<PAGE>



        As filed with the Securities and Exchange Commission on April 30, 1997

                                                      Registration No. 333- 

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            -------------------

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                                            
                               -------------

                      CHANCELLOR BROADCASTING COMPANY
           (Exact Name of Registrant as Specified in its Charter)


           Delaware                                   75-2538487
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)

                        12655 N. Central Expressway
                                 Suite 405
                            Dallas, Texas 75243

            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

                               Steven Dinetz
                        12655 N. Central Expressway
                                 Suite 405
                            Dallas, Texas 75243
                               (972) 239-6220

                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent for Service)

           Chancellor Broadcasting Company 1996 Stock Award Plan
    Stock Option Grant Letters dated September 30, 1995 to Steven Dinetz
   Stock Option Grant Letter dated September 30, 1995 to Eric W. Neumann
    Stock Option Grant Letter dated September 30, 1995 to Marvin Dinetz
    Stock Option Grant Letter dated February 14, 1997 to Carl M. Hirsch
   Stock Option Grant Letter dated October 12, 1994 to Jeffrey A. Marcus
     Stock Option Grant Letter dated October 12, 1994 to John H. Massey
   Stock Option Grant Letter dated January 10, 1996 to Matrice Ellis-Kirk

                            (Full Title of Plan)


<TABLE>
<CAPTION>

                                               CALCULATION OF REGISTRATION FEE

                                                              Proposed Maximum      Proposed Maximum
         Title of Securities               Amount to be        Offering Price           Aggregate             Amount of
           to be Registered               Registered (1)        Per Share (2)      Offering Price (2)     Registration Fee

<S>                                     <C>                    <C>                     <C>                   <C>
Class A Common Stock,                    2,020,857 Shares      $7.50 to $36.75         $34,377,717           $10,417.49
            $.01 Par Value


<PAGE>

<PAGE>

<FN>
(1)     Of the shares of Class A Common Stock, $.01 par value per share ("Class A Common Stock"), of Chancellor Broadcasting
        Company (the "Company" or "Registrant") being registered hereby 916,456 shares (the "Plan Shares") relate to the
        Chancellor Broadcasting Company 1996 Stock Award Plan (the "Plan"); 863,319 shares relate to shares issuable upon
        exercise of options granted under the Stock Option Grant Letters dated September 30, 1995 to Steven Dinetz; 88,500
        shares relate to shares issuable upon exercise of options granted under the Stock Option Grant Letter dated
        September 30, 1995 to Eric W. Neumann; 44,250 shares relate to shares issuable upon exercise of options granted
        under the Stock Option Grant Letter dated September 30, 1995 to Marvin Dinetz; 75,000 shares relate to shares
        issuable upon exercise of options granted under the Stock Option Grant Letter dated February 14, 1997 to Carl M.
        Hirsch; 13,333 shares relate to shares issuable upon exercise of options granted under the Stock Option Grant Letter
        dated October 12, 1994 to Jeffrey A. Marcus; 13,333 shares relate to shares issuable upon exercise of options
        granted under the Stock Option Grant Letter dated October 12, 1994 to John H. Massey; and 6,666 shares relate to
        shares issuable upon exercise of options granted under the Stock Option Grant Letter dated January 10, 1996 to
        Matrice Ellis-Kirk (the foregoing option letters, collectively, the "Management Options"). 

(2)     In accordance with section (h)(1) of Rule 457 promulgated under the Securities Act of 1933, as amended (the
        "Securities Act"), the Proposed Maximum Aggregate Offering Price was calculated using Maximum Offering Prices Per
        Share based upon, with respect to the Plan Shares for which the exercise or offering price was known at the time of
        filing of this Registration Statement, the actual exercise prices, with respect to the Plan Shares for which the
        offering price was unknown, the average high and low price of the Class A Common Stock on April 18, 1997 as reported
        on the Nasdaq National Market System and, with respect to the Management Options, the actual exercise prices set
        forth in such options.

</TABLE>




<PAGE>

<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 Company's Annual Report on Form 10-K (File No. 0-27726)
     for the year ended December 31, 1996, filed pursuant to Section 13(a)
     of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), which contains audited financial statements for the year ended
     December 31, 1996. 

          (b)  All other reports filed by the Company pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year
     covered by the Annual Report referred to in (a) above.

          (c)  The description of the Company's Class A Common Stock
     contained in the Company's Registration Statement on Form 8-A (File
     No. 0-27726) filed under Section 12(g) of the Exchange Act, including
     any amendments or reports filed for the purpose of updating such
     description.

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment to this Registration Statement
     which indicates that all of the shares of Class A Common Stock offered
     hereby have been sold or which deregisters all of such shares 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 of such documents.  Any statement incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent
     that a statement contained herein or in any other subsequently filed
     document modifies or supersedes such statement.  Any such statement so
     modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.





























                                      II-2
<PAGE>

<PAGE>
     

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Certain legal matters with respect to the shares of Class A
     Common Stock offered hereby will be passed upon for the Company by
     Weil, Gotshal & Manges LLP.  As of April 23, 1997, partners of Weil,
     Gotshal & Manges LLP owned 2,166 shares of Class A Common Stock.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The General Corporation Law of the State of Delaware (the
     "Delaware Corporate Law") authorizes corporations to limit or to
     eliminate the personal liability of directors to corporations and
     their stockholders for monetary damages for breach of directors'
     fiduciary duty of care.  The Company's Second Restated Certificate of
     Incorporation, as amended, limits the liability of the Company's
     directors to the Company or its stockholders to the fullest extent
     permitted by the Delaware Corporate Law as in effect from time to
     time.  Specifically, directors of the Company will not be personally
     liable for monetary damages for breach of a director's fiduciary duty
     as a director, except for liability (i) for any breach of the
     director's duty of loyalty to the Company or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) for unlawful payments
     of dividends or unlawful stock repurchases or redemptions as provided
     in the Delaware law, or (iv) for any transaction from which the
     director derived an improper personal benefit.

          The Second Restated Certificate of Incorporation of the Company,
     as amended, provides for the mandatory indemnification of the
     directors and officers of the Company to the fullest extent permitted
     by the Delaware Corporate Law.  Pursuant to Section 145 of the
     Delaware Corporate Law, the Company has the discretionary power to
     indemnify its present and former directors and officers against
     expenses actually and reasonably incurred by them in connection with
     any suit (other than an action by or in the right of the Company) to
     which such directors and officers were, are, or are threatened to be
     made, a party by reason of their serving in such positions, so long as
     they acted in good faith and in a manner they reasonably believed to
     be in, or not opposed to, the best interest of the corporation for
     which they served in such positions, and with respect to any criminal
     action, they had no reasonable cause to believe their conduct was
     unlawful.

          Under the Delaware Corporate Law, a corporation may also
     indemnify any person who was or is a party to an action brought by or
     in the right of the Company, but only for actual or reasonable defense
     and settlement expenses and not for any satisfaction of a judgment or
     settlement of the claim itself, and






















                                     II-3 
<PAGE>

<PAGE>
     

     with the further limitation that in such actions no indemnification
     shall be made in the event of any adjudication that such director or
     officer is liable to the corporation unless the court, upon
     application, finds that in light of all the circumstances such person
     is fairly and reasonably entitled to indemnity for such expenses.

          The Delaware Corporate Law further provides that the
     indemnification authorized thereby shall not be deemed exclusive of
     any other rights to which any such officer or director may be entitled
     under any bylaws, agreements, vote of stockholders or disinterested
     directors, or otherwise.

          The above discussion of the Second Restated Certificate of
     Incorporation of the Company, as amended, and of Section 145 of the
     Delaware Corporate Law is not intended to be exhaustive and is
     qualified in its entirety by such certificate of incorporation and the
     Delaware Corporate Law.

          Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Company pursuant to the provisions referred to above,
     or otherwise, the Company 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 Company of expenses
     incurred or paid by a director, officer, or controlling person of the
     Company 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 Company 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 of 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.

     4.1  Second Restated Certificate of Incorporation of Chancellor
          Broadcasting Company (incorporated by reference to Exhibit 3.9 to
          the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1995 (File No. 0-27726)).

























                                       II-4
<PAGE>

<PAGE>
     

     4.2  Certificate of Amendment to Second Restated Certificate of
          Incorporation of Chancellor Broadcasting Company (incorporated by
          reference to Exhibit 3.10 to the Company's Annual Report on Form
          10-K for the year ended December 31, 1995 (File No. 0-27726)).

     4.3  Second Restated By-laws of Chancellor Broadcasting Company
          (incorporated by reference to Exhibit 3.11 to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1995 (File No. 0-27726)).

     5.1  Opinion of Weil, Gotshal & Manges LLP*

     23.1 Consent of Coopers & Lybrand LLP*

     23.2 Consent of Price Waterhouse LLP*

     23.3 Consent of Arthur Anderson LLP*

     23.4 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).

     24.1 Power of Attorney (see page II-6 of this Registration Statement).

     -------------------------------
     *    Filed herewith.


     ITEM 9.  UNDERTAKINGS.

          (a)  The Company hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    Registration Statement to include any material
                    information with respect to the plan of distribution
                    not previously disclosed in this Registration Statement
                    or any material change to such information in this
                    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.



























                                       II-5
<PAGE>

<PAGE>
     

               (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 Company hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Company's annual report pursuant to Section 13(a) or 15(d) of the
     Exchange Act that is incorporated by reference in this 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)  See Item 6.























































                                       II-6
<PAGE>

<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 Dallas, State
     of Texas, on this 30th day of April, 1997.

                                   CHANCELLOR BROADCASTING COMPANY



                                   By:   /s/  Jacques Kerrest              
                                      -------------------------------------
                                        Jacques Kerrest
                                        Senior Vice President and
                                        Chief Financial Officer


          Each person whose signature to this Registration Statement
     appears below hereby appoints each of Steven Dinetz and Jacques
     Kerrest as his attorney-in-fact to sign on his behalf individually and
     in the capacity stated below and to file all post-effective amendments
     to this Registration Statement, which amendments may make such changes
     in and additions to this Registration Statement as such attorney-in-
     fact may deem necessary or appropriate.

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

<TABLE>
<CAPTION>


                          Signature                                    Title                            Date
                          ---------                                    -----                            ----
         <S>                                            <C>                                        <C>


                      /s/  Steven Dinetz                Chief Executive Officer and Director       April 30, 1997
         -----------------------------------------      (Principal Executive Officer of the
                        Steven Dinetz                               Registrant)



                     /s/  Jacques Kerrest                 Senior Vice President and Chief          April 30, 1997
         -----------------------------------------          Financial Officer (Principal
                       Jacques Kerrest                  Financial Accounting Officer of the
                                                                    Registrant)


                     /s/  Thomas O. Hicks                Chairman of the Board and Director        April 30, 1997
         -----------------------------------------
                       Thomas O. Hicks


                 /s/  Lawrence D. Stuart, Jr.                         Director                     April 30, 1997
         -----------------------------------------
                   Lawrence D. Stuart, Jr.



                     /s/  Eric C. Neuman                              Director                     April 30, 1997
         -----------------------------------------
                        Eric C. Neuman





                                       II-7
<PAGE>

<PAGE>
     


                          Signature                                    Title                            Date
                          ---------                                    -----                            ----

                                                                                                
                     /s/  John H. Massey                              Director                     April 30, 1997
         -----------------------------------------
                        John H. Massey



                    /s/  Jeffrey A. Marcus                            Director                     April 30, 1997
         -----------------------------------------
                      Jeffrey A. Marcus

</TABLE>






















































                                       II-8
<PAGE>

<PAGE>
     

                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>


       <S>        <C>                                                       <C>
                                                                            Sequentially
       Exhibit                                                                Numbered
         No.      Description                                                   Page     
       -------    -----------                                              --------------

       4.1        Second Restated Certificate of Incorporation of
                  Chancellor Broadcasting Company (incorporated by
                  reference to Exhibit 3.9 to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December
                  31, 1995 (File No. 0-27726)).

       4.2        Certificate of Amendment to Second Restated
                  Certificate of Incorporation of Chancellor
                  Broadcasting Company (incorporated by reference to
                  Exhibit 3.10 to the Company's Annual Report on Form
                  10-K for the year ended December 31, 1995 (File No. 0-
                  27726)).

       4.3        Second Restated By-laws of Chancellor Broadcasting
                  Company (incorporated by reference to Exhibit 3.11 to
                  the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1995 (File No.
                  0-27726)).
       5.1        Opinion of Weil, Gotshal & Manges LLP*

       23.1       Consent of Coopers & Lybrand LLP*
       23.2       Consent of Price Waterhouse LLP*

       23.3       Conent of Arthur Andersen LLP*

       23.4       Consent of Weil, Gotshal & Manges LLP (included in
                  Exhibit 5.1).
       24.1       Power of Attorney (see page II-6 of this
                  Registration Statement).

</TABLE>


               
     ----------
     *Filed herewith
























<PAGE>
[{"type": "S-8", "sequence": "1", "description": "CHANCELLOR BROADCASTING", "secsgml_size_bytes": 22433}]
{"company-data": {"conformed-name": "CHANCELLOR BROADCASTING CO /DE/", "cik": "0001002909", "assigned-sic": "4832", "irs-number": "752538487", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26123", "film-number": "97590490"}, "business-address": {"street1": "12655 N CENTRAL EXPRESSWAY", "street2": "SUITE 405", "city": "DALLAS", "state": "TX", "zip": "75243", "phone": "2142396220"}, "mail-address": {"street1": "12655 N CENTRAL EXPRESSWAY STE 405", "city": "DALLAS", "state": "TX", "zip": "75243"}, "former-company": {"former-conformed-name": "CHANCELLOR CORP/DE", "date-changed": "19951031"}}
As filed with the Securities and Exchange Commission on April 30, 1997

                                                      Registration No. 333- 

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            -------------------

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                                            
                               -------------

                      CHANCELLOR BROADCASTING COMPANY
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                   75-2538487
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)

                        12655 N. Central Expressway
                                 Suite 405
                            Dallas, Texas 75243

            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

                               Steven Dinetz
                        12655 N. Central Expressway
                                 Suite 405
                            Dallas, Texas 75243
                               (972) 239-6220

                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent for Service)

           Chancellor Broadcasting Company 1996 Stock Award Plan
    Stock Option Grant Letters dated September 30, 1995 to Steven Dinetz
   Stock Option Grant Letter dated September 30, 1995 to Eric W. Neumann
    Stock Option Grant Letter dated September 30, 1995 to Marvin Dinetz
    Stock Option Grant Letter dated February 14, 1997 to Carl M. Hirsch
   Stock Option Grant Letter dated October 12, 1994 to Jeffrey A. Marcus
     Stock Option Grant Letter dated October 12, 1994 to John H. Massey
   Stock Option Grant Letter dated January 10, 1996 to Matrice Ellis-Kirk

                            (Full Title of Plan)
CALCULATION OF REGISTRATION FEE

                                                              Proposed Maximum      Proposed Maximum
         Title of Securities               Amount to be        Offering Price           Aggregate             Amount of
           to be Registered               Registered (1)        Per Share (2)      Offering Price (2)     Registration Fee
Class A Common Stock,                    2,020,857 Shares      $7.50 to $36.75         $34,377,717           $10,417.49
            $.01 Par Value
(1)     Of the shares of Class A Common Stock, $.01 par value per share ("Class A Common Stock"), of Chancellor Broadcasting
        Company (the "Company" or "Registrant") being registered hereby 916,456 shares (the "Plan Shares") relate to the
        Chancellor Broadcasting Company 1996 Stock Award Plan (the "Plan"); 863,319 shares relate to shares issuable upon
        exercise of options granted under the Stock Option Grant Letters dated September 30, 1995 to Steven Dinetz; 88,500
        shares relate to shares issuable upon exercise of options granted under the Stock Option Grant Letter dated
        September 30, 1995 to Eric W. Neumann; 44,250 shares relate to shares issuable upon exercise of options granted
        under the Stock Option Grant Letter dated September 30, 1995 to Marvin Dinetz; 75,000 shares relate to shares
        issuable upon exercise of options granted under the Stock Option Grant Letter dated February 14, 1997 to Carl M.
        Hirsch; 13,333 shares relate to shares issuable upon exercise of options granted under the Stock Option Grant Letter
        dated October 12, 1994 to Jeffrey A. Marcus; 13,333 shares relate to shares issuable upon exercise of options
        granted under the Stock Option Grant Letter dated October 12, 1994 to John H. Massey; and 6,666 shares relate to
        shares issuable upon exercise of options granted under the Stock Option Grant Letter dated January 10, 1996 to
        Matrice Ellis-Kirk (the foregoing option letters, collectively, the "Management Options"). 

(2)     In accordance with section (h)(1) of Rule 457 promulgated under the Securities Act of 1933, as amended (the
        "Securities Act"), the Proposed Maximum Aggregate Offering Price was calculated using Maximum Offering Prices Per
        Share based upon, with respect to the Plan Shares for which the exercise or offering price was known at the time of
        filing of this Registration Statement, the actual exercise prices, with respect to the Plan Shares for which the
        offering price was unknown, the average high and low price of the Class A Common Stock on April 18, 1997 as reported
        on the Nasdaq National Market System and, with respect to the Management Options, the actual exercise prices set
        forth in such options.
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 Company's Annual Report on Form 10-K (File No. 0-27726)
     for the year ended December 31, 1996, filed pursuant to Section 13(a)
     of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), which contains audited financial statements for the year ended
     December 31, 1996. 

          (b)  All other reports filed by the Company pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year
     covered by the Annual Report referred to in (a) above.

          (c)  The description of the Company's Class A Common Stock
     contained in the Company's Registration Statement on Form 8-A (File
     No. 0-27726) filed under Section 12(g) of the Exchange Act, including
     any amendments or reports filed for the purpose of updating such
     description.

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment to this Registration Statement
     which indicates that all of the shares of Class A Common Stock offered
     hereby have been sold or which deregisters all of such shares 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 of such documents.  Any statement incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent
     that a statement contained herein or in any other subsequently filed
     document modifies or supersedes such statement.  Any such statement so
     modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

                                      II-2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Certain legal matters with respect to the shares of Class A
     Common Stock offered hereby will be passed upon for the Company by
     Weil, Gotshal & Manges LLP.  As of April 23, 1997, partners of Weil,
     Gotshal & Manges LLP owned 2,166 shares of Class A Common Stock.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The General Corporation Law of the State of Delaware (the
     "Delaware Corporate Law") authorizes corporations to limit or to
     eliminate the personal liability of directors to corporations and
     their stockholders for monetary damages for breach of directors'
     fiduciary duty of care.  The Company's Second Restated Certificate of
     Incorporation, as amended, limits the liability of the Company's
     directors to the Company or its stockholders to the fullest extent
     permitted by the Delaware Corporate Law as in effect from time to
     time.  Specifically, directors of the Company will not be personally
     liable for monetary damages for breach of a director's fiduciary duty
     as a director, except for liability (i) for any breach of the
     director's duty of loyalty to the Company or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) for unlawful payments
     of dividends or unlawful stock repurchases or redemptions as provided
     in the Delaware law, or (iv) for any transaction from which the
     director derived an improper personal benefit.

          The Second Restated Certificate of Incorporation of the Company,
     as amended, provides for the mandatory indemnification of the
     directors and officers of the Company to the fullest extent permitted
     by the Delaware Corporate Law.  Pursuant to Section 145 of the
     Delaware Corporate Law, the Company has the discretionary power to
     indemnify its present and former directors and officers against
     expenses actually and reasonably incurred by them in connection with
     any suit (other than an action by or in the right of the Company) to
     which such directors and officers were, are, or are threatened to be
     made, a party by reason of their serving in such positions, so long as
     they acted in good faith and in a manner they reasonably believed to
     be in, or not opposed to, the best interest of the corporation for
     which they served in such positions, and with respect to any criminal
     action, they had no reasonable cause to believe their conduct was
     unlawful.

          Under the Delaware Corporate Law, a corporation may also
     indemnify any person who was or is a party to an action brought by or
     in the right of the Company, but only for actual or reasonable defense
     and settlement expenses and not for any satisfaction of a judgment or
     settlement of the claim itself, and

                                     II-3
with the further limitation that in such actions no indemnification
     shall be made in the event of any adjudication that such director or
     officer is liable to the corporation unless the court, upon
     application, finds that in light of all the circumstances such person
     is fairly and reasonably entitled to indemnity for such expenses.

          The Delaware Corporate Law further provides that the
     indemnification authorized thereby shall not be deemed exclusive of
     any other rights to which any such officer or director may be entitled
     under any bylaws, agreements, vote of stockholders or disinterested
     directors, or otherwise.

          The above discussion of the Second Restated Certificate of
     Incorporation of the Company, as amended, and of Section 145 of the
     Delaware Corporate Law is not intended to be exhaustive and is
     qualified in its entirety by such certificate of incorporation and the
     Delaware Corporate Law.

          Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Company pursuant to the provisions referred to above,
     or otherwise, the Company 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 Company of expenses
     incurred or paid by a director, officer, or controlling person of the
     Company 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 Company 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 of 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.

     4.1  Second Restated Certificate of Incorporation of Chancellor
          Broadcasting Company (incorporated by reference to Exhibit 3.9 to
          the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1995 (File No. 0-27726)).

                                       II-4
4.2  Certificate of Amendment to Second Restated Certificate of
          Incorporation of Chancellor Broadcasting Company (incorporated by
          reference to Exhibit 3.10 to the Company's Annual Report on Form
          10-K for the year ended December 31, 1995 (File No. 0-27726)).

     4.3  Second Restated By-laws of Chancellor Broadcasting Company
          (incorporated by reference to Exhibit 3.11 to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1995 (File No. 0-27726)).

     5.1  Opinion of Weil, Gotshal & Manges LLP*

     23.1 Consent of Coopers & Lybrand LLP*

     23.2 Consent of Price Waterhouse LLP*

     23.3 Consent of Arthur Anderson LLP*

     23.4 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).

     24.1 Power of Attorney (see page II-6 of this Registration Statement).

     -------------------------------
     *    Filed herewith.

     ITEM 9.  UNDERTAKINGS.

          (a)  The Company hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    Registration Statement to include any material
                    information with respect to the plan of distribution
                    not previously disclosed in this Registration Statement
                    or any material change to such information in this
                    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.

                                       II-5
(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 Company hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Company's annual report pursuant to Section 13(a) or 15(d) of the
     Exchange Act that is incorporated by reference in this 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)  See Item 6.

                                       II-6
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 Dallas, State
     of Texas, on this 30th day of April, 1997.

                                   CHANCELLOR BROADCASTING COMPANY

                                   By:   /s/  Jacques Kerrest              
                                      -------------------------------------
                                        Jacques Kerrest
                                        Senior Vice President and
                                        Chief Financial Officer

          Each person whose signature to this Registration Statement
     appears below hereby appoints each of Steven Dinetz and Jacques
     Kerrest as his attorney-in-fact to sign on his behalf individually and
     in the capacity stated below and to file all post-effective amendments
     to this Registration Statement, which amendments may make such changes
     in and additions to this Registration Statement as such attorney-in-
     fact may deem necessary or appropriate.

          Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.
Signature                                    Title                            Date
                          ---------                                    -----                            ----
/s/  Steven Dinetz                Chief Executive Officer and Director       April 30, 1997
         -----------------------------------------      (Principal Executive Officer of the
                        Steven Dinetz                               Registrant)

                     /s/  Jacques Kerrest                 Senior Vice President and Chief          April 30, 1997
         -----------------------------------------          Financial Officer (Principal
                       Jacques Kerrest                  Financial Accounting Officer of the
                                                                    Registrant)

                     /s/  Thomas O. Hicks                Chairman of the Board and Director        April 30, 1997
         -----------------------------------------
                       Thomas O. Hicks

                 /s/  Lawrence D. Stuart, Jr.                         Director                     April 30, 1997
         -----------------------------------------
                   Lawrence D. Stuart, Jr.

                     /s/  Eric C. Neuman                              Director                     April 30, 1997
         -----------------------------------------
                        Eric C. Neuman

                                       II-7
Signature                                    Title                            Date
                          ---------                                    -----                            ----

                                                                                                
                     /s/  John H. Massey                              Director                     April 30, 1997
         -----------------------------------------
                        John H. Massey

                    /s/  Jeffrey A. Marcus                            Director                     April 30, 1997
         -----------------------------------------
                      Jeffrey A. Marcus
II-8
EXHIBIT INDEX
                                  -------------
Sequentially
       Exhibit                                                                Numbered
         No.      Description                                                   Page     
       -------    -----------                                              --------------

       4.1        Second Restated Certificate of Incorporation of
                  Chancellor Broadcasting Company (incorporated by
                  reference to Exhibit 3.9 to the Company's Annual
                  Report on Form 10-K for the fiscal year ended December
                  31, 1995 (File No. 0-27726)).

       4.2        Certificate of Amendment to Second Restated
                  Certificate of Incorporation of Chancellor
                  Broadcasting Company (incorporated by reference to
                  Exhibit 3.10 to the Company's Annual Report on Form
                  10-K for the year ended December 31, 1995 (File No. 0-
                  27726)).

       4.3        Second Restated By-laws of Chancellor Broadcasting
                  Company (incorporated by reference to Exhibit 3.11 to
                  the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1995 (File No.
                  0-27726)).
       5.1        Opinion of Weil, Gotshal & Manges LLP*

       23.1       Consent of Coopers & Lybrand LLP*
       23.2       Consent of Price Waterhouse LLP*

       23.3       Conent of Arthur Andersen LLP*

       23.4       Consent of Weil, Gotshal & Manges LLP (included in
                  Exhibit 5.1).
       24.1       Power of Attorney (see page II-6 of this
                  Registration Statement).
----------
     *Filed herewith