As filed with the Securities and Exchange Commission on November 9, 2000
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             Registration Statement
                        Under The Securities Act Of 1933
                                 ---------------

                       CLEAR CHANNEL COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
             Texas                                     74-1787539
 (State or other jurisdiction of        (I.R.S. employer identification number)
   incorporation or organization)

                               200 East Basse Road
                            San Antonio, Texas 78209
          (Address, including zip code, of principal executive offices)
                                 ---------------

                             UNIVERSAL OUTDOOR, INC.
                      SALARY REDUCTION PROFIT SHARING PLAN
                            (Full title of the Plan)
                                 ---------------

                                  L. Lowry Mays
                               200 East Basse Road
                            San Antonio, Texas 78209
                                 (210) 822-2828
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                     Proposed     Proposed Maximum
                Title of                          Amount             Maximum         Aggregate        Amount of
               Securities                         to be           Offering Price   Offering Price  Registration Fee
            to be Registered                    Registered          Per Share
<S>                                         <C>                   <C>                <C>                <C>

Common Stock, par value $.10 per share      150,000 shares (1)    $57.6875 (2)      $8,653,125 (2)       $2,284 (2)
Interests in Plan (3)                       N/A (3)               N/A                N/A                N/A
====================================================================================================================
</TABLE>

(1)      Estimated   maximum   aggregate  number  of  shares  of  Clear  Channel
         Communications,  Inc. (the  "Company")  common stock  purchasable  with
         employee and employer  contributions under the Universal Outdoor,  Inc.
         Salary  Reduction  Profit  Sharing Plan (the "Plan") during the next 12
         months.
(2)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant to Rule 457(h)(1) and (c) based on the average of the high and
         low prices of the Company common stock on November 7, 2000.
(3)      Pursuant to Rule 416(c),  this  Registration  Statement  also covers an
         indeterminate number of interests to be offered or sold pursuant to the
         Plan  described  herein.  This  Registration  Statement also covers the
         related  interests  in the  trust  created  pursuant  to the  Plan.  In
         accordance  with Rule 457(h)(2) no separate fee calculation is made for
         plan interests.


<PAGE>


                                     Part I

              INFORMATION REQUIREED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or  given to  participants  in the  Plan as  specified  in Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

1.   The Annual Report of the Universal  Outdoor,  Inc. Salary  Reduction Profit
     Sharing  Plan,  on Form 11-K for the fiscal year ended  December  31, 1999,
     filed pursuant to Section 15(d) of the Securities  Exchange Act of 1934, as
     amended (the "Exchange Act").

2.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1999.

3.   The Company's  Quarterly Report on Form 10-Q for the quarter ended June 30,
     2000.

4.   The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2000.

5.   Current Report on Form 8-K filed September 6, 2000.

6.   Current Report on Form 8-K filed August 4, 2000.

7.   Current Report on Form 8-K filed June 14, 2000.

8.   Current Report on Form 8-K filed May 11, 2000.

9.   Current Report on Form 8-K filed February 29, 2000.

10.  Portions of the Current Report on Form 8-K filed November 19, 1999 relating
     to  the   consolidated   financial   statements  of  Capstar   Broadcasting
     Corporation and Subsidiaries and the report of Pricewaterhouse  Coopers LLP
     dated February 26, 1999, except as to Note 3, which is as of March 15, 1999
     (pgs. 56-104 of said Form 8-K).

11.  Current Report on Form 8-K filed May 7, 1999.

12.  Current  Report on Form 8-K filed  December  10,  1998,  as amended by Form
     8-K/A filed February 23, 1999 and Form 8-K/A filed April 12, 1999.

         All documents filed by the Registrant and the Plan pursuant to Sections
13(a),13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 subsequent to
the date of this  registration  statement  and prior to the  termination  of the
offering made hereby shall be deemed to be incorporated by reference  herein and
to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

                  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 as of September 30, 2000, owned  approximately  139,500 shares of
common stock (including  presently  exercisable  nonqualified options to acquire
approximately 123,500 shares).  Vernon E. Jordan, Jr., of counsel to Akin, Gump,
Strauss,  Hauer & Feld,  L.L.P.,  is also a director of the Registrant and as of
September 30, 2000, held options  exercisable to acquire 89,300 shares of common
stock.

Item 6.  Indemnification of Directors and Officers.

         Article  2.02-1 of the Texas  Business  Corporation  Act  provides  for
indemnification of directors and officers in certain circumstances. In addition,
the Texas  Miscellaneous  Corporation  Law provides that a corporation may amend
its Articles of Incorporation to provide that no director shall be liable to the
registrant or its  shareholders  for monetary  damages for an act or omission in
the director's capacity as a director, provided that the liability of a director
is not  eliminated  or  limited  (i) for any  breach of the  director's  duty of
loyalty to the registrant or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional  misconduct or knowing violation of law,
(iii) any  transaction  from which such  director  derived an improper  personal
benefit,  or (iv) an act or omission  for which the  liability  of a director is
expressly  provided by an applicable  statute.  The  registrant  has amended its
Articles of Incorporation  and added Article Eleven adopting such limitations on
a director's liability.  The registrant's Articles of Incorporation also provide
in Article Nine, for indemnification of directors or officers in connection with
the defense or settlement of suits brought  against them in their  capacities as
directors or officers of the Company,  except in respect of liabilities  arising
from gross negligence or willful misconduct in the performance of their duties.

         Article IX(8) of the registrant's  bylaws provides for  indemnification
of any person made a party to a proceeding by reason of such person's  status as
a director,  officer,  employee,  partner or trustee of the  Company,  except in
respect of liabilities  arising from negligence or misconduct in the performance
of their duties.

         An  insurance   policy   obtained  by  the   registrant   provides  for
indemnification  of officers and directors of the  registrant  and certain other
persons  against  liabilities  and  expenses  incurred by any of them in certain
stated proceedings and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit No.                           Description of Exhibit

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

4.2  Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

4.3  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York, as Trustee (incorporated by
     reference to the exhibits of Clear Channel's  Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1997).

4.4  First  Supplemental  Indenture  dated March 30, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1998).

4.5  Second  Supplemental  Indenture  dated June 16, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  Current  Report on Form 8-K dated  August 27,
     1998).

4.6  Third Supplemental Indenture dated June 16, 1998, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear Channel's Current Report on Form 8-K dated August 27, 1998).

4.7  Fourth Supplemental  Indenture dated November 24, 1999, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits  of Clear  Channel's  Annual  Report on Form 10-K filed  March 14,
     2000).

4.8  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.9  Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.10 Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.11* Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan, as amended.

4.12 Master Trust Agreement, as amended, dated as of July 1, 1999, between Clear
     Channel   Communications,   Inc.  and  Fidelity  Management  Trust  Company
     (incorporated by reference to the exhibits of Clear Channel's  registration
     statement on Form S-8 dated November 9, 2000).

23.1* Consent of Ernst & Young LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of Ernst & Young LLP.

23.4* Consent of PricewaterhouseCoopers LLP.

23.5* Consent of PricewaterhouseCoopers LLP.

23.6* Consent of PricewaterhouseCoopers LLP.

23.7* Consent of Hanke, Green & Stein

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

*Filed herewith.

Item 9.  Undertakings.

          (a) The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration  Statement.  Nothwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a twenty  percent change in the maximum  aggregate  offering price set
          forth in the "Calculation of Registration  Fee" table in the effective
          Registration Statement; and

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

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

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

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

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

          (d) Pursuant to Item 8(b) of Form S-8, in lieu of an Internal  Revenue
     Service  ("IRS")  determination  letter  that the Plan is  qualified  under
     Section 401 of the Internal Revenue Code, the Registrant  hereby undertakes
     that it has submitted the Plan and any amendments thereto,  and will submit
     any  future  amendments,  to the IRS in a timely  manner  and will make all
     changes required by the IRS to qualify the Plan.




<PAGE>


                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of San  Antonio,  State of Texas,  on November 8,
2000.

                                             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 Officer and         November 8, 2000
L. Lowry Mays                        Director

/s/ Thomas O. Hicks
------------------------- Vice Chairman and Director          November 8, 2000
Thomas O. Hicks

/s/ Randall T. Mays
------------------------- Executive Vice President/Chief      November 8, 2000
Randall T. Mays           Financial Officer (Principal
                          Financial Officer) and Director

/s/ Herbert W. Hill, Jr.
-------------------------   Senior Vice President/Chief       November 8, 2000
Herbert W. Hill, Jr.       Accounting Officer (Principal
                                Accounting Officer)

/s/ Mark P. Mays
-------------------------    President/Chief Operating        November 8, 2000
Mark P. Mays                    Officer and Director

/s/ B.J. McCombs
-------------------------            Director                 November 8, 2000
B.J. McCombs

/s/ Alan D. Feld
-------------------------            Director                 November 8, 2000
Alan D. Feld

/s/ Theodore H. Strauss
-------------------------            Director                 November 8, 2000
Theodore H. Strauss

/s/ John H. Williams
-------------------------            Director                 November 8, 2000
John H. Williams

/s/ Karl Eller
-------------------------            Director                 November 8, 2000
Karl Eller

/s/ Robert L. Crandall
-------------------------            Director                 November 8, 2000
Robert L. Crandall

/s/ Vernon E. Jordan, Jr.
-------------------------            Director                 November 8, 2000
Vernon E. Jordan, Jr.

/s/ Michael J. Levitt
-------------------------            Director                 November 8, 2000
Michael J. Levitt

/s/ Perry J. Lewis
-------------------------            Director                 November 8, 2000
Perry J. Lewis



<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                                 Description of Exhibit

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

4.2  Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

4.3  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York, as Trustee (incorporated by
     reference to the exhibits of Clear Channel's  Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1997).

4.4  First  Supplemental  Indenture  dated March 30, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1998).

4.5  Second  Supplemental  Indenture  dated June 16, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  Current  Report on Form 8-K dated  August 27,
     1998).

4.6  Third Supplemental Indenture dated June 16, 1998, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear Channel's Current Report on Form 8-K dated August 27, 1998).

4.7  Fourth Supplemental  Indenture dated November 24, 1999, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits  of Clear  Channel's  Annual  Report on Form 10-K filed  March 14,
     2000).

4.8  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.9  Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.10 Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.11* Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan, as amended.

4.12 Master Trust Agreement, as amended, dated as of July 1, 1999, between Clear
     Channel   Communications,   Inc.  and  Fidelity  Management  Trust  Company
     (incorporated by reference to the exhibits of Clear Channel's  registration
     statement on Form S-8 dated November 9, 2000).

23.1* Consent of Ernst & Young LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of Ernst & Young LLP.

23.4* Consent of PricewaterhouseCoopers LLP.

23.5* Consent of PricewaterhouseCoopers LLP.

23.6* Consent of PricewaterhouseCoopers LLP.

23.7* Consent of Hanke, Green & Stein

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

*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 27671}]
{"company-data": {"conformed-name": "CLEAR CHANNEL COMMUNICATIONS INC", "cik": "0000739708", "assigned-sic": "7310", "irs-number": "741787536", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49704", "film-number": "757930"}, "business-address": {"street1": "200 E BASSE RD", "city": "SAN ANTONIO", "state": "TX", "zip": "78209", "phone": "2108222828"}, "mail-address": {"street1": "200 EAST BASSE ROAD", "city": "SAN ANTONIO", "state": "TX", "zip": "78209"}}
As filed with the Securities and Exchange Commission on November 9, 2000
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             Registration Statement
                        Under The Securities Act Of 1933
                                 ---------------

                       CLEAR CHANNEL COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)
             Texas                                     74-1787539
 (State or other jurisdiction of        (I.R.S. employer identification number)
   incorporation or organization)

                               200 East Basse Road
                            San Antonio, Texas 78209
          (Address, including zip code, of principal executive offices)
                                 ---------------

                             UNIVERSAL OUTDOOR, INC.
                      SALARY REDUCTION PROFIT SHARING PLAN
                            (Full title of the Plan)
                                 ---------------

                                  L. Lowry Mays
                               200 East Basse Road
                            San Antonio, Texas 78209
                                 (210) 822-2828
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                     Proposed     Proposed Maximum
                Title of                          Amount             Maximum         Aggregate        Amount of
               Securities                         to be           Offering Price   Offering Price  Registration Fee
            to be Registered                    Registered          Per Share
Common Stock, par value $.10 per share      150,000 shares (1)    $57.6875 (2)      $8,653,125 (2)       $2,284 (2)
Interests in Plan (3)                       N/A (3)               N/A                N/A                N/A
====================================================================================================================
(1)      Estimated   maximum   aggregate  number  of  shares  of  Clear  Channel
         Communications,  Inc. (the  "Company")  common stock  purchasable  with
         employee and employer  contributions under the Universal Outdoor,  Inc.
         Salary  Reduction  Profit  Sharing Plan (the "Plan") during the next 12
         months.
(2)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant to Rule 457(h)(1) and (c) based on the average of the high and
         low prices of the Company common stock on November 7, 2000.
(3)      Pursuant to Rule 416(c),  this  Registration  Statement  also covers an
         indeterminate number of interests to be offered or sold pursuant to the
         Plan  described  herein.  This  Registration  Statement also covers the
         related  interests  in the  trust  created  pursuant  to the  Plan.  In
         accordance  with Rule 457(h)(2) no separate fee calculation is made for
         plan interests.
Part I

              INFORMATION REQUIREED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or  given to  participants  in the  Plan as  specified  in Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

1.   The Annual Report of the Universal  Outdoor,  Inc. Salary  Reduction Profit
     Sharing  Plan,  on Form 11-K for the fiscal year ended  December  31, 1999,
     filed pursuant to Section 15(d) of the Securities  Exchange Act of 1934, as
     amended (the "Exchange Act").

2.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1999.

3.   The Company's  Quarterly Report on Form 10-Q for the quarter ended June 30,
     2000.

4.   The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2000.

5.   Current Report on Form 8-K filed September 6, 2000.

6.   Current Report on Form 8-K filed August 4, 2000.

7.   Current Report on Form 8-K filed June 14, 2000.

8.   Current Report on Form 8-K filed May 11, 2000.

9.   Current Report on Form 8-K filed February 29, 2000.

10.  Portions of the Current Report on Form 8-K filed November 19, 1999 relating
     to  the   consolidated   financial   statements  of  Capstar   Broadcasting
     Corporation and Subsidiaries and the report of Pricewaterhouse  Coopers LLP
     dated February 26, 1999, except as to Note 3, which is as of March 15, 1999
     (pgs. 56-104 of said Form 8-K).

11.  Current Report on Form 8-K filed May 7, 1999.

12.  Current  Report on Form 8-K filed  December  10,  1998,  as amended by Form
     8-K/A filed February 23, 1999 and Form 8-K/A filed April 12, 1999.

         All documents filed by the Registrant and the Plan pursuant to Sections
13(a),13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 subsequent to
the date of this  registration  statement  and prior to the  termination  of the
offering made hereby shall be deemed to be incorporated by reference  herein and
to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

                  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 as of September 30, 2000, owned  approximately  139,500 shares of
common stock (including  presently  exercisable  nonqualified options to acquire
approximately 123,500 shares).  Vernon E. Jordan, Jr., of counsel to Akin, Gump,
Strauss,  Hauer & Feld,  L.L.P.,  is also a director of the Registrant and as of
September 30, 2000, held options  exercisable to acquire 89,300 shares of common
stock.

Item 6.  Indemnification of Directors and Officers.

         Article  2.02-1 of the Texas  Business  Corporation  Act  provides  for
indemnification of directors and officers in certain circumstances. In addition,
the Texas  Miscellaneous  Corporation  Law provides that a corporation may amend
its Articles of Incorporation to provide that no director shall be liable to the
registrant or its  shareholders  for monetary  damages for an act or omission in
the director's capacity as a director, provided that the liability of a director
is not  eliminated  or  limited  (i) for any  breach of the  director's  duty of
loyalty to the registrant or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional  misconduct or knowing violation of law,
(iii) any  transaction  from which such  director  derived an improper  personal
benefit,  or (iv) an act or omission  for which the  liability  of a director is
expressly  provided by an applicable  statute.  The  registrant  has amended its
Articles of Incorporation  and added Article Eleven adopting such limitations on
a director's liability.  The registrant's Articles of Incorporation also provide
in Article Nine, for indemnification of directors or officers in connection with
the defense or settlement of suits brought  against them in their  capacities as
directors or officers of the Company,  except in respect of liabilities  arising
from gross negligence or willful misconduct in the performance of their duties.

         Article IX(8) of the registrant's  bylaws provides for  indemnification
of any person made a party to a proceeding by reason of such person's  status as
a director,  officer,  employee,  partner or trustee of the  Company,  except in
respect of liabilities  arising from negligence or misconduct in the performance
of their duties.

         An  insurance   policy   obtained  by  the   registrant   provides  for
indemnification  of officers and directors of the  registrant  and certain other
persons  against  liabilities  and  expenses  incurred by any of them in certain
stated proceedings and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit No.                           Description of Exhibit

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

4.2  Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

4.3  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York, as Trustee (incorporated by
     reference to the exhibits of Clear Channel's  Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1997).

4.4  First  Supplemental  Indenture  dated March 30, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1998).

4.5  Second  Supplemental  Indenture  dated June 16, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  Current  Report on Form 8-K dated  August 27,
     1998).

4.6  Third Supplemental Indenture dated June 16, 1998, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear Channel's Current Report on Form 8-K dated August 27, 1998).

4.7  Fourth Supplemental  Indenture dated November 24, 1999, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits  of Clear  Channel's  Annual  Report on Form 10-K filed  March 14,
     2000).

4.8  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.9  Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.10 Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.11* Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan, as amended.

4.12 Master Trust Agreement, as amended, dated as of July 1, 1999, between Clear
     Channel   Communications,   Inc.  and  Fidelity  Management  Trust  Company
     (incorporated by reference to the exhibits of Clear Channel's  registration
     statement on Form S-8 dated November 9, 2000).

23.1* Consent of Ernst & Young LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of Ernst & Young LLP.

23.4* Consent of PricewaterhouseCoopers LLP.

23.5* Consent of PricewaterhouseCoopers LLP.

23.6* Consent of PricewaterhouseCoopers LLP.

23.7* Consent of Hanke, Green & Stein

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

*Filed herewith.

Item 9.  Undertakings.

          (a) The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration  Statement.  Nothwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a twenty  percent change in the maximum  aggregate  offering price set
          forth in the "Calculation of Registration  Fee" table in the effective
          Registration Statement; and

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

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

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

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

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

          (d) Pursuant to Item 8(b) of Form S-8, in lieu of an Internal  Revenue
     Service  ("IRS")  determination  letter  that the Plan is  qualified  under
     Section 401 of the Internal Revenue Code, the Registrant  hereby undertakes
     that it has submitted the Plan and any amendments thereto,  and will submit
     any  future  amendments,  to the IRS in a timely  manner  and will make all
     changes required by the IRS to qualify the Plan.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of San  Antonio,  State of Texas,  on November 8,
2000.

                                             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 Officer and         November 8, 2000
L. Lowry Mays                        Director

/s/ Thomas O. Hicks
------------------------- Vice Chairman and Director          November 8, 2000
Thomas O. Hicks

/s/ Randall T. Mays
------------------------- Executive Vice President/Chief      November 8, 2000
Randall T. Mays           Financial Officer (Principal
                          Financial Officer) and Director

/s/ Herbert W. Hill, Jr.
-------------------------   Senior Vice President/Chief       November 8, 2000
Herbert W. Hill, Jr.       Accounting Officer (Principal
                                Accounting Officer)

/s/ Mark P. Mays
-------------------------    President/Chief Operating        November 8, 2000
Mark P. Mays                    Officer and Director

/s/ B.J. McCombs
-------------------------            Director                 November 8, 2000
B.J. McCombs

/s/ Alan D. Feld
-------------------------            Director                 November 8, 2000
Alan D. Feld

/s/ Theodore H. Strauss
-------------------------            Director                 November 8, 2000
Theodore H. Strauss

/s/ John H. Williams
-------------------------            Director                 November 8, 2000
John H. Williams

/s/ Karl Eller
-------------------------            Director                 November 8, 2000
Karl Eller

/s/ Robert L. Crandall
-------------------------            Director                 November 8, 2000
Robert L. Crandall

/s/ Vernon E. Jordan, Jr.
-------------------------            Director                 November 8, 2000
Vernon E. Jordan, Jr.

/s/ Michael J. Levitt
-------------------------            Director                 November 8, 2000
Michael J. Levitt

/s/ Perry J. Lewis
-------------------------            Director                 November 8, 2000
Perry J. Lewis
EXHIBIT INDEX

Exhibit No.                                 Description of Exhibit

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

4.2  Fourth  Amended and Restated  Credit  Agreement by and among Clear  Channel
     Communications, Inc., Bank of America, N.A., as administrative agent, Fleet
     National  Bank, as  documentation  agent,  the Bank of Montreal and Toronto
     Dominion (Texas), Inc., as co-syndication agents, and certain other lenders
     dated June 15, 2000  (incorporated  by  reference  to the exhibits of Clear
     Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)  dated
     July 21, 2000).

4.3  Senior  Indenture  dated  October 1, 1997,  by and  between  Clear  Channel
     Communications,  Inc. and The Bank of New York, as Trustee (incorporated by
     reference to the exhibits of Clear Channel's  Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1997).

4.4  First  Supplemental  Indenture  dated March 30, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear Channel's  Quarterly  Report on Form 10-Q for the quarter
     ended March 31, 1998).

4.5  Second  Supplemental  Indenture  dated June 16, 1998,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  Current  Report on Form 8-K dated  August 27,
     1998).

4.6  Third Supplemental Indenture dated June 16, 1998, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear Channel's Current Report on Form 8-K dated August 27, 1998).

4.7  Fourth Supplemental  Indenture dated November 24, 1999, to Senior Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits  of Clear  Channel's  Annual  Report on Form 10-K filed  March 14,
     2000).

4.8  Fifth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.9  Sixth Supplemental Indenture dated June 21, 2000, to Senior Indenture dated
     October 1, 1997, by and between Clear Channel Communications,  Inc. and The
     Bank of New York, as Trustee  (incorporated by reference to the exhibits of
     Clear  Channel's  registration  statement on Form S-3 (Reg. No.  333-42028)
     dated July 21, 2000).

4.10 Seventh  Supplemental  Indenture  dated July 7, 2000,  to Senior  Indenture
     dated October 1, 1997, by and between  Clear Channel  Communications,  Inc.
     and The Bank of New York,  as Trustee  (incorporated  by  reference  to the
     exhibits of Clear  Channel's  registration  statement on Form S-3 (Reg. No.
     333-42028) dated July 21, 2000).

4.11* Universal Outdoor, Inc. Salary Reduction Profit Sharing Plan, as amended.

4.12 Master Trust Agreement, as amended, dated as of July 1, 1999, between Clear
     Channel   Communications,   Inc.  and  Fidelity  Management  Trust  Company
     (incorporated by reference to the exhibits of Clear Channel's  registration
     statement on Form S-8 dated November 9, 2000).

23.1* Consent of Ernst & Young LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of Ernst & Young LLP.

23.4* Consent of PricewaterhouseCoopers LLP.

23.5* Consent of PricewaterhouseCoopers LLP.

23.6* Consent of PricewaterhouseCoopers LLP.

23.7* Consent of Hanke, Green & Stein

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

*Filed herewith.