1994 Incentive
     Stock Option Plan and the Clear Channel Communications,
     Inc. 1994 Nonqualified Stock Option Plan.
     
(4)  Estimated  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 average of the  high and low prices of the
     common stock as reported  on the New York Stock Exchange,
     Inc. on November 17, 1995.

                            Part II
                            
      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                               
Item 3.   Incorporation of Documents by Reference.

            The  documents  listed  below  are  incorporated
by reference in   this  Registration Statement.   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.

          Incorporated by reference herein at this time are:

           (a)   The Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 (as amended by Form 10-KA 
filed with the Securities and Exchange Commission on November 14, 1995).

           (b)   The Registrant's Quarterly Reports on Form  10-Q
for  the fiscal quarters ended March 31, 1995, June 30, 1995
and September 30, 1995.

          (c)  The Registrant's Current Reports on Form 8-K
dated January  13, 1995 (as amended by Form 8-KA dated March 15,
1995) and May 26, 1995 (as amended by Form 8-KA dated July 26,
1995).
           (d)   The description of the Registrant's Common
Stock contained in the Registrant's Registration Statement on
Form  8-A filed with the Securities and Exchange Commissions on
October 19, 1994,  including any amendment or report filed
hereafter for  the purpose of updating such description.

           (e)  The Registrant's Proxy Statement, dated March
15, 1995,  for  the annual meeting of shareholders held on
April  20, 1995.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

           The  law  firm of Akin, Gump, Strauss, Hauer  &
Feld, L.L.P.  has  given an opinion upon the validity of the
securities being registered and upon other legal matters in
connection  with the  registration of such securities.  Alan D.
Feld,  a  director and  stockholder  of the Registrant, is the
sole  shareholder  of Alan  D.  Feld, P.C., a partner of Akin,
Gump, Strauss,  Hauer  & Feld, L.L.P.

           The  consolidated financial statements  and
financial statement  schedules of the Company appearing or
incorporated  by reference in the Company's Annual Report (Form
10-K) for the year ended December 31, 1994, have been audited
by Ernst & Young  LLP, independent  auditors,  as  set forth in
their  reports  thereon included  or  incorporated by reference
therein and  incorporated herein by reference.  Such
consolidated financial statements  and financial   statement
schedules  are  incorporated herein by reference  in reliance upon
such reports given upon the authority of such firm as experts in
accounting and auditing.

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  statue.  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 Registrant,  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.

           Insofar  as  indemnification for  liabilities
arising under  the Securities Act 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.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit No.          Description of Exhibit

 4.1      Articles  of  Amendment to Articles of  Incorporation
          effective July 12, 1995 (2)

 4.2      Amended and Restated Bylaws (1)

 4.3      1994 Incentive Stock Option Plan (2)

 4.4      1994 Nonqualified Stock Option Plan (2)

 4.5      Directors' Nonqualified Stock Option Plan (2)

 4.6      Option Agreement between the Registrant  and
          L. Lowry Mays dated March 30, 1993 (2)

 5        Opinion of Akin, Gump, Strauss, Hauer & Feld,
          L.L.P. (2)

 15       N/A

 23       Consent of Ernst & Young LLP (2)

 28       None

 (1)      Contained   in  exhibits  to  the Registration
          Statement on Form S-1 dated April 19, 1984.

 (2)      Filed herewith.

Item 9.   Undertakings.

          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;

            (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 additional or changed
material information  with  respect  to  the  plan  of
distribution   not previously      disclosed  in  the
Registration  Statement or any material change to such information
in the registration statement.

           Provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included
in a posteffective 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, 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.

           (4)   For purposes of determining any liability
under the Securities Act, 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.

                           SIGNATURES
                                
           Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 October 19, 1995.

                              CLEAR CHANNEL COMMUNICATIONS, INC.

                              BY:    L. LOWRY MAYS
                                     L. Lowry Mays,
                                     President and Chief Executive Officer

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

Signature                    Title                     Date

L. LOWRY MAYS            President, Chief Executive  October 19, 1995
L. Lowry Mays            Officer and Director
                         (Principal Executive Officer)

HERBERT W. HILL, JR.     Vice President/Controller   October 19, 1995
Herbert  W.  Hill,  Jr.  (Principal Financial and
                         Accounting Officer)

ALAN D. FELD             Director                    October 19, 1995
Alan D. Feld

B.J. McCOMBS             Director                    October 19, 1995
B.J. McCombs

THEODORE H. STRAUSS      Director                    October 19, 1995
Theodore H. Strauss

JOHN H. WILLIAMS         Director                    October 19, 1995
John H. Williams

                       INDEX TO EXHIBITS
Exhibit
Numbered
Number                      Exhibit                       Page

 4.1      Articles  of  Amendment to Articles of  Incorporation
          effective July 12, 1995 (2)

 4.2      Amended and Restated Bylaws (1)

 4.3      1994 Incentive Stock Option Plan (2)

 4.4      1994 Nonqualified Stock Option Plan (2)

 4.5      Directors' Stock Option Plan (2)

 4.6      Option Agreement between the Registrant
          and L. Lowry Mays dated March 30, 1993 (2)
                               
 5        Opinion of Akin, Gump, Strauss, Hauer & Feld,
          L.L.P. (2)

 15       N/A

 23       Consent of Ernst & Young LLP (2)

 28       None

(1)      Contained   in  exhibits  to  the   Registration
         Statement on Form S-1 dated April 19, 1984.
(2)      Filed herewith.